ANNUAL
REPORT 2013
Disclaimer
Some of the information in this Annual Report (the “Annual Report”) may contain projections or other
forward-looking statements regarding future events or the future financial performance of Grupo
Clarín. You can identify forward-looking statements by terms such as ”expect”, ”believe”, “anticipate”,
“estimate”, “intend”, ”will”, “could”, “may” or ”might” the negative of such terms or other similar
expressions. These statements are only predictions and actual events or results may differ materially.
Grupo Clarín does not intend to or undertake any obligation to update these statements to reflect events
and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.
Many factors could cause the actual results to differ materially from those contained in Grupo Clarín’s
projections or forward-looking statements, including, among others, general economic conditions, Grupo
Clarín’s competitive environment, risks associated with operating in Argentina, a rapid technological and
market change, and other factors specifically related to Grupo Clarín and its operations.
The Annual Report and certain boxes and charts that include highlighted information for illustrative
purposes throughout this publication, include financial information as of and for the fiscal years ended
December 31, 2013 and 2012, which was extracted from the Consolidated and the Parent Only Financial
Statements as of December 31, 2013, presented on a comparative basis, and their related notes. The
Annual Report and the Highlights should be read in conjunction with such financial statements and
related notes, the report of Grupo Clarín’s independent accountants, Price Waterhouse & Co. S.R.L.,
Buenos Aires, Argentina (a member firm of PriceWaterhouseCoopers) relating to such financial
statements, and the report of Grupo Clarín’s Supervisory Committee.
Financial and Operational Highlights
2013 Macroeconomic Environment
Perspectives for the Upcoming Year
The Year 2013 and the Media Sector in Argentina
Regulatory framework and conditions for the
journalistic and media activity during 2013
The Company. Origin, Evolution and Profile
Grupo Clarín and its Business Segments in 2013
Supplementary Financial Information
CORPORATE GOVERNANCE, ORGANIZATION
AND INTERNAL CONTROL SYSTEM
Stock Information and Shareholder Structure
CABLE TELEVISION
AND INTERNET ACCESS
Programming, Cable Television and Internet Services
Commercialization and Customer Service
Competition
PRINTING
AND PUBLISHING
Arte Gráfico Editorial Argentino
Diario Clarín
Products
Internet
Other Newspapers
Ferias y Exposiciones Argentinas
BROADCASTING
AND PROGRAMMING
Artear
Radio Mitre
DIGITAL CONTENT
AND OTHERS
Digital Content
Other Services
CORPORATE RESPONSIBILITY
AND SUSTAINABILITY
Our Commitment
The Voice of the People
Social and Sustainability Coverage
Promoting Involvement
Community Engagement and Social Advertising
Fostering Education and Culture
Media Literacy and Protection of Young Audiences
Excellence in Journalism
Our People
Environment
RISk FACTORS
BUSINESS PROjECTIONS AND PLANNING
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2013
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ANNUAL
REPORT 2013
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0
2
FINANCIAL HIGHLIGHTS
(In millions of Ps.)
Net Sales
Adjusted EBITDA(1)
Adjusted EBITDA Margin(2)
Net Income(3)
2013
14,184.3
3,274.0
23.1%
800.7
2012
11,318.9
2,772.7
24.5%
972.3
YoY
25.3%
18.1%
(5.8%)
(17.7%)
(1) We define Adjusted EBITDA as net sales minus cost of sales (excluding depreciation and amortization) and selling and
administrative expenses (excluding depreciation and amortization). We believe that Adjusted EBITDA is a meaningful measure of our
performance. It is commonly used to analyze and compare media companies on the basis of operating performance, leverage and
liquidity. Nonetheless, Adjusted EBITDA is not a measure of net income or cash flow from operations and should not be considered
as an alternative to net income, an indication of our financial performance, an alternative to cash flow from operating activities or a
measure of liquidity. Other companies may compute Adjusted EBITDA in a different manner; therefore, Adjusted EBITDA as reported
by other companies may not be comparable to Adjusted EBITDA as we report it.
(2) We define Adjusted EBITDA Margin as Adjusted EBITDA over Net Sales.
(3) We define Net Income as Income for the period.
OPERATING RESULTS
Total Consolidated Subscribers (1)(3)
Total Internet Subscribers (1)(3)
Circulation (1)
Audience Share % (2)
Prime Time
Total Time
(1) Figures in thousands.
2013
3,492.5
1,711.6
296.7
35.4%
28.0%
2012
3,404.7
1,504.4
311.7
35.9%
29.4%
YoY
2.6%
13.8%
(4.8%)
(1.4%)
(4.6%)
(2) Share of broadcast TV audience according to IBOPE for AMBA. PrimeTime is defined as Monday through Friday from 8 pm to 12 am.
Total Time is defined as Monday through Sunday from 12 pm to 12 am.
(3) Total subscribers consolidated following the same consolidation methods used in the financial statements as of each year end.
ADjUSTED EBITDA
(In millions of Ps.)
Cable TV and Internet Access
Printing and Publishing
Broadcasting and Programming
Digital Content and Others
Subtotal
Eliminations
Total
2013
2,850.7
76.2
334.1
13,1
3,274.0
-
3,274.0
2012
2,406.9
229.9
136.1
(0.2)
2,772.7
-
2,772.7
YoY
18.4%
(66.9%)
145.6%
6,645.5%
18.1%
NA
18.1%
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2013 MACROECONOMIC ENVIRONMENT
In spite of the slow dynamics that developed
countries continued to experience
in 2013,
emerging economies continued to grow in 2013 at
a slightly slower pace than in previous years, but
still well above average global growth.
The world has continued to register economic
growth at two different structural paces, reflecting
the operation of the new global accumulation
mechanism, centered on emerging economies.
In this global framework, the performance of
the Argentine economy in 2013 showed certain
pronounced differences with respect to previous
years. One major difference
is the gradual
advance in the correction of a significant portion
of the main relative prices that occurred in the last
months of 2013.
The upturn in economic activity, which showed an
increased growth rate compared to 2012 in spite
of the stagnation of the last quarter, is one of the
highlights amidst the few assets of 2013.
the
Among the several liabilities, the accelerated
deterioration of some of
fundamental
macroeconomic variables over the last months
of the year clearly stands out. This circumstance
underscored the urgent need to start correcting
imbalances that had been brewing in previous
years and led to the replacement of the Minister
of Economy and the President of the Central Bank
after the October congressional elections.
In that regard, we note the extent of the decrease
in Central Bank reserves (which fell by USD
12.7 billion, from USD 43.3 million to USD 30.6
billion). The seriousness of this decrease, which
paradoxically took place under a scheme of
strict exchange controls, reflects the material
deterioration of the economy’s external front.
The magnitude of the decrease in reserves
eliminated the possibility to continue to extend in
time, both the anchors (exchange rate and utility
tariffs) that had been used in previous years to
take pressure off the price index, and the negative
interest rate for local currency savings in regard
to inflation.
Hence, and in line with most currencies of other
countries in the region, the Argentine peso
depreciated with respect to the US dollar during
2013 (by almost 33% in nominal terms, or by 5.6%
in real terms, taking into account the inflation rate
differential between Argentina and the United
States). The cost of utilities and the basic fares for
buses and trains in the metropolitan area of the
City of Buenos Aires suffered adjustments ranging
from 33% to 42%. The BADLAR (average interest
rate for 30 to 35 day term deposits of more than
Ps.1 million in Buenos Aires) in Argentine pesos
paid by private banks to depositors stood at 20%
by the end of the year, i.e. five percentage points
above the level of the previous year.
inflationary context
The
in which the peso
experienced its depreciation contrasted with the
circumstances in other economies in the region.
Another of the relevant liabilities of 2013 on the
economic front was the acceleration of the price
index, which according to private estimates closed
at 27-28% at year end; 2.5 percentage points
higher than in 2012. The increase in the price
index was the highest since 2002, and contrasts
with the single-digit levels registered by all other
countries in the region, except for Venezuela.
imbalances
A material portion of these
is
attributable to fiscal and monetary issues. The
national public accounts have been deteriorating
uninterruptedly since 2005 (when the primary
fiscal surplus reached its record high, accounting
for 3.9% of GDP). The national primary fiscal
imbalance worsened significantly throughout 2013
adjustments to the price of public utilities that have
already been implemented and those that are likely
to be implemented in the future help to stop fiscal
deterioration, they are also an additional factor that
exerts pressure on an already high inflation rate.
Hence, if the inflation rate continues to accelerate,
it will put pressure on the next rounds of wage
negotiations, and will have a negative impact on
the purchasing power of salaries and pensions that
are not adjusted periodically, thus compromising
improvement in social indicators and the distribution
of income among the people of Argentina.
In summary, the external constraint that
compromises the normal operation of the Argentine
economy and the other imbalances created in, and
carried over from, previous years, jeopardize the
country’s ability to make progress with pending
matters as well as the accomplishments achieved
so far.
All the circumstances described in this report reveal
that the degree of freedom in making short and
mid-term economic policy will be more limited than
in previous years. The transition of the Argentine
economy from a position of abundance of U.S.
dollars to one of scarcity, gives rise to budgetary
constraints to which economic policy makers are
little accustomed, but that will necessarily have to
be taken into account in their decisions during their
remaining years in office.
PERSPECTIVES FOR THE UPCOMING YEAR
The changes introduced to U.S. monetary policy,
along with the pace at which such changes will
be finally implemented, and their gradual impact
on that country’s growth and employment rates,
will be a determining factor in the development
of the world economy in the upcoming year. The
global environment of the emerging countries in
the upcoming years will be probably characterized
by less liquidity, a stronger U.S. dollar and lower
commodity prices.
Under the current scheme, the short-term and
the Argentine
medium-term performance of
economy depend mostly on the country’s ability
to generate sufficient foreign currency to honor
interest payments on its foreign debt and to
finance the necessary imports to sustain the
production process. All other things being equal,
this circumstance will depend on the evolution of
the price and volume of exports and/or the use of
the Central Bank’s reserves.
Therefore, the likely stagnation of export values is
a conditioning factor for the Argentine economy’s
performance in 2014. This scenario is attributable
to the expected inflow of U.S. dollars injected to
the economy by the agricultural sector (which will
be similar to 2013, to the extent that the expected
increase in the harvest volume is offset by an
expected fall in the price of the main agricultural
commodities), coupled with the potentially lower
dynamism of industrial exports due to the poor
growth expected for Brazil, among other reasons.
Consequently, this scenario will test the capacity
of the economy to sustain the increase in imports
required to preserve production growth without
compromising the current levels of foreign currency
reserves.
At a strictly local level, the key question for 2014
is the extent to which the significant nominal
depreciation of the official Argentine Peso exchange
rate that occurred in January, will be reflected
on the prices of the economy as a whole and on
the prices of food, in particular. Even though the
04
05
and was increasingly financed with the printing of
currency. Without counting remittances from the
Central Bank and ANSES, the national primary
(approximately
deficit rose to Ps.81.7 billion
2.7% of nominal GDP) during the year, more than
doubling the figure for 2012. The financial deficit
(i.e. deficit after honoring public debt interest)
climbed to Ps.123.7 billion (approximately 4.1% of
GDP) in 2013.
Both figures are record highs since 2003, both
in absolute and in relative terms. Such fiscal
deterioration took place in spite of the increasing
tax pressure of the last decade (a current record
high for the three governmental levels on a
consolidated basis).
Due to the reform of the Central Bank Charter,
the fiscal
imbalance described above was
financed to a large extent with the printing of
currency. In 2013, the monetary authority issued
approximately Ps.90.0 billion in order to aid the
National Treasury, doubling the figures for 2012.
However, the year-on-year growth of the monetary
base (approximately 24%) was lower than in
2012, both in absolute values and as a percentage
increase, because unlike previous years, in 2013
the external sector contributed to shrinking the
monetary base.
THE YEAR 2013 AND THE MEDIA SECTOR IN ARGENTINA
At the close of 2013, the global media industry
recorded an average growth rate of approximately
5%, similar to that of previous years, thus
consolidating the recovery phase that was
noticeable in the aftermath of the 2008-2009
crisis. The strong growth of digital revenues (of
approximately 15% compared to 2012, according
to the Global Entertainment and Media Outlook
2013-2017 issued by PWC) is a highlight of
that phase, as such revenues increase at a rate
significantly above the average. However, digital
revenues still account for less than 10% of the
total revenues generated by the industry (this
percentage rises to 25% considering advertising
revenues only).
The sustained growth of emerging economies
and its resulting direct impact on the industry,
fundamentally explains the performance of the
industry that was described above. By way of
example, in the course of the last few years the
Latin-American media industry -in contrast to that
of Argentina- has been experiencing growth rates
at a global level slightly above those recorded by
its Asian counterparts.
The healthy growth rate achieved by the
economies of these countries takes some
pressure off the most critical source of concern
for this industry, which is always facing new
challenges arising from the recurring emergence
of new technologies and the changes in the media
consumption patterns of new generations and of
the population as a whole.
The accelerated migration of audiences, content
and advertisers towards the digital ecosystem
is still the cornerstone of the media industry’s
worldwide performance during 2013. The
flexibility and user-friendliness of the new digital
products, as well as the emerging opportunities
for access and connectivity, are the key drivers of
this change.
Hence, the acceleration of the current migration
process towards digitalization in general, and
to mobile platforms in particular, is giving rise
to a veritable cultural revolution on a global
basis, beyond the boundaries of our industry.
The gradual shift to new available technologies
is transforming the way in which we carry out
our day-to-day activities and is leading to an
unprecedented transformation of essential
aspects of our societies, such as interpersonal
relationships and access to the media for
information and entertainment purposes. Digital
natives and nomads are definitely the key drivers
of this huge cultural change.
Over the last years, the choices available for
media consumers have increased exponentially.
That increase is mostly attributable to new
technologies and platforms. Hence, the new
“always-on consumer” is able to take significant
control of when, where and how to access
the desired content. As a consequence of this,
companies are being permanently tested on how
fast they can adapt and respond to these new
demands.
All of the above, coupled with this new generation
of consumers whose habits and preferences
differ remarkably from those of prior generations,
still poses a great challenge and at the same
time represents an opportunity for each of the
different segments of the media industry. The
worldwide growth experienced by social media
and new video and audio streaming platforms is
of particular note.
For the local economy and media industry, the
year 2013 was characterized by slow dynamics
in direct contrast to the regional trend. In fact, as
mentioned above, the moderate growth coupled
with high inflation that characterized the economy
throughout the year was an additional source of
stress for this industry.
In addition to the macroeconomic trends analyzed
above, at a micro level, the government escalated
its attacks against the press with the clear
purpose of colonizing the media and weakening
independent media in general, and Grupo Clarín
in particular. The regulatory tools devised to
increase governmental intervention and affect
private media sustainability, the discrediting
campaigns and attacks against journalists and
directors from media that are critical of the
current administration, the arbitrary allocation of
official advertising, the unprecedented restrictions
imposed by the government on private advertising
in newspapers and their related dramatic impact
on the media economy, the use of publicly-owned
media as promotional tools for the government,
and the expansion of pro-government media
(sustained only by the official advertising allocated
to them) are good examples of such escalation.
In this complex environment, the results of the
main sources of revenue of the industry were
generally meager. In fact, advertising investment
(including investment in digital products)
increased by approximately 20%
in nominal
terms, slightly above the level of the previous
year. This rise was mostly driven by government
advertising expenditure, directed to continue to
finance a matrix with a growing share of publicly-
owned media. In terms of consumer prices, the
increase in the consolidated advertising pie of the
several industry segments fell again well below
the inflation rate (of approximately 27% according
to private estimates). This reveals that although
advertising increased in nominal terms, the rate of
increase was substantially lower than the inflation
rate and the economy as a whole, thus reducing
its relative weight in the same.
Unlike the trend of previous years and in line
with most countries of the region, the broadcast
television segment outperformed the newspaper
segment in terms of attracting the largest share of
advertising in the local market. This circumstance
is mainly attributable to the decrease in private
advertising derived from the restrictions imposed
by the government on the main local newspapers.
The paid television and Internet segments
continued to expand in 2013, even though
Argentina’s penetration rates are among the
highest in the region. On-line advertising has
continued to increase its share in total revenues
year after year. During 2013, these revenues
accounted for almost 17% of the total advertising
pie, moving closer to the newspaper segment
which accounts for 25%.
The number of pay television subscribers
increased at a faster pace during 2013, leveraged
by the growing penetration of additional services
(incorporation of high-definition signals to the
grid and new technologies, such as, on-demand
services, due to intensive investments in the
expansion of network capacity).
Broadband demand continued to be dynamic,
although it showed signs of a slight slowdown.
In fact, by year-end, residential fixed broadband
Internet access reached a new record high in a
fiercely competitive environment noted for the
promotional offers of its main market players. At
the same time, the mobile broadband segment
dynamics, driven by the high penetration of
smartphones and the implementation of combined
voice and data subscriptions by cell phone
companies, evidenced the complementariness
that this technology provides to the market.
In this regard, an increasingly relevant
phenomenon on a global basis is the users’
ongoing demand for higher speed, mostly as a
result of the predominance of video traffic over
other traffic and, to a lesser extent, as a result of
the increasing number of devices connected to the
Internet at home. Naturally, this increased demand
for bandwidth per client compels providers to add
new capabilities to their networks on an ongoing
basis, building pressure on the current business
models.
Lastly, newspaper circulation has continued to
show its downward structural trend, similar to
that of the rest of the world. Average newspaper
circulation in the metropolitan area (City of Buenos
Aires and its surroundings) (source: Newspaper
and Magazine Circulation Verification Institute,
IVC, adjusted by the Company to account for
newspapers in the City of Buenos Aires for which
circulation is not verified) fell by 6.4% (Mondays
through Sundays) compared to the previous year.
In contrast, it is worth noting the exponential,
sustained increase in the number of visits to
social networks and websites that create content,
mainly news sites, with newspapers at the top of
the rankings.
As a logical consequence, the increased number
of readers of digital newspapers reveals that the
demand for content (but not the preference for
paper) remains strong, although it is spread across
a broader variety of technological platforms.
Hence, the way in which content is consumed,
rather than content itself, is what represents a
dramatic change in this specific segment of the
industry.
Within the framework of this new ecosystem,
deriving profitability from digital newspapers by
generating revenues in line with their growing
number of readers is still the main challenge
faced by newspaper publishers from an economic-
financial standpoint.
Regulatory framework and conditions for the journalistic and media activity during 2013
In addition to the above, during 2013 private media
in general and Grupo Clarín in particular continued
to face an escalating level of harassment. Such
harassment was executed through official and
para-official structures, with the clear intention of
damaging the media’s reputation and directly and
indirectly limiting its journalistic activities.
(Canal 7) on an equal and proportional basis, and
that allocation mechanisms be implemented with
a reasonable jurisdictional equilibrium that allows
for an adequate judicial control of any illegality or
unreasonableness in governmental action or failure
to act with respect to the allocation of public funds
to official advertising.
In this framework, the government continued with
the discriminatory allocation of official advertising
used to create and sustain pro-government media,
and to retaliate against critical media, as a tool to
condition the press.
In this regard, the Supreme Court of Justice
confirmed, in a decision that since 2009 there
has been a discriminatory allocation of official
advertising in connection with Arte Radiotelevisivo
Argentino S.A., which was allocated practically
no official advertising in early 2012. The court
confirmed the decision rendered by Chamber No.
4 of the National Court of Appeals on Federal
Administrative Matters in re “Arte Radiotelevisivo
Argentino S.A. vs. EN-JGM-SMC” on Claim for
the protection of constitutional rights ("acción de
amparo", Law 16,986) and ordered the national
government to allocate official advertising
among América TV S.A., Telearte S.A. (Canal 9),
Teledifusora Federal (Canal 11), Arte Radiotelevisivo
Argentino (Canal 13) and SNMP S.E. y RTA S.E.
Thus, the Supreme Court of Justice confirmed the
existence of discriminatory conduct in the allocation
of official advertising towards one of the companies
of Grupo Clarín. Such discriminatory conduct was
also extended to the other companies of the Group,
in particular Arte Gráfico Editorial Argentino S.A.
and Radio Mitre S.A. The ARTEAR case is based
on the precedents of Editorial Perfil and Editorial
Rio Negro, and the court held that because it had
already rendered judgment about the matter of
allocation of official advertising in those cases, it
could not now disregard its own doctrine.
The government also continued to use public funds
and media on a discretionary basis to generate
content and shows devoted to political propaganda
and to the stigmatization of dissenting opinions;
placing a number obstacles and discriminating
against non-partisan media in the access to public
information and escalating government attacks
against such media to compromise their economic
sustainability and credibility.
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Other tools to exert editorial pressure consisted
of abuse of bureaucratic controls or controls
by public agencies that took the form of
administrative persecutions, groundless resolutions,
disproportionate tax controls and recurring audits.
In this scenario, certain unusual administrative
actions took place against Grupo Clarín through
entities such as the National Antitrust Commission,
AFSCA, the Argentine Securities Commission and
the Financial Information Unit.
In addition to the discretionary allocation of official
advertising as an indirect censorship tool, the
Secretary of Domestic Trade put unprecedented
pressure on advertisers of several industries and
threatened them with fines if they advertised
their products or services on certain media. In
February 2013, it was publicly announced that
the Secretariat of Domestic Trade had issued an
unwritten order that is observed without exception
by the entire market, whereby supermarkets and
home appliance stores were arbitrarily banned
from advertising in any media from the City of
Buenos Aires and its surroundings. This virtual
boycott of private advertising, paired with the
arbitrary exclusion of official advertising from non-
partisan media, affected directly the economic
sustainability of independent media.
In the audiovisual sector, this offensive against
the media was expressed though the enactment
of the Audiovisual Communication Services
Law No. 26,522 (LSCA) and its controversial
implementing regulations, which clearly exceed
the legal framework by granting powers to the
enforcement agency that are not vested in that
agency by the law. Some examples of this are: i)
the power to intervene in the affairs of audiovisual
broadcasting services on a discretionary basis:
whether by revoking licenses or through simple
summary proceedings, ii) the oversight of the
organization and mandatory content of the
programming grid of subscription cable TV
services, particularly targeted at Cablevisión, or
iii) the mandatory registration of direct advertisers
with the AFSCA.
With respect to AFSCA, the persecution against
Clarín reached
its utmost expression during
2013 with the alleged attempt -which was
later suspended- to kick off an ex-officio forced
divestiture process to conform the Company
and some of its subsidiaries to the provisions
of the LSCA after the Supreme Court ruled that
the controversial Section 161 of the LSCA was
constitutional, thus confirming all red flags
pointing at the risk of arbitrary enforcement by a
non-independent authority.
On October 29, 2013 the Company was served
with a decision rendered by the Supreme Court of
Argentina which ordered (i) to revoke the decision
issued by the Federal Court of Appeals on Civil
and Commercial Matters on April 17, 2013 to
the extent that it declared the unconstitutionality
of Section 45, part 1, subsection “c” and final
paragraph; part 2, subsections “c” and “d” and
final paragraph; part 3 in its entirety; and part 1,
subsection “b”, with respect to the limitation to
holding registered title to a single content signal,
and Section 48, second paragraph, of the LSCA
and (ii) to confirm the Decision to the extent it
rejected the claim for damages as brought under
the case file.
Both Grupo Clarín and its subsidiaries believe
that the challenged sections -as held by the
three dissenting opinions- not only contradict the
principles of the Argentine National Constitution,
but also those of the American Convention
on Human Rights (Pact of San José de Costa
Rica), as well as recent precedents in the Inter-
American Commission on Human Rights, the Inter-
American Court of Human Rights and the Special
Rapporteurship for Freedom of Expression of the
Organization of American States (OAS). Therefore,
the claimant companies will analyze bringing an
appeal before international courts to challenge
those sections that entail an indirect act of
censorship, that silence and discriminate against
critical media, and violate acquired rights.
In addition, as provided in the Court’s decision, the
Company will continue to litigate in local courts
all the aspects related to the discretionary and
selective application of the law by the national
government.
On October 31, 2013, even before the due date
of the term for enforcing the decision rendered
by the Supreme Court of Argentina in re “Grupo
Clarín S.A. and Others vs. National Executive
Branch and other re: Merely Declarative Action”
(File 119/10) within the framework of File No.
1395-AFSCA/2012, the Company was served with
AFSCA Resolution No. 2276/2012 issued by the
president of AFSCA on December 17, 2012. The
Resolution provides for an ex-officio proceeding to
conform the Company and some of its subsidiaries
to the provisions of the LSCA.
Faced with the de-facto proceedings that sought to
dispossess the Company of its licenses and assets
through an ex-officio procedure, on November 4,
2013 the Company submitted to AFSCA and to the
Supreme Court of Argentina a voluntary proposal
to conform to the LSCA pursuant to section 161
of the LSCA, approved by Grupo Clarín’s Board of
Directors on November 3, 2013, in an attempt to
avoid the forced divestiture of its assets by AFSCA.
The filing of the proposal resulted in the
enactment of AFSCA Resolution No. 1471/
AFSCA/2013 whereby the ex-officio divestiture
procedure initiated pursuant to Resolution No.
2276/AFSCA/2012 was suspended and the AFSCA
stated its intention to refrain from pursuing any
administrative proceeding thereunder.
The voluntary proposal -which does not interrupt
any of the judicial actions brought by the Company
and its subsidiaries, among others, to defend their
rights- was submitted together with a request
that the decision rendered by the Supreme Court
of Argentina be complied with in full. That is,
requesting the involvement of an independent,
unbiased enforcement authority with technical
expertise, which may ensure a transparent and
egalitarian treatment in the enforcement of the law.
Prensa’s business practices and bring legal and
administrative actions against it. For example,
the government filed several claims with the CNV
to have Papel Prensa’s resolutions declared void
for administrative purposes. Several summary
proceedings against the Company, its directors,
members of the supervisory committee and
statutory auditors are currently pending before
the CNV. Another example is Resolution No.
17,102/13, issued within the framework of Case
No. 1032/2010, whereby the CNV imposed a fine
against the Company and the members of its
corporate bodies. On the legislative front, in 2011
Congress enacted Law No. 26,736, whereby the
production and sale of newsprint was declared a
matter of public interest. Said law is still effective
and so are the limits on production and import of
newsprint and the price per newsprint ton.
Additionally, under the Capital Markets Law,
which was regulated by the Executive in 2013,
the Argentine Securities Exchange Commission
was vested with additional, discretionary powers
to intervene in the governance of publicly traded
companies. The CNV moved forward with certain
administrative proceedings concerning the
companies of Grupo Clarín that may lead to the
application of the most controversial aspects of
the Capital Markets Law. In fact, in July 2013,
the CNV issued Resolution No. 17,131, whereby
the General Ordinary Shareholders’ Meeting
of Grupo Clarín S.A. held on April 25, 2013 was
declared null and void. The effects of this decision
were suspended pursuant to a decision rendered
by Chamber V of the National Court on Federal
Administrative Matters in re “GRUPO CLARIN
S.A. vs. CNV RESOL. 17,131/13 (FILE 737/13)”
File No. 29,563/13. Grupo Clarín S.A. was also
served notice of an injunction issued on August
12, 2013 by Chamber A of the Federal Court of
Appeals on Commercial Matters in re "SZWARC
RUBEN MARIO vs. NATIONAL GOVERNMENT
AND OTHERS on Injunction", a claim brought
by one of the Company’s minority shareholders.
The injunction provided for the suspension of
the effects of Section 20 of Law No. 26,831 in
connection with Grupo Clarín S.A.
The proposal involves a division of Grupo Clarín’s
current structure into six independent corporate
units, whose respective owners will be defined
as the implementation process progresses. This
way, each unit will conform individually to the
provisions of Sections 45 and 46 of the LSCA and
its implementing regulations, and will be divided
according to the following detail:
• UNIT I: composed by (a) ARTEAR, owner of the signal of Canal
13 of Buenos Aires and the news signal TN (Todo Noticias).
ARTEAR will also maintain its interest in (i) Telecor, holder of
the license of Canal 12 of Córdoba and (ii) Bariloche TV, holder
of the license of Canal 6 of Bariloche. (b) Radio Mitre, which will
maintain the frequencies AM 790 and FM 100 in Buenos Aires,
AM 810 and FM 102.9 in Córdoba, and FM 100.3 in Mendoza; and
(c) certain assets, liabilities, rights and obligations to be spun off
from Cablevisión (“Cablevisión Spinoff 1”), which will include 24
local licenses for physical link subscription television services, in
cities where there is no incompatibility with broadcast TV.
• UNIT II: composed by the surviving Cablevisión, which will
continue to carry out the business activities and operations of
Cablevisión with all the assets, liabilities, rights and obligations
that are not spun off from Cablevisión. It will include 24 licenses
for physical link subscription television services.
• UNIT III: composed by Cablevisión Spinoff 2, which will include
assets, rights and obligations to be spun off from Cablevisión,
including 18 licenses for physical link subscription television
services and 1 license for radio-electric link subscription
television services.
• Unit iV: (a) composed by IESA, owner of the signals TyC
Sports and TyC Max; (b) the signals El 13 Satelital, Magazine,
Volver, Quiero Música en mi Idioma, Canal Rural and Metro -the
latter involves only the registration for its commercialization-.
• Unit V: held by an individual or legal entity that will not
maintain a corporate relationship with Radio Mitre, its controlling
companies, subsidiaries and/or controlled companies, and which
shall hold: (a) one sound frequency modulation broadcasting
service for the City of San Miguel de Tucumán-FM 99.5, (b) one
sound frequency modulation broadcasting service for the City
of San Carlos de Bariloche-FM 92.1, (c) one sound frequency
modulation broadcasting service for the City of Santa Fe-FM
99.3, and (d) one sound frequency modulation broadcasting
service for the City of Bahía Blanca-FM 96.5.
• Unit Vi: held by an individual or legal entity that will not
maintain a corporate relationship with ARTEAR, its controlling
companies, subsidiaries and/or controlled companies, and
which shall hold one broadcast television license for the City of
Bahía Blanca, Province of Buenos Aires-LU81 TV Canal 7-and an
equity interest in Cuyo Televisión S.A., holder of one broadcast
television license in Mendoza-LV83 TV Canal 9 Mendoza-.
Said proposal contemplates that the Company will
continue to own, directly or indirectly, only one
of the audiovisual communication service Units
(among those defined as Unit I and Unit II) of the
six that were described above.
The proposal submitted by the Company requires
the approval of AFSCA, the intervention of other
governmental and oversight agencies and the
approval of the shareholders at the respective
Shareholders’ Meetings in order to carry out
the restructuring and the transfer of licenses,
assets, liabilities and operations to third parties.
On February 18, 2014, the AFSCA declared
the admissibility of said proposal and granted
the Company a term of 180 calendar days for
its implementation. On February 18, 2014, the
Company’s Board of Directors decided to call an
Extraordinary Shareholders’ Meeting to be held
on March 20, 2014, in order to consider AFSCA
Resolution No. 193/2014 and to instruct the
Board of Directors to begin implementation of the
proposal.
During 2013, the Company and its subsidiaries
were also subject to other administrative attacks
and maneuvers. The effects of Resolution No.
50 of the Secretariat of Domestic Trade and
subsequent resolutions issued in connection
thereto, which arbitrarily and discriminatorily
sought to fix Cablevisión S.A.’s monthly basic
subscription price, were suspended by the Federal
Court of the City of Mar del Plata in response to
a claim filed by the Argentine Cable Television
Association. Additionally, in connection with an
administrative resolution issued by SECOM in
2010, whereby Fibertel’s license was revoked,
there are preliminary injunctions that suspend
the application of the resolution and challenge its
legality that are still effective.
At the same time, the attack against independent
media affected again the distribution of
newspapers and magazines by means of
blockades to printing facilities, and included
continued actions by several official agencies
to seek control of newsprint, the basic input for
newspaper production.
The government’s attempt to gain control of
the paper industry has intensified, through
several measures that sought to hinder the
management of Papel Prensa (Papel Prensa
supplies approximately 95% of the Argentine
newspapers and the Company indirectly holds
a 49% equity interest in that company). The
government has tried to interfere with Papel
08
09
THE COMPANY. ORIGIN, EVOLUTION AND PROFILE
Grupo Clarín is Argentina’s most prominent and
diversified media group and one of the most
important in the Spanish-speaking world. The
Company is organized and operates in Argentina and
its controlling shareholders and management are
Argentine. Grupo Clarín is present in the Argentine
printed media, radio, broadcast and cable television,
audiovisual production, the printing industry and
Internet access. Its leadership in the different
media is a competitive advantage that enables
Grupo Clarín to generate significant synergies and
expand into new markets. Substantially all of Grupo
Clarín’s assets, operations and clients are located in
Argentina, where it generates most of its revenues.
The Company also carries out operations at a
regional level.
The companies that comprise Grupo Clarín employ
around 16,000 people and, as of year-end, reported
annual net sales of Ps.14.184 billion.
Grupo Clarín’s history dates back to 1945, the year
in which Roberto Noble founded the newspaper
Clarín of Buenos Aires (“Diario Clarín”), with
the goal of becoming a mass-distribution and
quality newspaper, privileging information and
committing to the comprehensive development
of the country. Since 1969, Diario Clarín has been
led by his wife, Ernestina Herrera de Noble. It
became the flagship national newspaper and has
consolidated its position throughout the years
thanks to the work of its journalists and the loyalty
of its readers. Diario Clarín is now one of the
Spanish-language newspapers with the highest
circulation in the world. Grupo Clarín has been
one of the main actors in the changes undergone
by the media worldwide. It has incorporated
new and varied printing activities and decided to
embrace technological developments, investing
to reach its audiences through new platforms and
channels and through new audiovisual and digital
languages.
In this way, Grupo Clarín entered the radio and
television sectors. Today, it is the owner of one
of the two leading broadcast television channels
in Argentina (ARTEAR/El Trece) and of AM/
FM broadcast radio stations. Along with the
newspaper, these media are recognized as the
most credible and considered leaders of Argentine
journalism in one of the most diverse media
markets in the world. For example, in Buenos
Aires, the Company’s media compete in a market
that has 5 broadcast television stations, 550
radios, and 12 national newspapers.
Grupo Clarín also publishes Olé, the first and
only sports newspaper in Argentina; the free
newspaper La Razón and the magazines Ñ,
Genios, Jardín de Genios, Pymes and Elle, among
other publications. Through CIMECO, the Company
holds equity interests in the newspapers La Voz
del Interior, Día a Día and Los Andes, in a market of
approximately 200 regional and local newspapers.
The Company also holds an equity interest in a
national news agency (DyN). In the audiovisual
arena, the Company also produces one of the 5
cable news signals (Todo Noticias), and the cable
television signals Volver and Magazine, among
others, sports channels and events (TyC Sports),
television series and motion pictures (through Pol-Ka,
Ideas del Sur and Patagonik Film Group).
Internet access. Since
Another strength lies in its strategic stake in
the content distribution sector, through cable
television and
the
beginning of Multicanal's operations in 1992 and
after the recent acquisition of a majority interest
in Cablevisión, Grupo Clarín has created one of the
largest cable television systems in Latin America
in terms of subscribers. Cablevisión is the first
cable operator in Argentina among 700 operators
and always competes with other cable or satellite
options. Through Fibertel, it also provides high-
speed Internet services and has one of the largest
subscriber bases in a highly competitive market.
In line with the global trend, Grupo Clarín has
committed itself to expanding digital content
production. Grupo Clarín’s Internet portals and
sites receive more than half of the visits to
Argentine websites.
In 1999 Grupo Clarín was incorporated as an
Argentine sociedad anónima, a corporation with
limited liability. It gradually opened its capital to
other participants and, since October 2007, it is
listed on the Buenos Aires Stock Exchange and
on the London Stock Exchange. It takes pride
in having grown in Argentina, in being a source
of influence on a local level in an increasingly
transnational market with a size that enables it
to compete without losing strength among large
international players.
Grupo Clarín’s investments in Argentina in the last
20 years have been very significant, always with
the same central focus: Journalism and the media.
Its activities have contributed to the creation of
an important Argentine cultural industry and
generate qualified and genuine employment. Its
vision and business model focus on investing,
producing, informing and entertaining, preserving
Argentine values and identity, and preserving
business independence in order to ensure
journalistic independence.
In relation to its mission and values, since its
foundation, Grupo Clarín has undertaken intense
community activities. Grupo Clarín, together with
the Noble Foundation, which was established in
1966, organizes and sponsors several programs
and activities, particularly focused on education,
culture and citizen participation. Furthermore, as
an indication of its social responsibility throughout
its history, Grupo Clarín focuses on the ongoing
improvement of its processes, develops initiatives
that arise from discussions with different
stakeholders, and works for sustainability.
THIS CHART ILLUSTRATES COMPANIES IN wHICH
GRUPO CLARíN PARTICIPATES DIRECTLY OR
INDIRECTLY, ORGANIZED BY BUSINESS SEGMENT
Because Argentine Corporate Law No. 19,550
(as amended, the “Argentine Corporate Law”) requires
that companies have at least two shareholders,
a small percentage of the capital stock of certain of our
subsidiaries is held by GC Minor S.A., a company owned
by Grupo Clarín (95.3%) and GC Dominio S.A. (4.7%).
This chart does not include certain intermediate
holding vehicles and certain subsidiaries that do not
have significant assets or business.
10
11
GRUPO CLARíN AND ITS BUSINESS
SEGMENTS IN 2013
In terms of results, Grupo Clarín and its business
segments grew again in 2013 in a highly challenging
context. During this year the Company consolidated
the positive performance trends of the previous
years in terms of revenues.
NET CONSOLIDATED SALES increased by 25.3%, from
Ps.11.319 billion to Ps.14.184 billion. The growth
in cable modem Internet access subscribers played
a key role in the performance of subscription
revenues. Sales of the remainder of the Company’s
products and services also increased.
By the end of 2013, Grupo Clarín’s gross
consolidated financial indebtedness (including
sellers financing, accrued interest and fair
value adjustments) was approximately Ps.4.142
billion, while net consolidated indebtedness was
approximately Ps.2.535,5 billion, accounting for
an increase of 29.9% and 31.0%, respectively.
This was mostly due to the fact that approximately
91% of the Company’s indebtness as of December
31, 2013 is denominated in US dollars and that the
Argentine Peso depreciated by 32.5% in 2013, from
Ps.4.92 = USD 1 as of December 31, 2012 to Ps.6.52
= USD 1 as of December 31, 2013.
COST OF SALES (ExCLUDING DEPRECIATION AND
AMORTIZATION) reached Ps.7,163.3 million, an
increase of 25.4% from Ps.5,713.0 million reported
for 2012 due to higher costs in our business
segments, mainly in Cable TV and Internet access
and in Printing and Publishing.
SELLING AND ADMINISTRATIVE ExPENSES (ExCLUDING
DEPRECIATION AND AMORTIZATION) reached Ps.3,747.0
million, an increase of 32.3% from Ps.2,833.2
million in 2012. This increase was mainly due to
higher costs in the Cable TV and Internet access
and Printing and Publishing segments.
SALES BREAkDOwN BY SOURCE OF REVENUE - DECEMBER 2013 VS. DECEMBER 2012
(In millions of Ps.)
CABLE TV &
INTERNET ACCESS
PRINTING &
PUBLISHING
BROADCASTING
& PROGRAMMING
DIGITAL CONTENT
& OTHERS
ELIMINATIONS
TOTAL
%
2013
2012
2013
2012
2013
2012
2013
2012
2013
2012
2013
2012
2013
2012
Advertising
80.3
49.7
1,235.9
1,251.8
1,398.0
1,069.6
55.4
51.2
(128.2)
(126.5)
2,641.4
2,295.7
18.6%
20.3%
Circulation
Printing
-
-
-
-
1,091.0
879.5
218.5
169.0
Video Subs
7,398.3
5,704.8
Internet Subs
1,909.7
1,595.2
Programming
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
329.5
244.9
-
-
-
-
-
-
-
-
-
-
(4.0)
-
1,086.9
879.5
7.7%
7.8%
(49.2)
(43.5)
169.4
125.6
1.2%
1.1%
-
-
7,398.3
5,704.8
52.2%
50.4%
(8.2)
(6.8)
1,901.6
1,588.4
13.4%
14.0%
(85.5)
(70.4)
244.1
174.5
1.7%
1.5%
Other Sales
360.8
251.9
107.4
85.4
144.2
134.5
440.8
312.6
(310.4)
(234.0)
742.7
550.5
5.2%
4.9%
Total Sales
9,749.1
7,601.6
2,652.8
2,385.7
1,871.7
1,449.0
496.1
363.8
(585.5)
(481.2)
14,184.3
11,318.9
100.0%
100.0%
ADjUSTED EBITDA
(In millions of Ps.)
Cable TV and Internet Access
Printing and Publishing
Broadcasting and Programming
Digital Content and Others
Subtotal
Eliminations
Total
2013
2,850.7
76.2
334.1
13,1
3,274.0
-
3,274.0
2012
2,406.9
229.9
136.1
(0.2)
2,772.7
-
2,772.7
YoY
18.4%
(66.9%)
145.6%
6,645.5%
18.1%
NA
18.1%
ADjUSTED EBITDA reached Ps.3,274.0 million, an
increase of 18.1% from Ps.2,772.7 million reported
for 2012, driven by higher sales in the Cable TV and
Internet access and Broadcasting and Programming
segments, and mainly due to margin expansion in
Broadcasting and Programming segment; although
was partially offset by a lower EBITDA in the
Printing and Publishing segment.
DEBT AND LIqUIDITY
(In millions of Ps.)
Short-Term and Long-Term Debt
Current Financial Debt
Financial Loans
Negotiable Obligations
Accrued Interest
Acquisition of Equipment
Sellers Financing Capital
Sellers Financing Accrued Interest
Related Parties Capital
Related Parties Accrued Interest
Bank Overdraft
Non-Current Financial Debt
Financial Loans
Negotiable Obligations
Accrued Interest
Acquisition of Equipment
Sellers Financing Capital
Sellers Financing Accrued Interest
Related Parties Capital
Related Parties Accrued Interest
Bank Overdraft
Total Financial Debt (A)
Measurement at Fair Value
Total Short-Term and Long-Term Debt
Cash and Cash Equivalents(B)
Net Debt(A) - (B)
Net Debt/Adjusted EBITDA(1)
% USD Debt
% Ar. Ps. Debt
FY13
1,295.9
49.5
924.6
120.1
90.3
3.5
-
9.9
1.1
97.0
2,890.1
247.1
2,531.9
-
104.7
-
-
4.2
2.2
-
4,186.0
(43.1)
4,142.8
1,650.5
2,535.5
0.77x
90.6%
9.4%
DEBT PROFILE AS OF DECEMBER 31TH, 2013*
(US$ MM, Balance Sheet)
FY12
% Change
501.3
130.6
165.2
95.0
70.1
1.1
-
13.2
0.1
25.9
2,738.3
24.5
2,576.7
-
131.0
0.3
-
4.2
1.5
-
3,239.7
(50.9)
3,188.8
1,304.7
1,934.9
0.70x
96.6%
3.4%
158.5%
(62.1%)
459.7%
26.3%
28.9%
215.7%
NA
(25.3%)
796.6%
273.8%
5.5%
907.3%
(1.7%)
NA
(20.1%)
(100.0%)
NA
-
41.1%
NA
29.2%
15.2%
29.9%
26.5%
31.0%
11.0%
(6.2%)
174.5%
621
179
178
131
90
44
2014
2015
2016
2017
2018
Total debt
*Exchange Rate: 6.52 ARS/ USD.
640
600
560
520
480
440
400
360
320
280
240
200
160
120
80
40
0
FINANCIAL RESULTS NET totaled Ps.(1,475.8) million
compared to Ps.(916.2) million for 2012. The
increase was mainly due to higher interest
expenses and peso depreciation during 2013,
which went from Ps.4.92 per dollar at the end
of December 2012, to Ps.6.52 per dollar as of
December 31th, 2013.
EqUITY IN EARNINGS FROM UNCONSOLIDATED AFFILIATES
in 2013 totaled Ps.140.0 million, compared to
Ps.13.7 million for 2012.
OTHER INCOME (ExPENSES), NET reached Ps.85.4
million, compared to Ps.0.6 million in 2012.
INCOME TAx as of December 2013 reached Ps.(92.7)
million, from Ps.(524.9) million in December 2012.
INCOME FROM DISCONTINUED OPERATIONS, reached
Ps.498.7 million in 2012.
NET INCOME totaled Ps.800.7 million, a decrease
of 17.7% from Ps.972.3 million reported for
2012. This was mainly a consequence of higher
EBITDA in the Cable TV and Internet access and
Broadcasting and Programming segments, and
was partially offset by a lower EBITDA in the
Printing and Publishing segment and the peso
depreciation. The Equity Shareholders Net Income
amounted to Ps.479.8 million, a decrease of 0.5%
compared with December 2012.
CASH USED IN ACqUISITIONS OF PROPERTY, PLANT AND
EqUIPMENT (CAPEx) totaled Ps.1,859.3 million in
2013, an increase of 34.4% from Ps.1,383.0 million
reported for 2012. Out of the total CAPEX in 2013,
95.5% was allocated to the Cable TV and Internet
access segment, 1.9% to the Digital Content and
Others segment remaining 2.6% to other activities.
Capex in the Cable TV and Internet Access segment
pertains to subscriber growth, network upgrades
and digitalization.
DEBT PROFILE(1): Debt coverage ratio for the period
ended December 31th, 2013 was 1.28x and the Net
Debt at the end of this period totaled Ps.2,535.5
million.
(1) Debt Coverage Ratio is defined as Total Financial Debt divided by Adjusted
EBITDA (Last Twelve Months). Total Financial debt is defined as financial loans
and debt for acquisitions, including accrued interest.
12
13
SUPPLEMENTARY FINANCIAL INFORMATION
SET-UP OF RESERVES
Pursuant to the Argentine Corporate Law and CNV
resolutions, Grupo Clarín is required to set up a
legal reserve of no less than 5% of each year’s
retained earnings until such reserve reaches
20% of its outstanding capital stock plus the
corresponding adjustment. The legal reserve is not
available for distribution to shareholders.
DIVIDEND POLICY
Grupo Clarín does not have a formal dividend policy
governing the amount and payment of dividends or
other distributions. According to its By-laws and
the Argentine Corporate Law, Grupo Clarín may
lawfully pay and make declarations of dividends
only out of the retained earnings stated in the
Company’s annual Financial Statements prepared
in accordance with Argentine GAAP and CNV
regulations and approved at the Shareholders’
Meeting. In such case, dividends must be paid on
a pro rata basis to all holders of shares of common
stock as of the relevant record date.
FINANCIAL POSITION AND
RESULTS OF ITS OPERATIONS
During this year, the main changes in the
Company’s financial position and results of its
operations were the following:
Working capital (current assets minus current
liabilities) at year-end increased by Ps.234 million
compared to the previous year, from (negative)
Ps.68.6 million to (positive) Ps.165.4 million. This
increase is basically evidenced in the increase
in Company funds (the items Cash and Banks
and Other Current Investments) in the amount of
Ps.144.3 million, paired with an increase in the
net balance of receivables and liabilities between
related parties.
With respect to non-current items, the most
significant variation was recorded under
Investments, due to the results obtained by Grupo
Clarín’s subsidiaries, mainly Cablevisión S.A.
(indirectly), Arte Gráfico Editorial Argentino S.A.
and Arte Radiotelevisivo Argentino S.A.
The Statement of Operations as of December 31,
2013 recorded a net income of Ps.479.8 million.
Such income is basically derived from earnings of
Ps 505.7 million resulting from equity investments
in affiliates and subsidiaries.
Grupo Clarín S.A. is still controlled by GC Dominio
S.A., which holds 64.2% of its voting rights.
PROPOSAL OF THE BOARD OF DIRECTORS
Net income for the year ended
Ps.479,831,556
on December 31, 2013
In light of the situation outlined in this Annual
Report in connection with the proposal to conform
to the LSCA, the financial position of certain
subsidiaries, the dividend distribution proposal
presented by the Boards of Directors of each of
Grupo Clarín’s subsidiaries, and the expected
future cash flows from operating and financing
activities, the Board of Directors considers that
a dividend distribution proposal in excess of
Ps.240,000,000 would not be prudent. Hence,
the Board of Directors proposes to the Annual
Ordinary Shareholders’ Meeting that such income
be distributed as follows:
To the Legal Reserve
Ps.6,750,470
Dividend distribution in cash
Ps.240,000,000
To the Optional Reserve to give
Ps.233,081,086
financial aid to its subsidiaries
and the LSCA
Below is a summary of the main criteria on which
the above allocation proposed by the Board of
Directors is based:
- Legal reserve: the legal reserve was calculated
pursuant to Section 70 of Law No. 19,550 and CNV
resolutions, considering 5% of the net income for
the year, until it reaches 20% of the capital stock,
plus the balance of the Capital Stock Adjustment
account.
- Optional Reserve to give financial aid to
subsidiaries and the Broadcasting Law: as
mentioned above in this Annual Report and as
exhaustively described in the Company’s financial
statements, the circumstances that gave rise to
the setting up of this reserve are still prevailing.
Additionally, the Board of Directors proposes to
the Shareholders that the remaining net income
for the year be appropriated to this optional
reserve, because from the perspective of aprudent
and reasonable management policy, one should
expect, in light of the upcoming completion of
the process to conform to the LSCA and the
uncertainties relating to the implementation of
the proposal, the Company could require, among
other things, significant resources.
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CORPORATE GOVERNANCE, ORGANIZATION AND INTERNAL CONTROL SYSTEM
Grupo Clarín’s Board of Directors is responsible
for the Company’s management and approves its
policies and overall strategies. Pursuant to the By-
laws, the Board of Directors is comprised by ten
permanent directors and ten alternate directors
who are elected at the Ordinary Shareholders’
Meeting on an annual basis. Four of them (two
permanent and two alternate members) are
required to be independent directors, appointed in
accordance with the requirements provided under
the CNV rules.
MEMBERS OF THE BOARD OF DIRECTORS
Grupo Clarín’s Board of Directors is comprised by
the following members, appointed at the Annual
Ordinary Shareholders’ Meeting and Special
Meeting per Class of Shares, held on April 25, 2013:
Héctor Horacio Magnetto*1
Chairman
ExECUTIVE MANAGEMENT COMMITTEE
Day-to-day business decisions of Grupo Clarín are
made by an Executive Management Committee
formed by three members of the Board of Directors:
Héctor Horacio Magnetto; José Antonio Aranda;
Lucio Rafael Pagliaro.
Grupo Clarín also has a Supervisory Committee
comprised of 3 permanent members and 3 alternate
members, who are also appointed on an annual
basis at the Ordinary Shareholders’ Meeting. The
Board of Directors, through an Audit Committee,
is in charge of the ongoing oversight of all matters
related to control information systems and risk
management, and issues an annual report on
these topics. The members of the Company’s Audit
Committee may be nominated by any member of
the Board of Directors and a majority of its members
must meet the independence requirement provided
under CNV rules.
José Antonio Aranda*1
Lucio Rafael Pagliaro*1
Alejandro Alberto Urricelqui*2
Jorge Carlos Rendo*2
Pablo César Casey
Ralph Booth II*1
Luis María Blaquier
Lorenzo Calcagno
Vice Chairman
SUPERVISORY COMMITTEE
Director
Director
Director
Director
Director
Director
Grupo Clarín’s Supervisory Committee is comprised
by the following members, appointed at the Annual
Ordinary Shareholders’ Meeting and Special
Meeting per Class of Shares, held on April 25, 2013:
Independent Director
Raúl Antonio Morán
Alberto César José Menzani
Independent Director
Carlos A. P. Di Candia
Pablo San Martín
Hugo Ernesto López
Héctor Mario Aranda*1
Alternate Director
Rubén Suárez
Saturnino Lorenzo Herrero Mitjans*1
Alternate Director
Miguel Ángel Mazzei
Ignacio R. Driollet *1
Lucio Andrés Pagliaro
José María Sáenz Valiente (h)
Alternate Director
Alternate Director
Alternate Director
Ignacio José María Sáenz Valiente
Alternate Director
AUDIT COMMITTEE
Permanent Member
Permanent Member
Permanent Member
Alternate Member
Alternate Member
Alternate Member
Carlos Rebay
Luis Germán Fernández
Sebastián Bardengo*1
Alternate Director
The Audit Committee is comprised as follows:
Alternate Director
Alternate Director
Alberto César José Menzani
Martín Gonzalo Etchevers
Alternate Director
Lorenzo Calcagno
Chairman
Vice Chairman
Alejandro Alberto Urricelqui
Permanent Member
Pablo César Casey
Carlos Rebay
Luis Germán Fernández
Alternate Member
Alternate Member
Alternate Member
*1. Permanent Directors Héctor Horacio Magnetto, José Antonio Aranda, Lucio Rafael Pagliaro and
Ralph Booth II requested a leave of absence from their respective offices as from February 28, 2014 until the
next Annual Shareholders’ Meeting, at which time the Company’s authorities will be renewed. They were
replaced by the following Directors: Héctor Mario Aranda, Saturnino Lorenzo Herrero Mitjans, Ignacio R. Driollet
and Sebastián Bardengo.
*2. Effective as from the date stated above, the Board of Directors appointed Mr. Jorge Carlos Rendo as
Chairman and Mr. Alejandro Alberto Urricelqui as Vice Chairman of the Company.
14
15
CORPORATE GOVERNANCE, ORGANIZATION AND INTERNAL CONTROL SYSTEM
To assist the Executive Committee in their daily
duties, Grupo Clarín organizes its activities under
an executive structure comprising: External
Relations Department; Corporate Finance
Department; Corporate Control Department;
Corporate Strategy Department; Audiovisual
Content Department; Corporate Human Resources
Department; Corporate Affairs Department;
Digital Content Department.
The overall criteria used to appoint managers are
based on the background and experience in the
position and the industry, companies they have
worked for, age, professional and moral aptitude,
among other factors.
In order to identify opportunities and streamline
structures and systems with the aim of improving
processes and making informed decisions, Grupo
Clarín sets forth several procedures and policies
for controlling the Company’s operations. The
areas responsible for the Company’s internal
controls, both at the Company level and at the
level of its subsidiaries and affiliates, contribute
to the safeguarding of shareholders’ equity,
the reliability of financial information and the
compliance with laws and regulations.
Grupo Clarín does not have any stock option plans
in place for its personnel.
Compensation of the members of the Board of
Directors and senior management
Compensation of the members of the Board of
Directors is decided at the Shareholders’ Meeting
after the close of each fiscal year, considering the
cap established by Section 261 of Law No. 19,550
and related regulations of the CNV.
All of Grupo Clarín’s subsidiaries have
compensation arrangements with all of their
officers in executive and managerial positions,
which contemplate a
fixed and variable
remuneration scheme. Fixed compensation is
tied to the level of responsibility attached to
each position, prevailing market salaries and
performance. The annual variable component is
tied to performance during the fiscal year based
on the objectives set at the beginning of the year.
As mentioned in Note 20 to the Parent Only
Financial Statements, on January 1, 2008 Grupo
Clarín began to implement a long-term savings
plan for certain executives of Grupo Clarín and its
subsidiaries. Executives who adhere to such plan
will contribute regularly a limited portion of their
salary to a fund that will allow them to increase
their income at the retirement age. Furthermore,
each company matches the sum contributed by
such executives. This matching contribution will
be added to the fund raised by the employees.
Under certain conditions, employees may access
such fund upon retirement or upon termination
of their jobs with Grupo Clarín. This long-term
benefit has a strong withholding component and
is considered as an integral part of the employee’s
total compensation for comparative purposes with
prevailing market salaries. During 2013, certain
changes were made to the savings system,
although its operation mechanism and the main
characteristics with regard to the obligations
CORPORATE GOVERNANCE, ORGANIZATION AND INTERNAL CONTROL SYSTEM
STOCK INFORMATION AND SHAREHOLDER STRUCTURE
Grupo Clarín is listed in the Buenos Aires Stock Exchange where it
trades its shares, and in the London Stock Exchanges, where it trades
its shares in the form of GDS.
London Stock Exchange (LSE) - ticker:
Bolsa de Comercio de Buenos aires (BCBa) - ticker:
GCLa (BCBa) Price per share, december 31, 2013
GCLa (LSE) Price per GdS, december 31, 2013
total Shares
total GdS
EqUity PaRtiCiPation at iPo1
(%)
70.9%
Controlling Shareholders2
ShaREhoLdER StRUCtURE
number of Shares4
• Controlling Shareholders
• GS Unidos, LLC (RB)
• Free Float
- international
- Local
totaL
GCLa
GCLa
PS. 23.0
US$ 6.0
287.418.584
143.709.292
8.8%
GS Unidos, LLC (RB)3
20.3%
Free Float
204,030,227
25,156,869
58,231,488
27,380,848 (47%)
30,850,640 (53%)
287,418,584
1 Since the IPO, our shareholders and management acquired approximately 7.8 MM shares (13.7% of the free float)
2 Controlling Shareholders: Ernestina H. de Noble, Héctor H. Magnetto, José Antonio Aranda and Lucio Rafael Pagliaro
3 GS Unidos, LLC, a company under the indirect control of Mr. Ralph Booth (Director)
4 As of March 10th, 2014
16
17
undertaken by the company were essentially
maintained.
The parameters used in fixing compensations are
in line with customary market practices followed
by companies of the scale of Grupo Clarín. To this
end, the Company assesses the relative weight of
the several positions within the company, as well
as the performance of the employee that holds the
position. In order to assess positions and compare
salaries in different markets, the Company
uses the services and reports of prestigious HR
companies at the national and international level.
Code of Corporate Governance
In addition to the aforementioned and in
conformity with the CNV’s decisions concerning
the filing of the report about compliance with
the Code of Corporate Governance (Resolution
No. 606/12), Grupo Clarín prepared the report for
the year under analysis, which is attached as an
exhibit to this annual report.
CABLE TELEVISION AND INTERNET ACCESS
Grupo Clarín operates, through Cablevisión,
one of the main regional cable television and
broadband systems. This segment’s revenues
mainly derive from monthly subscriptions to cable
television service and high-speed Internet access.
Its revenues also derive from connection and
advertising charges, sales of premium and pay-
per-view programming, digital packages, DVR,
high definition (HD) signal packages, VOD (Video
On Demand) services and the magazine.
Out of Grupo Clarín’s total sales in 2013 the
Cable TV and Internet access segment was the
Company’s main revenue driver, with sales of
Ps.9.782 billion, considering intersegment sales.
Includes Recognition of revenues from cable TV
and Internet installation services and transactions
including separate items and the nonconsolidation
of structured entities
In terms of geographic availability of Grupo
Clarín's services, by the end of 2013, its network
reached approximately 7.4 million Argentine
households. Grupo Clarín provides services in the
City of Buenos Aires and suburban areas, as well
as in the cities of Buenos Aires, Santa Fe, Entre
Ríos, Córdoba, Corrientes, Formosa, Misiones,
Salta, Chaco, Neuquén and Río Negro. Regionally,
Grupo Clarín also operates in Uruguay.
nEt SaLES
(in millions of Ps.)
adjUStEd EBitda
(in millions of Ps.)
10,000
9,000
8,000
7,000
6,000
5,000
4,000
3,000
2,000
1,000
0
7,601.6
9,749.1
yoy
28.3%
Cable tV &
internet access
3,000
2,700
2,400
2,100
1,800
1,500
1,200
900
600
300
0
2,406.9
2,850.7
yoy
18.4%
Cable tV &
internet access
2012
2013
2012
2013
S
S
E
C
C
A
T
E
N
R
E
T
N
I
&
N
O
I
S
I
V
E
L
E
T
E
L
B
A
C
1
18
19
OpERATING STATISTICS - CABLE TV AND INTERNET ACCESS
Homes passed(1)
Bidirectional Homes passed
CABLE TV
Total Consolidated Subscribers(1)(3)
Subscribers - Argentina
Subscribers - International
Uruguay
% over Homes Passed
Total Equity Subscribers(4)
Churn Rate %
DIGITAL VIDEO
Digital Ready Pay TV Subs
Total Digital Decoders
Argentina
International
Penetration over Digital Ready TV Subs
INTERNET SUBSCRIBERS
Total Internet Subscribers(1)
Cablemodem(1)
ADSL(1)
Dial Up(1)
% over Bidirectional Homes Passed
Total ARpU(2)
(1) Figures in thousands
2013
7,509.5
66.5%
3,492.5
3,367.5
125.0
125.0
46.5%
3,618.8
15.3%
2,769.7
1,260.0
1,117.2
142.8
45.5%
1,711.6
1,699.4
5.83
6.4
34.3%
235.6
2012
7,455.9
63.9%
3,404.7
3,288.8
115.9
115.9
45.7%
3,523.2
15.0%
2,689.3
1,107.2
990.0
117.2
41.2%
1,504.4
1,489.4
8.4
6.6
31.6%
186.9
YoY
0.7%
4.1%
2.6%
2.4%
7.9%
7.9%
1.8%
2.7%
2.1%
3.0%
13.8%
12.9%
21.8%
10.5%
13.8%
14.1%
(30.6%)
(3.1%)
8.5%
26.1%
(2) Net Sales / Average Pay TV Subscribers (does not include subscribers from discontinued operations in Paraguay).
(3) Total subscribers consolidated following the same consolidation methods used in the financial statements as of each year end.
(4) Total subscribers considering the equity share in each subsidiary.
CABLE TELEVISION AND INTERNET ACCESS
As of December 31, 2013, it had approximately
3,367,500 paid TV subscribers in Argentina,
125,000 in Uruguay and 1,711,600 Internet
subscribers in Argentina.
platform, Cablevisión broadcast events in 3D
for customers subscribed to the Premium HD
service who have the suitable equipment for
such technology.
In order to increase its brand value, move
forward with innovation and content production
to meet client demands and continue with the
development of the digital products launched
in 2007, during the last quarter of 2012,
Cablevisión launched the VOD (Video On
Demand) platform that allows subscribers to
buy programs or event packages on demand
through a programming library and that
features video functions (pause, fast-forward,
rewind). The VOD content has signals, such
as, Wobi TV, HBO, Discovery, ARTEAR, among
others.
Cablevisión also offers Cablevisión Flex, an
optional social service of digital paid television
with a reduced subscription, to approximately
500,000 neighbors of
low-income areas.
This service, which seeks to enhance "digital
inclusion", includes the installation of digital
set-top units and allows clients to buy a
service with fewer signals for half the price
and gradually buy additional signal packages
until completing a full basic product.
By the end of 2013, most of the homes in
Cablevisión’s network were passed by its 750Mhz
bi-directional broadband. Cablevisión’s 750MHz
networks enable it to offer services and products
that generate additional revenues, such as access
to Internet, digital services and premium channels.
programming, Cable Television
and Internet Services
Cablevisión offers subscribers a basic service
plan that
includes the main programming
signals, depending on the capacity of local
networks. It offers basic and premium
programming from more than 25 providers and
broadcast television stations of the City of
Buenos Aires.
Cablevisión's subscribers may purchase
premium packages in addition to the basic
service for an additional fee. These packages
or services have a number of signals additional
to those offered in the basic package, with a
unique content differentiated by film genre,
adult programming, sports or a combination of
these options.
Cablevisión is also offering digital services
to its subscribers that include a basic
digital package, as well as Premium and
High Definition (HD) services and Video On
Demand (“VOD”) programming. The digital
service reaches the City of Buenos Aires and
its surrounding areas (the “AMBA Region”),
the city of La Plata and the major markets of
the provinces (for instance, Córdoba, Rosario,
Santa Fe, etc.). This service enables to broaden
the signal offering and features an on-screen
programming guide.
Cablevisión offers a high definition signal
package (Cablevisión Digital HD) as well as the
Cablevisión Max HD product in locations with
the necessary technology to broadcast under
this format. During 2013 and through the HD
20
21
CABLE TELEVISION AND INTERNET ACCESS
totaL intERnEt SUBSCRiBERS
(in millions of Ps.)
2,000
1,750
1,500
1,250
1,000
750
500
250
0
1,504.4
1,711.6
yoy
13.8%
Cable tV &
internet access
2012
2013
As to Internet access services, Cablevisión
has been offering high-speed cable modem
Internet access through its networks under
the Fibertel brand since September 1997.
Cablevisión's
Internet access products are
specially customized to the needs of each
residential or corporate user, providing specific
solutions, such as, virtual private network or
“VPN” services, traditional Internet Protocol
(“IP”) connections and corporate products that
include additional services.
Fibertel is undoubtedly the broadband service
that offers the best variety of speeds in the
market, widely and at competitive prices.
Since 2011, it has offered the Fibertel Evolution
product, becoming the first Internet provider in
the country in incorporating the new "Wideband"
technology to its product portfolio. During 2013,
Fibertel launched the 12-mega product extending
its product offering to all of its subscribers, and
continued to provide the 30-mega product, thanks
to the enlarged capacity of its network.
Cablevisión provides high-speed Internet services
in the AMBA region, the cities of La Plata,
Córdoba, Rosario, Campana, Río Cuarto, Posadas,
Salta, Olavarría, Pergamino, Mar del Plata, Bahía
Blanca, Santa Fe, and other cities of the provinces.
As of December 31, 2013, Cablevisión provided
Internet access in Argentina to 1,711,600
subscribers through its own networks.
CABLE TELEVISION AND INTERNET ACCESS
Commercialization and Customer Service
Cablevisión uses several market positioning
mechanisms, including promotions, customer
service center locations, newsletters about
information and
institutional
the company,
programming through its websites. It advertises
its services in the printed media and over its
own broadcasting signals. Cablevisión also
publishes a free monthly guide distributed to
most of its cable television service subscribers
and a monthly magazine called "Miradas",
which is sold to a portion of its subscriber base.
Customer service is provided through an
integrated service center that offers round-
the-clock support, with the aim of optimizing
customer relations. In this regard, it launched
“Sucursal Virtual”, a website that enables its
subscribers to interact with the company to
follow procedures that were previously carried
out through a telephone call or even in person.
Even though most interactions take place over the
phone, subscribers may also contact the customer
service by e-mail, fax, chat, the web site and the
social networks, mainly Facebook and Twitter.
In April 2013, Cablevisión was certified under
the model of the COPC (Customer Operations
Performance Center) standards, which foster
improvements in the processing of customer's
inquiries. Not only was this achieved by making
changes in the procedures, but also by delivering
results that boost customer's satisfaction. This
high-performance management model is used by
the world's leading service companies. In addition,
Cablevisión included a solution called “Interaction
Analytics” that provided further information to
spot opportunities for improvement in customer
service.
Video subscriber turnover rate for the year ended
December 31, 2013 was 15.3%, compared to
15.0% recorded in the previous year.
Competition
Cablevisión competes in the cable television
segment against other cable television operators
and providers of other television services, including
direct, satellite and broadcast services. Given the
fact that licenses are granted on a non-exclusive
basis, Cablevisión's systems are frequently subject
to overlapping of one or multiple competing cable
networks; in addition to the satellite service that
is available throughout the company’s entire
coverage area. Free broadcasting services are
currently available to the Argentine population;
in the AMBA region, these services primarily
include four private television signals (one of
them is controlled by Grupo Clarín) and their local
affiliates, and a national state-owned television
signal. Additionally, under a project aimed at
implementing the Argentine Terrestrial Digital
TV System, the National Government handed
out digital set-top units among certain sectors of
the population that allow free access to certain
signals.
The Argentine cable television industry has
more than 700 operators. The most significant
competitors are Telecentro S.A. located in the
AMBA region and DIRECTV (DTH technology),
and Internet video streaming systems (Netflix,
Arnet play, Speedy) that compete against
Cablevisión nationwide.
The Company can effectively compete against
other cable television providers on the basis of
a competitive price, a higher number of quality
programs and services, and the customer
service it renders through its call-center.
Two other major competitors (Arnet and Speedy)
are identified in the high-speed Internet access
segment; each of them related to one of the
country's two fixed-telephony providers. These
companies also render 3G services through their
brands Personal and Movistar, respectively. Claro
- which had already been selling 3G technology,
started to offer high-speed Internet services
through fiber optics.
Therefore, the Internet access segment faces
fierce competition from several providers in an
ever-growing market.
22
23
PRINTING AND PUBLISHING
Grupo Clarín, through Arte Gráfico Editorial Argentino
S.A. (“AGEA”), is the main newspaper publisher in
Argentina and one of the most prominent editorial
content producers in Latin America.
Out of Grupo Clarín’s total sales in 2013, the Printing
and Publishing segment accounted for Ps.2.653
billion, considering intersegment sales. This
segment derives revenues primarily from the sale of
advertising, newspaper copies and magazines and
optional products.
Arte Gráfico Editorial Argentino
AGEA publishes Clarín, the flagship Argentine
newspaper and one of the most important in terms
of circulation in the Spanish-speaking world;
Olé, founded in 1996, the first and only sports
newspaper of its kind in the Argentine market;
Diario La Razón, a pioneer in the free newspaper
segment; Diario Muy; and regional supplements.
It also publishes Genios, a magazine with a high
penetration rate in the schoolchildren’s segment;
Jardín de Genios, aimed at children between 2
and 5 years of age that comes with a supplement
for parents; Ñ, a cultural magazine that reflects all
cultural news and trends; Revista Pymes, aimed at
small- and medium-sized businesses; and Diario
de Arquitectura, aimed at the construction world,
architects, designers and building contractors,
among other products.
AGEA has a strong presence in the on-line
classified ads segment through vertical sites,
including Autos, Inmuebles y Empleos and in
the Internet content market through its websites
Clarin.com, ole.com.ar, entremujeres.com and
biencasero.com.
nEt SaLES
(in millions of Ps.)
adjUStEd EBitda
(in millions of Ps.)
229.9
3,000
2,700
2,400
2,100
1,800
1,500
1,200
900
600
300
0
2,385.7
2,652.8
yoy
11.2%
Printing &
Publishing
250
225
200
175
150
125
100
75
50
25
0
2012
2013
2012
2013
yoy
(66.9%)
76.2
Printing &
Publishing
24
25
&
G
N
I
T
N
I
R
p
G
N
I
H
S
I
L
B
U
p
2
PRINTING AND PUBLISHING
DIARIO CLARíN
With a long-standing journalistic and commercial
leadership consolidated in its 67-year track record,
Clarín is the most prominent Argentine newspaper
in terms of outreach, circulation and advertising.
The success of its prestigious editorial line lies
in its identification with the needs and emotions
of its audience through a plural and independent
journalistic style that includes the most diverse
opinions. Clarín’s approach to reality is in tune
with its audience, supporting this bond with the
OpERATING STATISTICS - pRINTING AND pUBLISHING
Circulation(1)
Circulation share %(2)
Advertising share %(3)
2013
296.7
38.4%
51.7%
2012
311.7
38.7%
50.3%
YoY
(4.8%)
(0.7%)
2.8%
(1) Average number of copies according to IVC (including Diario Clarín and Olé).
(2) Share in Buenos Aires and Greater Buenos Aires Area (AMBA) Diario Clarín. Source: AGEA and IVC.
(3) Share in Buenos Aires and Greater Buenos Aires Area (AMBA) Diario Clarín. Source: Monitor de Medios Publicitarios S.A.
PRINTING AND PUBLISHING
26
27
responsibility and credibility that characterizes
its journalists. Its extensive and thorough
investigations, approaches and analyses are
conveyed in clear and direct language, providing
its readers with easy access to the different
sections and issues.
During the year, AGEA has received several
recognitions which serve as encouragement to
continue with its excellent work, such as the Citi
Journalistic Excellence Award granted to Ezequiel
Burgo and the 2nd Honorable Mention from the
University of Buenos Aires received by Alfredo
Dillon and Pablo Riggio for their article entitled
“Schools for Adults: The dream of studying”
published in the supplement of Diario Clarín.
With an average daily circulation of 251,000
copies, Clarín’s circulation is 1.6 times higher
than its closest competitor, while Sunday’s sales
exceed 562,000 daily copies, which places it
among the major Sunday newspapers of the
world. Clarín has a 38.4% share of the newspaper
market in the City of Buenos Aires and a 9.6% in
the provinces. At a national level, it has a 23.3%
market share.
Clarín 365, designed to build loyalty among readers
and to reinforce its close bond with them, as well
as to retain circulation, offers its over 260,000
subscribers a discount, promotion and benefit
program they can use in over 1,600 brands and
5,000 stores nationwide. The 365 site (www.365.
com.ar) had more than 4 million accumulated
annual visits as of December 31, 2013.
AGEA leads the print media market with over
Ps.668 million in sales in 2013, ranking first in
terms of advertising revenues and sold advertising
space. AGEA also leads all advertising categories
(display, special section and classified ads). On-
line advertising sales rose by 40% to Ps.124
million, compared to the previous year.
The Zepita facility, where Dario Clarín is printed,
has a surface area of 35,000 m2 and capacity to
store 12,000 tons of newsprint. It has five Goss
Metrocolor rotary offset printing presses that
enable it to print 300,000 copies of 80 full-color
pages per hour. The entire production process is
developed in accordance with leading industrial
criteria -such as the “computer to plate” (CTP)-
and environment preservation standards, such
as, ISO 14001. Ongoing audits are conducted by
companies that are engaged for that purpose.
For the last few years, Clarín has been engaged
in a significant business transformation process.
It started with the production of a single product
-Diario Clarín- that reached its readers through
the newsstands under a reading contract
that was renewed every 24 hours. It had a
direct relationship with advertisers or through
agencies. In the last few years the Company has
maintained those standards and undertaken the
challenge of adjusting its business model to an
increasingly complex environment for traditional
media. Thanks to the proliferation of web sites,
Clarín now maintains a direct link with millions
of readers, where information is updated by the
second, rather than every 24 hours.
PRINTING AND PUBLISHING
products
The basic offer of the newspaper is comprised by
the main body and its supplements: Entertainment,
Sports and Classified ads. Weekly supplements,
such as, Rural, Countries, iEco, Autos, Mujer, Sí,
Viajes, New York Times, Educación and Ollas,
make Diario Clarín one of the most comprehensive
newspapers in the market.
The Company continued to offer 12 regional
newspapers that maintain the concept of
proximity and symmetry with readers. The product
yielded considerable profitability for the fourth
consecutive year and was a good support to the
Thursday edition of Diario Clarín, with coverage
in the following locations: Vicente López, San
Isidro, Morón - Ituzaingó and Hurlingham, Lomas
de Zamora, Avellaneda - Lanús, San Martín - Tres
de Febrero, La Matanza, Tigre - San Fernando,
San Miguel - Malvinas Argentinas - José C. Paz
and Quilmes - Berazategui - Florencio Varela. The
monthly supplements published for Pilar, Escobar,
Zárate and Campana, and Moreno, Rodríguez and
Luján are also part of the offering.
Like every year, the Sports Supplement of Diario
Clarín covered the most prominent sports events
through its usual and its special editions, such as
the Rally Dakar and the Davis Cup editions. As
usual, soccer had its preferential spot. Special
supplements were published covering the
Clausura and Apertura tournaments. The Sports
Supplement held its usual annual award ceremony
Premios Clarín Deporte in 2013, broadcast by TyC
Sports and Clarin.com.
iEco is the economic supplement of Diario Clarín,
and offers readers an in-depth economic review,
the secrets of leading companies, personal
finance, marketing and the labor market. The
Rural supplement is a management tool for the
production sector, embracing all the solutions
and technologies for agricultural businesses.
It is published on a weekly basis. Diario de
Arquitectura is published every Tuesday and offers
professionals a benchmark editorial product. It
develops optional products, which are highly
regarded by the industry.
In order to continue to provide services and add
value to its readers, Diario Clarín constantly
keeps up to date and offers a wide range of
editorial products together with the core product,
addressing the need to satisfy an increasing
segmentation among the diverse demographic
groups. The following are among the most
prominent collectible products for the period: El
cuerpo humano en Acción, Todo Clemente, DC
Súper Amigos, Los secretos del Gran Asador 2013,
Grandes Ideas Grandes Negocios, Los mejores
cuentos de siempre, Cuentos con Moraleja, El
Gran Libro del Tejido 2013, El Gran Libro de las
Tortas, Tartas y Budines, Angry Birds, Un Padre
Nuestro, Ver y aprender, Historia del Siglo XX
Time, Los autos que enamoran a los Argentinos,
El Gran Libro de Clarín del Crochet 2013, Historia
Ilustrada de la Biblia, El gran libro del sushi
y la cocina oriental, La Historia de los Papas,
Biblioteca de Intriga y suspenso, El Mundo de
los Dinosaurios y Otros Animales Prehistóricos,
Libros del viajero National Geographic, Crecer con
Mozart, Monster High.
Internet
Clarin.com is a news and opinion portal with
updates in real time and free access on a
365/24/7 basis, which has been on-line since
1996. In addition to the full version of the printed
newspaper and its archive, Clarin.com features
ongoing updates of news produced and published
by its own journalists, high-definition audiovisual
content production, Android and iOS applications,
and a growing footprint in social networks, such
as, Facebook and Twitter. During 2013, Clarin.com
embarked in an inclusion initiative and launched
a system that can be accessed by people with
disabilities. Clarin.com continues to be the news
site with the highest market share in the Argentine
digital market, with 16 million unique visitors and
around 200 million page views per month.
With its sites “Deautos”, “Argenprop” and
“Empleos Clarín”; the company maintains its
strong presence in the on-line classified ads for
cars, real estate and jobs.
The most outstanding sites in the AGEA network
are Vía Restó, Clarín’s on-line restaurant guide;
Biencasero.com, a site with practical solutions
to enjoy the cooking experience; Entremujeres.
com, which continued to grow in terms of unique
visitors and consolidated itself as one of the most
visited sites, with over 4 million unique visitors;
and Espectaculos.com, a site that keeps readers
updated with the best information on movies,
theater plays, TV shows, music and celebrities
from Argentina and the rest of the world.
El Gran DT is another alternative among on-line
products. Argentina’s most popular game managed
to engage more than 4 million participants since
its launch at the Apertura Tournament. The latest
on-line editions of Gran DT engaged more than 1.8
million participants who had the chance to build
their fantasy teams and win outstanding prizes.
PRINTING AND PUBLISHING
28
29
PRINTING AND PUBLISHING
Magazines
AGEA also continued to build upon the
achievements attained by the cultural magazine
Ñ, reaching average sales of 32,000 copies per
issue. The 500th issue of magazine Ñ was
published during the year. Several initiatives were
carried out, aimed at engaging readers through
the launching of collectible products and special
editions, and the creation and sponsorship of
forums comprising different cultural issues and
involvement in and sponsorship of major cultural
events, such as the Feria del Libro de Buenos Aires
(Buenos Aires’ Book Fair).
Revista ELLE is a high-end magazine for women
mostly focused on fashion, beauty and news. In
2013, its circulation exceeded a monthly average
of 30,000 copies. Revista Pymes continued to
consolidate its position with a special offering
that reflects the voice of entrepreneurs and the
keys to their strategies.
In 2013, the Company continued to publish the
magazines Genios and Jardín de Genios. With
children and school in mind, these magazines
were created with the aim of integrating content
for children, parents, school and society,
combining education with entertainment. In 2013,
the monthly issue of Genios magazine, along with
its classical collectible product “Gran Enciclopedia
Escolar Ilustrada”, an encyclopedia with full-color
illustrations covering school topics, exceeded the
previous year’s circulation with over 61,000 copies
sold; while the monthly issue of Jardín de Genios
retained its leading position in the children’s
magazine segment, with over 78,000 copies sold.
During 2013, “Tiki Tiki”, a magazine aimed
at children aged 7 through 14, continued to
strengthen its position.
Also in 2013 the company continued to publish the
monthly magazine-catalogue, Shop & Co, which
includes discount coupons on important brands.
Other Newspapers
La Razón, which joined Grupo Clarín in late 2000,
is the first-ever free distribution newspaper. It is
mainly distributed in the public transportation
network of the City of Buenos Aires, including
trains, subways and highways. La Razón is also
distributed at certain bars and among a group of
opinion leaders through an exclusive mailing
program.
Diario Olé is the first and only sports newspaper in
Argentina. Since 1996 and with an average annual
historical circulation of 40,000 copies per day, Olé
continues to lead the sports editorial market, and
is one of the highest circulation newspapers in the
city of Buenos Aires, including general interest
newspapers. Among its editorial offering, it has
the broadest and most comprehensive soccer and
multi-sport coverage. Since its inception, it has
drastically changed reading habits and managed
to engage a new generation of young readers,
avid for information and critical opinions. The
editorial profile is fresh and complicit, with an
agile and informal style focused on photography,
illustrations and infographics as communication
tools, with a good design and modern and
effective production technology.
In 2011, Clarín launched MUY, a dynamic, visually
designed and entertaining newspaper, which
features news in addition to regional pages and
sports and show business sections. With a “TV-
format” design, the newspaper summarizes the
most resounding police cases and breaking news
on soccer clubs and celebrities. During 2013, the
newspaper MUY has continued to offer
promotions, optional books and free collectibles.
PRINTING AND PUBLISHING
Tinta Fresca
Founded in 2004, Tinta Fresca is an Argentine
publishing company focused on textbook
publishing for all stages of the Argentine
education system. Tinta Fresca seeks to place
books at the heart of the teaching and learning
processes and have teachers and students use
them as an effective and updated learning tool.
The company has been growing in many aspects
over these years. In the editorial area, the
company has learned from experience, and has
managed to expand its exclusive and original
focus on textbooks to a considerably diverse
editorial offering.
With more than 300 titles, in addition to several
textbook series for all school stages, including
elementary and secondary education, its editorial
offering is currently comprised by a variety of
activity books for all levels. Said offering has been
enriched with sourcebooks and an interesting
catalogue of children and youth literature.
In 2013, it strengthened its editorial offering
through the launch of the series “Dame la Palabra
1, 2 y 3”; “Abracadabra 1, 2 y 3”; “Aprendo
Matemática 1, 2 y 3” and “Descubro las ciencias
3” for the elementary school. For high-school,
Tinta Fresca published “Práctica del lenguaje 1, 2
y 3” and launched a series of 10 mathematics
booklets that develop the education program per
topic. It continued to produce “El Plan Lector”, a
set of book series that provides teachers a plan to
implement reading in the classroom, and launched
the series “Efemérides” and “Enseñar
matemática”. For 2014, Tinta Fresca produced
“Aprendo Matemática 4, 5 y 6” and “Dame la
Palabra 4, 5 y 6”, thus completing the series
launched during the year. It developed the areas of
natural and social sciences by publishing the
books “Econaturaleza” and “Socialmente”.
As a result of the production of collectible
materials, newsstands have again been intensively
used as sales channel. During 2013, Tinta Fresca
continued to sell dictionaries and literature in
supermarkets, an action that substantially
contributes to product and content access.
The company also made headway in the Digital
Development project that focuses on the several
ways in which ICT will be introduced in the
education system. The Company has made
available at Clarin.com a digital and free version
of “Diccionario integral del español de la
Argentina” since 2011.
In 2013, and in spite of the good selection of Tinta
Fresca’s products, the company was not awarded
any contract for the procurement of material by
the National Government, while it did receive
contracts from the city of Salta and the city of
Buenos Aires.
Also during the period, the company continued to
explore foreign markets, such as Paraguay, Chile
and Uruguay. In 2013, the Mexican-based
operation, Rios de Tinta, renewed the content
addressed to third-year students of high-school as
a consequence of a change in the education
program, and reinforced local promotions.
30
31
PRINTING AND PUBLISHING
Artes Gráficas Rioplantense
AGR meets certain special printing needs of Clarín
and Olé (magazines, optional and collectible
products, among others), and also publishes large
volumes of graphic material for third parties. It is
the leading printing services company in Argentina.
In 2013, AGR retained its leading position in the
sector with net sales of Ps.233.8 million.
to improve environmental conditions as part of
the workplace culture; the Safety, Health and
Environment Committee was reinstated, and
improvements were introduced through in-house
developments
to
prevent and follow up on accidents and diseases.
AGR maintained personal health programs and
conducted awareness and prevention campaigns.
in computing mechanisms
In addition to the progress made in improvement
and control management of its production
processes, AGR has continued to integrate several
processes, from the design and composition
of its products, to paper printing, up to digital
applications in tablets, mobile phones and Internet,
thus being able to offer its customers complete
communication solutions. AGR purchased a sheet
printer and a digital printer in order to take care
efficiently of minor print runs, mostly books and
magazines, and the market segmentation with
state-of-the-art equipment, which will also help
to reduce costs.
AGR successfully completed the implementation of
the FSC standard and ISO 14000, an internationally
accepted standard that sets forth how to establish
an effective Environmental Management System
(EMS) to achieve a balance between maintaining
profitability and reducing the environmental impact.
On the other hand, AGR focused on ongoing
improvements to reduce waste.
In May 2000, AGR entered into an agreement with
the Techint Group, acquiring 50% of Impripost
Tecnologías S.A. Impripost is mainly engaged in the
overall production and printing of invoices, advertising
brochures, forms, labels and cards. It also provides
envelope-stuffing services for mass mailing.
During 2013, AGR continued to focus on training
and internal development policies. Occupational
health actions were consolidated in order
In 2011, the Company acquired an interest in the
capital stock of Cúspide Libros S.A. through AGR.
After this acquisition, it launched Librocity.com, the
on-line bookstore of Grupo Clarín, in partnership
with the retail bookstore chain Cúspide. In 2013,
Cúspide celebrated its 50th anniversary in the
country, renewed its image and centralized the
operations of its administrative and warehousing
divisions in a new office located in the city
of Buenos Aires. As a consequence of this, it
managed to integrate operational processes with
the software for monitoring warehouses, orders
and distribution, streamlining the company’s
logistics. During the period, Cúspide opened a
new branch in Martínez, Province of Buenos Aires,
which sells new products. Cúspide also added a
new sales channel through the distribution of
traditional books and the offering of its products
at newsstands
locations
throughout the country.
in several
located
UNIR S.A. is a company engaged in wholesale
mail reception, classification, transportation,
distribution and delivery services. As from August
25, 2008, AGEA holds a 93.41% direct controlling
interest in Unir. During 2013, Unir’s total sales
increased by 26.2%. Such increase is attributable
to readjustments in rates since the sales volume
remained at a similar level to the previous year.
UNIR is focusing its development on warehousing
and logistics services, areas in which it expects
significant growth. Unir has certified its Quality
Management System under ISO 9001.
CIMECO
CIMECO was organized in 1997 with the aim
of acquiring equity interests in Argentine and
foreign newspapers, seeking to preserve the
regional journalism industry, blending experience,
synergy and economies of scale, without altering
its editorial principles. CIMECO holds a majority
interest in two of the three largest regional
newspapers in Argentina: La Voz del Interior
(Córdoba) and Los Andes (Mendoza).
Los Andes newspaper has been reporting
Mendoza’s news since 1882. In that year, the
Calle family founded one of the oldest journalistic
companies in the country. Los Andes is a benchmark
brand in the market. In 2012, Los Andes was
actively involved in all major provincial events and
put special emphasis on driving the growth of the
on-line version, positioning its loyalty program Los
Andes Pass and subscriptions, and boosting the
sale of optional products. Following the innovation
trend in on-line products and footprint in networks,
the audience of Los Andes digital version was
similar to 2012, reaching 26 million page views
and 2.9 million visitors in its best month. During
the year, the newspaper’s share in the provincial
advertising market was 39%, despite the fact that
it was not allocated any official advertising.
La Voz del Interior S.A. has again maintained its
leadership position in the printed press and its
position as an information and entertainment
digital benchmark in the central region of the
country. Its two printed newspapers, La Voz del
Interior and Día a Día, have continued to maintain
a significant market share in the province of
Córdoba. In addition to this, the sectional
directories and the sustained growth in the
distribution of third party and in-house editorial
products have contributed to an increase contracts
with clients. Its web sites position the newspaper
as a leader in unique visits and page views in the
provinces of Argentina, with a 60% year-on-year
increase in advertising in this segment. During
the year, the operation of its multi-platform
newsroom was consolidated and the web site,
www.lavoz.com.ar, was redesigned.
During 2013, Comercializadora de Medios del
Interior S.A. (CMI) consolidated as the major
advertising selling network in the provinces. The
company focused on key network development.
Rumbos magazine, which celebrated its 10th
anniversary in the market, is one of its remarkable
products, and consolidated as the leading Sunday
magazine in the provinces in terms of the volume
and quality of units sold. In 2013, the magazine
was distributed through 22 channels, reaching
a record high since its launch. In addition to the
digital network, a new optional business unit was
incorporated to achieve scale synergies.
papel prensa
Papel Prensa is the first producer of newsprint
that is wholly owned by Argentine capital. It
started its operations in 1978 and is currently
Argentina’s major producer. As of December 31,
2013, the shareholders of Papel Prensa were
AGEA (37%), CIMECO (12%), S.A. La Nación
(22.5%), the Argentine federal government
(27.5%), and other minor investors (1%).
Ferias y Exposiciones Argentinas
Since 2007, Ferias y Exposiciones Argentinas
has been mainly engaged in the organization of
Caminos y Sabores, an exhibition intended to
foster Argentina’s gastronomy and handicrafts
and to promote the region’s major tourist
destinations. Subsequently, Ferias y Exposiciones
Argentinas also started to organize Admite, an
exclusive training platform for users and owners
of agricultural machinery.
Throughout its nine editions, Caminos y Sabores
has consolidated itself as one of the fastest
growing fairs and has boosted the development
of all of its key participants: food producers,
craftsmen and representatives of tourist
destinations.
Admite is held in 4 editions - Arroz (Rice),
Gestión (Management), Agrícola (Agriculture)
and Forrajero (Fodder) - and is one of the most
innovative proposals demanded by the agro-
industrial sector due to its prestigious team of
instructors, which includes technicians from the
INTA, and professionals from the participating
companies and private consultants. With a
learning methodology that includes theoretical
and hands-on training using the machinery and
actual data, Admite is one of the most productive
training offerings of the sector. In this edition,
Admite Arroz was held in Mercedes, province
of Corrientes; Admite Forrajero, in Concepción
del Uruguay, province of Entre Ríos, and Admite
Gestión and Agrícola were held in Venado Tuerto,
Santa Fe, where the event was declared a matter
of municipal interest.
With respect to other companies, in 2007 FEASA
executed an agreement with S.A. La Nación in
order to create a joint venture in which AGEA has
a 50% interest. The joint venture will be devoted
mainly to the joint organization, development and
operation of exhibitions and events. The decision
to create the joint venture mas made in order to
organize jointly Expoagro, improving the results
that had been obtained until then by Feriagro, and
achieving a record-high number of exhibitors. The
seventh edition of Expoagro was organized in 2013.
Expoagro is an annual outdoor agro-industrial
fair that gathers producers from Latin America.
It is an outstanding event in which participants
may engage in discussions and training, and
learn about innovation and businesses in the
agricultural sector. The fair is held in different
agricultural areas with production potential. This
mega-event closed its doors consolidating itself as
Argentina’s most important agricultural exhibition,
delivering satisfactory financial results, and with a
commitment to search for innovative technologies
and business opportunities among exhibitors.
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BROADCASTING AND PROGRAMMING
I
G
N
M
M
A
R
G
O
R
p
&
G
N
I
T
S
A
C
D
A
O
R
B
3
Grupo Clarín is also the leading company in the
audiovisual broadcasting and programming
segment. Through ARTEAR, it holds the license
(LS85 TV Canal 13 Buenos Aires) to broadcast
El Trece, one of the two largest broadcast
television channels in Argentina, and segment
leader in terms of advertising share and prime-
time audience share. It also has a presence in
broadcast television stations in Córdoba (Telecor),
Bahía Blanca (Telba), Bariloche (Bariloche TV), and
Río Negro (Radio Televisión Río Negro). Grupo
Clarín also produces and sells some of the most
popular cable television signals.
Its audiovisual broadcasting and programming
array includes agreements and equity interests
in the main television and film producers, such as
Pol-Ka Producciones, Ideas del Sur and Patagonik
Film Group. Grupo Clarín also owns prominent
radio stations, such as Mitre AM 790, La 100 (FM
99.9), both in Buenos Aires, and Mitre AM 810 in
the province of Córdoba. Grupo Clarín also has
a strong stake in sports commercialization and
broadcasting rights, directly and through joint
ventures.
Out of Grupo Clarín’s total sales in 2013, the
Broadcasting and Programming segment
accounted for Ps.1,872 billion, taking into account
intersegment sales.
nEt SaLES
(in millions of Ps.)
adjUStEd EBitda
(in millions of Ps.)
2,000
1,800
1,600
1,400
1,200
1,000
800
600
400
200
0
1,449.0
1,871.7
yoy
29.2%
Broadcasting
& Programming
350
31 5
280
245
210
175
140
105
70
35
0
334.1
yoy
145.6%
Broadcasting
& Programming
136.1
2012
2013
2012
2013
34
35
BROADCASTING AND PROGRAMMING
artear
In a scenario marked by industry challenges and
strong competition, ARTEAR was able to achieve
its goals in 2013. Its share of the traditional
advertising market of broadcast television
reached 33.4%. Its professionalism, artistic
quality, innovative proposals and technological
developments continue to distinguish it as one of
the most prominent signals in the market.
Even though El Trece ranked second in the
broadcast TV audience rating with 7.9 points from
12 pm to 12 am, Mondays through Sundays, the
difference with Telefé was 0.6 points only, thus
reducing the gap recorded in 2012. The fall in
audience ratings with respect to 2012 was mostly
attributable to the fact that ShowMatch was not
on the screen this year. Notwithstanding this, El
Trece led this segment. El Trece led the Prime Time
and beat its main competitor by 11.6 rating points,
or by 12%.
In terms of programming, El Trece combined
fiction, news and entertainment embracing a
varied offering. “Solamente Vos”, “Farsantes” and
“A todo o nada” led audience ratings. “Periodismo
para Todos” -a program hosted by Jorge Lanata-
is a highlight in terms of journalistic and news
programs. Furthermore, “Arriba Argentinos”
continued to consolidate its morning audience
rating. El Trece’s news programs - “Noticiero
Trece”, “Telenoche” and “En Síntesis”- further
validated their already existing recognition and
credibility with audience ratings that led their
respective time slots.
With respect to cable television channels, TN
achieved the highest audience share throughout
the year across all time slots, with a 10% increase
compared to 2012. “El Juego Limpio”, “Palabras
más, Palabras menos”, “Código Político”, “Desde
el Llano”, “Argentina para Armar”, “Otro tema”,
“A Dos Voces” and “TN Central” are particularly
remarkable programs.
ARTEAR further strengthened its TV slots, seeking
to offer diverse options in terms of information
and entertainment. The Spanish language music
channel “Quiero Música en mi Idioma” was quick
to lead audience ratings in the music genre.
”Volver” continued to offer the best of classic and
vintage Argentine films and television shows and
reaffirmed its role as a 100% national channel that
preserves our history with the highest technology.
Magazine continued to develop
in-house
programs and products with broadcast TV format
and technology. It was the signal with the highest
audience in the variety category.
its
Operating StatiSticS - BrOaDcaSting anD prOgraMMing
advertising Share %(1)
audience Share %(2)
prime time
total time
2013
33.2%
35.4%
28.0%
2012
36.6%
35.9%
29.4%
YoY
(9.2%)
(1.4%)
(4.6%)
(1) Company estimate, over ad spend in Ps. In broadcast TV for AMBA region.
(2) Share of broadcast TV audience according to IBOPE for AMBA. PrimeTime is defined as Monday through Friday from 8pm to 12am.
Total Time is defined as Monday through Sunday from 12 pm to 12 am.
36
37
enabled the refurbishing of Mobile Satellite Unit 3
and the technical controls of the studios allocated
to the Magazine signal. In the News segment,
ARTEAR enlarged again its storage capacity for
the edition of news articles and programs, due to
the larger size of high-definition materials and the
increased volume of material produced by the area.
In the Programming segment, new investments
were made to expand the centralized storage
system for the edition of programs broadcast by El
Trece and other signals.
ARTEAR continued to produce fictional content for
TV series and motion pictures through Pol-Ka, Ideas
del Sur and Patagonik Film Group.
Pol-Ka continued to produce “Solamente vos”,
a program starred by Natalia Oreiro and Adrián
Suar that led El Trece’s audience during the Prime
Time. At the beginning of the year, Pol-Ka decided
to change the format of “Farsantes” from a fiction
show broadcast once a week to a daily series. The
program had a distinctive quality and high audience
ratings during the prime time. It was starred by
Julio Chávez, Benjamín Vicuña, Alfredo Casero,
Griselda Siciliani and Facundo Arana.
In addition, during 2013 Pol-Ka continued with the
production of the second season of “Violetta”. The
show was a success among children and youth on
a global basis. The show has become very popular
among children and teens, with high audience
levels both in cable and broadcast TV in Argentina
and abroad.
At the beginning of 2013, Ideas del Sur failed
to renew its agreement with ARTEAR for the
production and broadcasting of ShowMatch.
The show was not produced in 2013 because no
agreement was reached with other signals. The
same happened with the weekend shows and
the high-season daily magazine. Consequently,
programming decreased to 351 hours in 2013
from 1,749 hours in 2012. All of this resulted in a
decrease in revenues and results for Ideas del Sur.
Ideas del Sur only managed to cut variable and
indirect costs related to programs that were not
produced. Therefore, its Board of Directors started
to negotiate the sale of the majority equity interest
in the company owned by Marcelo Tinelli and
ARTEAR. By the end of 2013, most shares had been
transferred to Grupo Indalo.
During the year and as part of the strategy to
produce motion pictures, several productions were
launched through the Patagonik Film Group: “Roa”,
an Argentine-Colombian coproduction; “Vino para
robar”, another coproduction written by Adrián
Garelik and directed by Ariel Winograd, which
participated in several international contests;
“Corazón de león”, a film directed by Marcos
Carnevale and starred by Guillermo Francella and
Julieta Diaz, which was broadly welcomed by
audiences; and “Un paraíso para los malditos”,
another coproduction written and directed by
Alejandro Montiel and starred by Joaquín Furriel,
Maricel Alvarez and Alejandro Urdapilleta.
The Company also made significant efforts
towards developing activities related to the
commercialization, organization and broadcast of
sports events through TyC sports and Autosports,
mainly football and motor racing. During 2013,
the Company worked on the restructuring and
profitability of its sports businesses and the
exploration of new local and regional businesses.
BROADCASTING AND PROGRAMMING
Additionally in the production section, the most
prominent show business and general interest
events were broadcast, such as, the concerts of
Steve Vai, Sara Brightman, Cat Stevens, Ringo Starr,
Bon Jovi, Black Sabbath, Herbie Hancock, Ricardo
Montaner, Ismael Serrano, Los Nocheros, Tan
Biónica, Eros Ramazzotti, Vicentico and Alejandro
Sanz, among others; as well as major events, such
as, Quilmes Rock, Personal Fest, Fuerza Bruta, Piñon
en Familia, Experiencia Art Attack, Madagascar
Live and Panam y Circo. ARTEAR also held a new
edition of “Un Sol para los chicos” the traditional
UNICEF fund-raising event at the Luna Park stadium
and broadcast the ceremony of the “Abanderados
de la Argentina Solidaria 2013” awards.
During 2013, ARTEAR sought to strengthen its
position as technological market leader, after the
successful launch of the signals El Trece HD and
TN HD in 2011, when it became the first broadcast
signal to produce all of its content in high definition.
This success is the result of intensive investment in
equipment and professional training. El Trece was
the first signal to test a high-definition system on
September 25, 1998 and has continued to use it
uninterruptedly from 2000 through mid-2009.
During the period, certain investments were
made to continue on this path of innovation and
technological leadership. Cable signals were
transferred from the old satellite system to the
new, fully updated system. This operation enabled
ARTEAR to make better use of satellite capacity
due to the improvements embedded in newer
compression systems. These investments also
raDiO Mitre
In 2013, AM Mitre 790 reaffirmed its track record
and consolidated its leading position in the
ranking of audience share during the entire year,
reaching an audience share of 42 points. The gap
with respect to its main competitor reached 23
points.
The morning radio talk show “Cada Mañana”,
hosted by Marcelo Longobardi and his team,
stood out among Radio Mitre’s programming,
with unprecedented peaks in audience share of
55 points. “Lanata sin Filtro”, the program hosted
by Jorge Lanata and a team of journalists from 10
am to 13 pm, also surpassed the 50 point mark.
The show can also be watched in high-definition
at mitrehd.com.ar.
In the afternoon slot (from 2 pm to 5 pm),
“Encendidos en la tarde”, hosted by María Isabel
Sánchez, Rolo Villar and Tato Young, is a fun
afternoon show that combines information, humor
and interviews. The show also led its time slot.
Pepe Eliaschev continued with his traditional show
“Esto que pasa”, with engaged editorials and an
in-depth news review. The show is broadcast from
5 pm to 8 pm.
La 100 maintained the highest average audience
share of the FM market with 13.26 points, with
an audience of over one million listeners in
the city of Buenos Aires and its surroundings.
La 100 consolidates its leadership in the FM
radio segment, with an entertaining, smart and
innovative proposal based on shows led by famous
artists and good music. In 2013, the shows “El
Show de la Noticia”, hosted by Roberto Pettinato
in his tenth season, and “Lalo por hecho”, hosted
by Lalo Mir and Maju Lozano, stood out once
again. In the afternoon slot, La 100 managed to
consolidate its position with “Sarasa”, hosted by
Ronnie Arias, and “Atardecer de Un Día Agitado”,
hosted by Sergio Lapegüe and Rifle Varela.
During the weekends, “Ranking Yenny” hosted
by Guillermo López led the audience segment.
Mariano Peluffo joined the Sunday grid with one
of the preferred shows in its time slot.
To further deepen its bond with listeners, La 100
continued to organize acoustic concerts with the
most renowned musicians and live broadcasts
from its mobile studio.
Finally, of remarkable note is the growth
experienced by Cienradios.com.ar, a site that
was conceived as an extension of the Radio
Mitre brands to the web, and that managed
to consolidate itself as the most prominent
on-line radio site in Latin America. With over
470 options, users may choose among a wide
offering of broadcast radio stations and other
stations, specially designed for the Internet with
segmentations of singers, bands, music from
different decades, music genres and assorted
topics. Mitre AM 810 consolidated itself in the
province of Córdoba as the radio with the second
highest audience share. With a permanent staff
in the city and its own news service, Mitre AM
810 developed comprehensive coverage of news
comprising Córdoba, Argentina and the world. Its
programming includes prestigious hosts, such as,
Jorge “Petete” Martínez, Rebeca Bortoletto, Juan
Alberto Mateyko and Federico Tolchinsky, among
others.
38
39
DIGITAL CONTENT AND OTHERS
Revenues in this segment are derived from the
sale of advertising on some Internet web sites
and portals and the provision of administrative
and corporate services by Grupo Clarín and its
subsidiary GC Gestión Compartida S.A. (“GCGC”)
to third parties and other subsidiaries. They
also include digital content production through
Compañía de Medios Digitales S.A. (“CMD”).
Out of Grupo Clarín’s total sales in 2013, this
segment accounted for Ps.496 million, considering
intersegment sales.
net sales
(In millions of Ps.)
aDjusteD ebItDa
(In millions of Ps.)
500
450
400
350
300
250
200
150
100
50
0
363.8
496.1
YoY
36.4%
Digital Content
& Others
14
12
10
8
6
4
2
0
(2)
13.1
YoY
6,645.5%
(0.2)
Digital Content
& Others
2012
2013
2012
2013
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DIGITAL CONTENT AND OTHERS
Digital cOntent
Grupo Clarín is the leading producer of digital
content. Through CMD, the Company developed
the broadest network of portals and digital content
in Argentina, covering news, entertainment,
sports, classified advertisements, direct marketing,
e-commerce, digital photography, video, blogs,
chat rooms, music, mobile content (ringtones,
SMS and games) and a browser. This network
seeks to replicate on the Internet the presence and
relevance of Grupo Clarín’s several offline media.
Given the fact that, in line with the corporate
strategy, the exploitation of Clarín, Olé and Club
Cupón websites that were previously operated by
Grupo Clarín was transferred to another company
of the same economic group, goals have been
redefined in order to strengthen the positioning
of other sites, such as, Todo Noticias, Cienradios,
Ciudad and EltreceTV in terms of traffic and
revenues.
Sale was consolidated, achieving sustained growth
in product variety and completed sales.
The website of Todo Noticias developed by CMD
registered amazing audience share growth at
year-end. Ciudad.com remained the most visited
show-business web site in Argentina.
In addition, the Company continued to sell
contextual advertising under the brand iAvisos
and completed the second year of operation in the
Adnetwork business. The presence of CMD in the
direct marketing segment through its brand Mr.
Operating StatiSticS - Digital cOntent anD OtherS
page Views(1)
Unique Visitors(1)
(1) In millions. Average. Source IAB and Company Estimates.
2013
719.4
38.0
2012
625.3
27.9
YoY
15.1%
36.2%
ArgenProp
Buscainmueble
Canal 13
Clasificados
Clarin.com
Cienradios
Ciudad
Clarín Blogs
Clubcupón
Confronte
De Autos
De Motos
Entremujeres
Espectáculos
Genios
Más Oportunidades
Guía de la Industria
Mundo Gaturro
Grupo Clarín
iEco
Imagena
Nimbuzz
Mublet
Olé
Interpatagonia
Quieromimúsica
La Razón
Revista Ñ
Shop1
Tangocity
Tipete
TN
TN y la Gente
Toda Pasión
T&C Sports
Ubbi
Vía Restó
Yuisy
VXV
Welcome Argentina
DIGITAL CONTENT AND OTHERS
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DIGITAL CONTENT AND OTHERS
CMD S.A. held its 80% equity interest in Interwa
S.A., a company dedicated to tourism web sites.
In addition, through its 51% interest in Clawi
S.A., it develops Mundo Gaturro, a successful on-
line game, and has continued with its expansion
process to other countries. As far as the Spanish-
speaking market is concerned, traffic in Chile,
Peru, Mexico, Colombia and Spain has continued
to grow. In addition, CMD consolidated the second
year of operations of Tecdía S.A., a company
engaged in e-business development and in which
CMD owns a 95% equity interest.
CMD also owns a 95% equity interest in QB9 S.A.,
a company engaged in the development of on-line
games for different platforms, with a local and
international sales strategy. During the period,
CMD launched three new interactive games,
“Amigos de fierro”, “Potreros” and “A pura garra”,
one of them for PC and the other two, for mobile
platforms. The games are based on the characters
of the film Metegol and were created by a group
of 30 professionals who worked in a project
that, together with the film, made a remarkable
difference in the local entertainment industry.
Through its brand Yuisy, CMD launched League of
Legend, a game with over 32 million followers per
month worldwide.
Other SerViceS
Through GCGC, Grupo Clarín renders specialized-
process outsourcing services to medium and
large companies. The services rendered, which
include payroll management and processing and
implementation of related processes, as well
as human resources management, are oriented
to optimize quality and provide innovative
management tools.
During 2013, total sales increased by 34.5%
compared to the previous year. Business growth
was basically sustained by the Payroll Management
and Processing service. The company continues
to enhance the services offered, increasingly
focusing on a customer-driven approach, as well as
on strengthening improvement processes.
During the period, several facilities were moved
to the new corporate building located at the
Technological District of the City of Buenos Aires.
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CORPORATE RESPONSIBILITY AND SUSTAINABILITY
OUr cOMMitMent
Since its foundation, Grupo Clarín has been aware
of its social responsibility as a company and as a
member of the media, and has strived to assume
such responsibility abiding by the laws, honoring
its active and sustained social and community
involvement and, especially, fulfilling its duty to
inform with honesty and accuracy.
Commitment to society is an inherent and essential
part of Grupo Clarín’s vision and mission statement.
Grupo Clarín attaches special importance to
the relationship with different audiences that
acknowledge and validate its activities every
day and, over the years, has established multiple
communication and interaction channels with its
stakeholders.
From the standpoint of its audiences, readers
and society in general, Grupo Clarín’s media and
journalists work day after day towards fulfilling
and consolidating the citizens’ right to information,
combining high credibility with a comprehensive
journalistic and entertainment offering, based on
a deep knowledge of the audience.
transparency, standards and guidelines
Grupo Clarín seeks to intensify the values and
principles that guide its daily work, especially
insofar as labor, sustainable development, and
human rights are concerned.
Grupo Clarín’s adherence to these principles is also
outlined in the Company’s Code of Ethics and in
the Guía para la Acción, a document that proposes
models for management, organization and roles,
and outlines Grupo Clarín’s policies and procedures
concerning labor, the environment and human rights.
During 2013, the Company put in place the main
pillars of its Social Corporate Responsibility
and Sustainability Policy in order to extend best
practices and set common goals within the
organization and its subsidiaries. The policy also
embraces and fosters the adoption of related
industry specific standards by its subsidiaries.
Since 2004, the Company has adhered to the
United Nations Global Compact in order to
systematically address the 10 guiding principles
to sustainable management.
Grupo Clarín is also involved in several groups and
organizations that gather global, Latin American
and Argentine media players and stakeholders in
order to share experiences, identify best practices
and foster cooperation in specific issues addressed
by the media, as part of their social responsibility
strategies. During 2013, through its support to
the Noble Foundation, the Company renewed
its presence in the “Grupo de Fundaciones y
Empresas”, a space to share strategic social
investment knowledge and standards.
Since 2009, Grupo Clarín contributed to the
development of the Global Reporting Initiative
(GRI)’s Media Sector Supplement, together with
multiple stakeholders worldwide. The GRI’s global
guidelines for the media, published in May 2012,
serve as benchmark for a comprehensive process
that is currently underway that seeks to further
reinforce, identify and report relevant information
on social and environmental performance, as well
as to set new goals with the aim of strengthening
the Company’s sustainability
initiatives and
strategies. Additionally, since January 2014,
the Company has been engaged in the global
identification and validation process of materiality
standards for the cable TV and media industry,
organized by the SASB (Sustainability Accounting
Standards Board), an entity that gives advice to
the SEC (Securities and Exchange Commission) on
transparency standards.
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Clarín’s media. Special emphasis is placed on
the fact that journalists are completely detached
from the sale of advertising so as to allow for
the free exercise of journalism, free of any
risk or conditioning factor. In addition, Grupo
Clarín’s media specifically focus on the distinction
between advertising and editorial space.
As mentioned above, the Company has a Code
of Ethics in place applicable to its subsidiaries
and employees. The code sets forth standards of
conduct and procedures that govern and prevent
circumstances that may affect the free exercise
of their functions and the transparency of their
activities.
information on Sustainability
In line with its Social Corporate Responsibility and
Sustainability Policy, Grupo Clarín identifies the
material aspects of its activities following
international social responsibility standards
applicable to the media, particularly, the GRI’s
guidelines, and in accordance with the expectations
of its multiple stakeholders. Grupo Clarín’s materiality
analysis serves as a starting point to define its
corporate sustainability goals and strategy, as
well as the daily management of its performance.
During 2012, the Company started to prepare its
financial statements in accordance with the
International Financial Reporting Standards (IFRS),
thus changing the manner in which figures are
presented. The deconsolidation of some of its
minority interests was also reflected in the way of
reporting information on sustainability, which made
it difficult to perform a comparative analysis as it did
before between some of the figures included in this
section and the figures eventually reported in previous
years through different communication channels.
As to the scope of the information provided in this
section, labor indicators include all of Grupo Clarín’s
subsidiaries, pursuant to the criteria indicated
above. Environmental performance refers to
production or scale operations in which disclosing
this kind of information is material. Similarly,
some content-related indicators are exclusively
applied to subsidiaries engaged in journalistic
or entertainment broadcasting and programming
activities. As to other indicators, for instance, those
related to certain community engagement programs
of Grupo Clarín or its subsidiaries that require
comprehensive and detailed impact assessments,
the information provided is related to the core of
the activities inherent to the Metropolitan Area of
Buenos Aires, due to the complexity and extension
of the processes involved in reviewing and verifying
journalistic information
Freedom of speech and transparency are key
values for the Company and its professionals. Both
principles are particularly relevant in areas related
to news services. At Grupo Clarín, each company
undertakes a commitment to information and
content quality, accuracy and transparency. The
coverage of news and the news programs reflect the
development of journalistic criteria inherent to each
specific outlet and the professionals’ commitment
to reporting facts and events in a balanced fashion,
while allowing the necessary time and space for
experts, leaders and the parties involved to express
their opinions.
Style guides, ethics manuals and news coverage
guidelines, including internal rules and commitments
to journalistic quality and journalist responsibility,
are the guiding principles of the several activities
developed by news and entertainment companies.
In everyday practice, this does not mean that each
issue is addressed as expected by audiences or in
line with the stated goals. Hence, Grupo Clarín’s
media companies permanently work on the design
of new tools and channels that enable interaction
with readers and audiences in order to understand
expectations, while fostering full adherence to its
principles and values with the aim of reaching the
highest standards of the industry.
As was the case with previous years, 2013 was
particularly challenging for the press and freedom
of speech in Argentina. The Company carried out
several initiatives to raise awareness on the matter
and showed its firm commitment to defending and
fostering such essential right.
independence and transparency
Independence is a value. It is the strong foundation
of the work done by journalists and the media that
allows them to search for the truth without any
conditioning factor.
Independence is also an assumed responsibility, a
way of exercising and guaranteeing rights, a view
of sustainability from the Company’s standpoint, a
daily commitment.
Independence requires transparency. Hence, the
information about Grupo Clarín and its subsidiaries,
media, shareholders, activities, revenues and
investments is public and is available at its web
site, at the web site of the Argentine Securities
Commission, and at multiple and diverse
communication channels with the public, audiences
and readers. In this regard, the Company stands
out as a pioneer in an environment where most
Argentine media companies fail to publicly disclose
their financial statements and sources of their
revenues and, often times, fail to reveal the identity
of their respective owners.
Advertising is one of the sources of revenues of
the media. Governments are major advertisers and
often seek to influence media content through the
allocation of official advertising. This circumstance
has become commonplace in Argentina, where
more than 80% of the country’s audiovisual media
directly or indirectly depend on the government
or its advertising funds, which are managed on a
discretionary basis and with little transparency.
During 2013, Grupo Clarín received virtually
no funds for official advertising and very little
from provincial governments. Historically, due to
the scale and diversity of Grupo Clarín’s revenues,
the significance of such funds has always been
very limited so as to guarantee its media and
journalists the freedom to report news without any
conditioning factor.
Grupo Clarín also has business policies in place
concerning its advertisers that foster the existence
of diverse and multiple sources of advertising
investment as another way of guaranteeing the free
and independent exercise of journalism.
Independence is at the core of Grupo Clarín as a
guarantee of the freedom to exercise the journalistic
role of its media in the Argentine democracy.
Media independence also requires responsible
relationships between journalism and the
Company’s own business interests. Business and
editorial functions are clearly separated at Grupo
THE VOICE OF THE PEOPLE
Media sustainability depends, to a large extent,
on readers and audiences that are aware of their
rights and are determined to demand quality
journalistic and entertainment content, and on
media that are willing to listen to them.
Grupo Clarín’s media foster the interaction with
its public and audiences, creating listening and
discussion channels and tools. Opinion, criticism,
tastes, suggestions and comments are expressed
through multiple open spaces for content created
by the people and for the free expression of the
entire diverse and plural society. At a corporate
level, within the framework of a complex
environment marked by the escalating attacks
against independent media, Grupo Clarín also
offered multiple communication and interaction
channels to discuss specific institutional issues,
such as spaces on the
Internet and social
networks, in order to share the latest updates with
accuracy and transparency.
The proliferation of new media and technologies
has drastically changed journalism and the way in
which the public has access to and produces news
and other content. These conditions require an
open and rigorous look to determine how to face
the challenges imposed by the digital era, adjusting
the Company’s business model to meet readers’
and audiences’ demands, while guaranteeing the
sustainability of its activities, without relegating its
leadership position.
Grupo Clarín’s media companies have assumed
a long-standing commitment to audiences and
readers. Grupo Clarín’s sustained leadership
and its privileged position as the people’s
preferred choice are attributable to its ability to
anticipate trends and its vast knowledge of media
consumers, paired with its capacity to understand
their needs and meet their requirements.
Some segments of Diario Clarín, such as the
traditional section entitled “Letters to the Country”
and the readership surveys, are supplemented
with new initiatives to satisfy the people’s need to
participate in the process of casting news, such
as, the inclusion of readers’ comments and other
strategies based on the social networks in virtual
news platforms.
Over the last years, the Company has launched an
increasing number of new blogs and applications
and fostered people’s interaction with journalists,
as well as the interaction among users. Interaction
allows readers, listeners and Internet users to
provide information. ‘TN y la gente’, an initiative
from the news signal TN, is a good example of
this, since it allows the audience to send photos or
videos captured with personal cameras or mobile
devices as an additional way to foster the citizens’
involvement in journalism and increase the end-
user participation in Grupo Clarín’s several media.
Grupo Clarín is also focused on giving a voice to small
communities and on fostering the development of
local content at a regional level. Through the signal
program Somos, Cablevisión and ARTEAR have
been working together in order to gradually renew
TV signals and local news programs in several cities
of Argentina. The program is based on the concepts
of access to information and cultural proximity
with the people, and introduces state-of-the-
art technology and training to develop local talents.
Audiovisuales en la Escuela is a similar program
developed by Cablevisión to facilitate audiovisual
tools to public schools with the aim of building
content related to the local cultural identity.
Since its inception, over 5,000 students, parents
and teachers from 34 schools participated in the
program and produced 34 audiovisual pieces,
which together with other special programs, were
broadcast by Cablevisión’s local signals. After the
end of the school year, participants may apply for
educational practices at their local signals.
In addition, for more than 30 years now and
through its support to the Noble Foundation, Grupo
Clarín offers free media literacy tools to thousands
of children and teachers in order to foster critical
thinking on journalism, while empowering people
in their roles as consumers and content generators.
48
49
Social and Sustainability coverage
In order to better assess the potential influence of the
media on different audiences, Grupo Clarín sets goals
to guarantee the quality and diversity of its content.
Grupo Clarín’s newspapers and news programs have a
long-standing and respected reputation for journalistic
research and offer comprehensive coverage of news
and relevant social and environmental issues. The
ability to reflect social diversity - both through the
coverage of news and entertainment content - is
one of the pillars of its commitment towards the
audiences and readers.
Special supplements, experts’ and scholars’
opinions, on-site news coverage, journalistic talent
and the quality of the images and infographics
complete the broad variety of issues addressed by
Grupo Clarín, including but not limited to health,
consumption and development, science, education
and preservation. Weekly TV programs, such as,
‘TN Ecología’ and ‘TN Ciencia’ broadcast by Todo
Noticias, have become leaders and benchmarks in
their respective fields.
During 2013, the Company’s media continued to
develop content related to climate change and the
environment.
Radio Mitre, Grupo Clarín’s main radio station,
combined the 24-hour coverage of these issues with
“Planeta Mitre, Compromiso Verde”, a series of daily
brief radio programs hosted by a journalist specialized
in the environment aimed at raising awareness on
environmental issues, recycling and what each of us
can do to make the world a better place.
Also during this period, Grupo Clarín renewed its
commitment to the supplement Gestión Sustentable
(Sustainable Management), published together
with Diario La Razón, to make readers think about
the most prominent issues of the sustainable
development global agenda and to report on social
and environmental responsibility actions carried out
by companies and organizations of the civil society.
The supplement received the prestigious award
Gota en el Mar, in the category Environment and
Sustainability.
The Company continued to support and promote
blogs that raise awareness on social issues from
its web site, Clarin.com. For example, “El Otro, el
Mismo” is a blog aimed at the inclusion of people
with disabilities, developed in association with
the Universidad Católica Argentina and social
organizations.
In this regard, the Calendario del Compromiso
con la Comunidad (Calendar of Commitment to
the Community) was published for the eighth
consecutive year in Revista Viva, a weekly section
sponsored by Clarín, the Noble Foundation and
Red Solidaria that provides an overview of the
social challenges Argentina currently faces, with
an emphasis on the potential positive effect
that contributions made by individuals and the
organizations of the civil society may have in
addressing such challenges.
Acknowledging the importance of reflecting
diversity, fostering social justice, protecting the
youth, encouraging minority recognition and
avoiding discrimination on the basis of race and
gender are key actions to create content in
the media in a responsible fashion. Over the last
years, there has been a gradual but sustained
increase in the coverage of social issues by Grupo
Clarín’s media as recorded by several monitoring
actions carried out by third parties, particularly,
independent observatories of media companies
and universities.
In 2011, the NGO Periodismo Social and Universidad
Austral started to prepare reports on the coverage of
children-related news on television in Argentina. In
that first year, Telenoche, Grupo Clarín’s main news
program that leads audience ratings, was identified
as one of the news programs that spent more
time broadcasting news and giving information on
children and young people, accounting for 32.4% of
total coverage. In addition, the report stated that
more than 54% of the information sources were
children and their families.
In 2012, the second edition of the report revealed
that the percentage of children as sources of
information increased by 60% and that the topic of
violence decreased remarkably (16%) since 2011
to 29% of the total coverage. Consequently, the
news program was awarded the best score among
private signals. The report also pointed out that
41% of children-related coverage was specifically
addressed to girls, while the other 47% was equally
addressed to boys and girls, strengthening the
news program’s commitment to reflecting gender-
related issues. As of the date of this annual report,
the abovementioned organizations have not made
available data on the year 2013.
The emphasis placed on these monitoring
processes fits within the framework of an initiative
launched by the Company in 2009 that included an
internal review of specialized third party analysis,
combined with an ambitious training program
oriented to audiovisual journalists, focused on
achieving journalistic excellence and raising
awareness of the particular features of the main
social topics in order to give them responsible
treatment in the news.
In its early stages, the project included training for
journalists that work on news programs broadcast
by provincial signals. In a second stage, Grupo
Clarín, together with experts in communications
and scholars from said organizations, offered
in-house workshops for journalists, editors,
cameramen and journalistic producers that work
at all news programs produced by ARTEAR (TN
and Canal Trece), in order to provide them with
content development tools and to discuss the
main challenges imposed by the several aspects
of the coverage of social issues on TV and the
editorial values that guide day-to-day decisions.
This program was the first of its kind to be
implemented in an Argentine signal.
promoting involvement
Nevertheless, when it comes to responsibility and
content quality, there is always much to be done in
order to identify the potential positive effects that
the media may have on a society. In this regard,
Grupo Clarín seeks permanently to improve its role
in the promotion of the public debate by fostering
individual involvement and further describing the
social, economic and environmental challenges
faced by society with diversity of opinion.
The several media companies that comprise
Grupo Clarín also endorse several initiatives that
encourage citizens’ involvement in democracy
and responsible citizen controls on the acts and
decisions of their representatives.
Aware of the need to advocate for further respect
for republican principles and fundamental
human and civil rights, during 2013 the Company
continued to foster and raise awareness on the
importance of every citizen’s right to information
and freedom of speech.
The Company also sought to foster values, such as
solidarity and community commitment.
Through ARTEAR, in 2013 the Company launched
a new edition of “Abanderados de la Argentina
Solidaria”, an award that recognizes the work
-that would otherwise go unnoticed- done by
social entrepreneurs and community leaders, by
communicating valuable initiatives, that foster
social transformation and may be replicated. The
initiative is supported by Ashoka and a panel of
outstanding people from the social, academic
and cultural sectors. In this edition, the prize was
granted to Mario Raimondi, founder and director of
El Desafío, a foundation that fights against poverty
and structural exclusion in Rosario. The winner
received Ps.150,000 in cash to continue with his
work. Jorge De All, a physician that travels around
the province of Chaco to diagnose, prevent and
cure diseases of people in basic need received
Ps.75,000 in cash and the Jury’s Special Award.
During the period, Clarín renewed its partnership
with Missing Children and Red Solidaria to publish
photographs of missing children in La Razón
newspaper and raise awareness about the role
of the community in dealing with this problem.
The Company also helped to broadcast the events
held to commemorate and raise awareness on the
anniversary of the AMIA and the Israel Embassy
bombings.
In order to promote other campaigns and fund-
raising events and raise awareness about
Argentina’s main social issues, Grupo Clarín
donated advertising space to several NGOs.
Among the most notable efforts in this regard
were the Colecta Más por Menos, the annual
Caritas collection organized by the Argentine
Episcopal Conference and the annual collection of
the Food Bank Network, among others.
Grupo Clarín also renewed its support for the
traditional campaign “Un sol para los chicos”,
together with ARTEAR and UNICEF. In 2013 the
CORPORATE RESPONSIBILITY AND SUSTAINABILITY
campaign celebrated its 22nd anniversary and
raised Ps.17,531,826 for educational and social
programs oriented to children and young people.
The campaign is one of UNICEF’s main sources of
revenues in the country and also seeks to boost
individual donations in Argentina, which still
remain at significantly low levels compared to the
US and Europe, on a relative basis.
In order to deal with this issue strategically, and
to bolster the impact and scale of its investments
in public welfare campaigns on its media, Grupo
Clarín, in partnership with AEDROS, a specialized
entity engaged in fundrasing, and with the support
of Rapp Argentina, designed a campaign to foster
civic involvement through a sustained and ongoing
economic commitment with organizations of the
civil society. In its second edition, the campaign
Donar Ayuda was largely promoted in audiovisual
and electronic media, as well as in newspapers
and magazines throughout 2013 and early 2014.
Individual contributions to NGOs that take their
missions seriously are regarded as one of the most
effective ways to make a drastic and sustained
difference in the lives of many people in need. In
addition to conveying this individual commitment
message, the campaign also seeks to make a
significant contribution to the organizations
of the civil society as a whole, which face
increasing challenges to their sustainability and
independence.
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51
Grupo Clarín has also undertaken a sustained and
strategic commitment to breaching the digital gap
and promoting the responsible use of the Internet.
During 2013, Cablevisión continued to provide free
services to 20,241 schools, hospitals and social
organizations. This commitment differentiates
the Company from others, such as telephone
companies, which have policies that do not include
donating communication services, in spite of their
reach and scale. Cablevisión’s service contribution
accounts for an annual in-kind contribution
equivalent to Ps.43 million, and is supplemented
by specific programs, such as Cablevisión Flex
which offers reduced subscriptions to low income
neighborhoods. The program Puente Digital is one
of the main pillars of the work done in order to
breach the digital gap. The program offers free
Internet access to public schools, combined with
the integration of new technologies to school
teaching. Through this program, the Company
seeks to create a multimedia and interactive
platform built upon convergence, where TV
content will be a tool to supplement the use of
Internet at school. This service is also provided
to hospitals, health centers and organizations of
the civil society. The initiative also embraces the
donation of computers through Fundación Equidad
when there is an upgrade in the Company’s
equipment, which also favors the reutilization of
these resources.
The impact of donated advertising space and free
Internet access services may be added to the Noble
Foundation’s Ps.3.5 million budget for 2013, and to
the amount set aside for other social investment
programs in several subsidiaries, which reached
Ps.2.6 million in 2013. Hence, the amounts of cash
and in kind contributions allocated to social and
community investment programs for the period
account for an aggregate Ps.94.3 million. This
estimated figure does not include all programs
developed by smaller subsidiaries, since some
internal information gathering systems related to
the business units’ community actions are under
development.
In addition to providing financing, resources,
capacity and experience in the promotion of socially
valuable initiatives, Grupo Clarín also relies upon
third parties to secure regular sponsorships and
donations within the framework of strategic
alliances related to the sponsored initiatives.
community engagement and
Social advertising
Grupo Clarín’s impact on and relationship with
communities and individuals goes beyond the
boundaries of its editorial coverage. The support
to vulnerable communities, the coordination of
educational projects, and the organization of
campaigns to address social issues or to help
areas that were hit by natural disasters, paired
with Grupo Clarín’s sustained commitment
evidenced by several types of donations and
knowledge transfer, are just some examples of
the numerous initiatives organized and fostered
by Grupo Clarín’s media companies, either jointly
or individually.
In response to the growing communication needs
and demands from the organizations of the civil
society, Grupo Clarín has a multiple approach
program in place that combines raising and
spreading active awareness of public and social
interest topics, through advertising, design and
communication services for the NGOs.
With respect to social advertising, during 2013,
Grupo Clarín, through the Noble Foundation
and several of its media companies, donated
a significant amount of advertising time and
space to foster causes related to social, civic
and environmental issues, through its own social
investment programs or within the framework of
strategic alliances with prestigious organizations
of the civil society.
Among these programs, the Company continued to
launch Segundos para Todos, a program organized
by Cablevisión, in order to donate free advertising
seconds to organizations of the civil society. In
2013, this initiative donated 113,000 advertising
seconds to broadcast public welfare messages.
aDvertIsIng sPaCe DOnateD In 2013 On gruPO Clarín’s meDIa
•radio and broadcast and Cable tv
•Pages in newspapers and magazines
539,900 seconds
123 pages
the estimated impact of these in-kind contributions allocated to public welfare
messages accounts for the equivalent to a social investment of approximately
Ps.45.2 million.
Fostering education and culture
As part of its initiatives in support of education,
Grupo Clarín used its cross-segment position
and its ability to communicate with society to
raise awareness of the importance of education
as a right and as a critical element in Argentina’s
future social development. In this sense, it tried
to foster equal opportunities in education through
its publishing company Tinta Fresca with the
generation of updated, affordable and quality
educational materials for students, teachers and
schools throughout the country.
For the twelfth consecutive year the Company
organized “Digamos Presente”, an initiative
focused on equal access to education and rural
education, in partnership with APAER and the
Cimientos Foundation, and with the support of
Telecom.
The Company has also renewed its support for the
5th Educational Quality Forum, under the motto
"Improving education is a top priority". The forum
is a massive event organized by Educar 2050, an
entity that combines the fieldwork related to the
instruction of principals of schools attended by
low-income children with extensive public policy
advocacy activities.
Among the main alliances to foster education,
the Company developed specific initiatives,
such as the program Potenciar Comunidades
Rurales, with the support of several companies
to provide support to local development projects
in certain communities under the leadership of
Emprendimientos Rurales Los Grobo.
One of the most prominent initiatives resulting
from a collective effort is the award “Premio
Clarín-Zúrich a la Educación”. In its fifth edition,
this award recognized the best practices in the
use of ICT in high schools. The first prize was
Ps.160,000 for the winning school to be able to
develop the project. Other two schools were
distinguished with a recognition and received
Ps.45,000 each. The next edition of the award in
2014 will choose the best education project for
sustainable development at the elementary school
level, in order to underscore the importance and
interest of this issue and recognize the capacity to
introduce critical thinking and a problem-solving
approach to education.
During this period, through the Noble Foundation,
the Company continued to donate bibliographical
material, and renewed its long-standing support
of Escuelas Roberto Noble, named after the
founder of Diario Clarín, Roberto Noble.
CORPORATE RESPONSIBILITY AND SUSTAINABILITY
Again this year, the Company sponsored the
annual Maratón de Lectura (Reading Marathon)
initiative, organized by Fundación Leer with
the participation of over 4.2 million children
from 13,700 educational institutions. The event
received the donation of books published by Clarín
and the initiative was promoted through a broad
advertising campaign.
Grupo Clarín and its subsidiaries have also
renewed their commitment to culture through
several sponsorships to important events and
entities, such as, Feria del Libro (Book Fair), PROA
Foundation, Faena Art Center, Teatro Colón, and
Usuahia’s Classical Music Festival. The Company
also sponsored several plays during the season at
the Teatro Maipo and the films “Vino para robar”,
directed by Ariel Winograd, written by Adrián
Garelik and starred by Daniel Hendler and Valeria
Bertuccelli; “Séptimo” starred by Ricardo Darín
and Belén Rueda and “Tesis de un homicidio”, a
thriller directed by Hernán Goldfrid and starred by
Ricardo Darín, Alberto Ammann, Calu Rivero and
Arturo Puig. In 2013, Clarín held the traditional
annual ceremony of the “Premio Clarín de Novela”
awards. This year the award went to Fernando
Monacelli for his novel “Sobrevivientes”. The
novel was published by Clarín-Alfaguara and
the author won Ps.150,000. Grupo Clarín also
sponsored a series of concerts organized by
Buenos Aires Lírica Foundation.
Through its cable and broadcast TV signals,
Grupo Clarín’s companies make significant efforts
to promote the most relevant cultural, motion
picture and sports events and such efforts are an
increasing contribution to cultural diversity and
local identity. Of particular note are initiatives
such as “Volver”, the cable TV signal that keeps
Argentina’s most complete programming archive.
nOble FOunDatIOn’s DOnatIOns OF eDuCatIOnal materIal
•books
•magazines
•manuals
2013
44,219
6,140
561
2012
48,900
6,660
500
2011
53,406
6,625
260
52
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CORPORATE RESPONSIBILITY AND SUSTAINABILITY
Media literacy and protection
of young audiences
The media play an increasingly important role
in society, particularly, in the lives of young
people. Through several programs, the Company
encourages them to develop media access
tools through critical thinking and to leverage
the opportunities provided by the media and
technology to explore their identity, creatively
express their ideas and opinions and make their
voices heard.
Media literacy is generally defined as the ability to
access to, analyze, respond with critical thinking
and benefit from, the media. Grupo Clarín’s main
tool to foster media literacy is “Los medios de
comunicación y la educación” (Education and
the Media Program), a pioneer program widely
recognized abroad, that has been developed and
permanently updated for almost 30 years. In 2013,
the Noble Foundation was mostly engaged in
renewing the program that consists of classroom
workshops and special educational content for
teachers and students oriented to foster a critical
approach to the media and their use as resources
that supplement formal education.
This program is supplemented through other
initiatives related to the promotion of responsible
content consumption. Through the Noble
Foundation, Grupo Clarín renewed its presence
and coordination of the media space in the
“Museo de los Niños” (Children’s Museum) and
continued to offer visits to printing facilities.
During 2013, 13,628 people (mostly students) and
262 institutions had the chance of experiencing
first-hand the processes involved in news
production and newspaper printing.
Within the Cable Television and Internet Access
segment, the Company helps to protect vulnerable
audiences by providing parents with the tools to
make decisions about the content their children
are allowed to access.
This includes several parental control options.
For cable TV services, the on-screen guide allows
parents to easily block content that is not suitable
for children by introducing a PIN. The Video On
Demand platform includes the identification of
adults-only services with access control systems
that may be enabled by the subscribers. In terms of
excellence in Journalism
In order to reaffirm the commitment to journalistic
excellence, Grupo Clarín also carried out activities
aimed at consolidating the training and excellence
of current and future communicators.
In this sense, the Company provided support to the
Masters Degree in Journalism, an international
graduate course with the highest academic level,
organized by Grupo Clarín and the University of
San Andrés, with the participation of the School
of Journalism at Columbia University and the
University of Bologna, and led by renowned
national and international journalists and
academics. Year after year, this renowned training
program gathers professionals from Argentina and
other Latin American countries, and also offers
scholarships linked to outstanding performance.
The Company also sponsored the achievements
of the Graduate Course in Scientific, Medical and
Environmental Communication. This specialized
course is particularly relevant from the perspective
of the media responsibility in dealing with issues
that have a direct impact on people’s lives.
Therefore, the Company renewed its support to
this program, which is organized by the University
Pompeu Fabra in Barcelona, together with the
Leloir Institute and the cable signal Todo Noticias
(TN). The support was renewed at the institutional
level, as well as at the level of journalistic content,
which continued to be focused on increasing the
involvement of specialists in the coverage of news
related to these specific issues.
During 2011 and in this same regard, the Company
helped to promote and support the Graduate
Program in Digital Journalism organized by the
University Pompeu Fabra and TN.com.ar. With the
second edition of this state-of-the-art program
underway, the Company reinforced its commitment
to enhancing the quality of professionals in the 2.0
world.
protection of audiences in Internet, the Company
developed Fibertel Security. With this tool, users
may filter the access to certain web sites deemed
inappropriate and customize the protection level
for each family member, among other things. In
addition, adults may restrict the use of Internet by
setting specific days and times. Adult users have
a password that enables them to turn the control
off and freely access the Internet, as well as to
change all of the software configuration settings.
Every time the operating system is rebooted, the
service returns to its "enabled" status to prevent
potential accidents.
These tools are provided with information and
criteria on how to use Internet. Cablevisión
launched the program “Compás para el uso de
Internet” in partnership with Unicef and Chicos.net.
This project, specifically addressed to families and
teachers, is intended to provide proposals to teach
children and teens about the proactive, responsible
and safe use of technology. The topics discussed
in this program include digital citizenship, on-line
security, data protection, content diversity, respect
for information sources and awareness on cyber-
bullying and discrimination. The initiative includes
the development of an information portal (www.
programacompas.com.ar), tools for journalists,
relationship with elementary schools, publication
of citizenship awareness information through
the media and awareness actions by way of 84
workshops attended by 1,776 participants.
The Company also addresses responsibly children’s
artistic participation in the television and film
industry; a category that was embraced by the ILO
as a valid form of participation in labor activities
by children in these age categories. To such end,
special emphasis is placed on compliance with
the applicable standards in force, while adhering
to internal guidelines that set limited activity
schedules, protection and promotion of school
education and active involvement of parents and
tutors.
“eDuCatIOn anD the meDIa” PrOgram
•Workshops for teachers
•Workshops for students
2013
120
441
2012
125
534
2011
100
525
e
l
p
O
e
p
r
U
O
Grupo Clarín’s success and leadership are mostly
the result of the efforts, talent, professionalism
and creativity of its employees. Grupo Clarín’s
media companies are among the preferred
workplaces of most communication professionals.
The Company strives to offer better opportunities,
incentives and tools to sustain and strengthen the
firm commitment of the professionals that believe
in the project of Grupo Clarín.
emPlOYees brOken DOWn bY genDer 2013
12,232
men
3,758
Women
emPlOYees brOken DOWn bY age grOuPs 2013
•<30
•31-50
•>51
emPlOYee turnOver ratIO 2013
emPlOYee DIstrIbutIOn bY CategOrY 2013
•Directors and managers
•middle management
•analysts and administrative staff
•technical staff
•Other
3,695
10,249
2,046
(1.9%)
244
2,262
5,848
7,070
566
54
55
The Company has its own structure in terms of the
age and gender diversity of its employees. As to
gender, the higher proportion of male employees is
mostly attributable to the high number of qualified
employees required in technical areas pertaining
to printing facilities and the cable TV and Internet
access segment. In Argentina these specialization
are mostly chosen by men. The gender structure in
other companies of Grupo Clarín is well-balanced,
particularly in content-related activities, such as
journalism and audiovisual production where the
workforce is more diverse.
In any case, the Company seeks to foster diversity
and the hiring of first-time job seekers and
people in the upper age group. The Professional
Development Program, the Young Professionals
Program, the guided visits to the Zepita facility
and Cablevisión and the Audiovisuales en la
Escuela Program are good examples of these
initiatives that seek to foster the articulation
between formal education and the workforce,
by encouraging young people to complete their
high-school studies as a necessary condition to
get a job. On the other hand, Gestión Compartida,
a company which, among other things, provides
employee recruitment, selection and training
services to the companies of Grupo Clarín and third
parties, is engaged in promoting and developing
job opportunities for people older than 45 both in
its daily work as well as through partnerships with
social organizations that share the same focus.
training to enhance their professional skills
are some of the actions aimed at consolidating
the sense of integration and achievement of
organizational goals.
In terms of employee turnover, the Company
and its subsidiaries maintain market ratios,
particularly in connection with permanent
employees. However, the consolidated media
turnover ratio usually reflects certain particular
features of the industry, which is influenced by
factors such as seasonality and involvement of
specific technical or artistic employees during
certain periods. These employees do not terminate
their relationship with the company; instead, they
have temporary employment agreements related
to special products inherent to the programming
activity.
The Company fosters an open dialogue with union
representatives facilitating mutual understanding
and conflict resolution. Employees freely exercise
their right to unionize and are currently represented
by several unions related to each of the activities
developed by Grupo Clarín and its subsidiaries.
Out of Grupo Clarín’s total employees 75% are
covered by collective bargaining agreements.
Taking care of the work environment and
conditions, health and job safety and employee
The work environment survey is one of the
key tools employed to gather opinions on the
Company’s performance
in this regard. The
survey is conducted every two years at Grupo
Clarín’s subsidiaries on a global basis and as
a cross-section of the group’s companies. This
process serves to identify sensitive issues and
opportunities for internal improvement. Based on
the results of the survey, the Company designs
action plans, communication channels and
training programs in order to set new goals for the
coming year. In 2012, the survey was conducted
among all of the Company’s subsidiaries achieving
a record level of responses (92%), compared to
88% achieved in 2010 and 81% in 2008. Within
a complex environment for the Company and its
employees, the figures achieved in the work
environment category remained strong and the
figures achieved in the commitment category were
above 70% on average. Leadership indicators
also maintained high scores. The work
environment survey is expected to be conducted
during 2014.
In 2013, Grupo Clarín continued to develop
its Corporate Volunteer Program, which was
launched in 2011 with global actions and other
actions inherent to each subsidiary. Named
“Vos también”, the program seeks to develop
and consolidate in an inclusive fashion valuable
initiatives for employees’ solidarity actions that
have a positive impact on the community while
contributing to the Company’s organizational
environment. During 2013, the program was
implemented in 10 business units, including the
corporate areas, and its impact was extended to
12 provinces. According to its main indicators,
volunteers devoted 6,180 hours of work (4,670
during working hours), with a global engagement
rate of 10.2%. All program actions were carried
out in partnership with social organizations to shift
the benefits derived from the experience to the
civil society. During 2013, the program partnered
with 100 NGOs and reached 9,813 people.
Through these initiatives, volunteers had the
chance to collaborate with several programs and
topics. The main projects carried out during the
year were the following: Donación de Sangre, a
project that seeks to foster solidarity in the area
of health; Vos también Jugás, a project oriented
to infants; Socios por un día, a project carried out
in partnership with Junior Achievement that seeks
to foster entrepreneurship among young people;
Plantación de Árboles por el Medioambiente in
partnership with Plantarse, and a program to
support community centers that involved games
in school playgrounds and a child day care center.
On the other hand, two cross-cutting actions were
proposed to all of Grupo Clarín’s business units:
the initiative Concurso de Iniciativas Vos También
that rewards employee’s innovation in social
projects by providing the financing to execute
employee projects and Fin de año en Familia, a
family support program that consists of delivering
Christmas gift boxes to low income families. For
the third consecutive year, overall satisfaction
with the program Vos También was extremely
high: 99.60% of the participants found it rewarding
or very rewarding and a similar percentage stated
that they would participate again.
“Vos También” VolunTeer program in 2013
•Volunteers
•participating social organizations
•Direct beneficiaries
•Working hours
•non-working hours
•employee's engagement
1,420
118
9,813
4,670
1,510
10.2%
Grupo Clarín also put special emphasis on
multiple internal communication tools, such as
the magazine Nuestro Medio, the Corporate
Intranet with participation spaces and forums, the
digital newsletter named Nuestro Resumen and
the Corporate Training Program and the Company
Climate Management newsletters, as well as
internal communication spaces and notice boards.
Year after year, Grupo Clarín increases its efforts
to implement and streamline the information
channels on benefit programs, policies and
relevant organizational changes, and news
concerning the daily development of activities.
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CORPORATE RESPONSIBILITY AND SUSTAINABILITY
Benefits and Career Development
Relationship with the value chain
Despite the fact that most benefits are common
throughout the Company, each Business Unit
grants additional benefits, which may differ
based on their respective activities. During the
last quarter of 2007, the Company, together with
its subsidiaries, began to implement a long-term
savings plan for directors and managers, which
became effective in January 2008.
seminars and courses to graduate degrees and
MBAs. One of the main initiatives in this respect is
the ‘Corporate Training Program’, which includes
a broad variety of courses. Training management
is currently focused on planning new tools and
technological developments in order to train their
employees on how to face the challenges imposed
by the changes in the media industry.
During 2013, the corporate HR department
and the business units continued to implement
several programs to identify internal talents for
professional development. In addition, Cablevisión
and AGEA renewed their Young Professionals
program creating opportunities for professionals
who are taking their first steps in their careers.
In order to build new skills and reinforce existing
strengths, employees need motivation and
support. During 2013, the Company made further
efforts to increase the scope and improve the
performance review program of employees in
several job categories.
In addition, the Company has developed two
specific and cross-cutting programs addressed
to managers. In partnership with the Universidad
Argentina de la Empresa, the Company designed
the Management Development Program oriented
to second and third tier managers. The program
helps to build knowledge on, and skills in
strategy, finance, management tools such as
leadership, motivation, teamwork, etc. The Senior
Management Development Program is addressed
to top tier managers and was developed together
with the Barcelona School of Business, ESADE.
The program deals with issues such as innovation,
global strategies and entrepreneurship.
Grupo Clarín’s employees and professionals may
update and build upon their knowledge and skills
through several training programs, ranging from
Moreover, seminars and programs on health and
disease prevention and other relevant topics were
delivered in all business units supplementing the
special health and medical check campaigns, with
special emphasis on the prevention of seasonal
diseases. Grupo Clarín also develops several
activities to prevent work-related accidents.
Grupo Clarín’s Social Responsibility management
is embedded in the relationship with its value
chain. During 2013, the Company continued
to explore alternatives of interaction or joint
approach to common-interest issues at the various
levels of relationship with its suppliers.
Grupo Clarín focused on the implementation of
systems and procedures aimed at the application
of best practices for purchases, employee hiring,
and contracting with suppliers within a framework
of supervision and transparency.
During the year and through Gestión Compartida,
a subsidiary engaged in managing the relationship
with most of the suppliers, the Company initiated
a tool redefining process, which, among other
things, seeks to require that new suppliers
undertake a commitment to the sustainability
of their operations. Through this process, the
Company expects to develop internal training
sessions, introduce and develop its own record
of sustainable suppliers and foster sustainability
as management strategy oriented to related third
parties.
t
n
e
m
n
o
R
v
n
e
i
During 2013, the Company continued to implement
measures to identify, plan for and improve
production processes in order to optimize results
and react to potential impacts.
Progress was made in achieving the period’s
goals by introducing sustainable methods to
obtain and use resources, developing equipment
investment policies, raising active awareness on
the appropriate use of supplies and technologies
and promoting the adoption and certification of
environmental standards.
Since 2004, Grupo Clarín has adhered to the
United Nations Global Compact that sets forth
several environmental protection standards. The
Compact requires that companies:
(principle 7)
• adopt a preventive approach to environmental challenges;
(principle 8)
• Take initiatives to foster increased environmental
responsibility; and
(principle 9)
• Foster the development and promotion of environmentally
friendly technologies.
In addition, Grupo Clarín’s Social Corporate
Responsibility and Sustainability Policy serves as
a management guideline and drives the definition
of goals for its subsidiaries.
Among the period’s highlights, AGEA -the
subsidiary engaged in publishing Grupo Clarín’s
main newspapers and managing the largest
printing facility- focused on implementing the
main guidelines of its Environmental Policy
defined in 2012 and made investments to put in
place an Environmental Management System
that enabled it to have its production processes
certified under ISO 14001 in July 2013. This is in
addition to AGR’s recent certification of its paper
handling process under FSC during 2010.
58
59
CORPORATE RESPONSIBILITY AND SUSTAINABILITY / Environment
Consumption. newsprint and energy
Within the framework of an environmental
management policy oriented to eco-efficiency, the
Company and its subsidiaries mainly use energy,
newsprint, cable and other technology-related
elements.
use oF maTerials in 2013
•newsprint
•ink
•aluminum plates
•residential connection cables
•cpe (set-top units and
customer's equipment)
81,077 Tons
1,868 Tons
197.6 Tons
3,042 Tons
971 Tons
At the printing plants, the Company followed
established guidelines to ensure the provision
of materials at quality levels compatible with
international standards for newsprint, inks and
other specific inputs.
Papel Prensa, a subsidiary in which Grupo Clarín
owns an indirect minority interest, supplies most of
the newsprint used in newspaper printing.
As disclosed in its web site, Papel Prensa has put in
place production policies based on the procurement
of strategic inputs without depleting natural
resources. To this end, the paper mill recovers raw
materials from the recycling of returned newspapers
in order to produce more newsprint and reduce
the use of virgin fiber. The type of fiber source
(aspens and willows) depends on the availability of
materials and economic considerations concerning
freight distance minimization, a key economic and
environmental issue. However, it should be noted
that fresh fiber comes from sustainable plantations.
This means that native forests are not endangered.
In addition, ongoing research studies are conducted
concerning genetic enhancement of tree species
and environmental and forestry aspects. Such
research is conducted through agreements with
universities, research centers and specialists in
order to boost productivity, cut costs and guarantee
ecosystem sustainability.
Papel Prensa’s forestry department conducts its
activities with a sustainability strategy in mind
to protect biodiversity. Birdlife has experienced a
sustained increase as a result of forestry protection
actions and a ban on hunting. These conditions
encourage the design of several research and
development programs, also in conjunction with
universities, including the introduction, production
and reproduction of certain endangered deer
species for their adequate and safe development.
As to the types of inks used at the printing facilities,
the diverse variety of printed products requires a
varied approach from the perspective of resources.
For instance, the use of vegetable-based coldset
ink at the Company’s main printing facility, accounts
for almost 60% of total use of the input. This
type of ink is environmentally friendlier due to its
vegetable components and its efficiency in terms of
the amount of ink required to print, which may be
10%-15% lower than other inks. As another way
to reduce the environmental impact, the Company
streamlines its resources through the selection of
printing techniques. For instance, since 2008 AGR
has successfully introduced stochastic printing at
its premises, significantly reducing the number of
inks required for the printing process.
The Company also has specialized and qualified
professional teams that work towards the goal of
reducing material consumption, identifying and
adopting increasingly efficient processes related to
the environment. The newspaper size adjustments
introduced in previous years continue to reduce the
use of newsprint and other materials.
The Cable Television and Internet Access segment
is engaged in service activities, which essentially
do not require the use of raw materials, as opposed
to the industrial processes run by other segments.
Nevertheless, given the scale of operations, Grupo
Clarín’s companies use certain materials produced
by their respective value chains, such as the cable
for residential services installed during the period,
top-set units delivered under loan for use and poles
used as part of the distribution network.
Power is the main additional resource used by
Grupo Clarín and its subsidiaries. Grupo Clarín uses
power from direct and indirect sources. Even though
the Company has alternative power generators in
place for offices and industrial facilities that require
fuel, the main indirect consumption is the electricity
provided by the power supply network.
DirecT anD inDirecT use oF poWer
by primary source in 2013:
•electricity
•natural gas
•gasoline
•gasoil
•lp gas
121,080 mWh
167,105 gJ
1,198 gJ
6,916 gJ
0 gJ
The subsidiaries engaged in printing activities
are the heaviest users of power, followed by
the business units that use technology in their
operations, such as the cable TV and Internet
access distribution services and audiovisual
programming services. In this area, ARTEAR has
policies in place for the ongoing development of
innovation resources to reduce the use of electricity
at its premises. The main initiatives in this regard
include the introduction of cold lighting systems in
all new and remodeled TV studios, which allowed
a fivefold reduction in the power ARTEAR normally
used for lighting.
In addition, since 2011 the Company has been
working to replace the vehicles of ARTEAR’s mobile
units by low consumption vehicles. This goal was
achieved in 2012. The Company also renovated its
buildings in order to make better use of natural light
and installed energy-efficient linings. During the
period, ARTEAR continued to work on a multiple-
stage arrangement that includes the replacement
of other lighting material. In line with its goal of
staying at the forefront of new technology, ARTEAR
also introduced new technologies in the technical
control areas and continued to invest in equipment
manufactured under environmentally friendly
standards, in order to meet the need for High-
Definition programming and distribution.
At Cablevisión, energy from indirect sources is
mainly used for temperature adjustment, workroom
ventilation and lighting and for the operation of
data transfer networks and equipment. Hence,
Cablevisión introduced technologies in its main
building to reduce the amount of energy used
in lighting (through efficient electrical devices and
motion sensors at meeting rooms) air conditioning
and smart elevators.
Waste and emissions
Grupo Clarín’s subsidiaries develop most of their
activities in urban areas that are not in contact
with natural areas and that meet effective urban
planning standards.
As to emissions, printing facilities have the
most significant impact on the carbon footprint.
Therefore, the Company is permanently exploring
alternatives to improve processes and efficiency
in these areas and to further deepen the analysis
and inventory of CO2 emissions generated
by the activities developed by the several
subsidiaries. The main strategies available to
reduce greenhouse gas emissions entail cutting
consumption or changing power resources,
for instance, by making more intensive use of
renewable fuel and bio-energy.
ToTal greenhouse gas emissions
by WeighT in 2013
•Direct emissions
•indirect emissions
8,577.6 Tons
60,268.9 Tons
Each subsidiary of Grupo Clarín identifies and
manages waste production and disposal.
As part of the treatment of industrial waste from
printing processes, the Company’s subsidiaries
collect and separate certain waste materials, such
as ink, oil, grease and solvents, that are sent to
third party facilities for their recycling, reuse or
safe final disposal. Hazardous waste is subject to
a rigorous treatment handled by licensed waste
management companies. At the same time, the
Company continues to develop strategies to
reduce hazardous waste and has made significant
progress. Fully reusable aluminum plates are used
in the printing process.
ToTal WasTe WeighT by Type in 2013
•urban or non-hazardous waste
•hazardous waste
4,794.04 Tons
301.10 Tons
In the Cable TV and Internet access segment,
waste is separated at origin in order to add
social or environmental value, where practicable.
During 2013, the Company developed an Internet
portal to keep track of waste production. With
respect to recycling, the Company keeps strict
control of the recovery of equipment delivered to
subscribers under loans for use, such as top-set
units and remote controls, for their reuse or safe
final disposal. In this area, the Company’s waste
management substantially differs from that of
other technology companies that are not involved
in the final disposal of electronic waste related to
equipment delivered to customers.
Special care is given to effluents resulting from
the printing facilities’ development processes,
which are subject to rigorous treatments and
measurements before disposal. A water re-usage
system was put in place at the Zepita facility.
Hence, the facility managed to reach the goal of
CORPORATE RESPONSIBILITY AND SUSTAINABILITY / Environment
almost zero effluents throughout the year under its
Environmental Management System. At La Voz del
Interior’s printing facilities, waste water is subject
to treatment and is then reused for irrigation or
as part of the production process. The water
discharge figures disclosed below are mostly
attributable to processed water that can be safely
used for irrigation. The Company’s office buildings
and other facilities only discharge domestic waste
water.
ToTal WasTe WaTer Discharge
•at printing facilities in 2013
8,454 m3
Also in terms of recycling, Grupo Clarín continued
to reaffirm its contribution to Fundación Garrahan
through an office-paper recycling program. Such
arrangement was combined with other programs
to reduce the use of paper at the Company’s
offices, while seeking to streamline printing
techniques; in addition to the Company’s renewed
efforts to raise sustainability awareness among
employees.
Additionally, the Company continued to support
projects related to the care and protection of
green areas by sponsoring and contributing to the
preservation of the parks Plazoleta Dr. Roberto
Noble in the city of Buenos Aires and Parque de la
Ribera located in San Isidro. Through preservation
works in both parks, the Company also sought to
promote responsibility in the care of public areas
by the community and constructively contribute to
the defense of the environment.
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A downturn in economic activity is likely to result
in increased subscriber churn and bad debt,
subscriber losses as well as decreased advertising
revenues. We seek to address the cycles affecting
the Argentine economy by diversifying the scope
of our business and managing our foreign currency
liabilities.
Political and economic Uncertainties
Our financial condition and results of operations
depend to a significant extent on macroeconomic
and political conditions prevailing in Argentina.
Measures adopted by the Argentine government
that impact upon the economy, including those
measures related to monetary policy, inflation,
interest rates, price controls, exchange controls
and taxes, have affected and could continue to
affect Argentine companies like ours.
a. inflation: Argentina has confronted inflationary
pressures since 2007, evidenced by significantly
higher fuel, energy and food prices, among other
indicators. According to inflation data published
by the INDEC, from 2009 to 2013, the Argentine
consumer price index increased 7.7%, 10.9%,
9.2%, 9.5% and 10.9%, respectively; and the
wholesale price index increased 10.0%, 14.8%,
12.7% and 13.1% and 14.7%, respectively.
However, since 2007, the INDEC has experienced
a process of institutional and methodological
reforms that have given rise to controversy
with respect to the reliability of the information
that it produces. Reports published by the
International Monetary Fund (“IMF”) state that
their staff uses alternative measures of inflation
for macroeconomic surveillance, including data
produced by private sources, which have shown
inflation rates considerably higher than those
published by the INDEC since 2007. The IMF
has also issued a declaration of censure against
Argentina in connection with its breach of its
related obligations under the Articles of Agreement
for failing to make sufficient progress in adopting
remedial measures to address the quality of official
data, including inflation and GDP data. According
to figures published by members of Congress from
opposition parties, the average private inflation
estimate was 25.6% for 2012 and 28.4% for 2013.
During the first quarter of 2011, a team from the
IMF started to work in conjunction with the INDEC.
Notwithstanding the foregoing, reports published
by the IMF state that the IMF staff has called on
Argentina to adopt remedial measures to address
the quality of official data. In a meeting held on
February 1, 2013, the Executive Board of the IMF
RiSK FACtoRS
As an Argentine multimedia company, Grupo Clarín
is exposed to a wide range of risks, related to the
country and also to its operations. Nevertheless,
one of the Company’s strengths lies in its strategic
asset diversification to help spread possible risks.
The Company relies on a strong internal control
system. The identification of risk and its assessment
is part of each unit’s business plans, and is also
addressed by a corporate based control department
and by the Board on a regular basis.
Argentina’s economic environment
Substantially all of our operations are conducted in
Argentina, and are therefore affected by changes
in Argentina’s economic environment.
The Argentine economy has experienced significant
volatility in recent decades, with periods of low
or negative growth, high inflation and currency
devaluation. After six years of sustained economic
growth, the Argentine economy slowed down
in the second half of 2008 and throughout 2009,
affected by the international crisis as well as
internal political developments. The trend was later
reversed, with real GDP growth reaching 9.2% in
2010 and 8.9% in 2011. In 2012, however, real GDP
growth declined to 1.9% (this statistical data is
derived from information published by the National
Institute of Statistics and Census -INDEC-. In 2013,
the Monthly Indicator for Economic Activity -IMAE-
grew by 4.9%.
Sustainable economic growth depends on a
variety of factors, including international demand
for Argentine export commodities and their
prevailing prices, stability and competitiveness of
the Peso against foreign currencies, confidence of
consumers and local and foreign investors and a
low rate of inflation.
The Argentine economy might be adversely
affected by the following factors:
• Increase in current inflation affecting competitiveness and
economic growth;
• Insufficient levels of investment;
• Exchange rate volatility and depletion of Central Bank
international reserves;
• Poor development of the Argentine credit market and limited
ability to obtain financing from international markets;
• A reduction of the payment capacity of the Argentine public
sector and the possibilities of procuring international financing;
• Increase in current public expenditure affecting fiscal accounts;
• Possible reduction or reversal in the trade balance due to
significant decrease in agricultural prices in general and soy in
particular or adverse climatic conditions affecting the production
of agricultural commodities;
• Recession, low economic growth or economic uncertainties
affecting Argentina’s main trading partners;
• Government imposed restrictions on imports or exports;
• Wage and price controls;
• Political and social tensions;
• Continued instability of the financial systems of the main
developed economies;
• Abrupt changes in the monetary and fiscal policies of the main
economies worldwide; and
• Reversal of capital flows due to domestic and international
uncertainty.
operation, in particular labor costs and access to
financing, and may negatively impact our financial
condition and results of operations.
future restrictions on the transfers of funds abroad
may impede the transfer of foreign currency on
account of dividends to GDS holders.
found that Argentina’s progress in implementing
remedial measures was not sufficient and, as a
result, the IMF issued a declaration of censure
against Argentina and called on Argentina to adopt
remedial measures to address the inaccuracy of
inflation and GDP data without further delay, and
in any event, no later than September 29, 2013.
In December 2013 the Argentine Government
announced the implementation of a new
methodology for the calculation of price indexes,
designed in cooperation with IMF experts. The
new methodology will apply to the calculation
of price indexes starting in January 2014. On
February 13, 2014, INDEC published the first
measurement of the consumer price index under
the new methodology, covering the month of
January 2014. According to INDEC, the Argentine
consumer price index increased by 3.7% in the
month of January 2014 alone, with respect to
price levels as of December 31, 2013.
Since 2007, inflation in Argentina has contributed to a
material increase in our operating costs, in particular
labor costs, and negatively impacted our results of
operations and financial condition.There can be no
assurance that inflation rates will not escalate in the
future, or of what effects the measures adopted or
that may be adopted in the future by the Government
to control inflation may have.
b. Foreign exchange Controls, Devaluation and Central Bank
Depletion: During the second half of 2011 and in
2012, the Argentine government increased controls
on the incurrence of foreign currency-denominated
indebtedness, and the sale and acquisition of foreign
currency by local residents. New regulations issued
in 2012 subject foreign exchange transactions to
prior approval by Argentine tax authorities. Formal
and informal foreign exchange controls continued
throughout 2013 and remain in place. Since the
enhancement of exchange controls in November
2011, and the introduction of measures that have
practically closed the foreign exchange market to
retail transactions, it is widely reported that the
peso/U.S. dollar exchange rate in the unofficial
market and in neighboring markets where the
peso is traded differs substantially from the official
foreign exchange.
During 2013, the Argentine peso devalued from
Ps.4.92 per U.S. dollar as of December 31, 2012
to Ps.6.52 per U.S. dollar as of December 31,
2013. In 2014 devaluation of the Argentine peso
accelerated. In the week of January 20 to January
24, the official peso/U.S. dollar exchange rate
went from Ps.6.83 per U.S. dollar to Ps.8.00.
In the past, inflation has materially undermined
the Argentine economy and Argentina’s ability
to create conditions that would permit growth.
High inflation may also (i) undermine the
competitiveness of Argentina’s manufacturing
and service industries producing, inter alia,
an increase in unemployment levels and (ii)
negatively impact the country’s long-term credit
markets. There can be no assurance that inflation
rates will not continue to escalate in the future or
that the measures adopted or that may be adopted
by the Argentine government to control inflation
will be effective or successful. Inflation remains a
challenge for Argentina. Significant inflation could
have a material adverse effect on Argentina’s
economy and in turn could increase our costs of
Government intervention in the foreign currency
market to sustain the value of the Argentine
peso, increased energy imports and the decline
in the international price of gold have resulted in
a progressive depletion of Central Bank reserves.
In 2013, Central Bank reserves decreased by
approximately 29.3% from US$43,290 million as
of December 31, 2012 to US$30,599 million as of
December 31, 2012. In January 2014, Central Bank
reserves fell an additional 9.37% to US$27,742
million as of January 31, 2014.
Additional exchange controls could have a
negative effect on the economy and on private
sector companies, including our business.
Furthermore, in such event, the imposition of
c. international trade Restrictions: In 2012, the Argentine
government
introduced a procedure pursuant
to which local authorities must pre-approve the
import of products and services to Argentina
as a pre-condition to permit such import and
the consequent access to the foreign exchange
market for the payment of the imported products
or services. Repeated complaints from various
countries against import restrictions implemented
by Argentina, suspension of export preferences
or retaliations by trading partners may have an
adverse effect on Argentine exports, affect the
trade balance and, consequently, adversely impact
Argentina’s economy.
Additionally, increased government control over
foreign trade has resulted in a shortage of inputs
and spare parts and in production disruptions. The
continuation of these shortages may affect the
growth of the economy and, consequently, could
affect our business, financial condition and results
of operations.
d. other forms of government intervention: Expropriations,
interventions and other direct involvement by the
Argentine government in the economy have had an
adverse impact on the level of foreign investment
in Argentina, the access of Argentine companies to
the international capital markets and Argentina’s
commercial and diplomatic relations with other
countries. The level of government intervention
in the economy may continue or increase, which
may adversely affect Argentina’s economy in the
medium and long-term and, in turn, our business,
results of operations and financial condition.
e. Sovereign litigation: Litigation, as well as claims
filed Argentine sovereign debt bondholders and
foreign investors with the International Centre
for Settlement of Investment Disputes (ICSID)
and United Nations Commission on International
Trade Law (UNCITRAL) against the Argentine
government, have resulted in material judgments
and may result in new material judgments against
the government, and could result in attachments
of or injunctions relating to assets of Argentina
that the government intended for other uses. As
a result, the Argentine government may not have
all the necessary financial resources to honor its
obligations, implement reforms and foster growth.
The lack of access to financial markets could
have a material adverse effect on the country’s
economy, and consequently, our business,
financial condition and results of operations.
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f. Government expenditure: During the last few years,
the Argentine government has substantially
increased public expenditure. The Argentine
government has sourced part of its funding
requirements from the Central Bank and the
ANSES. For 2012, the government reported the
first fiscal deficit since 2009. That trend continued
in 2013, with the country’s primary deficit more
than doubling to approximately Ps.81.7 billion
(approximately 2.7% of nominal GDP), without
taking into account transfers from ANSES and
the Central Bank. The financial deficit (i.e. deficit
after payment of interest on debt) was of Ps.123.7
billion (approximately 4.1% of nominal GDP).
We cannot assure you that the government will
not seek to finance its deficit by gaining access
to the liquidity available in the local financial
institutions.
On March 22, 2012, the Argentine Congress passed
Law No. 26,739, which amended the charter of
the Central Bank and Law No. 23,298. Law No.
26,739 amends the objectives of the Central Bank
(established in its charter) and removes certain
provisions previously in force. As amended, the
Central Bank Charter provides that reserves may
be made available to the government for the
repayment of debt or to finance public expenses.
This use of Central Bank reserves for expanded
purposes may render Argentina more vulnerable
to external shocks, affecting the country’s
capacity to overcome the effects of an external
crisis, and fuel inflation as the amount of pesos in
circulation increases while reserves decrease. In
addition, Law No. 26,739 amends the criteria for
compliance with the minimum cash requirement
for banks. This amendment could affect financial
institutions by forcing them to increase liquidity,
with a potential adverse impact on credit supply,
and therefore on the growth of the Argentine
economy and on our business.
Legislation and Regulation
of the media industry
In Argentina, the legal system, including the
Constitution, protects the independence of the
free press. As a media company, we are vigilant as
to the menaces that might arise in this respect and
widely cooperate with journalistic associations
and other NGOs that advocate for the protection of
fundamental constitutional rights such as freedom
of speech and freedom of the press. Moreover,
since 2009 the government has conducted an
overt policy designed to restrict the activities of
the free press.
During 2013 private media in general and Grupo
Clarín in particular continued to face an escalating
level of harassment, executed using official and
para-official means and resources with the clear
intention of damaging the media’s reputation
and directly and indirectly limiting its journalistic
activities.
a. Audiovisual Communication Services Law: In October
2009, the Argentine Congress passed a new
Audiovisual Communication Services Law (“LSCA”)
to replace the general legal framework under
which the audiovisual media industry operated
in Argentina for approximately three decades.
We and others challenged the new LSCA on
several grounds, including its encroachment upon
constitutional rights, the broad and discretionary
powers over media and content granted to the
Executive Branch, for favoring state-owned and
sponsored media and affecting the sustainability
of privately-owned media, promoting the
elimination of independent signals and enabling
a pervasive and questionable censorship system
anchored upon the discretionary power to grant
licenses and the application of penalties, among
other controversial aspects.
On October 29, 2013, the Argentine Supreme Court,
in a split decision, upheld the constitutionality of
the LSCA in re “Grupo Clarín S.A. and others v.
National Executive Branch and others re/ Merely
declarative Action”. The Company believes that
the Sections of the LSCA it had challenged in
that litigation not only contradict principles of the
Argentine National Constitution, but also those of
the American Convention on Human Rights (Pact
of San José de Costa Rica), as well as recent
precedents of the Inter-American Commission
on Human Rights, the Inter-American Court of
Human Rights and the Special Rapporteurship
for Freedom of Expression of the Organization
of American States. The Company will analyze
bringing an appeal before international courts to
challenge those sections that entail an indirect
act of censorship, silence and discriminate critical
media, and violate acquired rights. In addition, as
provided in the Court’s ruling, the Company will
continue to litigate in local courts all the aspects
related to the arbitrary and selective application
of the law by the national government.
On October 31, 2013 the Company and some of
its subsidiaries were served with Resolution No.
2276/2012 of the LSCA Federal Enforcement
Authority (“AFSCA”), providing for an ex-officio
proceeding force compliance by the Company and
some of its subsidiaries with the requirements
and limitations of the LSCA by dispossessing
the Company of certain licenses, among other
measures.
Faced with the de-facto proceedings that sought to
dispossess the Company of its licenses and assets
through an ex-officio procedure, on November 4,
2013 the Company submitted to AFSCA and the
preliminary injunctions that have enjoined the
government’s action, and will continue to make
every effort to defend ourselves by taking all
actions necessary to safeguard our rights.
However, we cannot assure that such efforts
ultimately will prove successful.
Other government of para-official actions against
the Company and media in general include:
• An exponential increase and discriminatory allocation of
official advertising used to create and sustain pro-government
media, as well as the use of such advertising to condition
the press;
• The use of public funds and media on a discretionary basis to
generate content and shows that display political propaganda,
while creating hurdles and discriminating against certain media
in the access to public information; - an aggressive campaign
to destroy non-partisan media by compromising their economic
sustainability and credibility;
• Abuse of bureaucratic controls or controls by public agencies
in the form of administrative persecutions, groundless arbitrary
resolutions, disproportionate tax controls and recurring audits;
• Banning private companies from including their advertising
slots in independent media;
• Blockades to printing facilities to prevent the distribution of
certain newspapers and magazines;
• Government interference and regulation of the newsprint
industry, including a series of temporary clauses, specifically
and exclusively addressed to our affiliate Papel Prensa,
whereby Papel Prensa is forced to make investments to meet
the total national newsprint demand -excluding from this
requirement the other existing company that operates in the
country with installed capacity to produce newsprint;
We cannot assure that government action against
independent media and against the Company in
particular will not continue or intensify. Increased
government action against the Company could
materially affect our business, results of
operations and financial condition.
Supreme Court of Argentina a proposal pursuant
to section 161 of the LSCA, which was approved
by Grupo Clarín’s Board of Directors on November
3, 2013, in an attempt to avoid the forced
divestiture of its assets by AFSCA. Shortly after
receipt of the proposal, AFSCA issued Resolution
No. 1471/2013, whereby it suspended the ex-
officio transfer procedure.
legitimately acquired rights, will have an impact
on the equity value of Grupo Clarín. The proposal’s
implementation process and the related results
will depend on a series of approvals and decisions
from regulatory agencies, the Company and the
subsidiaries involved (including the respective
third party shareholders) and all those involved in
this process.
The proposal includes the necessary reservations
to safeguard the rights of the Company, including
the reservation to bring a claim for economic
damages caused to the Company and its
subsidiaries as a consequence of their adjustment
to conform to the LSCA; the reservation of its right
to challenge the conformity of Sections 41, 45, 48
and 161 of the LSCA to international conventions
before the Inter-American Commission on Human
Rights, the Inter-American Court of Human Rights
and other competent International Courts; the
reservation to challenge judicially the current
composition of AFSCA for not conforming to
the provisions of the LSCA and for not being a
technical and independent agency protected
against undue interferences from the State.
The proposal submitted by the Company requires
the approval of AFSCA, the intervention of other
governmental and oversight agencies and the
approval of the shareholders at the respective
Shareholders’ Meetings in order to carry out
the restructuring and the transfer of licenses,
assets, liabilities and operations to third parties.
On February 18, 2014, the AFSCA declared the
admissibility of said proposal and granted the
Company a term of 180 calendar days for its
implementation. On February 18, 2014, the
Company's Board of Directors decided to call an
Extraordinary Shareholders’ Meeting to be held
on March 20, 2014, in order to consider AFSCA
Resolution No. 193/2014 and to instruct the Board
of Directors with to begin implementation of the
proposal.
Implementation of the proposal will entail
significant changes in the Company’s structure,
generating an uncertain scenario about the future
development of the business.
Implementation of this proposal may entail a
strong reduction of its operating income and its
profitability in the Cable Television and Internet
Access segment and/or a strong reduction
of its operating income and profitability of
the Broadcasting and Programming segment,
depending on the choices made by the Company.
The above-mentioned considerations and the
limits to the growth of Grupo Clarín imposed
by this law, against world trends and against
Potential changes in the implementation of
the proposal, additional limitations to those
contemplated thereunder and/or a forced
divestiture process may give rise to different
results and, eventually, adverse consequences.
As of the date of these financial statements and
given the current uncertainties regarding the
effective evolution of the process of conforming
the Company and its subsidiaries to the LSCA, the
existing restrictions imposed by the regulatory
framework and the conditions in which these
processes will be effectively carried out, the
Company cannot provide assurance about the
results of that process.
The decision rendered by the Supreme Court
of Argentina on October 29, 2013 expressly
states the claimant companies’ right to claim
economic damages caused to the Company
and its subsidiaries as a consequence of the
adjustment to conform to the LSCA. Accordingly,
in the voluntary conforming proposal submitted
to AFSCA on November 4, 2013 the Company
expressly reserved its right to bring judicial
actions to claim for those damages.
This situation described above generates
uncertainties about the business of the Company
and its subsidiaries that could materially affect
the recoverability of the Company’s relevant
assets, its business, results of operations and
financial condition.
b. other government action relating to the Company and the
media industry: In addition to the government’s drive
to implement the LSCA, the Argentine government
has also sought to revoke the authorization
granted unanimously by the National Antitrust
Commission in 2007 to the transaction whereby
the Company indirectly acquired 60% of
Cablevisión and Cablevisión acquired all or part of
the equity interests of certain of our subsidiaries.
The Argentine government has also taken
measures to revoke the license under which
Cablevisión renders internet services and to set
the price of its pay-television service according to
a pricing formula. Such measures, which we have
challenged in court, if upheld would materially
adversely affect our business. We have obtained
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Capital markets Regulations
On November 29, 2012 Congress passed Capital
Markets Law No. 26,831 (the “Capital Markets
Law”), which was enacted by the Executive on
December 27, 2012, published on December
28, 2012 and became effective on January 28,
2013. The Capital Markets Law provides for a
comprehensive amendment of the public offering
regime, previously governed by Law No. 17,811
and, among other things, enhances the National
Government’s oversight powers over publicly
traded companies.
On July 29, 2013, the National Government issued
Decree No. 1023/2013 to regulate partially the
Capital Markets Law. Among other provisions, the
Decree regulates Section 20 of said Law, pursuant
to which the CNV may appoint an overseer with
veto rights over the decisions made by the boards
of directors of entities subject to the public
offering regime, or otherwise remove the boards
from such entities for up to 180 days until all
deficiencies found by the CNV are solved, without
prior judicial authorization or control. The Decree
also vests with the CNV the power to appoint
the administrators or co-administrators that will
hold office after a board of directors of an issuer
is removed. The Company is of the view that the
Decree amends the Law it seeks to regulate and,
therefore, is not a valid implementing regulation.
On July 12, 2013, a few days prior to the issuance
of the Decree, the Company was served notice
of Resolution No. 17,131, dated July 11, 2013,
whereby the CNV declared that the administrative
effects of the decisions adopted at the Annual
Ordinary General Shareholders’ Meeting held
on April 25, 2013 were irregular and ineffective.
The CNV’s Resolution was based on allegations
that were absolutely false and irrelevant.
These allegations, as well as the conduct of
the representatives of ANSES (a shareholder of
the Company) and of the CNV at the meeting,
prompted certain directors of the Company
-and later the Board itself- to press criminal
charges against ANSES and CNV representatives
(Messrs. Reposo, Kicillof, Moreno, Vanoli, Fardi
and Helman) for making false statements and
arguments with the sole intent of discrediting the
Board of Directors and caricature its management,
with the ultimate purpose of creating pretexts to
permit an intervention of the Company without
judicial control pursuant to the new powers vested
on the CNV by the Capital Markets Law.
The Company gave the CNV written notice
that what had happened at the Shareholders’
Meeting could not be considered in any way as an
acknowledgment of the legitimacy of the powers
vested on the CNV by the Capital Markets Law,
and included reservations to file the pertinent
legal actions to challenge the constitutionality of
that law.
On August 20, 2013, at the request of Mr. Rubén
Mario Szwarc, a shareholder of the Company,
the Company was served notice of the decision
rendered by Chamber A of the National Court of
Appeals on Commercial Matters, whereby that
Chamber decided, among other things, to enjoin
the enforcement of Section 20, subsection a),
second part, paragraphs I and II (or 1 and 2) of
the Capital Markets Law and of all laws, rules or
administrative acts issued or that may be issued
pursuant to such legal provisions, with respect to
Grupo Clarín S.A., until the courts decide on the
merits of Mr. Szwarc’s claim.
On October 11, 2013 Chamber 5 of the National
Court of Appeals on Federal Administrative
Matters issued an injunction in re "Grupo Clarín
S.A. v. CNV - Resol No. 17,131/13 (File 737/13)"
File No. 29,563/2013, suspending the effects of
Resolution No. 17,131/2013 until the courts reach
a decision on the merits.
In spite of these judicial measures that have
afforded the Company temporary protection
against arbitrary and discriminatory action taken
by the Government against us as part of its long-
standing campaign, we cannot assure that these
injunctions will remain in place, that the courts
will not uphold the constitutionality of Section
20 of the Capital Markets Law, or that the CNV
will not attempt to apply that provision against
the Company, effectively removing the Board
of Directors for up to 180 days and replacing
it with CNV-appointed administrators or
co-administrators.
Direct CNV intervention could materially affect
our business, results of operations and financial
condition.
Sector Development
and Competition
The Company devotes significant resources to
analyzing emerging trends and has vast experience
and a solid track record in reading consumer
demands and successfully developing new products
and services, adapting its business model in time.
However, the media industry and certain maturing
markets to which our services are catered, are
dynamic and constantly undergo significant
developments at a pace that may differ from
our current expectations affecting our growth.
Increased competition through new technological
developments may adversely affect our business
if our analysis of industry trends is not accurate or
if we are not able to adapt readily our operations.
Programming and Personnel
We may not be able to renew our rights to certain
programming and our results of operations may be
adversely affected by the loss of key personnel. In
addition, under the new LSCA and pursuant to our
proposal to conform to it, we may divest or cease
to broadcast certain signals.
The production of content is part of our strategy
and we dedicate significant resources to the
identification of market trends and new figures
and matters of public interest, to preserve the
position of leadership we have acquired in the
market.
Liquidity and Funding
We have financial debt outstanding, a significant
portion of which is denominated in foreign
currency. Financial markets remain practically
closed for Argentine companies, and we must rely
primarily on our cash flow generation to service
our debt.
We have engaged in an active liability
management policy, and improved our debt to
free cashflow ratio to limit our need to access the
market as a means of repayment of our financial
obligations. However, the implementation of
our proposal to conform our operations to the
LSCA may require prepayment of certain of our
indebtedness. We cannot assure that we will be
able successfully to access the market in order to
prepay such indebtedness under terms that will
not affect our financial condition adversely.
Certain of our costs, including a significant portion
of our financial expenses, are dollar denominated.
Currency fluctuations, such as a considerable
devaluation of the Peso against the U.S. dollar are
likely to affect adversely the Argentine economy
and will impact negatively on our financial
condition.
effective evolution of the process of conforming
the Company and its subsidiaries to the LSCA, the
existing restrictions imposed by the regulatory
framework and the conditions in which these
processes will be effectively carried out, the
Company cannot provide assurance about the
results of that process.
In this sense, it should be noted that the decision
rendered by the Supreme Court of Argentina on
October 29, 2013 expressly states the claimant
companies’ right to claim economic damages
caused to the Company and its subsidiaries as a
consequence of the adjustment to conform to the
law. Accordingly, under the proposal submitted
to AFSCA on November 4, 2013 the Company
expressly reserved its right to bring judicial
actions to claim for those damages.
However, the Company seeks to reinforce and
enhance its products and services through the
activities developed by Grupo Clarín and its
business units, preserving their quality and
fostering ongoing innovation. Grupo Clarín intends
to continue to focus on optimizing the productivity
and efficiency levels in all of its operating
areas, seeking to develop and to apply the best
practices related to each of these processes. At
a corporate level, activities will be focused on the
main processes that allow sustainable, healthy
and efficient growth from different perspectives:
financial structure, management control, business
strategy, human resources, innovation and
corporate social responsibility.
Grupo Clarín renews its sustained commitment
to regulatory compliance, while reinforcing
once again its commitment towards its readers,
audiences and the country. In its daily work,
Grupo Clarín seeks to assume with strength and
responsibility the role that the media are called to
play through independent journalism and through
the defense and promotion of universal and
fundamental rights, such as freedom of speech,
because these are pillars that extol the quality of
democracy and the welfare of Argentine society
as a whole.
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BUSineSS PRoJeCtionS AnD PLAnninG
As mentioned above and in light of the decision
rendered by the Supreme Court of Justice, on
November 3, 2013 the Board of Directors approved
a voluntary proposal to conform to the LSCA that
was filed with AFSCA on November 4, 2013. The
voluntary proposal -which does not interrupt any
of the judicial actions brought by the Company and
its subsidiaries to defend its rights- was submitted
together with a request that the decision rendered
by the Supreme Court of Argentina be complied
with in full. That is, requesting the involvement of
an independent, unbiased enforcement authority
with technical expertise, which may ensure a
transparent and egalitarian treatment in the
enforcement of the law.
Pursuant to the proposal submitted by the Company
and what was described above, the Company’s
assets and its group of companies governed by
Law No. 26,522 will be divided into six units of
audiovisual communication services. The proposal
submitted by the Company requires the approval
of AFSCA, the intervention of other governmental
and oversight agencies and the approval of the
shareholders at the respective Shareholders’
Meetings in order to carry out the restructuring
and the transfer of licenses, assets, liabilities and
operations to third parties. On February 18, 2014,
the AFSCA declared the admissibility of said
proposal and granted the Company a term of 180
calendar days for its implementation. On February
18, 2014, the Company’s Board of Directors
decided to call an Extraordinary Shareholders’
Meeting to be held on March 20, 2014, in order
to consider AFSCA Resolution No. 193/2014 and
to instruct the Board of Directors with to begin
implementation of the proposal.
Implementation of the proposal will entail
significant changes in the Company’s structure,
generating an uncertain scenario about the future
development of the business.
Implementation of this proposal may entail a
strong reduction of its operating income and its
profitability in the Cable Television and Internet
Access segment and/or a strong reduction
of its operating income and profitability of
the Broadcasting and Programming segment,
depending on the choices made by the Company.
The above-mentioned considerations and the
limits to the growth of Grupo Clarín imposed
by this law, against world trends and against
legitimately acquired rights, will surely have an
impact on the potential value of Grupo Clarín.
The proposal’s implementation process and the
results that may eventually occur will depend on a
series of approvals and decisions from regulatory
agencies, the Company and the subsidiaries
involved (including the respective shareholders)
and from all the parties involved in this process,
which has just began.
Potential changes in the implementation of
the proposal, additional
limitations to those
contemplated thereunder and/or a forced
divestiture process may give rise to different
results and, eventually, adverse consequences.
As of the date of these financial statements and
given the current uncertainties regarding the
3
1
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2
,
1
3
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B
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D
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6
Glossary of Selected Terms
ConSoLiDAteD FinAnCiAL StAtementS
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
SUPPLementARY FinAnCiAL inFoRmAtion
RePoRt oF inDePenDent ACCoUntAntS
PARent ComPAnY onLY FinAnCiAL StAtementS
Parent Company only Statement of Comprehensive Income
Parent Company only Balance Sheet
Parent Company only Statement of Changes in Equity
Parent Company only Statements of Cash Flows
Notes to the Parent Company only Financial Statements
Additional Information to the Notes to the Financial
Statements - Section No. 68 of the Regulations issued
by the Buenos Aires Stock Exchange and Section No. 12
Title IV Chapter III of General Resolution No. 622/13 of
the Argentine Securities Commission
RePoRt oF inDePenDent ACCoUntAntS
SUPeRviSoRY Committee’S RePoRt
70
71
72
73
74
76
78
163
168
171
172
173
174
176
178
238
240
242
68
69
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:29 AM Page 70
Glossary of
Selected Terms
Consolidated Financial
Statements as of
December 31, 2013
Presented on a
comparative basis
AFA Asociación del Fútbol Argentino (Argentine Football
Association)
AFIP Administración Federal de Ingresos Públicos
(Argentine Federal Revenue Service)
AFSCA Autoridad Federal de Servicios de Comunicación
Audiovisual (Audiovisual Communication Services Law
Federal Enforcement Authority)
AGEA Arte Gráfico Editorial Argentino S.A.
AGR Artes Gráficas Rioplatense S.A.
ANA Administración Nacional de Aduanas (National
Customs Administration)
APE Acuerdo preventivo extrajudicial (pre-packaged
insolvency plan)
ARTEAR Arte Radiotelevisivo Argentino S.A.
Auto Sports Auto Sports S.A.
Bariloche TV Bariloche TV S.A.
BCBA Bolsa de Comercio de Buenos Aires (Buenos Aires
Stock Exchange)
Cablevisión Cablevisión S.A.
Canal Rural Canal Rural Satelital S.A.
CER Coeficiente de Estabilización de Referencia
(Reference Stabilization Coefficient, a consumer price
inflation coefficient)
CIMECO Compañía Inversora en Medios de
Comunicación (CIMECO) S.A.
Clarín Global Clarín Global S.A.
CLC Compañía Latinoamericana de Cable S.A.
CMD Compañía de Medios Digitales S.A. (former
PRIMA Internacional)
CMI Comercializadora de Medios del Interior S.A.
CNDC Comisión Nacional de Defensa de la
Competencia (National Antitrust Commission)
CNV Comisión Nacional de Valores (Argentine
Securities Commission)
CPCECABA Consejo Profesional de Ciencias
Económicas de la Ciudad Autónoma de Buenos Aires
(Professional Council in Economic Sciences of the City
of Buenos Aires)
COMFER Comité Federal de Radiodifusión (Federal
Broadcasting Committee)
CSJN Supreme Court of Argentina
CUSPIDE Cúspide Libros S.A.
CVB CV B Holding S.A.
Dinero Mail Dinero Mail LLC
Adjusted EBITDA Revenues less cost of sales and selling
and administrative expenses (excluding depreciation and
amortization)
Editorial Atlántida Editorial Atlántida S.A.
FACPCE Federación Argentina de Consejos Profesionales
de Ciencias Económicas (Argentine Federation of
Professional Councils in Economic Sciences)
FADRA Fundación de Automovilismo Deportivo de la
República Argentina (Argentine Motor Racing
Foundation)
Fintech Fintech Advisory, Inc. together with its affiliates
GCGC GC Gestión Compartida S.A.
GCSA Investments GCSA Investments, LLC
GC Minor GC Minor S.A.
GC Services Grupo Clarín Services, LLC
GDS Global Depositary Shares
Grupo Carburando Carburando S.A.P.I.C.A.F.I., Mundo
Show S.A. and Mundo Show TV S.A.
Grupo Clarín, or the Company Grupo Clarín S.A.
Grupo Radio Noticias Grupo Radio Noticias S.R.L.
Holding Teledigital Holding Teledigital Cable S.A.
IASB International Accounting Standards Board
Ideas del Sur Ideas del Sur S.A.
IESA Inversora de Eventos S.A.
IFRIC International Financial Reporting Interpretations
Committee
IFRS International Financial Reporting Standards
IGJ Inspección General de Justicia (Argentine
Superintendency of Legal Entities)
Impripost Impripost Tecnologías S.A.
VAT Value Added Tax
La Razón Editorial La Razón S.A.
La Capital Cable La Capital Cable S.A.
Antitrust Law Law No. 25,156, as amended
Broadcasting Law Law No. 22,285 and its regulations
Audiovisual Communication Services Law Law No.
26,522 and its regulations
LSE London Stock Exchange
Multicanal Multicanal S.A.
IAS International Accounting Standards
NCP ARG Argentine Professional Accounting Standards,
except for Technical Resolutions No. 26 and 29 which
adopt IFRS.
OSA Oportunidades S.A.
Papel Prensa Papel Prensa S.A.I.C.F. y de M.
Patagonik Patagonik Film Group S.A.
Pol-Ka Pol-Ka Producciones S.A.
PRIMA Primera Red Interactiva de Medios Argentinos
(PRIMA) S.A.
PRIMA Internacional Primera Red Interactiva de Medios
Americanos (PRIMA) Internacional S.A. (now CMD)
Radio Mitre Radio Mitre S.A.
SCI Secretaría de Comercio Interior (Secretariat of
Domestic Trade)
SECOM Secretaría de Comunicaciones (Argentine
Secretariat of Communications)
SHOSA Southtel Holdings S.A.
SMC Secretaría de Medios de Comunicación (Media
Secretariat)
Supercanal Supercanal Holding S.A.
TATC Tres Arroyos Televisora Color S.A.
TCM TC Marketing S.A.
Telba Teledifusora Bahiense S.A.
Telecor Telecor S.A.C.I.
Teledigital Teledigital Cable S.A.
TFN Tribunal Fiscal de la Nación (National Tax Court)
Tinta Fresca Tinta Fresca Ediciones S.A.
TPO Televisora Privada del Oeste S.A.
TRISA Tele Red Imagen S.A.
TSC Televisión Satelital Codificada S.A.
TSMA Teledifusora San Miguel Arcángel S.A.
UNIR Unir S.A.
Vistone Vistone S.A.
VLG VLG Argentina, LLC
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:29 AM Page 71
Grupo Clarín S.A.
Consolidated Financial Statements
as of December 31, 2013
Presented on a comparative basis
In Argentine Pesos (Ps.) - Notes 2.1 and 2.12
to the consolidated financial statements and
Notes 2.1 and 2.8 to the parent company only
financial statements.
Registered office:
Piedras 1743,
Buenos Aires, Argentina
Main corporate business:
Investing and financing
Date of incorporation:
July 16, 1999
Date of registration with the
Public Registry of Commerce:
- Of the by-laws: August 30, 1999
- Of the latest amendment: October 10, 2007
Registration number with the IGJ:
1,669,733
Expiration of articles of incorporation:
August 29, 2098
Information on Parent company:
Name: GC Dominio S.A.
Registered office: Piedras 1743,
Buenos Aires, Argentina
Information on the subsidiaries in Note 2.4
to the consolidated financial statements
and Note 4.3 to the parent company only
financial statements.
Capital structure
Type
Class “A” Common shares, Ps.1 par value
Class “B” Common shares, Ps.1 par value
Class “C” Common shares, Ps.1 par value
Total as of December 31, 2013
Total as of December 31, 2012
Number of votes
Subscribed, registered
per share
and paid-in capital
5
1
1
75,980,304
186,281,411
25,156,869
287,418,584
287,418,584
Signed for identification purposes
with the report dated March 10, 2014
See our report dated March 10, 2014
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17
Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee
Dr. Carlos A. Pace (Partner)
Certified Public Accountant (U.B.A.)
C.P.C.E.C.A.B.A. VOL. 150 - FOL. 106
Jorge Carlos Rendo
Director and Acting Chairman
70
71
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:29 AM Page 72
Consolidated
Statement of
Comprehensive
Income
For the years ended
December 31, 2013 and 2012
In Argentine Pesos (Ps.)
Notes
December 31, 2013
December 31, 2012
Continuing Operations
Revenues
Cost of Sales (1)
Subtotal - Gross Profit
Selling Expenses (1)
Administrative Expenses (1)
Other Income and Expense, net
Financial Costs
Other Financial Results, net
Equity in Earnings from Affiliates and Subsidiaries
Income before Income Tax and Tax on Assets
Income Tax and Tax on Assets
Income for the Year from Continuing Operations
Discontinued Operations
Income from Discontinued Operations (2)
6.1
6.2
6.3
6.3
6.6
6.4
6.5
5.4
7
14,184,278,492
(8,200,699,987)
5,983,578,505
(1,874,136,657)
(1,965,701,020)
85,425,019
(1,305,195,614)
(170,634,736)
140,036,975
893,372,472
(92,706,698)
800,665,774
11,318,906,093
(6,508,186,503)
4,810,719,590
(1,387,819,339)
(1,522,578,855)
639,370
(772,960,211)
(143,193,327)
13,682,715
998,489,943
(524,876,069)
473,613,874
-
498,717,214
Net Income for the Year
800,665,774
972,331,088
Other Comprehensive Income
Items which may be reclassified to net income
Variation in Translation Differences of Foreign Operations
from Continuing Operations
312,065,021
182,068,772
Variation in Translation Differences of Foreign Operations
from Discontinued Operations
Other Comprehensive Income for the Year
-
312,065,021
(1,899,698)
180,169,074
Total Comprehensive Income for the year
1,112,730,795
1,152,500,162
Profit Attributable to:
Shareholders of the Parent Company
Non-Controlling Interests
Total Comprehensive Income Attributable to:
Shareholders of the Parent Company
Non-Controlling Interests
Basic and Diluted Earnings per Share from
Continuing Operations
Basic and Diluted Earnings per Share from
Discontinued Operations
Basic and Diluted Earnings per Share - Total
479,831,556
320,834,218
639,878,193
472,852,602
1.67
-
1.67
482,310,720
490,020,368
567,296,198
585,203,964
0.96
0.72
1.68
(1)Includes amortization of intangible assets and film library,
and depreciation of property, plant and equipment in the amount
of Ps. 1,130,295,990 and Ps. 872,356,212 for the years ended
December 31, 2013 and 2012, respectively.
(2) As of December 31, 2013, it includes approximately Ps. 444
million in connection with the sale of the interests described in
Note 12.g.
The notes are an integral part of these consolidated financial statements.
Signed for identification purposes
with the report dated March 10, 2014
See our report dated March 10, 2014
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17
Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee
Dr. Carlos A. Pace (Partner)
Certified Public Accountant (U.B.A.)
C.P.C.E.C.A.B.A. VOL. 150 - FOL. 106
Jorge Carlos Rendo
Director and Acting Chairman
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:29 AM Page 73
Consolidated
Balance Sheet
As of December 31, 2013
and 2012
In Argentine Pesos (Ps.)
Notes
December 31, 2013
December 31, 2012
Assets
Non-Current Assets
Property, Plant and Equipment
Intangible Assets
Goodwill
Deferred Tax Assets
Investment in Affiliates and Subsidiaries
Other Investments
Inventories
Other Assets
Other Receivables
Trade Receivables
Total Non-Current Assets
Current Assets
Inventories
Other Assets
Other Receivables
Trade Receivables
Other Investments
Cash and Banks
Total Current Assets
Total Assets
Equity (as per the corresponding statement)
Attributable to Shareholders of the Parent Company
Shareholders’ Contributions
Other items
Retained Earnings
Total Attributable to Shareholders of the Parent Company
Attributable to Non-Controlling Interests
Total Shareholders’ Equity
Liabilities
Non-Current Liabilities
Provisions and Other
Long-Term Debt
Sellers Financing
Deferred Tax Liabilities
Taxes Payable
Other Liabilities
Trade Payables and Other
Total Non-Current Liabilities
Current Liabilities
Debt
Sellers Financing
Taxes Payable
Other Liabilities
Trade Payables and Other
Total Current Liabilities
Total Liabilities
5.1
5.2
5.3
7
5.4
5.5
5.6
5.7
5.8
5.9
5.6
5.7
5.8
5.9
5.5
5.10
5.11
5.12
5.13
7
5.14
5.15
5.16
5.12
5.13
5.14
5.15
5.16
5,087,330,686
455,181,212
2,876,255,652
140,001,740
418,620,000
143,313,288
28,181,042
1,791,901
232,328,526
129,021,518
9,512,025,565
269,203,901
4,990,825
534,989,603
2,096,136,611
634,453,975
1,332,983,003
4,872,757,918
14,384,783,483
2,010,638,503
288,232,326
2,431,037,476
4,729,908,305
1,748,885,854
6,478,794,159
282,932,957
2,844,810,110
-
87,867,286
108,608,440
121,900,186
5,344,594
3,451,463,573
1,294,528,866
3,484,674
395,187,379
247,916,402
2,513,408,430
4,454,525,751
7,905,989,324
4,137,741,603
554,781,161
2,797,020,692
55,403,579
389,212,589
99,597,125
13,929,652
1,896,642
128,770,432
125,285,473
8,303,638,948
342,773,949
7,362,757
402,265,693
1,638,550,031
685,632,591
623,395,314
3,699,980,335
12,003,619,283
2,010,638,503
128,185,689
1,951,205,920
4,090,030,112
1,374,568,933
5,464,599,045
254,838,954
2,683,294,222
325,330
261,847,892
74,910,041
97,588,589
5,888,626
3,378,693,654
504,084,669
1,103,888
411,769,236
214,245,125
2,029,123,666
3,160,326,584
6,539,020,238
Total Equity and Liabilities
14,384,783,483
12,003,619,283
The notes are an integral part of these consolidated financial statements.
Signed for identification purposes
with the report dated March 10, 2014
See our report dated March 10, 2014
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17
Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee
Dr. Carlos A. Pace (Partner)
Certified Public Accountant (U.B.A.)
C.P.C.E.C.A.B.A. VOL. 150 - FOL. 106
Jorge Carlos Rendo
Director and Acting Chairman
72
73
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:29 AM Page 74
Consolidated
Statement
of Changes in Equity
For the years ended
December 31, 2013 and 2012
In Argentine Pesos (Ps.)
Shareholders’ Contributions
Inflation
Adjustment on
Additional
Capital Stock
Capital Stock
Paid-in Capital
Subtotal
Balances as of January 1, 2012
287,418,584
309,885,253
1,413,334,666
2,010,638,503
Set-up of reserves
Dividend Distribution
Dividends and Other Movements
of Non-Controlling Interest
Changes in Reserves for Acquisition
of Minority Interests
Net Income for the Year
Other Comprehensive Income:
Variation in Translation Differences
of Foreign Operations
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Balances as of December 31, 2012
287,418,584
309,885,253
1,413,334,666
2,010,638,503
Set-up of Reserves (Note 14)
Dividends and Other Movements
of Non-Controlling Interest
Net Income for the Year
Other Comprehensive Income:
Variation in Translation Differences
of Foreign Operations
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Balances as of December 31, 2013
287,418,584
309,885,253
1,413,334,666
2,010,638,503
(1) Broken down as follows: (i) Optional reserve for future dividends
of Ps. 300,000,000; (ii) Judicial reserve for future dividend distribution
of Ps. 387,028,756, (iii) Optional reserve for illiquidity of results
of Ps. 694,371,899 and (iv) Optional reserve to provide financial aid
to subsidiaries and in connection with the Audiovisual Communication
Services Law of Ps. 457,094,968.
The notes are an integral part of these consolidated financial statements.
-
-
-
-
-
-
-
-
2
-
-
-
-
-
-
-
2
2
-
-
-
-
8
1
-
-
-
-
(
4
-
-
-
(
-
(
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:30 AM Page 75
Other items
Retained Earnings
Equity
Equity attributable to Shareholders of the Parent Company
Translation
of Foreign
Operations
Other
Reserves
Legal
Reserve
Optional
reserves (1)
Total Equity
Attributable to
Accumulated
of Controlling
Non-Controlling
Results
Interests
Interests
Total Equity
37,992,937
(18,384,533)
-
1,539,154,967
3,634,142,107
1,063,645,779
4,697,787,886
1,381,400,655
(1,405,313,089)
-
(135,000,000)
(135,000,000)
-
-
-
(135,000,000)
D
D
-
-
-
-
-
84,985,478
122,978,415
-
-
-
160,046,637
-
-
-
23,591,807
-
-
-
-
-
-
64,740,233
23,912,434
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
482,310,720
-
(290,063,721)
(290,063,721)
23,591,807
482,310,720
15,782,911
490,020,368
39,374,718
972,331,088
-
84,985,478
95,183,596
180,169,074
5,207,274
88,652,667
1,381,400,655
481,152,598
4,090,030,112
1,374,568,933
5,464,599,045
24,057,630
457,094,968
(481,152,598)
-
479,831,556
479,831,556
-
-
-
-
(98,535,681)
320,834,218
(98,535,681)
800,665,774
-
160,046,637
152,018,384
312,065,021
283,025,052
5,207,274
112,710,297
1,838,495,623
479,831,556
4,729,908,305
1,748,885,854
6,478,794,159
Signed for identification purposes
with the report dated March 10, 2014
See our report dated March 10, 2014
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17
Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee
Dr. Carlos A. Pace (Partner)
Certified Public Accountant (U.B.A.)
C.P.C.E.C.A.B.A. VOL. 150 - FOL. 106
Jorge Carlos Rendo
Director and Acting Chairman
74
75
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:30 AM Page 76
Consolidated
Statement
of Cash Flows
For the years ended
December 31, 2013 and 2012
In Argentine Pesos (Ps.)
Cash provided by operating activities
Net Income for the Year
Income Tax and Tax on Assets
Accrued Interest, net
Adjustments to reconcile net income for the year
to cash provided by operating activities:
- Depreciation of Property, Plant and Equipment
- Amortization of Intangible Assets and Film Library
- Net of allowances
- Financial Income, except interest
- Equity in Earnings from Affiliates and Subsidiaries
- Other Income and Expense
- Income/Loss from Discontinued Operations
Changes in Assets and Liabilities:
- Trade Receivables
- Other Receivables
- Inventories
- Other Assets
- Trade Payables and Other
- Taxes Payable
- Other Liabilities
- Provisions
Income Tax and Tax on Assets Payments
December 31, 2013
December 31, 2012
800,665,774
972,331,088
92,706,698
295,497,933
524,876,069
265,004,506
963,340,450
166,955,540
226,040,815
902,450,122
(140,036,975)
(75,260,674)
726,074,731
146,281,481
108,858,093
462,345,935
(13,682,715)
(3,063,467)
-
(399,258,357)
(607,536,008)
(132,447,738)
59,694,755
2,338,777
457,050,294
56,794,037
36,393,075
(73,520,259)
(422,779,473)
(475,493,666)
138,937,891
27,062,977
2,376,684
278,599,757
(125,281,919)
46,750,050
(30,747,737)
(360,027,710)
Net Cash Flows Provided by Operating Activities
2,608,347,143
2,291,943,691
See our report dated March 10, 2014
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17
Dr. Carlos A. Pace (Partner)
Certified Public Accountant (U.B.A.)
C.P.C.E.C.A.B.A. VOL. 150 - FOL. 106
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:30 AM Page 77
Cash provided by Investment Activities
- Acquisition of Property, Plant and Equipment, net
- Acquisition of Intangible Assets
- Acquisition of Subsidiaries, Net of Cash Acquired
- Proceeds from Sale of Property, Plant and Equipment
- Dividends collected
- Collections from sale of Long-Term Investments /
Permanent Establishment of Foreign Companies
- Certificates of Deposit
- Loans granted
- Collections of Interest
- Collections of Certificates of Deposit
Net Cash Flows used in Investment Activities
Cash provided by Financing Activities
- Loans
- Repayment of Loans and Holding Expenses
- Payment of Interest
- Acquisition of investment for the purchase of Notes
from Subsidiaries
- Partial prepayment of investments for the purchase
of Notes from Subsidiaries
- Settlement on Derivatives
- Payment of Sellers Financing
- Dividends Paid
- Setup of Reserve Account / Escrow Funds
- Payments to Non-Controlling Interests, net
Net Cash Flows used in Financing Activities
Financing results generated
by cash and cash equivalents
Net Increase in Cash Flow
Cash and Cash Equivalents at the Beginning of the Year
Cash and Cash Equivalents at Year-end
The notes are an integral part of these consolidated financial statements.
December 31, 2013
December 31, 2012
(1,859,321,132)
(59,045,040)
(2,543,283)
5,966,286
99,063,267
71,244,000
(367,178,141)
(7,416,658)
12,399,593
68,527,243
(2,038,303,865)
378,266,001
(422,677,466)
(306,870,173)
(1,382,972,222)
(73,781,197)
(15,829,527)
4,049,536
3,415,980
738,299,692
(108,489,054)
-
-
15,419,781
(819,887,011)
158,849,820
(388,699,658)
(293,133,497)
-
(195,525,800)
67,182,254
(4,680,000)
(1,607,441)
-
(16,523,702)
(105,952,368)
(412,862,895)
188,547,121
345,727,504
1,304,735,665
1,650,463,169
-
(6,177,500)
(6,642,392)
(135,000,000)
(13,409,252)
(230,279,010)
(1,110,017,289)
77,116,220
439,155,611
865,580,054
1,304,735,665
Signed for identification purposes
with the report dated March 10, 2014
See our report dated March 10, 2014
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17
Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee
Dr. Carlos A. Pace (Partner)
Certified Public Accountant (U.B.A.)
C.P.C.E.C.A.B.A. VOL. 150 - FOL. 106
Jorge Carlos Rendo
Director and Acting Chairman
76
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Notes to the
Consolidated
Financial Statements
For the year ended
December 31, 2013
Presented on a comparative basis.
In Argentine Pesos (Ps.)
Note 1
General Information
Grupo Clarín is a holding company that
operates in the Media industry. Its operating
income and cash flows derive from the
operations of its subsidiaries in which it
participates directly or indirectly.
Its operations include cable television and
Internet access services, newspaper and other
printing, publishing and advertising activities,
broadcast television, radio operations and
television content production, on-line and new
media services, and other media related
activities. A substantial portion of its revenues
is generated in Argentina. Through its
subsidiaries, it is engaged primarily in the
following business segments:
- Cable Television and Internet Access,
consisting of the largest cable network in Latin
America in terms of subscribers, operated by
its subsidiary Cablevisión (surviving company
after its merger with Multicanal and Teledigital),
with operations in Argentina and neighboring
countries. This company also provides high-
speed Internet access under the brands Fibertel
and Flash.
- Printing and Publishing, consisting of
national and regional newspapers, a sports
daily, magazine publishing, editing and
distribution, and commercial printing. Diario
Clarín, the flagship national newspaper, is the
newspaper with the second largest circulation
in the Spanish-speaking world. The sports
daily Olé is the only newspaper of its kind in
the Argentine market. The newspaper La Razón
is the first ever free newspaper in Argentina.
The children’s magazine Genios is the children’s
magazine with the highest circulation in
Argentina. AGR is its printing company.
- Broadcasting and Programming, consisting
of Canal 13, one of the two broadcast television
stations with the highest audience share in
Argentina, AM (Amplitude Modulation) /FM
(Frequency Modulation) radio broadcast
stations (Radio Mitre and La 100), and the
production of television, film and radio
programming content, including cable television
signals and organization and broadcasting
of sporting events; and
- Digital Content and Other, consisting
mainly of digital and Internet content, on-line
classified ads and horizontal portals as well as
its subsidiary GCGC, its shared service center.
Note 2
Basis for the preparation and presentation of
the consolidated financial statements
2.1 Basis for the preparation and transition
to IFRS
Pursuant to General Resolution No. 562 issued
on December 29, 2009, entitled “Adoption
of International Financial Reporting Standards”
and General Resolution No. 576/10, the
CNV provided for the application of Technical
Resolutions No. 26 and 29 issued by the
Argentine Federation of Professional Councils
of Economic Sciences (FACPCE, for its
Spanish acronym). Since the Company is
subject to the public offering regime governed
by Law No. 26,831, it is required to apply
such standards as from the year beginning
January 1, 2012. The FACPCE issues Adoption
Communications for the enforcement of IASB
resolutions in Argentina.
These consolidated financial statements of
Grupo Clarín for the year ended December 31,
2013, presented on a comparative basis, have
been prepared in accordance with IFRS.
Some additional matters were included as
required by the Argentine Business Associations
Law and/or CNV regulations, including
the supplementary information provided under
the last paragraph of Section 1, Chapter III,
Title IV of General Resolution No. 622/13.
That information is included in the Notes
to these consolidated financial statements, as
provided under IFRS and CNV rules.
These consolidated financial statements have
been prepared based on historical cost except
for the valuation of financial instruments
(see Note 2.21). In general, the historical cost
is based on the fair value of the consideration
granted in exchange for the assets.
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Certain figures reported in the financial
statements presented on a comparative basis
were reclassified in order to maintain the
consistency in the disclosure of the figures
corresponding to this period.
The attached consolidated information,
approved by the Board of Directors in the
meeting held on March 10, 2014, is presented
in Argentine Pesos (Ps.), the Argentine legal
tender, and arises from accounting records kept
by Grupo Clarín S.A. and its subsidiaries.
2.2 Standards and Interpretations issued but
not adopted to date
The Company has not adopted IFRS or
revisions of IFRS issued as per the detail below,
since their application is not required for the
year ended December 31, 2013:
- IFRS 9 Financial Instruments: Issued in
November 2009 and amended in October
2010, IFRS 9 introduces new requirements for
the classification and measurement of financial
assets and liabilities and for their derecognition.
IFRS 9 is applicable to the years beginning
on or after January 1, 2015, and allows for
its early application. The changes are not likely
to have a material effect on the amounts
disclosed in connection with the Company’s
financial assets and liabilities.
- IFRIC 21 Levies: The interpretation
establishes how to account for liabilities to pay
levies when those liabilities are within the scope
of IAS 37 “Provisions, Contingent Liabilities
and Contingent Assets” and when they do not
arise from income taxes (IAS 12) or from fines
or other penalties imposed for breach of tax
legislation. The interpretation clarifies what is
the obligating event that triggers the obligation
to pay the levy and when an entity should
recognize that obligation. This standard is
applicable to financial years beginning January
1, 2014. The changes will probably not
significantly affect the amounts disclosed in
connection with the Company’s tax liabilities.
2.3. Standards and Interpretations issued and
adopted to date
- IAS 1 Presentation of financial statements:
The amendment to IAS 1 requires that items
of other comprehensive income be grouped into
those that may and may not be subsequently
reclassified to profit or loss. The amendments
to IAS 1 do not specify which items are to be
disclosed in other comprehensive income.
This amendment is effective for annual periods
beginning as from July 1, 2012. The impact
of this standard is disclosed in the Consolidated
Statement of Comprehensive Income.
- IAS 19 Employee Benefits: Since to date the
Company has not established defined
benefit plans for its employees and officers,
this standard did not have an impact on the
Company’s financial statements.
- IFRS 10 Consolidated Financial Statements:
Defines the principles of control and
establishes control as the basis for determining
which entities are to be consolidated in the
consolidated financial statements. This standard
did not have an impact on the Company’s
financial statements.
- IFRS 11 Joint Arrangements: Classifies joint
arrangements either as joint operations
(combining the existing concepts of assets under
common control and operations under common
control) or as joint ventures (similar to the
existing concepts of entities under common
control). IFRS 11 requires the use of the equity
method for joint ventures and also eliminates
the proportional consolidation method for this
type of businesses. This standard did not have
an impact on the Company’s consolidated
financial statements.
- IFRS 12 Disclosure of Interests in Other
Entities: The interpretation establishes the
disclosure requirements for all forms of interests
in other entities, including subsidiaries, joint
arrangements, associates and unconsolidated
structured entities. The impact of this standard
is disclosed in notes to these consolidated
financial statements.
- IFRS 13 Fair Value Measurement: Sets up a
single framework for measuring fair value when
required by other standards and the disclosure
requirements for fair value measurement.
This IFRS is applicable to both financial and
non-financial items measured at fair value.
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The impact of this standard is disclosed in notes
to these consolidated financial statements.
2.4 Basis for Consolidation
These consolidated financial statements
incorporate the financial statements of the
Company and of the subsidiaries and joint
ventures (“Interests in Joint Operations”, Note
2.7) controlled by the Company. Control
is presumed to exist when the Company has
a right to variable returns from its interest in a
subsidiary and has the ability to affect those
returns through its power over the subsidiary.
This power is presumed to exist when evidenced
by the votes, be it that the Company has
the majority of voting rights or potential rights
currently exercised. The subsidiaries are
consolidated from the date on which the
Companies
Cablevisión (1)
PRIMA
AGEA
AGR
CIMECO
ARTEAR (2)
Pol-Ka
IESA
Radio Mitre
GCGC
CMD
GC Services
GCSA Investments
(1) Includes Multicanal and Teledigital, which were
merged into Cablevisión effective as of October 1, 2008.
(2) Interest in votes amounts to 99.7%.
The subsidiaries’ financial statements used for
consolidation purposes bear the same closing
date as these consolidated financial statements,
comprise the same periods and have been
prepared under exactly the same accounting
policies as those used by the Company, which
are described in the notes to the consolidated
financial statements or, as the case may be,
adjusted as applicable.
Company assumes control over them and are
excluded from consolidation on the date
control ceases. Additionally, these consolidated
financial statements incorporate the companies
mentioned in 2.4.1.
For consolidation purposes, the intercompany
transactions and the balances between the
Company and the consolidated companies have
been eliminated. Unrealized income has also
been eliminated.
Below is a detail of the most relevant
consolidated subsidiaries, together with the
interest percentages held directly or indirectly
in each subsidiary’s capital stock and votes,
as of each date indicated below:
Direct or Indirect Interest in the
Capital Stock and Votes (%)
December 31, 2013
December 31, 2012
59.9%
59.9%
100.0%
100.0%
100.0%
99.2%
54.6%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
59.9%
59.9%
100.0%
100.0%
100.0%
99.2%
54.6%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
2.4.1 Consolidation of Structured Entities
The Company, through one of its subsidiaries,
has executed certain agreements with other
companies, for the purposes of rendering
on behalf of and by order of such companies
certain selling and installation services,
collections, administration of subscribers,
marketing and technical assistance, financial
and general business advising, with respect
to cable television and Internet access services
in Uruguay. In accordance with IFRS 10
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“Consolidated Financial Statements”, these
consolidated financial statements include the
assets, liabilities and results of these companies.
Since the Company does not hold an interest
in these companies, the offsetting entry of
the net effect of the consolidation of the assets,
liabilities and results of these companies is
disclosed in the items “Equity attributable
to non-controlling interests” and “Net Income
attributable to non-controlling interests”, as
required by IFRS.
2.4.2 Changes in the Company’s Interests in
Existing Subsidiaries
The changes in the Company’s interests in
subsidiaries that do not generate a loss of
control are recorded under equity. The book
value of the Company’s interests and non-
controlling interests is adjusted to reflect the
changes in the relative interest in the subsidiary.
Any difference between the amount for which
non-controlling interests were adjusted and the
fair value of the consideration paid or received is
directly recognized in equity and attributed to
the shareholders of the parent company.
In case of loss of control, any residual interest
in the issuing company is measured at its fair
value at the date on which control was lost,
allocating the change in the recorded value with
an impact on net income. The fair value is
the initial amount recognized for such
investments for the purposes of its subsequent
valuation for the interest retained as associate,
joint operation or financial instrument.
Additionally any amount previously recognized
in Other Comprehensive Income regarding such
investments is recognized as if Grupo Clarín
had disposed of the related assets and liabilities.
Consequently, the amounts previously
recognized in Other Comprehensive Income
may be reclassified to net income.
2.5 Business Combinations
The Company applies the acquisition method
to account for business combinations. The
consideration for each acquisition is measured
at fair value (on the date of exchange) of the
assets acquired, the liabilities incurred or
assumed and the equity instruments issued by
the Company in exchange for the control of
the company acquired. The costs related to the
acquisition are expensed as incurred.
The consideration for the acquisition, if any,
includes any asset or liability arising from a
contingent consideration arrangement,
measured at fair value at the acquisition date.
Subsequent changes to such fair value, verified
within the measurement period, are adjusted
against the acquisition cost.
The measurement period is the actual period
that begins on the acquisition date and
ends as soon as the Company receives all the
information it was seeking about facts and
circumstances that existed as of the acquisition
date. The measurement period cannot exceed
one year from the acquisition date. All other
changes in the fair value of the contingent
consideration classified as assets or liabilities,
outside the measurement period, are recognized
in net income. Changes in the fair value of
the contingent consideration classified as equity
are not recognized.
In the case of business combinations achieved
in stages, the Company’s equity interest in the
company acquired is remeasured at fair value
at the acquisition date (i.e., the date on which
the Company acquired control) and the
resulting gain or loss, if any, is recognized as
income/expense or in other comprehensive
income, depending on the origin of the
variation. In the periods preceding the reporting
periods, the Company may have recognized in
other comprehensive income the changes in
the value of the interest in the capital stock of
the acquired company. In that case, the amount
recognized in other comprehensive income is
recognized on the same basis that would have
been required if the Company had directly
disposed of the previously-held equity interest.
The identifiable assets, liabilities and contingent
liabilities of the acquired company that meet the
conditions for recognition under IFRS 3 (2008)
are recognized at fair value at the acquisition
date, except for certain particular cases provided
by such standard.
Any excess of the acquisition cost (including
the interest previously held, if any, and the non-
controlling interest) over the net fair value of
the subsidiary’s or associate’s identifiable assets,
liabilities and contingent liabilities measured at
the acquisition date is recognized as goodwill.
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Any excess of the net fair value of the
identifiable assets, liabilities and contingent
liabilities over the acquisition cost is
immediately recognized in net income.
Unrealized gains or losses on transactions
between the Company (and subsidiaries) and
the associates are eliminated considering the
Company’s interest in the associates.
The acquisition cost comprises the
consideration transferred, the amount of any
non-controlling interest and the acquisition
-date fair value of the acquirer’s previously-held
equity interest in the acquiree, if any.
The Company initially recognizes any non-
controlling interest as per its share in the
amounts recognized for the net identifiable
assets of the acquiree.
2.6 Investment in Associates
An associate is an entity over which the
Company has significant influence, without
exerting control, generally accompanied by
equity holdings of between 20% and 50% of
voting rights.
The associates’ net income and the assets and
liabilities are disclosed in the consolidated
financial statements using the equity method,
except when the investment is classified as
held for sale, in which case it is accounted for
under IFRS 5 “Non-Current Assets Held
for Sale and Discontinued Operations”.
Under the equity method, the investment in
an associate is to be initially recorded at cost
and the book value will be increased or
decreased to recognize the investor’s share in
the comprehensive income for the year or
in other comprehensive income obtained by
the associate, after the acquisition date. The
distributions received from the associate
will reduce the book value of the investment.
Any excess of the acquisition cost over the
Company’s share in the net fair value of the
associate’s identifiable assets, liabilities and
contingent liabilities measured at the acquisition
date is recognized as goodwill. Goodwill is
included in the book value of the investment
and tested for impairment as part of the
investment. Any excess of the Company’s share
in the net fair value of the identifiable assets,
liabilities and contingent liabilities over the
acquisition cost, after its measurement at fair
value, is immediately recognized in net income.
Adjustments were made, where necessary, to the
associates’ financial statements so that their
accounting policies are in line with those used
by the Company.
Investments in companies in which the
company does not have control or significant
influence have been valued at cost, as
established by IAS 39.
In the cases where non-controlling shareholders
hold put options whereby they may force the
Company to acquire shares of subsidiaries, and
the Company reasonably estimates that such put
options will be duly exercised, the Company
discloses the present value of the corresponding
future payments under Other Liabilities.
2.7 Interests in Joint Operations
A joint operation is a contractual arrangement
whereby the Company and other parties
undertake an economic activity that is subject to
joint control, i.e., when the financial strategy
and the operating decisions related to the
company’s activities require the unanimous
consent of the parties sharing control.
Joint venture arrangements that entail the
establishment of an independent entity in which
each company holds an interest are called
jointly controlled entities. The Company, in
accordance with IFRS 11 “Joint Arrangements”,
has applied the equity method to measure
its holding in the jointly controlled entity and
discloses its holdings in such entities under
Investment in unconsolidated affiliates.
In the cases of joint business arrangements
executed through Uniones Transitorias de
Empresas (“UTE”), considered joint operations
under IFRS 11, the Company recognizes in
its financial statements on a line-by-line basis
the assets, liabilities and net income subject
to joint control in proportion to its share in
such arrangements.
These consolidated financial statements include
the balances of the UTEs, among them,
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Ertach S.A. - Prima S.A. Unión Transitoria de
Empresas, FEASA - S.A. La Nación Unión
Transitoria de Empresas and AGEA S.A. - S.A.
La Nación - UTE, in which the Company
and/or its subsidiaries hold an interest.
2.8 Goodwill
Goodwill arises from the acquisition of
subsidiaries and refers to the excess of the cost
of acquisition over the net fair value at the
date of acquisition of the identifiable assets
acquired and liabilities assumed. The Company
initially recognizes any non-controlling interest
as per its interest percentage in the amounts
recognized for the net identifiable assets of the
acquired company.
If, upon measurement at fair value, the
Company’s share in the fair value of net
identifiable assets of the acquired company
exceeds the amount of the consideration
transferred, the amount of any non-controlling
interest in such company and the fair value
of the acquirer’s previously held non-controlling
interest in the acquiree (if any), such excess is
immediately recognized in the statement of
comprehensive income as a gain arising from a
very advantageous acquisition.
Goodwill is not amortized, but tested for
impairment on an annual basis. For the purposes
of impairment testing, goodwill is allocated to
each of the Company’s cash-generating units
expected to render benefits from the synergies
of the respective business combination. Those
cash-generating units to which goodwill is
allocated are tested for impairment on an annual
basis, or more frequently, when there is any
indication of impairment. If the recoverable
value of the cash-generating unit, i.e. the higher
of the value in use or the fair value net of selling
expenses, is lower than the value of the net
assets allocated to that unit, including goodwill,
the impairment loss is first allocated to reduce
the goodwill allocated to the unit and then
to the other assets of the unit, on a pro rata
basis, based on the valuation of each asset in the
unit. The impairment loss recognized against
the valuation of goodwill is not reversed under
any circumstance.
In case of a loss of control in the subsidiary,
the amount attributable to goodwill is included
in the calculation of the corresponding gain
or loss.
As mentioned in Note 9, the recoverability of
certain goodwill could be affected by the
final outcome of the circumstances described
in such note.
2.9 Revenue Recognition
Revenues are recognized when the amount of
revenues may be reliably estimated, when future
economic benefits are likely to be obtained
by the Company, and when specific criteria are
met for each of Grupo Clarín’s activities, as
described below.
Revenues for each of the main business segments
identified by the Company are recognized when
the following conditions are met:
- Cable Television and Internet Access
Sales of cable or Internet services subscriptions
are recognized as revenues for the period in
which the services are rendered. Revenues from
the installation of these services are accrued over
the average term during which clients maintain
their subscription to the service.
Advertising sales revenues are recognized in the
period in which advertising is published or
broadcast.
Revenues from transactions that include more
than one item have been recognized separately
to the extent they have commercial substance
on their own. The amount of revenues allocated
to each item is based on its fair value, which is
assessed or estimated at market value.
Revenues from the sale of assets are recognized
only when the risks and benefits arising from
the use of the disposed assets have been
transferred, the amount of revenues may be
fairly estimated, and the Company is likely to
obtain economic benefits (see Note 19).
Installment sales are recognized at the value
of future income discounted at a market rate
assessed at the beginning of the transaction.
- Printing and Publishing
Advertising sales are determined by the prices
achieved per single column centimeter and
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the number of advertising centimeters sold in
the relevant period. Circulation sales include
the price received from the sale of newspapers,
magazines and other publications. Printing
services sales consist mainly of fees received
from the printing of magazines, books,
brochures and related products.
Advertising sales from newspapers and
magazines are recognized when advertising is
published. Revenues from the sale of newspaper
and magazines are recognized upon passing
control to the buyers. The Company records
the estimated impact of returns, calculated
based on historical trends, as a deduction from
revenues. Revenues from printing services are
recognized upon completion of the services,
delivery of the related products and customer
acceptance.
- Broadcasting and Programming
TV and radio advertising sales revenues are
recognized when advertising is broadcast.
Revenues from programming and distribution
of television content are recognized when the
programming services are provided.
2.10 Barter Transactions
The Company, through its subsidiaries, sells
a small portion of its advertising spaces
in exchange for goods or services received.
Revenues are recorded when the advertisement
is made, valued at the fair value of the goods
or services received, in the case of goods
and other services advertising barter transactions,
or delivered, in the case of advertising-for-
advertising barter transactions. Goods or
services are recorded at the time goods are
received or services are rendered. The goods or
services to be received in consideration for
the advertisements made are recorded as Trade
Receivables. The advertisements to be made
in exchange for the goods and services received
are recorded as Trade Payables and Other.
2.11 Leases
Leases are classified as financial leases when
the terms of the lease transfer to the lessee
substantially all the risks and benefits inherent
to the property. All other leases are classified
as operating leases.
The assets held under financial leases are
recognized at the lower of the fair value of the
Company’s leased assets at the beginning
of the lease term, or the present value of the
minimum lease payments. The liability held
with the lessor is included in the balance
sheet as an obligation under financial leases
recorded under Debt.
Lease payments are apportioned between the
finance charge and the reduction of the liabilities
under the lease so as to achieve a constant
interest rate on the outstanding balance. The
finance charge is expensed over the lease term.
The assets held under financial leases are
depreciated over the shorter of the useful life of
the assets or the lease term.
Rentals under operating leases are charged to
income on a straight line basis over the
corresponding lease term.
2.12 Foreign Currency and Functional Currency
The financial statements of each of the entities
consolidated by the Company are prepared
in the currency of the primary economic
environment in which the entity operates
(its functional currency). For the purposes of
the consolidated financial statements, the net
income and the financial position of each entity
are stated in Argentine Pesos (Argentina’s
legal tender for all companies domiciled in
Argentina), which is the Company’s functional
currency, and the reporting currency of the
consolidated financial statements. The
functional currency of the indirectly controlled
Uruguayan and Paraguayan companies, are the
Uruguayan Peso and the Guarani, respectively.
In preparing the financial statements of the
individual entities, the transactions in currencies
other than the entity’s functional currency
(foreign currency) are recorded at the exchange
rates prevailing on the dates on which
transactions are carried out. At the end of each
reporting year, the monetary items denominated
in foreign currency are retranslated at the
exchange rates prevailing on such date.
Exchange differences are charged to net income
as incurred.
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In preparing the Company’s consolidated
financial statements, the assets and liabilities
balances of the entities which functional
currencies is not the Argentine Peso, stated in
their own functional currency (Uruguayan Peso
and Guarani) are translated to Argentine pesos
at the exchange rate prevailing at the end of
the year, while the net income is translated at
the exchange rate prevailing on the transaction
date. Translation differences are recognized
in other comprehensive income as “Variation in
Translation Differences of Foreign Operations”.
2.13 Financial Costs
Financial costs directly attributable to the
acquisition, construction or production
of assets that require a substantial period of
time to prepare for their intended use or sale
(“qualifying assets”), are capitalized as part
of the cost of these assets until they are ready
for their intended use or sale, according to
IAS 23 (“Borrowing Costs”).
The income, if any, on the temporary
investment of the specific borrowings incurred
to finance qualifying assets is deducted from
the financial costs to be capitalized.
All other financial costs are charged to net
income as incurred.
2.14 Taxes
The income tax charge reflects the sum of
current income tax and deferred income tax.
2.14.1 Current and Deferred Income Tax
for the year
Current and deferred taxes are recognized as
expense or income for the year, except when
they are related to entries debited or credited
to other comprehensive income or equity,
in which cases taxes are also recognized in other
comprehensive income or directly in equity,
respectively. In the case of a business combination,
the tax effect is taken into consideration in the
calculation of goodwill or in the determination
of the excess of acquirer’s interest in the net fair
value of the acquiree’s identifiable assets, liabilities
and contingent liabilities over the cost of the
business combination.
2.14.2 Current Tax
Current tax payable is based on the taxable
income recorded during the year. Taxable
income and net income reported in the
consolidated statement of comprehensive
income differ due to revenue or expense items
that are taxable or deductible in other fiscal
years and items that are never taxable or
deductible. The current tax liability is calculated
using the tax rate in effect as of the date of
these consolidated financial statements. Current
tax charge is calculated based on the tax
rules effective in the countries in which the
consolidated entities operate.
2.14.3 Deferred Tax
Deferred tax is recognized on temporary
differences between the book value of the
assets and liabilities included in these financial
statements and the corresponding tax basis
used to determine taxable income. Deferred
tax liabilities are generally recognized for all
temporary fiscal differences. Deferred tax assets
are recognized for all deductible temporary
differences to the extent that it is likely that
future taxable income will be available against
which those deductible temporary differences
can be charged. These assets and liabilities
are not recognized if the temporary differences
arise from goodwill or from the initial recognition
(other than in a business combination) of
other assets and liabilities in a transaction that
affects neither the taxable income nor the
accounting income.
The book value of a deferred tax asset is
reviewed at each reporting year and reduced
to the extent that it is no longer likely that
sufficient taxable income will be available
in the future to allow for the recovery of all
or part of the asset.
Deferred tax is recognized on temporary
differences arising from investments in foreign
subsidiaries.
Deferred tax assets and liabilities are measured
at the tax rates that are expected to be applicable
in the year in which the asset is realized or the
liability is settled, based on the tax rates (and
tax laws) that have been enacted or substantively
enacted by the end of the period. The
measurement of deferred tax liabilities and assets
reflects the tax consequences that would follow
from the manner in which the entity expects,
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at the end of the reporting year, to recover or
settle the book value of its assets and liabilities.
Deferred tax assets are offset against deferred
tax liabilities if effective regulations allow to
offset, before the tax authorities, the amounts
recognized in those items; and if the deferred
tax assets and liabilities arise from income
taxes levied by the same tax authority and the
Company intends to settle its assets and
liabilities on a net basis.
Under the IFRS, deferred tax assets and
liabilities are classified as non-current assets and
liabilities, respectively.
2.14.4 Tax on Assets
In Argentina, the tax on assets (impuesto a
la ganancia mínima presunta) is supplementary
to income tax. The Company assesses this
tax at the effective rate of 1% on the taxable
assets at year-end. The Company’s tax liability
for each year will be equal to the higher of
the tax on assets assessment or the income tax
liability assessed at the legally effective rate
on the estimated taxable income for the year.
However, if the tax on assets exceeds the income
tax liability in any given fiscal year, the excess
may be creditable against any excess of income
tax liability over the tax on assets in any of the
following ten fiscal years.
The tax on assets balance has been capitalized
in these consolidated financial statements
for the amount estimated to be recoverable
within the statute of limitations, based
on the subsidiaries’ current business plans.
2.15 Property, Plant and Equipment
Property, plant and equipment held for use in
the production or supply of goods and services,
or for administrative purposes, are recorded
at cost less accumulated depreciation and any
accumulated impairment loss.
Depreciation of property, plant and equipment
in use is recognized on a straight-line basis
over its estimated useful life.
The estimated useful life, residual value and
depreciation method are reviewed at each year-
end, with the effect of any changes in estimates
accounted for on a prospective basis. Land is
not depreciated.
Works in process are recorded at cost less any
recognized impairment loss. The cost includes
professional fees and, in the case of qualifying
assets, capitalized financial costs in accordance
with the Company’s accounting policy (Note
2.13). Depreciation of these assets, as well as in
the case of other property, plant and equipment,
begins when the assets are ready for their use.
Assets held under financial leases are depreciated
over the shorter of their estimated useful life,
which is equal to the rest of the other similar
assets, or over the lease term.
Repair and maintenance expenses are expensed
as incurred.
The gain or loss arising from the retirement
or disposal of an item of property, plant
and equipment is calculated as the difference
between income from the sale of the asset
and the asset’s book value, and recognized
under “Other Income and Expense, net” in
the statement of comprehensive income.
The residual value of an asset is written down
to its recoverable value, if the asset’s residual
value exceeds its estimated recoverable value
(see Note 2.17).
2.16 Intangible Assets
Intangible assets include trademarks and
patents, exclusivity agreements, licenses,
software and other rights, the purchase value
of the subscriber portfolio, projects in-progress
(mainly related to software development) and
other intangible assets. The accounting policies
regarding the recognition and measurement of
such intangible assets are described below.
2.16.1 Intangible Assets Acquired Separately
Intangible assets acquired separately are
valued at cost, net of the corresponding
accumulated amortization and impairment
losses. Amortization is calculated on a straight
line basis over the estimated useful life of
the intangible assets. The Company reviews
the useful lives applied, the residual value
and the amortization method at each year-end,
and accounts the effect of any changes in
estimates on a prospective basis.
Assets held under financial leases are depreciated
over the shorter of their estimated useful life,
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which is equal to the rest of the other similar
assets, or over the lease term.
2.16.2 Intangible Assets Acquired in a Business
Combination
Intangible assets acquired in a business
combination are identified and recognized
separately regarding goodwill when they meet
the definition of intangible assets and their
fair value can be measured reliably. Such
intangible assets are recognized at fair value
at acquisition date.
After the initial recognition, intangible assets
acquired in a business combination are
valued at cost net of accumulated amortization
and impairment losses, with the same basis as
intangible assets acquired separately.
2.16.3 Internally Generated Intangible Assets
Internally generated intangible assets arising
from the development phase of an internal
project are recognized if certain conditions are
met, among them, technical feasibility to
complete the development of the intangible
asset and the intent to complete such
development.
The amount initially recognized for internally
generated intangible assets comprises all the
expenses incurred as from the moment all the
intangible assets meet the above-mentioned
recognition criteria. Where it is not possible to
recognize an internally generated intangible
asset, the development expenses are recognized
in the statement of comprehensive income in
the year in which they are incurred.
After the initial recognition, internally
developed intangible assets are valued at cost net
of accumulated amortization and impairment
losses, with the same basis as intangible assets
acquired separately.
Such assets are included under software and
projects in-progress.
2.17 Impairment of Non-Financial Assets,
Except Goodwill
At the end of each financial statement, the
Company reviews the book value of its
non-financial assets with definite useful life to
determine the existence of any evidence
indicating that these assets could be impaired.
If there is any indication of impairment, the
recoverable value of these assets is estimated
for the purposes of determining the amount of
the impairment loss (in case the recoverable
value is lower than the book value). Where it is
not possible to estimate the recoverable value
of an individual asset, the Company estimates
the recoverable value of the cash-generating
unit (“CGU”) to which such asset belongs.
Where a consistent and reasonable allocation
base can be identified, corporate assets are also
allocated to an individual cash-generating
unit or, otherwise, to the smallest group of
cash-generating units for which a consistent
allocation base can be identified.
The recoverable value of an asset is the higher
of the fair value less selling expenses or its value
in use. In measuring value in use, estimated
future cash flows are discounted at their present
value using a pre-tax discount rate, which
reflects the current market assessments of the
time value of money and, if any, the risks
specific to the asset for which estimated future
cash flows have not been adjusted.
Assets with an indefinite useful life
(for example, non-financial assets unavailable
for use) are not amortized, but are tested for
impairment on an annual basis.
Non-financial assets, except for goodwill,
for which an impairment loss was recorded, are
reviewed at each closing date for a possible
reversal of the impairment loss.
2.18 Inventories
Inventories are valued at the lower of acquisition
cost and/or production cost or the net realizable
value. The cost is determined under the
weighted average price method.
The production cost is determined under the
cost absorption method, which comprises
raw materials, labor and other costs directly
related to the production of goods. The net
realizable value represents the estimated selling
price in the ordinary course of business less
the estimated costs necessary to make such sale.
The criterion followed to expense each of these
inventory items is as follows:
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- Film Rights (series, soap operas and films)
and programs purchased:
The cost of series, soap operas and programs
purchased to be shown on broadcast television
is mainly expensed against the cost of sales
on the exhibition date or upon expiration of
exhibition rights. Rights related to these
programs acquired in perpetuity, if any, are
amortized over their estimated useful life
(eight years, with a grace period of three years
and are subsequently amortized on a straight-
line basis over the next five years).
Films are expensed against the cost of sales on
a decreasing basis, based on the number of
showings granted by the respective rights or
upon expiration of exhibition rights.
Film rights acquired in perpetuity for
broadcasting by the Volver channel
are amortized over their estimated useful life
(seven years, with a grace period of four years.
They are subsequently amortized on a
decreasing basis over the next three years).
- In-house production programs and co-
productions:
The cost of in-house production programs
and co-productions is mainly expensed against
the cost of sales after broadcasting of the
chapter or program. Rights related to in-house
production programs and co-productions
acquired in perpetuity, if any, are amortized
over their estimated useful life (eight years,
with a grace period of three years and are
subsequently amortized on a straight-line basis
over the next five years).
- Events:
The cost of events is fully expensed against the
cost of sales at the time of broadcasting.
The allowance for impairment is calculated
based on the recoverability analysis conducted
at the closing of each year. The values thus
obtained do not exceed their respective
recoverable values estimated at the closing of
each year.
2.19 Other Assets
The assets included in this item have been
valued at acquisition cost.
Investments denominated in foreign currency
subject to restrictions on disposition under
financial covenants have been valued at face
value plus interest accrued as of each year-end.
2.20 Provisions and other
Provisions for Lawsuits and Contingencies and
the accrual for asset retirement are recognized
when the Company has a present obligation
(be it legal or constructive) as a result of a past
event, when it is likely that an outflow of
resources will be required to settle the obligation
and when the amount of the obligation can be
reliably estimated.
The amount recognized as a provision is the best
estimate of the expenditure required to settle the
present obligation at the end of the reporting
year, taking into consideration the corresponding
risks and uncertainties. Where a provision is
measured using the estimated cash flow to settle
the present obligation, its book value represents
the present value of such cash flow.
In estimating its obligations, the Company has
taken into consideration the opinion of its legal
advisors, if any.
2.21 Financial Instruments
2.21.1 Financial Assets
Purchases and sales of financial assets are
recognized at the transaction date when the
Company undertakes to purchase or sell
the asset, and is initially measured at fair value,
plus transaction costs, except for those financial
assets classified at fair value with changes
in the statement of income, which are initially
measured at fair value.
2.21.1.1 Classification of Financial Assets
Financial assets are classified within the
following specific categories: “financial assets
at fair value with changes in net income”,
“held-to-maturity investments” and “loans and
receivables”. The classification depends on
the nature and purpose of the financial assets
and is determined on initial recognition.
2.21.1.2 Recognition and Measurement of
Financial Assets
2.21.1.2.1 Financial Assets at Fair Value with
Changes in Net Income
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Financial assets at fair value with changes in net
income are recorded at fair value, recognizing
any gain or loss arising from the measurement
in the consolidated statement of comprehensive
income. The net gain or loss recognized in net
income includes any gain or loss generated by
the financial asset and is included in the item
financial income and cost in the consolidated
statement of comprehensive income.
The assets designated in this category are
classified as current assets if they are expected to
be traded within 12 months; otherwise, they
are classified as non-current assets.
The fair value of these assets is calculated based
on the current quoted market price of these
instruments.
2.21.1.2.2 Held-to-maturity Investments
Held-to-maturity investments are measured at
amortized cost using the effective interest rate
method less any impairment, if any.
The effective interest rate method calculates
the amortized cost of a financial asset or liability
and the allocation of financial income or
cost over the whole corresponding period. The
effective interest rate is the rate that exactly
discounts estimated future cash payments
or receipts over the expected life of the financial
instrument to the net book value of the financial
asset or liability on its initial recognition.
Balances in foreign currency were translated
at the exchange rate prevailing at the closing of
year for the settlement of these transactions.
Foreign exchange differences were charged to
net income for each year.
2.21.1.2.3 Loans and Receivables
Loans and trade receivables with fixed or
determinable payments not traded in an active
market are classified as “trade receivables and
other”. Trade receivables and other are initially
measured at fair value, and subsequently
measured at amortized cost using the effective
interest rate method, less any impairment,
if any. Interest income is recognized using the
effective interest rate method, except for
short-term balances for which the recognition
of interest is not significant.
Loans and receivables are classified as current
assets, except for the maturities exceeding 12
months from the closing date.
Loans in foreign currency have been valued as
mentioned above, at the exchange rates prevailing
as of each year-end. Foreign exchange differences
were charged to net income for each year.
2.21.1.3 Impairment of Financial Assets
The Company tests financial assets or a group
of assets for impairment at each closing
date to assess if there is any objective evidence
of impairment. The value of a financial asset
or a group of assets is impaired, and an
impairment loss is recognized, where there is
objective evidence of the impairment as a result
of one or more events that occurred after the
initial recognition of the asset (a “loss event”)
and that loss event or events have an impact
on the estimated future cash flows of the
financial asset or a group of assets, which may
be reliably measured.
The objective evidence of impairment may
include, among others, significant financial
difficulties of the issuer or obligor; or
breach of contractual terms, such as default or
delinquency in interest or principal payments.
For certain categories of financial assets, such
as accounts receivable and other receivables,
the assets that are not impaired on an
individual basis are tested for impairment on
a collective basis. The objective evidence of
impairment of a receivables portfolio includes
the Company’s past collection experience,
an increase in the number of delinquent
payments in the receivables portfolio, as well
as observable changes in the local economic
situation affecting the recoverability of
receivables.
Where there is objective evidence of an
impairment loss in the value of loans granted,
receivables or held-to-maturity investments
recorded at amortized cost, the loss amount
is measured as the difference between the book
value and the present value of estimated
future cash flows (without including future
non-incurred losses), discounted at the original
effective interest rate of the financial asset.
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The asset’s book value is written down under a
contra asset account. The loss amount is
recognized in net income for the year.
If, in subsequent periods, the impairment loss
amount decreases and such decrease can be
objectively related to an event occurring after
the impairment has been recognized (such
as an improvement in the debtor’s credit rating),
the previously recognized impairment loss is
reversed. A loss reversal can only be recorded to
the extent the financial asset’s book value does
not exceed the amortized cost that would have
been determined if the impairment loss had not
been recorded at the reversal date. The reversal
amount is recognized in net income for the year.
2.21.1.4 Derecognition of Financial Assets
The Company derecognizes a financial asset
when the contractual rights to the cash flows
of such assets expire or when it transfers
the financial asset and, therefore, all the risks
and benefits inherent to the ownership of the
financial asset are transferred to another entity.
If the Company retains substantially all the
risks and benefits inherent to the ownership
of the transferred asset, it will continue to
recognize it and will recognize a liability for
the amounts received.
2.21.2 Financial Liabilities
Financial liabilities, except for derivatives,
are valued at amortized cost using the effective
interest rate method.
2.21.2.1 Debt
Debt is initially valued at fair value net of the
transaction costs incurred, and subsequently
valued at amortized cost using the effective
interest rate method. Any difference between
the initial value net of the transaction costs and
the settlement value is recognized in the income
statement over the term of the loan using the
effective interest rate method. Interest expense
has been allocated to “Financial Costs” in
the consolidated statement of comprehensive
income, except for the portion allocated to
the cost of works under construction recorded
under “Property, Plant and Equipment”.
Debt maturing within the 12 months preceding
the closing date is classified as current and
those maturing within the 12 months following
the closing date are classified as non-current.
Loans in foreign currency have been valued as
mentioned above, at the exchange rates prevailing
as of each year-end. Foreign exchange differences
were charged to net income for each year.
2.21.2.2 Trade Payables and Other
Trade payables with fixed or determinable
payments not traded in an active market are
classified as “Trade Payables and Other”.
Trade Payables and Other are initially measured
at fair value, and subsequently measured at
amortized cost using the effective interest rate
method. Interest expense is recognized using
the effective interest rate method, except for
short-term balances for which the recognition
of interest is not significant.
Trade Payables and Other are classified as
current, except for the maturities exceeding 12
months from the closing date.
Trade payables in foreign currency have been
valued as mentioned above, at the exchange
rates prevailing as of each year end. Foreign
exchange differences were charged to net
income for each year.
2.21.2.3 Derecognition of Financial Liabilities
An entity shall derecognize a financial liability
(or part of it) when it has been extinguished,
i.e., when the obligation specified in the
corresponding agreement is discharged,
cancelled or expires.
2.21.3 Derivatives and Hedge Accounting
The Company executes certain financial
instruments to manage its exposure to interest
rate and exchange risks, including foreign
currency hedges, interest rate swaps and
currency swaps.
Derivatives are initially recognized at fair value
at the date of execution of the related contract
and subsequently measured at fair value at
the end of the reporting year. The resulting gain
or loss is immediately recognized in net income
unless the derivate is designated as a hedging
instrument, in which case the timing for
its recognition will depend on the nature of
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the hedging relationship. The Company uses
certain derivatives to hedge the fair value of its
recognized liabilities (fair value hedge).
The Company documents at the beginning of
the transaction the existing relationship between
the hedging instruments and the hedged items,
as well as its objectives to manage risk and
the strategy to carry out hedge transactions. The
Company also documents its assessment, both
at the beginning and on an ongoing basis, of
the high effectiveness of its hedging transactions
to offset the changes in the fair value of the
hedged items.
The fair value of hedging derivatives is fully
classified as a non-current asset or liability if the
hedged item matures in more than 12 months,
and as a current asset or liability if the hedged
item matures within 12 months.
Fair Value Hedge
Changes in the fair value of derivatives
designated and classified as fair value hedges are
charged to net income, together with any
change in the fair value of a hedged liability
attributable to the hedged risk. The Company
only applies fair value hedge accounting to cover
the exchange rate fluctuations of the liabilities
it holds in foreign currency. The gain or loss
relating to the effective portion of foreign
currency forward contracts is charged to net
income under Financial Costs. The loss or gain
related to the ineffective portion, if any, is
charged to net income under Other Income
and Expense, net. Changes in the fair value of
the Company’s hedged liabilities denominated
in foreign currency, attributable to the risk
detailed above, are charged to net income under
Financial Costs.
Cash and Banks
Current Investments:
- Financial Instruments
- Securities
- Mutual Funds
Cash and Cash Equivalents
2.21.4 Refinancing of Indebtedness
Liabilities arising from the restructuring of
financial debts have been initially valued
at fair value and will be subsequently measured
at amortized cost using the effective interest
rate method.
2.22 Other Liabilities
Advances from customers involving obligations
to deliver assets that have not yet been produced
have been valued at the higher of the amounts
received or the share in the estimated value of
the related assets.
The other liabilities have been valued at
nominal value.
2.23 Assets and liabilities held for sale
Non-current assets and liabilities (or disposal
groups) are classified as assets and liabilities
held for sale where their value will be mostly
recovered through the sale thereof, to the
extent such sale is highly likely to occur. These
assets and liabilities are valued at the lower
of book value and fair value less cost of sales.
2.24 Consolidated Statement of Cash Flows
For the purposes of preparing the consolidated
statement of cash flows, the item “Cash
and Cash Equivalents” includes cash and bank
balances, certain high liquidity short-term
investments (with original maturities shorter
than 90 days). Bank overdrafts payable on
demand, if any, are deducted to the extent they
are part of the Company’s cash management.
Bank overdrafts are classified as “Debt” in the
consolidated balance sheet.
Cash and cash equivalents at each year-end, as
disclosed in the consolidated statement of
cash flows, may be reconciled against the items
related to the balance sheet as follows:
December 31, 2013
December 31, 2012
1,332,983,003
623,395,314
188,311,397
-
129,168,769
1,650,463,169
291,086,164
80,951
390,173,236
1,304,735,665
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In the years ended December 31, 2013 and
2012, the following significant transactions were
carried out, which did not have an impact on
cash and cash equivalents:
Dividends collected through debt settlement
Debt Settlement through Real Property
Interest settlement through reserve account
2.25 Distribution of Dividends
The distribution of dividends to the Company’s
shareholders is recognized as a liability in the
financial statements for the year in which
the distribution of dividends is approved by
the Shareholders’ Meeting.
Note 3
Accounting estimates and judgments
In applying the accounting policies described in
Note 2, the Company has to make judgments
and prepare accounting estimates of the value of
the assets and liabilities which may not be
otherwise obtained. The estimates and related
assumptions are based on historical experience
and other pertinent factors. Actual results
may differ from these estimates.
The underlying estimates and assumptions are
continually reviewed. The effects of the reviews
of accounting estimates are recognized for the
year in which estimates are reviewed.
These estimates basically refer to:
Allowance for Bad Debts
The Company calculates the allowance for
bad debts for debt instruments that are
not valued at fair value, taking into account the
uncollectibility history, the opinion of its legal
advisors, if any, and other circumstances known
at the time of calculation.
Impairment of Goodwill
The Company assesses goodwill for impairment
on an annual basis. In determining if there is
impairment of goodwill, the Company calculates
the value in use of the cash generating units
to which it has been allocated. The calculation
December 31, 2013
December 31, 2012
10,117,429
4,069,868
16,684,105
14,473,092
-
13,255,633
of the value in use requires the determination
by the entity of the future cash flows that should
arise from the cash generating units and
an appropriate discount rate to calculate the
present value.
During this year, no impairment losses have
been recorded for goodwill.
Recognition and Measurement of Deferred
Tax Items
Deferred tax assets are only recognized
for temporary differences to the extent that it is
likely that each entity, on an individual basis,
will have enough future taxable income against
which the deferred tax assets can be used.
Tax loss carryforwards from prior years are only
recognized when it is likely that each entity
will have enough future taxable income against
which they can be used.
Pursuant to effective regulations, the use of the
subsidiaries’ tax credits is based on a projection
analysis of future income.
The Company examines the recoverable value
of deferred tax assets based on its business plans
and books a valuation allowance, if appropriate,
so that the net position of the deferred tax asset
will reflect the probable recoverable value.
Provisions for Lawsuits and Contingencies
The elements taken into consideration for
the calculation of the Provision for Lawsuits and
Contingencies are determined based on the
present value of the estimated costs arising from
the lawsuits brought against the Company,
taking into consideration the opinion of its legal
advisors, if any.
Determination of the Useful Lives of Property,
Plant and Equipment and Intangible Assets
The Company reviews the estimated useful
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life of property, plant and equipment and
intangible assets at each year-end.
Measurement of the fair value of certain
financial instruments
The fair value of a financial instrument is
the amount at which the instrument could be
purchased or sold between knowledgeable,
willing parties in an arm’s length transaction.
If there is a quoted market price available
for an instrument in an active market, the fair
value is calculated based on that price.
If there is no quoted market price available
for a financial instrument, its fair value
is estimated based on the price established in
recent transactions involving the same or similar
instruments and, otherwise, based on valuation
techniques regularly used in financial markets.
The Company uses its judgment to select
a variety of methods and makes assumptions
based on market conditions at closing.
Impairment losses of certain assets other than
accounts receivable (including property, plant
and equipment and intangible assets)
Certain assets, including property, plant and
equipment and intangible assets are subject to
impairment testing. The Company records
impairment losses when it estimates that there is
objective evidence of such losses or when the
cost of such losses will not be recovered through
future cash flows. The evaluation of what
constitutes impairment is a matter of significant
judgment. The impairment of non-financial
assets is dealt with in more depth in Note 2.17.
Additionally, as mentioned in Note 9, these
estimates could be affected by the final outcome
of the circumstances described in such note.
Note 4
Segment information
The Company is mainly engaged in media
and entertainment activities, which are carried
out through the companies in which it holds
a participating interest. Based on the nature,
clients, and risks involved, the following
business segments have been identified, which
are directly related to the way in which the
Company assesses its business performance:
- Cable Television & Internet Access: mainly
comprises the operations of its subsidiary
Cablevisión and its subsidiaries, notably
PRIMA.
- Printing & Publishing: mainly comprises
the operations of its subsidiary AGEA and its
subsidiaries AGR, Cúspide, Tinta Fresca,
CIMECO and their respective subsidiaries.
- Broadcasting and Programming: mainly
comprises the operations of its subsidiaries
ARTEAR, IESA and Radio Mitre, and their
respective subsidiaries, including Telecor,
Telba, Pol-Ka, Auto Sports, Grupo Carburando.
- Digital Content and Other: mainly comprises
the operations of its controlled companies
CMD and subsidiaries, OSA and AGEA S.A. -
S.A. La Nación - UTE. Additionally, this
segment includes the Company’s own operations
(typical of a holding company) and those
carried out by its controlled company GCGC.
The Company has adopted IFRS 8 - Segment
Information, which defines operating segments
as those identified based on internal reports
with respect to the components of the company
regularly reviewed by the Board of Directors,
the main operating decisions maker, to
allocate resources and assess their performance.
The Company uses adjusted EBITDA to
measure its performance. The Company
believes that adjusted EBITDA is a significant
performance measure of its businesses, since
it is commonly used in the industry to
analyze and compare media companies based
on operating performance, indebtedness and
liquidity. However, adjusted EBITDA does
not measure net income or cash flows generated
by operations and should not be considered as
an alternative to net income, an indication of
the Company’s financial performance, an
alternative to cash flows generated by operating
activities or a measure of liquidity. Since adjusted
EBITDA is not defined by IFRS, it is possible
that other companies may calculate it differently.
Therefore, the adjusted EBITDA reported by
other companies may not be comparable to the
Company’s reported adjusted EBITDA.
The following tables include the information
as of December 31, 2013 and 2012, prepared
on the basis of IFRS, for the business segments
identified by the Company. Note 1 to these
consolidated financial statements includes
additional information about the Company’s
businesses.
92
93
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:30 AM Page 94
Cable
Television
and Internet
Printing
Broadcasting
and
and
Digital Content
Access
Publishing
Programming
and Other
(1) Deletions
(2) Adjustments
Consolidated
9,763,448,669
2,438,284,992
1,744,263,153
18,885,289
214,523,276
127,428,451
9,782,333,958
2,652,808,268
1,871,691,604
271,505,461
224,642,359
496,147,820
-
(33,223,783)
14,184,278,492
(585,479,375)
(585,479,375)
-
-
(33,223,783)
14,184,278,492
Information arising from
consolidated income statements
as of December 31, 2013
Net Sales to Third Parties (3)
Intersegment Sales
Net Sales
Cost of sales (excluding
depreciation and amortization)
(4,229,419,227)
(1,640,056,203)
(1,135,659,633)
(243,911,226)
224,887,639
(139,117,330)
(7,163,275,980)
Subtotal
5,552,914,731
1,012,752,065
736,031,971
252,236,594
(360,591,736)
(172,341,113)
7,021,002,512
Expenses - excluding
depreciation and amortization
- Selling Expenses
- Administrative Expenses
Adjusted EBITDA
Depreciation of Property,
Plant and Equipment
Amortization of Intangible
Assets and Film Library (4)
Financial Costs
Other Financial Results, net
Equity in Earnings from
Affiliates and Subsidiaries
Other Income and Expense, net
Income Tax and Tax on Assets
Income for the Year from
Continuing Operations
Income/Loss from
Discontinued Operations
Net Income for the Year
Additional consolidated
information as of
December 31, 2013
Acquisition of Property,
Plant and Equipment
Acquisition of Intangible Assets
Ordinary Income from
Foreign Operations
Non-Current Assets Held Abroad
(1,264,819,273)
(1,265,103,452)
3,022,992,006
(477,751,530)
(458,793,259)
76,207,276
(134,800,605)
(267,148,949)
334,082,417
(87,029,454)
(152,110,908)
13,096,232
147,048,188
213,543,548
-
-
(1,817,352,674
(1,929,613,020)
-
(172,341,113)
3,274,036,818
(963,340,450)
(166,955,540)
(1,305,195,614)
(170,634,736)
140,036,975
85,425,019
(92,706,698)
800,665,774
-
800,665,774
1,775,741,862
24,429,110
28,943,873
21,320,588
19,126,363
2,187,242
35,509,034
11,108,100
437,085,127
511,637,306
-
7,245,419
-
22,819
-
-
-
-
-
-
-
-
-
-
1,859,321,132
59,045,040
437,085,127
518,905,544
(1) Deletions are related to Grupo Clarín’s intercompany balances and operations.
(2) Recognition of revenues from cable TV and Internet installation services and
transactions including separate items and the non- consolidation of structured entities.
(3) Includes also sales to unconsolidated companies.
(4) Amortization of film rights acquired in perpetuity, mentioned in Note 2.18.
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:30 AM Page 95
Cable
Television
and Internet
Printing
Broadcasting
and
and
Digital Content
Access
Publishing
Programming
and Other
(1) Deletions
(2) Adjustments
Consolidated
7,751,364,335
2,228,647,910
1,332,201,543
16,136,265
157,022,771
116,801,283
7,767,500,600
2,385,670,681
1,449,002,826
172,579,277
191,220,223
363,799,500
-
(165,886,972)
11,318,906,093
(481,180,542)
(481,180,542)
-
-
(165,886,972)
11,318,906,093
Information arising from
consolidated income statements
as of December 31, 2012
Net Sales to Third Parties (3)
Intersegment Sales
Net Sales
Cost of sales (excluding
depreciation and amortization)
(3,175,358,106)
(1,383,507,738)
(1,025,066,804)
(166,204,284)
172,800,786
(135,662,805)
(5,712,998,951)
Subtotal
4,592,142,494
1,002,162,943
423,936,022
197,595,216
(308,379,756)
(301,549,777)
5,605,907,142
Expenses - excluding
depreciation and amortization
- Selling Expenses
- Administrative Expenses
Adjusted EBITDA
Depreciation of Property,
Plant and Equipment
Amortization of Intangible
Assets and Film Library (4)
Financial Costs
Other Financial Results, net
Equity in Earnings from
Affiliates and Subsidiaries
Other Income and Expense, net
Income Tax and Tax on Assets
Income for the Year from
Continuing Operations
Income/Loss from
Discontinued Operations
Net Income for the Year
Additional consolidated
information as of
December 31, 2012
Acquisition of Property, Plant
and Equipment
Acquisition of Intangible Assets
Ordinary Income from
Foreign Operations
Non-Current Assets Held Abroad
(931,203,580)
(1,018,161,169)
2,642,777,745
(401,925,540)
(370,327,233)
229,910,170
(93,812,427)
(65,031,750)
(194,071,863)
(132,763,546)
136,051,732
(200,080)
135,755,285
172,624,471
16,059,292
(1,340,158,720)
49,628,526
(1,493,070,814)
-
(235,861,959)
2,772,677,608
(726,074,731)
(146,281,481)
(772,960,211)
(143,193,327)
13,682,715
639,370
(524,876,069)
473,613,874
498,717,214
972,331,088
1,292,701,983
46,866,931
24,615,910
18,132,143
51,840,730
388,595
13,813,599
8,393,528
513,881,902
479,054,769
-
4,193,587
-
22,819
-
-
-
-
-
-
-
-
1,382,972,222
73,781,197
(234,015,395)
-
279,866,507
483,271,175
(1) Deletions are related to Grupo Clarín’s intercompany balances and operations.
(2) Recognition of revenues from cable TV and Internet installation services and
transactions including separate items and the non-consolidation of structured entities
and income/loss from discontinued operations.
(3) Includes also sales to unconsolidated companies.
(4) Amortization of film rights acquired in perpetuity, mentioned in Note 2.18.
94
95
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:30 AM Page 96
Note 5
Breakdown of the main items of the Balance Sheet
5.1. Property, Plant and Equipment
Balance at
the Beginning
Cumulative
Translation
Adjustment
Acquisitions of
Historical value
Balances as of
December 31,
Additions
Businesses
Retirements
Transfers
2013
Main Account
Real Property
Furniture and Fixtures
Telecommunication, Audio
and Video Equipment
External Network and
560,544,485
101,202,214
1,864,604
5,702,510
1,019,419
4,113,015
222,836,608
-
7,341,896
Broadcasting Equipment
3,783,789,084
134,586,421
Computer Equipment
Technical Equipment
Workshop Machinery
Tools
Spare Parts
Installations
Vehicles
Plots
Materials in Warehouse
Works-In-Progress
Leasehold Improvements
Allowance for Impairment of
Property, Plant and Equipment
495,125,231
104,483,287
581,994,082
67,434,572
44,242,643
439,480,905
178,828,193
16,777,024
579,754,696
433,729,041
36,764,316
3,290,934
-
-
773,331
-
-
2,399,678
-
5,736,322
5,870,461
-
685,436,740
34,695,733
2,521,443
2,588,307
274,420
7,431,729
10,001,039
22,249,145
442,794
1,002,342,206
238,967,723
1,210,538
and Obsolescence of Materials
(17,122,150)
(392,421)
-
20,622,121
-
-
-
-
-
-
-
-
187,663
-
-
-
-
-
-
(5,342,204)
(20,553)
68,325,595
827,326
647,034,020
111,824,512
(1,207,756)
499,571
229,470,319
(566,680,003)
721,215,201
4,758,347,443
(158,097)
(658,451)
(879,305)
15,780,971
4,201,691
-
-
17,912,406
-
11,110,353
(38,827)
-
(659,757,118)
(188,195,845)
8,118,676
(35,495)
(96,997)
(2,878,039)
-
(171,243,730)
(248,149)
(2,542,719)
-
548,734,772
110,547,970
583,703,084
86,394,729
51,638,877
460,682,963
200,560,150
17,219,818
756,832,376
490,123,231
43,550,811
-
-
(17,514,571)
9,079,150,504
Total as of December 31, 2013
7,629,864,231
159,831,840
2,020,636,147
20,809,784
(751,991,498)
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:30 AM Page 97
Balance at
Acquisitions of
the Beginning
Businesses
Cumulative
Translation
Adjustment
Accumulated Depreciation
Net Book
Balances as of
Value as of
December 31,
December 31,
Retirements
For the year
2013
2013
Main Account
Real Property
Furniture and Fixtures
Telecommunication, Audio
and Video Equipment
External Network and
238,011,622
80,973,505
184,337,307
Broadcasting Equipment
1,353,485,566
Computer Equipment
Technical Equipment
Workshop Machinery
Tools
Spare Parts
Installations
Vehicles
Plots
Materials in Warehouse
Works-In-Progress
Leasehold Improvements
Allowance for Impairment of
Property, Plant and Equipment
422,484,494
65,535,490
528,198,996
52,796,511
34,945,019
354,643,843
129,264,489
15,472,459
1,938,793
114,383
30,177,663
and Obsolescence of Materials
(257,512)
852,381
-
-
-
-
-
-
-
-
161,601
-
-
-
-
-
-
1,146,777
4,137,294
(267,603)
(14,684)
11,357,356
5,012,446
251,100,533
90,108,561
395,933,487
21,715,951
-
(1,267,440)
11,654,363
194,724,230
34,746,089
100,163,263
(567,402,520)
811,418,897
1,697,665,206
3,060,682,237
3,053,895
-
-
459,984
-
-
(112,377)
(357,349)
(879,305)
-
(35,495)
(88,248)
2,017,860
(2,804,639)
-
-
-
42,749,263
6,523,283
8,033,930
14,857,349
4,907,423
20,420,090
20,128,318
723,561
-
-
(2,406,655)
5,554,171
468,175,275
71,701,424
535,353,621
68,113,844
39,816,947
375,137,286
148,606,028
16,196,020
1,938,793
114,383
33,325,179
80,559,497
38,846,546
48,349,463
18,280,885
11,821,930
85,545,677
51,954,122
1,023,798
754,893,583
490,008,848
10,225,632
-
-
-
-
-
-
-
(257,512)
(17,257,059)
Total as of December 31, 2013
3,492,122,628
1,013,982
110,979,073
(575,636,315)
963,340,450
3,991,819,818
5,087,330,686
96
97
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:30 AM Page 98
Balance at
the Beginning
Cumulative
Translation
Adjustment
Acquisitions
Historical value
Balances as of
December 31,
Additions
of Businesses
Retirements
Transfers
2012
Main Account
Real Property
Furniture and Fixtures
Telecommunication, Audio
and Video Equipment
External Network and
560,661,368
94,576,763
2,237,767
5,686,293
7,454,055
6,066,393
207,702,279
(1,257,467)
9,543,257
Broadcasting Equipment
3,124,430,025
Computer Equipment
Technical Equipment
Workshop Machinery
Tools
Spare Parts
Installations
Vehicles
Plots
Materials in Warehouse
Works-In-Progress
Leasehold Improvements
Allowance for Impairment
of Property, Plant and Equipment
448,586,820
82,231,104
576,501,207
51,691,676
38,294,224
410,056,024
169,813,640
17,308,504
475,181,484
492,241,898
30,683,673
94,355,326
(20,629,023)
10,750
(19,321,179)
1,187,979
(140,016)
24,264,007
2,857,943
(1,091,139)
(220,489)
7,277,047
1,136,462
and Obsolescence of Materials
Total as of December 31, 2012
(15,889,991)
6,764,070,698
(1,232,159)
95,122,102
481,903,365
58,504,139
14,954,738
24,820,439
1,262,875
6,088,435
6,690,610
11,967,892
559,659
716,503,557
194,879,040
64,928
-
-
-
-
-
-
-
-
-
-
-
2,028,250
-
-
-
-
-
(16,176,711)
(5,586,803)
6,368,006
459,568
560,544,485
101,202,214
(10,089)
6,858,628
222,836,608
(571,419,736)
654,520,104
3,783,789,084
(3,574,677)
-
(6,385)
12,237,972
7,286,695
-
(1,159,121)
14,451,163
-
(1,510,534)
28,760
-
(452,093,442)
(253,500,088)
4,893,168
-
(19,202)
(7,868,292)
-
(159,616,414)
(7,168,856)
(13,915)
-
495,125,231
104,483,287
581,994,082
67,434,572
44,242,643
439,480,905
178,828,193
16,777,024
579,754,696
433,729,041
36,764,316
1,541,263,382
2,028,250
(772,620,201)
-
-
(17,122,150)
7,629,864,231
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:30 AM Page 99
Main Account
Real Property
Furniture and Fixtures
Telecommunication, Audio
and Video Equipment
External Network and
233,026,534
76,655,149
172,175,870
Broadcasting Equipment
1,133,612,422
Computer Equipment
Technical Equipment
Workshop Machinery
Tools
Spare Parts
Installations
Vehicles
Plots
Materials in Warehouse
Works-In-Progress
Leasehold Improvements
Allowance for Impairment
370,075,023
56,207,633
515,981,059
39,001,843
31,276,424
315,853,110
114,297,624
14,370,726
3,756,661
-
22,762,084
of Property, Plant and Equipment
and Obsolescence of Materials
(257,512)
Total as of December 31, 2012
3,098,794,650
(1) Includes Ps. 24.6 million from discontinued operations.
Balance at
Acquisitions
the Beginning
of Businesses
Cumulative
Translation
Adjustment
Accumulated Depreciation
Net Book
Balances as of
Value as of
December 31,
December 31,
Retirements
For the year (1)
2012
2012
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
443,947
3,622,745
(6,584,161)
(3,669,919)
11,125,302
4,365,530
238,011,622
80,973,505
322,532,863
20,228,709
(238,810)
(3,084)
12,403,331
184,337,307
38,499,301
92,287,026
(463,950,539)
591,536,657
1,353,485,566
2,430,303,518
3,757,738
1,518,561
3,144,055
1,099,549
(27,187)
17,651,871
2,509,886
823,450
(1,817,868)
114,383
1,205,208
-
(2,192,342)
-
-
(795,759)
-
(20,533)
(6,237,189)
-
-
-
-
-
50,844,075
7,809,296
9,073,882
13,490,878
3,695,782
21,159,395
18,694,168
278,283
-
-
6,210,371
422,484,494
65,535,490
528,198,996
52,796,511
34,945,019
354,643,843
129,264,489
15,472,459
1,938,793
114,383
30,177,663
72,640,737
38,947,797
53,795,086
14,638,061
9,297,624
84,837,062
49,563,704
1,304,565
577,815,903
433,614,658
6,586,653
-
(257,512)
(16,864,638)
126,094,554
(483,453,526)
750,686,950
3,492,122,628
4,137,741,603
98
99
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:30 AM Page 100
The following table details the average years
of useful life of the items comprising Property,
Plant and Equipment:
Item
Real Property
Furniture and Fixtures
Telecommunication, Audio and Video Equipment
External Network and Broadcasting Equipment
Computer Equipment
Technical Equipment
Workshop Machinery
Tools
Spare Parts
Installations
Vehicles
Plots
Leasehold Improvements
5.2. Intangible Assets
Main Account
Exploitation Rights and Licenses
Exclusivity Agreements
Other Rights
Acquisition Value
of Subscriber Portfolio
Software
Trademarks and Patents
Projects in-Progress
Deferred Charges and Other
Total as of December 31, 2013
Balance at
the Beginning
27,792,030
17,091,041
15,456,255
1,074,011,174
163,149,270
5,678,065
-
103,444,972
1,406,622,807
Cumulative
Translation
Adjustment
-
-
-
-
-
-
-
54,146
54,146
Average Useful Life
(in years)
50
10
between 3 and 4
between 3 and 20
3
between 4 and 10
10
5
5
between 3 and 10
5
5
between 3 and 10
Acquisition of
Historical value
Balances as of
December 31,
Additions
Businesses
Retirements
Transfers
2013
3,533,913
-
112,495
-
28,130,259
453,149
8,528,654
24,331,660
65,090,130
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(251,000)
-
-
-
-
(447,063)
31,325,943
17,091,041
15,121,687
-
1,074,011,174
18,477,383
209,756,912
-
-
5,880,214
8,528,654
(18,030,320)
109,800,458
(251,000)
-
1,471,516,083
Main Account
Exploitation Rights and Licenses
Exclusivity Agreements
Other Rights
Acquisition Value
of Subscriber Portfolio
Software
Trademarks and Patents
Projects in-Progress
Other
Total as of December 31, 2013
Balance at
the Beginning
Cumulative
Translation
Adjustment
Accumulated Amortization
Balances as of
Net Book
Value as of
December 31,
December 31,
Retirements
For the year
2013
2013
22,686,617
9,051,010
11,905,487
698,982,184
36,626,819
3,962,239
-
68,627,290
851,841,646
-
-
-
-
-
-
-
131,458
131,458
-
-
-
-
-
-
-
-
-
2,807,224
1,039,238
767,455
107,079,978
45,493774
965,732
-
6,208,366
25,493,841
10,090,248
12,672,942
806,062,162
82,120,593
4,927,971
-
74,967,114
164,361,767
1,016,334,871
5,832,102
7,000,793
2,448,745
267,949,012
127,636,319
952,243
8,528,654
34,833,344
455,181,212
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:30 AM Page 101
Main Account
Exploitation Rights and Licenses
Exclusivity Agreements
Other Rights
Acquisition Value
Balance at
the Beginning
30,925,198
15,091,041
10,232,330
of Subscriber Portfolio
1,073,157,424
Software
Trademarks and Patents
Projects in-Progress
Other
44,386,515
4,708,704
64,126,242
92,282,003
Total as of December 31, 2012
1,334,909,457
Main Account
Exploitation Rights and Licenses
Exclusivity Agreements
Other Rights
Acquisition Value of Subscriber Portfolio
Software
Trademarks and Patents
Projects in-Progress
Other
Total as of December 31, 2012
(1) Includes Ps. 2.1 million from discontinued operations.
Cumulative
Translation
Adjustment
Acquisition of
Historical value
Balances as of
December 31,
Additions
Businesses
Retirements
Transfers
2012
(5,321,989)
3,805,868
-
(1,617,047)
-
-
2,000,000
4,733,893
490,032
853,750
1,357,349
39,440
-
(4,113,285)
(2,450,842)
-
11,549,930
926,074
41,733,081
15,276,254
73,781,239
-
-
-
-
-
-
-
-
-
-
-
27,792,030
17,091,041
15,456,255
1,074,011,174
105,855,476
163,149,270
3,847
5,678,065
(105,859,323)
-
-
-
103,444,972
1,406,622,807
2,000,000
(1,617,047)
Balance at
the Beginning
Cumulative
Translation
Adjustment
Accumulated Amortization
Balances as of
Net Book
Value as of
December 31,
December 31,
Retirements
For the year (1)
2012
2012
(6,033,789)
(1,617,047)
25,174,499
7,572,521
8,584,087
589,349,285
14,129,660
3,615,679
-
64,315,511
712,741,242
-
1,521,086
725,688
725,936
39,440
-
(1,083,429)
(4,105,068)
5,162,954
1,478,489
1,800,314
108,907,211
21,771,223
307,120
-
5,395,208
(1,617,047)
144,822,519
-
-
-
-
-
-
-
-
-
-
-
-
-
The following is a detail of the average number
of years over which intangible assets items
are amortized:
Item
Exploitation Rights and Licenses
Exclusivity Agreements
Other Rights
Acquisition Value of Subscriber Portfolio
Software
Trademarks and Patents
22,686,617
9,051,010
11,905,487
698,982,184
36,626,819
3,962,239
-
68,627,290
851,841,646
5,105,413
8,040,031
3,550,768
375,028,990
126,522,451
1,715,826
-
34,817,682
554,781,161
Amortization Period
(in years)
between 2 and 20
between 5 and 15
between 5 and 20
10
between 3 and 5
between 3 and 10
100
101
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5.3 Goodwill
Company assesses the recoverability of goodwill
considering each company for which it records
goodwill as a different cash generating unit
(“CGU”).
The recoverable amount of each CGU has been
determined as per its value in use, calculated
based on operating cash flows estimated in the
financial budgets approved by Management,
which comprise a period ranging from one to
three years. Cash flows not included in those
periods are projected using a growth rate,
assessed based on statistical data and historical
indicators of Argentina, which does not exceed
the long-term average growth of each business.
The gross margin used in each case for the
calculation of the value in use allocated to each
CGU arises from budgets prepared by each
business for the period under consideration,
which are in line with the historical data and
the expectations regarding market development
and evolution of the respective businesses.
The discount rate used in each case for the
calculation of the value in use allocated to each
CGU takes into account the risk-free rate, the
country risk premium and the premium for risks
specific to each business, and the indebtedness
structure of each CGU. In particular, the annual
discount rate applied to the projections of
Cablevisión’s cash flows is of approximately 12%.
Main Account
Net balances
Net balances
Net Book
Allowance
as of
as of
Value before
for Goodwill
December 31,
December 31,
Impairment
impairment
2013
2012
Cablevisión and subsidiaries (1)
PRIMA
3,189,481,048
(594,075,234)
2,595,405,814
2,518,988,668
2,272,319
-
2,272,319
2,272,319
CIMECO and related companies
235,982,248
(54,637,313)
181,344,935
181,344,935
Cúspide and subsidiaries
Telecor
Grupo Carburando
Pol-Ka
Telba
Bariloche TV
Other
Total
19,059,775
39,173,062
12,053,573
16,130,769
3,774,071
1,844,621
24,634,143
-
-
(12,053,573)
(6,850,727)
-
-
19,059,775
39,173,062
-
9,280,042
3,774,071
1,844,621
19,059,775
39,173,062
-
9,280,042
3,774,071
1,844,621
(533,130)
24,101,013
21,283,199
3,544,405,629
(668,149,977)
2,876,255,652
2,797,020,692
(1) Includes goodwill of Multicanal and Teledigital,
merged into Cablevisión (see Note 8.1.d).
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:30 AM Page 103
5.4 Investment in Unconsolidated Affiliates
Main business activity
Country
Interest (%) (1)
2013
2012
Value
Value
Recorded
Recorded
as of
as of
December 31,
December 31,
Manufacturing of Newsprint
Cable Television Station
Closed-Circuit Television
Cable Television Station
Closed-Circuit Television
Cable Television Station
Argentina
Argentina
Argentina
Argentina
Argentina
Argentina
49.00
49.00
47.00
49.99
49.00
49.10
177,926,621
186,458,231
52,168,147
10,822,223
6,227,066
11,517,871
20,417,145
6,131,683
15,656,650
10,822,223
6,797,511
10,972,032
10,060,515
17,034,100
Exploitation of events television
broadcasting rights
Argentina
50.00
5,449,406
5,132,164
Production and exploitation of sports
events, advertising agency and
financial and investing operations
Argentina
Variable printing
Printing
Editorial activities
Radio and television production
Film producer
Audiovisual production and sale
Argentina
Argentina
Mexico
Argentina
Argentina
50.00
50.00
50.00
50.00
30.00
33.33
78,221,674
12,743,779
12,808,904
7,245,419
-
12,757,924
64,646,211
11,552,623
12,893,886
4,193,587
17,410,671
11,943,978
Included in assets
Interest in Associates
Papel Prensa
Ver TV S.A.
TPO
TATC
La Capital Cable
TSMA
Other Investments
Interests in Joint Operations
TSC
TRISA
Impripost
AGL
Ríos de Tinta
Ideas del Sur
Patagonik
Canal Rural
of advertising
Argentina
24.99
4,182,138
3,638,207
Included in liabilities
Interests in Joint Operations
VLG
Investing and financing
USA
50.00
418,620,000
389,212,589
6,148,845
6,148,845
6,269,973
6,269,973
(1) Interest in capital stock and votes.
Equity in Earnings from Affiliates and Subsidiaries
December 31, 2013
December 31, 2012
TRISA
Papel Prensa
La Capital Cable
AGL
Canal Rural
Ríos de Tinta
Impripost
VLG
Ver TV S.A.
TSMA
Other Companies
41,523,872
(8,656,680)
10,380,459
(84,982)
1,043,921
1,555,834
1,191,156
(5,506,701)
82,391,089
35,091,915
(18,892,908)
140,036,975
8,186,642
(5,477,205)
10,255,856
466,521
1,088,911
70,552
2,401,324
(6,307,465)
-
-
2,997,579
13,682,715
102
103
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The following is a detail of certain supplementary
information required by IFRS about interests
in associates (amounts stated in millions of
Argentine pesos):
Dividends received
Summarized financial information:
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Revenues
Income from Continuing Operations
Total Comprehensive Income
The following is a detail of certain supplementary
information required by IFRS about interests
in joint operations (amounts stated in millions
of Argentine pesos):
Dividends received
Summarized financial information:
Assets
Cash and Cash Equivalents
Other Current Assets
Current assets
Non-current assets
Liabilities
Current Debt
Other Current Liabilities
Current liabilities
Non-Current Debt
Other Non-Current Liabilities
Non-current liabilities
Revenues
Depreciation and Amortization
Interest Income
Interest Expense
Income Tax and Tax on Assets
Income from Continuing Operations
Other Comprehensive Income
Total Comprehensive Income
December 31, 2013
December 31, 2012
81
382
530
110
224
1,069
25
25
14
285
543
86
187
543
(47)
(47)
December 31, 2013
December 31, 2012
28
128
325
454
109
20
277
297
4
13
17
767
(12)
4
(7)
(50)
84
3
87
2
142
294
436
157
22
275
297
44
17
61
876
(16)
3
(9)
(20)
24
2
26
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5.5 Other Investments
Non-Current
Financial Instruments
Current
Financial Instruments
Securities
Mutual Funds
5.6 Inventories
Non-Current
Film Products and Rights
Current
Raw Materials and Supplies
Products-in-Process
Finished Goods
Film Products and Rights
Other
Subtotal
Less: Allowance for Impairment of Inventories
5.7 Other Assets
Non-Current
Works of Art
Other
Current
Other
December 31, 2013
December 31, 2012
143,313,288
143,313,288
450,820,527
20,672,115
162,961,333
634,453,975
99,597,125
99,597,125
291,086,164
4,373,191
390,173,236
685,632,591
December 31, 2013
December 31, 2012
28,181,042
28,181,042
180,842,196
528,581
47,702,122
42,361,775
900,956
272,335,630
(3,131,729)
269,203,901
13,929,652
13,929,652
235,229,897
1,951,575
28,553,958
83,078,087
71,801
348,885,318
(6,111,369)
342,773,949
December 31, 2013
December 31, 2012
461,696
1,330,205
1,791,901
4,990,825
4,990,825
533,010
1,363,632
1,896,642
7,362,757
7,362,757
104
105
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5.8 Other Receivables
Non-Current
Tax Credits
Guarantee Deposits
Prepaid Expenses
Advances
Related Parties (Note 16)
Other
Allowance for Other Bad Debts
Current
Tax Credits
Court-ordered and Guarantee Deposits
Prepaid Expenses
Advances
Related Parties (Note 16)
Sundry Receivables
Other
Allowance for Other Bad Debts
5.9 Trade Receivables
Non-Current
Trade Receivables
Current
Trade Receivables
Related Parties (Note 16)
Allowance for Bad Debts
5.10 Cash and Banks
Cash and Imprest Funds
Cash at Banks
5.11 Provisions and Other
Non-Current
Provisions for Lawsuits and Contingencies
Accrual for Asset Retirement
December 31, 2013
December 31, 2012
47,796,827
1,761,007
22,445,045
129,045,302
18,520,453
15,984,632
(3,224,740)
232,328,526
220,537,625
17,580,011
97,869,277
72,306,970
23,455,901
15,037,655
89,821,606
(1,619,442)
534,989,603
29,071,847
2,393,139
32,049,057
46,706,040
17,312,664
2,529,687
(1,292,002)
128,770,432
98,979,763
12,958,195
108,944,242
68,271,431
20,091,695
20,997,255
72,735,694
(712,582)
402,265,693
December 31, 2013
December 31, 2012
129,021,518
129,021,518
2,220,732,674
24,602,899
(149,198,962)
2,096,136,611
125,285,473
125,285,473
1,720,125,393
42,893,260
(124,468,622)
1,638,550,031
December 31, 2013
December 31, 2012
18,447,604
1,314,535,399
1,332,983,003
13,891,570
609,503,744
623,395,314
December 31, 2013
December 31, 2012
272,194,321
10,738,636
282,932,957
244,711,114
10,127,840
254,838,954
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5.12 Debt
Non-Current
Financial Loans
Notes
Acquisition of equipment
Related Parties (Note 16)
Measurement at Fair Value
Current
Bank Overdraft
Financial Loans
Notes
Acquisition of equipment
Related Parties (Note 16)
Interest and Restatement
Measurement at Fair Value
The following table details the changes in loans
and indebtedness for the year ended December 31,
2013 and the prior year:
Balances as of January 1
New Loans and Indebtedness (1)
Accrued Interest
Exchange rate fluctuations and other financial effects
Early Collection of investment for the purchase of Notes
Acquisition of investment for the purchase of Notes from
Subsidiaries (Note 23)
Payment of Interest
Payment of Principal
Repurchase / Financial Debt Refinancing Result (2)
Balances as of December 31
(1) Mostly loans for the purchase of capital assets and
inventories.
(2) As of December 31, 2012 it belongs to the
repurchase of Notes, issued by Cablevisión, carried
out on June 12, 2012 and September 21, 2012,
charged to other financial income, net in the
Consolidated Statement of Comprehensive Income.
December 31, 2013
December 31, 2012
247,113,661
2,531,879,000
104,703,748
6,410,285
(45,296,584)
2,844,810,110
96,951,925
49,498,515
924,556,818
90,337,547
10,948,588
120,076,738
2,158,735
1,294,528,866
24,532,325
2,576,671,000
131,042,046
5,775,689
(54,726,838)
2,683,294,222
25,938,501
130,633,167
165,200,000
70,085,470
13,316,320
95,037,331
3,873,880
504,084,669
2013
2012
3,187,378,891
378,266,001
317,518,620
935,235,777
67,182,254
-
(313,730,483)
(432,512,084)
-
4,139,338,976
3,191,741,464
160,647,673
304,446,963
437,066,953
-
(195,525,800)
(304,037,904)
(402,949,658)
(4,010,800)
3,187,378,891
106
107
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:31 AM Page 108
The following table summarizes the maturities
of consolidated loans (undiscounted values)
at year-end:
From 1 to 2
From 2 to 3
From 3 to 4
To fall due
From 4 to 5
Total
Non-Current Debt
years
years
years
years
Non-Current
Financial Loans
Notes
Acquisition of equipment
Related Parties
Total as of
218,273,956
573,760,000
76,783,865
6,410,285
12,503,949
1,097,479,000
26,674,928
-
11,442,647
573,760,000
1,244,955
-
4,893,109
247,113,661
286,880,000
2,531,879,000
-
-
104,703,748
6,410,285
December 31, 2013
875,228,106
1,136,657,877
586,447,602
291,773,109
2,890,106,694
Current Debt
Bank Overdraft
Financial Loans
Notes
Acquisition of equipment
Related Parties
Up to 3
months
96,951,925
3,415,278
504,984,409
21,985,858
-
From 3 to 6
From 6 to 9
From 9 months
months
months
to 1 year
Total Current
To fall due
-
3,074,009
132,692,409
19,176,568
5,173,751
-
2,577,097
286,880,000
19,926,568
5,774,837
2,384,814
-
40,432,131
96,951,925
49,498,515
-
924,556,818
29,248,553
-
90,337,547
10,948,588
161,543
120,076,738
Interest and Restatement
12,815,287
104,715,094
Total as of
December 31, 2013
640,152,757
264,831,831
317,543,316
69,842,227
1,292,370,131
Consolidated loans mainly include the following:
5.12.1 Cablevisión
The most significant bank and financial loans
borrowed by Cablevisión and its subsidiaries are
the following:
Balances as of
Balances as of
Principal
December 31,
December 31,
Amount
2013
2012
Annual
Date Issued
Borrower
In millions of USD
Final Maturity
Interest Rate
February 2011
February 2011
February 2011
February 2011
May 2011
May 2011
December 2003
(1) Cablevisión
(1) Cablevisión
(1) Cablevisión
(2) Cablevisión
(2) Cablevisión
(2) Prima
Multicanal
88.2
71.3
223.3
17.2
50.0
70.0
80.3
87.4
70.6
221.0
17.1
12.5
10.7
80.3
87.4
70.6
February 2018
February 2018
221.0
February 2018
17.1
37.5
12.5
80.3
February 2018
May 2014
May 2014
July 2016
(3) 8.75%
(3) 9.375%
(3) 9.625%
(3) 9.375%
Libor + 7.5%
Libor + 7.5%
(3) 3.5% to 4.5%
(1) Use of funds: Refinancing of Notes.
(2) Use of funds: Acquisition of non-financial assets
and financing of imports (Note 23).
(3) Fixed rate.
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:31 AM Page 109
As a result of the Notes issued, Cablevisión
has undertaken certain covenants, including:
(i) limitation on the issuance of guarantees by
subsidiaries; (ii) mergers, consolidations,
and sale of assets under certain conditions,
(iii) limitation on incurring debt above certain
approved ratios, (iv) limitation on capital
expenditure exceeding certain amount,
(v) limitation on transactions with shareholders
and affiliates under certain conditions, (vi)
limitation on the issuance and sale of significant
subsidiaries’ shares with certain exceptions.
As a result of the issue of its variable-rate
Notes, PRIMA has undertaken certain
covenants, including the limitation to carry out
transactions with shareholders and affiliates
under certain conditions. Cablevisión is
the guarantor of the issue and the obligor for
the payment of PRIMA’s Notes for up to
USD 35,000,000.
5.12.2 AGEA and subsidiaries
On January 28, 2004, the subsidiary AGEA
issued USD30.6 million aggregate principal
amount Series C Notes due 2014, which accrue
interest at an incremental fixed rate (2%
from December 17, 2003 to January 28, 2008;
3% from January 29, 2008 to January 28, 2012;
and 4% from January 29, 2012 to maturity),
payable semiannually. Principal will be repaid
in a lump sum on January 28, 2014
(See Note 25.a).
The Series C Notes due 2014 include certain
covenants and restrictions that have been duly
fulfilled by AGEA as of the date of these
financial statements.
On July 15, 2011, AGEA executed a
syndicated loan agreement in the amount of
Ps. 45 million with Standard Bank Argentina
S.A. and Banco Itaú Argentina S.A., which
accrues interest at a fixed annual rate of 18.45%
payable on a quarterly basis as from October
18, 2011. Principal will be repaid in five
consecutive quarterly installments beginning on
July 18, 2012. As of December 31, 2013 AGEA
has repaid in full the total installments of
principal plus accrued interest on each of the
respective maturity dates.
As of December 31, 2013, AGEA had executed
overdraft facility agreements with banks for a
maximum of Ps. 86 million for a maximum
term of 30 days. Those overdraft facilities accrue
interest at a fixed annual rate of approximately
27% - 34%.
As of December 31, 2013, AGR is the borrower
under a loan with Banco Ciudad in the amount
of Ps. 23 million that accrues interest at an
annual fixed rate of 15.75%.
5.12.3 GCGC
As of December 31, 2013 GCGC was the
borrower under a loan with Banco de la Ciudad
de Buenos Aires executed to finance the repair,
recycling and improvement of the building for
a principal amount of up to Ps. 30 million.
Such loan will be repaid in 60 months, as from
October 2012, with a 24-month grace period,
i.e. in 36 monthly consecutive installments,
accruing interest at the average Badlar rate for
Private Banks plus 100 basic points. The
aggregate amount of the loan will be advanced
to the company in several stages, after having
obtained the required professional certifications.
As of December 31, 2013 expenditures amount
to approximately Ps. 28 million.
GCGC was the borrower under a loan
agreement with Industrial and Commercial
Bank of China (Argentina) S.A. for a principal
amount of Ps. 7.5 million to finance the repair,
recycling and improvement of the building.
The loan will be repaid in 36 months, as from
October 2012, with a 18-month grace period.
The principal amount will be repaid in 7
quarterly decreasing installments as from the
18th month. Such loan accrues interest at a
15% fixed nominal annual rate.
5.12.4 GCSA Investments
In May 2013 GC Investments repaid in full
the balance under the loan for USD 10 million
principal amount held with JP Morgan
Chase Bank.
5.12.5 ARTEAR
As of December 31, 2012 ARTEAR was the
borrower under a commercial loan with a local
bank for a principal amount of Ps. 15 million.
Principal on the loan is payable in three
equal installments due in January, April and
July 2013. Interest accrues at a fixed rate
and is payable on a quarterly basis, starting in
October 2011 until the final maturity.
108
109
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On December 6, 2013 ARTEAR and Banco Itaú
Argentina S.A. executed an agreement whereby
ARTEAR is the borrower under a bilateral loan,
within the framework of Communication “A”
5449 issued by the BCRA relating to Productive
Investment Credit Facilities, for a principal
amount of Ps. 12.9 million, payable within a
term of 36 months in equal consecutive monthly
installments. The first installment is due on
month 12, counted as from disbursement. The
funds will be used to finance a project for
the acquisition of capital assets and manpower
to adapt the production and broadcasting of
contents to the entertainment and news
standards of the television industry. Principal
accrues interest at an annual nominal fixed
rate of 15.25% payable on a monthly basis as
from disbursement.
On December 20, 2013 ARTEAR executed a
syndicated loan with Banco Itaú Argentina S.A.
and the Industrial and Commercial Bank of
China (Argentina) S.A. for a principal amount
of Ps. 200 million to be repaid in 2 years in the
following installments: Ps. 35 million due 12
months after disbursement, Ps. 35 million due
18 months after disbursement and Ps. 130
million due 24 months after disbursement. Each
of the banks has a 50% pro rata participation in
the loan. The funds will be used to finance
working capital, to make capital expenditures
and/or to distribute dividends. Principal accrues
Non-Current Sellers Financing
interest at a variable rate based on BADLAR
for private banks, plus a 4.25% margin, payable
on a monthly basis as from disbursement. As
security of the loan, Itaú Unibanco S.A.,
New York Branch, has issued in favor of each
of the two banks acting as lenders under this
agreement an irrevocable independent
guarantee, payable on first demand (“Stand By
Letter of Credit” or “SBLC”) to secure all the
obligations undertaken by ARTEAR until the
repayment of the loans. These SBLCs were
issued in US dollars for an amount which,
converted into Argentine pesos, covers at least
100% of the principal amount owed by the
borrower to each of the banks under the loan.
5.12.6 CMD
As of December 31, 2013 CMD was the
borrower under a loan with Banco de la Ciudad
de Buenos Aires for a balance of Ps. 6.3 million
principal amount. Proceeds were used to
finance partially the acquisition and renovation
of the building. Such loan will be repaid in
60 months, with a 24-month grace period, i.e.
in 36 monthly consecutive installments,
accruing interest at the average Badlar rate for
Private Banks plus 100 basic points. The first
installment was due on June 27, 2010.
5.13 Sellers Financing
The following table summarizes the
consolidated debt maturities in connection with
the acquisition of companies:
Total as of
Total as of
December 31, 2013
December 31, 2012
Principal
-
325,330
Current
Sellers
Financing
Principal
Without any
established
term
Up to 3
months
From 3 to 6
From 6 to 9
December 31,
December 31,
months
months
2013
2012
To fall due
Total as of
Total as of
1,195,889
793,536
1,230,103
265,146
3,484,674
1,103,888
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5.14 Taxes Payable
Non-Current
Taxes Payable on a National Level
Current
Taxes Payable on a National Level
Taxes Payable on a Provincial Level
Taxes Payable on a Municipal Level
5.15 Other Liabilities
Non-Current
Guarantee Deposits
Unearned Revenue
Call Options (Note 10)
Investment in Affiliates and Subsidiaries
Other
Current
Advances from Customers
Dividends Payable
Related Parties (Note 16)
Call Options (Note 10)
Unearned Revenue
Derivatives (Note 22)
Other
5.16 Trade Payables and Other
Non-Current
Suppliers and Trade Provisions
Employer’s Contributions
Current
Suppliers and Trade Provisions
Related Parties (Note 16)
Employer’s Contributions
December 31, 2013
December 31, 2012
108,608,440
108,608,440
362,330,129
6,733,650
26,123,600
395,187,379
74,910,041
74,910,041
386,657,664
6,548,977
18,562,595
411,769,236
December 31, 2013
December 31, 2012
106,919
90,639,758
19,560,000
6,148,845
5,444,664
121,900,186
72,422,931
1,419,351
439,276
5,154,721
113,082,533
-
55,397,590
247,916,402
2,599
81,047,345
5,154,721
6,269,973
5,113,951
97,588,589
62,049,186
2,459,472
30,336
14,760,000
84,925,814
4,010,000
46,010,317
214,245,125
December 31, 2013
December 31, 2012
2,859,522
2,485,072
5,344,594
1,555,999,401
68,248,540
889,160,489
2,513,408,430
5,774,324
114,302
5,888,626
1,262,496,139
86,717,499
679,910,028
2,029,123,666
110
111
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5.17 Changes in provisions and allowances
Balance at
Balances as of
Balances as of
December 31,
December 31,
Items
the Beginning
Increases
Decreases
2013
2012
Deducted from Assets
Allowance for Bad Debts
126,473,206
(1) 137,915,544
(1) (110,345,606)
154,043,144
126,473,206
6,111,369
(2) -
(2,979,640)
3,131,729
6,111,369
Allowance
for Impairment of
Inventories
Allowance
for Impairment of
Property, Plant
and Equipment
and Obsolescence
of Materials
Allowance for
16,864,638
(2) 392,421
Goodwill impairment
Valuation Allowance (5)
Total
668,149,977
78,850,619
896,449,809
-
(3) 6,876,231
145,184,196
-
-
(7,109,897)
(120,435,143)
17,257,059
16,864,638
668,149,977
78,616,953
921,198,862
668,149,977
78,850,619
896,449,809
Included in liabilities
Provisions for Lawsuits
and Contingencies
Accrual for Asset
Retirements
Total
244,711,114
(4) 116,906,239
(4) (89,423,032)
272,194,321
244,711,114
10,127,840
254,838,954
(4) 610,796
117,517,035
(4) -
(89,423,032)
10,738,636
282,932,957
10,127,840
254,838,954
(1) Includes net increases of Ps. 134,647,036, which
have been charged to Selling Expenses (see Note 6.3)
and Ps. 258,158, which have been charged to Other
Financial Income, Net.
(2) Charged to Impairment of Inventories and
Obsolescence of Materials under Production and
Services Expenses (see Note 6.3).
(3) Charged to Income Tax and Tax on Assets
(4) Includes net increases of Ps. 90,145,907, which
have been charged to Contingencies (see Note 6.3)
and Ps. 12,062,998, which have been charged to
Other Financial Income, Net.
(5) Includes Valuation Allowance for Net Deferred
Tax Assets and Valuation Allowance for tax on assets.
Note 6
Breakdown of the main items of the statement of comprehensive income
6.1 Revenues
Sales of Cable TV Subscriptions
Advertising Sales
Sales of Internet Subscriptions
Circulation Sales
Printing Services Sales
TV Signals Sales
Other Sales
Total (1)
(1) Includes sales executed through barter
transactions as of December 31, 2013 and 2012 for
Ps. 129.8 million and Ps. 91.6 million, respectively.
December 31, 2013
December 31, 2012
7,398,281,748
2,641,370,918
1,901,569,174
1,086,942,594
169,362,149
244,077,312
742,674,597
5,704,777,503
2,295,676,706
1,588,414,701
879,516,792
125,569,566
174,492,718
550,458,107
14,184,278,492
11,318,906,093
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6.2 Cost of Sales
Inventories at the beginning of the year
Purchases for the year
Production and Services Expenses (Note 6.3)
Less: Inventories at year-end
Cost of Sales
December 31, 2013
December 31, 2012
362,814,970
710,968,036
7,427,433,653
(300,516,672)
8,200,699,987
387,495,288
734,628,930
5,748,877,255
(362,814,970)
6,508,186,503
6.3 Production and Services, Selling and Administrative Expenses
Production
and Services
Selling
Administrative
December 31,
December 31,
Total as of
Total as of
Item
Expenses
Expenses
Expenses
2013
2012
Fees for Services
Salaries, Social
Security and Benefits
to Personnel
Advertising and
Promotion Expenses
Taxes, Duties and
Contributions
Bad Debts
Travel Expenses
Maintenance Expenses
Distribution Expenses
Communication
Expenses
Contingencies
Stationery and
Office Supplies
Commissions
Productions and
Co-Productions
Printing Expenses
Rights
Services and Satellites
Severance Payments
Non-Computable VAT
Rentals
Amortization of
Intangible Assets
Amortization of
Film Library
Depreciation of
Property, Plant and
Equipment
Impairment of
Inventories and
Obsolescence
of Materials
Other Expenses
Total as of
December 31, 2013
Total as of
230,982,000
75,910,088
493,312,275
800,204,363
672,233,848
2,955,075,680
557,095,994
786,167,906
4,298,339,580
3,320,598,330
-
388,327,958
625,425
388,953,383
341,693,040
226,159,811
-
62,598,235
427,160,228
37,449,005
431,222,059
134,647,036
31,474,498
40,500,636
56,100,530
31,755,162
-
12,866,522
152,141,273
-
689,137,032
134,647,036
106,939,255
619,802,137
93,549,535
496,720,248
42,811,874
92,070,594
482,968,866
70,033,250
8,512,485
31,182,988
2,688,056
-
8,038,708
58,962,919
19,239,249
90,145,907
15,476,286
59,708,247
4,094,198
-
3,023,400
29,364,988
23,821,390
256,354,842
30,938,988
285,719,830
27,705,902
215,735,810
189,005,010
162,228,640
1,447,781,092
227,176,237
29,488,232
26,766,393
178,388,812
-
-
-
-
-
-
745,619
11,434,196
-
20,267,017
15,957,164
-
189,005,010
162,228,640
165,757,963
114,962,902
1,447,781,092
1,049,888,005
248,188,873
209,047,249
56,879,592
26,766,393
19,767,350
20,093,188
9,869,243
31,955,791
220,213,846
180,156,150
153,422,767
6,619,294
4,319,706
164,361,767
142,775,556
2,593,773
-
-
2,593,773
3,505,925
881,407,467
50,164,689
31,768,294
963,340,450
726,074,731
1,247,872
144,712,728
-
-
1,247,872
6,337,972
44,948,373
37,386,626
227,047,727
183,152,163
7,427,433,653
1,874,136,657
1,965,701,020
11,267,271,330
December 31, 2012
5,748,877,255
1,387,819,339
1,522,578,855
8,659,275,449
112
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6.4 Financial Costs
Financial Discounts on Liabilities
Interest
Exchange Differences
Other Financial Costs
Total
6.5 Other Financial Results, net
Exchange Differences
Interest
Financial Discounts on Assets and Liabilities
Other Taxes and Expenses
Results from transactions with securities and bonds
CER Restatement
Income from Changes in the Fair Value of Financial Instruments
Repurchase / Financial Debt Refinancing Result
Total
6.6 Other Income and Expense, net
Income from Sale of Property, Plant and Equipment
Disposal of Unconsolidated Affiliates
Other
Total
December 31, 2013
December 31, 2012
(19,694,131)
(321,455,368)
(961,338,993)
(2,707,122)
(1,305,195,614)
(10,105,378)
(309,041,016)
(453,206,615)
(607,202)
(772,960,211)
December 31, 2013
December 31, 2012
162,882,217
25,957,435
10,513,408
(205,497,670)
(161,437,074)
(2,383,052)
(670,000)
-
(170,634,736)
36,649,734
44,036,510
(17,466,759)
(185,761,914)
(17,598,836)
(5,119,362)
(1,943,500)
4,010,800
(143,193,327)
December 31, 2013
December 31, 2012
4,448,084
71,518,844
9,458,091
85,425,019
3,213,458
-
(2,574,088)
639,370
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Note 7
Income tax
The following table shows the reconciliation
between the consolidated income tax charged to
net income for the years ended December 31,
2013 and 2012 and the income tax liability that
would result from applying the current tax
rate on consolidated income before income tax
and tax on assets and the income tax liability
assessed for each year (amounts stated in
thousands of Argentine Pesos):
Income before Income Tax
Current Rate
Income Tax Assessed at the Current Tax Rate on Income
before Income Tax
Permanent Differences:
Equity in Earnings from Affiliates and Subsidiaries
Non-Taxable Income
Other
Subtotal
Valuation Allowance for Net Deferred Tax Assets
Charged to Income
Total Income Tax
Deferred Tax
Current Tax
Income Tax Assessed for the Year
Tax on assets
Total
December 31, 2013
December 31, 2012
893,372
35%
(312,680)
49,013
137,860
36,555
(89,252)
(3,331)
(92,583)
258,580
(351,163)
(92,583)
(124)
(92,707)
998,490
35%
(349,472)
4,789
(149,759)
(10,207)
(504,649)
(14,524)
(519,173)
(58,580)
(460,593)
(519,173)
(5,703)
(524,876)
114
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Breakdown of Consolidated Deferred Tax (in thousands of Argentine pesos):
December 31,
December 31,
Changes Year
Changes Year
2013
2012
2013
2012
Deferred Assets
Tax Loss Carryforwards
Specific Tax Loss Carryforward
Inventories
Other Investments
Provisionss and Other
Other Liabilities
Trade Payables and Other
Deferred Tax Liabilities
Property, Plant and Equipment
Intangible Assets
Trade Receivables
Other Assets
Other Liabilities
Long-Term Debt
Subtotal
Valuation Allowance on
Tax Loss Carryforwards
Total Net Deferred Tax Assets / (Liabilities)
(1) Comprises Deferred Tax Assets in the amount of
Ps. 140,001,740 and Deferred Tax Liabilities in the
amount of Ps. 87,867,286 as of December 31, 2013,
disclosed in the Consolidated Balance Sheet.
154,819
934
14,799
2,980
79,330
11,231
84,460
348,553
(130,865)
(96,077)
(14,789)
(808)
-
(15,098)
(257,637)
(38,780)
(296,417)
(1) 52,136
95,065
1,008
7,095
7,463
66,428
-
19,913
196,972
(109,901)
(119,272)
(25,884)
(1,912)
(88,756)
(17,799)
(363,524)
59,754
(74)
7,704
(4,483)
12,902
11,231
64,547
151,581
(20,964)
23,195
11,095
1,104
88,756
2,701
105,887
21,716
531
2,017
(183)
19,011
-
3,847
46,939
(2,665)
17,350
(4,691)
2,739
(109,550)
121
(96,696)
(39,892)
(403,416)
1,112
106,999
(8,823)
(105,519)
(206,444)
258,580
(58,580)
As of December 31, 2013, the Company’s
and its subsidiaries’ accumulated consolidated
tax loss carryforwards amounted to
approximately Ps. 445,010 thousand, which
calculated at the current tax rate, represent
deferred tax assets in the amount of
approximately Ps. 155,753 thousand.
The following table shows the expiration date
of the accumulated tax loss carryforwards
pursuant to statutes of limitations (amounts
stated in thousands of Argentine Pesos):
Expiration year
Amount of Tax
Loss Carryforward
2014
2015
2016
2017
2018
30,533
22,052
121,299
60,017
211,109
The Company estimates that the tax loss
carryforwards are recoverable for the net
amounts disclosed.
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Note 8
Provisions and other contingencies
8.1 Regulatory Framework
a. SCI Resolution No. 50/10 approved certain
rules for the sale of pay television services.
These rules provide that cable television
operators must apply a formula to estimate their
monthly subscription prices. The price arising
from the application of the formula was to
be informed to the Office of Business Loyalty
(Dirección de Lealtad Comercial) between
March 8 and March 22, 2010. Cable television
operators must adjust such amount semi-
annually and inform the result of such
adjustment to said Office.
Even though as of the date of these financial
statements the subsidiary Cablevisión cannot
assure the actual impact of the application
of this formula, given the vagueness of the
variables provided by the Resolution to calculate
the monthly subscription prices, Cablevisión
believes that Resolution No. 50/10 is arbitrary
and bluntly disregards its freedom to contract,
which is part of the right to freedom of industry
and trade. Therefore, it has filed the pertinent
administrative claims and has brought the
necessary legal actions requesting the suspension
of the Resolution’s effects and ultimately
requesting its nullification.
Even though Cablevisión, like other companies
in the industry, has strong constitutional
arguments to support its position, it cannot
be assured that the final outcome of this issue
will be favorable. Therefore, Cablevisión
may be forced to modify the price of its pay
television subscription, a situation that could
significantly affect the revenues of its core
business. This creates a general framework of
uncertainty over Cablevisión’s business that
could significantly affect the recoverability of
its relevant assets reported in these consolidated
financial statements and Grupo Clarín S.A.’s
assets related to its investment in Cablevisión.
Notwithstanding the foregoing, as of the date
of these financial statements, in accordance with
the decision rendered on August 1, 2011 in
re “LA CAPITAL CABLE S.A. v/ Ministry of
Economy-Secretary of Domestic Trade”, the
Federal Court of Appeals of the City of Mar del
Plata has ordered the SCI to suspend the
application of Resolution No. 50/10 with
respect to all cable television licensees
represented by the Argentine Cable Television
Association (“ATVC”, for its Spanish acronym).
Upon being served on the SCI and the Ministry
of Economy on September 12, 2011, such
decision became fully effective and may not be
disregarded by the SCI.
On June 1, 2010, the SCI imposed a Ps. 5
million fine on Cablevisión alleging that it had
failed to comply with the information regime
set forth by Resolution No. 50/10, and invoking
the Antitrust Law to impose such penalty. The
fine was appealed and submitted to the National
Court of Appeals on Federal Administrative
Matters, Chamber 5, which decided to reduce
the fine to Ps. 300,000. Cablevisión appealed
this decision by filing an extraordinary appeal
with the Supreme Court of Argentina.
On March 10, 2011 SCI Resolution No.
36/11 was published in the Official Gazette.
This Resolution falls within the framework of
SCI Resolution No. 50/10. Resolution No.
36/11 sets forth the parameters to be applied
to the services rendered by Cablevisión to its
subscribers from January through April
2011. These parameters are as follows: 1) the
monthly basic subscription price shall be
Ps. 109 for that period; 2) the price of other
services rendered by Cablevisión should remain
unchanged as of the date of publication of the
resolution; and 3) the promotional benefits,
existing rebates and/or discounts already granted
as of that same date shall be maintained. The
resolution also provides that Cablevisión shall
reimburse users for any amount collected above
the price set for that period.
Cablevisión believes that Resolution No. 36/10
is illegal and arbitrary, since it is grounded
on Resolution No. 50/2010, which is absolutely
null and void. Since the application of
Resolution No. 50/10 has been suspended,
the application of Resolution No. 36/2011,
which falls within the framework of the former,
is also suspended.
The claim filed by Cablevisión seeking the
nullification of Resolution No. 50/2010
is currently pending before the Federal
Administrative Court of First Instance No. 7
of the City of Buenos Aires.
Subsequently, the SCI issued Resolutions Nos.
65/11, 92/11, 123/11, 141/11, 10/11, 25/12,
97/12, 161/12, 29/13, 61/13 and 104/13
pursuant to which the SCI extended the
116
117
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effectiveness of Resolution No. 36/11 up to
and including December 2013, and adjusted
the cable television subscription price to
Ps.145. Cablevisión believes, however, that
given the terms under which the Federal Court
of the City of the City of Mar del Plata granted
the preliminary injunction, that is, ordering
the SCI to suspend the application of
Resolution No. 50/97 with respect to all cable
television licensees represented by ATVC
(among them, Cablevisión and its subsidiaries),
and also given the fact that Resolutions No.
36/11, 65/11, 92/11, 123/11, 141/11, 10/11,
25/12, 97/12, 161/12, 29/13, 61/13 and
104/13 merely extend the effectiveness of
Resolution No. 50/10, Cablevisión continues
to be protected by said preliminary injunction,
and, therefore, the ordinary course of its
business will not be affected. (See Note 25.b).
On January 13, 2012, the Secretariat of
Domestic Trade issued Resolution No. 2/2012
granting Cablevisión 24 hours to resume service
to those subscribers who had duly paid their
subscription fee in the amount established by
the National Government. In its sixth section,
the Resolution provides that if the company
does not comply with its obligations thereunder,
penalties may be imposed as provided by Law
20,680. On February 10, 2012, Cablevisión
received a fine of Ps. 1 million for alleged
non-compliance with such Resolution. Such
fine has been appealed but no decision has been
rendered on the matter yet.
On April 23, 2013, Cablevisión was served
notice of a decision rendered in re
“Ombudsman of Buenos Aires v. Cablevisión
S.A. on Complaint for the protection of
constitutional rights Law 16,986 (Motion for
Preliminary Injunction)” pending before Federal
Court No. 2, Civil Clerk’s Office No. 4 of
the City of La Plata in connection with the
price of cable television subscriptions, whereby
the court imposed a cumulative daily fine
of Ps. 100,000 per day on Cablevisión.
Cablevisión appealed the fine on the grounds
that Resolution No. 50/10 issued by Mr.
Moreno, as well as its extensions and/or
amendments were suspended, as mentioned
above, by an injunction with respect to
Cablevisión and its branches and subsidiaries
prior to the imposition of the fine; pursuant
to the collective injunction issued by the
Federal Court of the City of Mar del Plata on
1 August, 2011 in re “La Capital Cable and
Others v. National Government and Others
on Preliminary Injunction”. That injunction
suspended the application of all the criteria set
by the Secretary of Domestic Trade under
Mr. Guillermo Moreno.
The Federal Court of Appeals of the City of
La Plata reduced the fine to Ps. 10,000 per day.
Cablevisión filed an appeal in due time and
form against that decision. On October 16,
2013, the Court of Appeals dismissed the appeal
filed by Cablevisión. As of the date of these
financial statements, that company had settled
the fine in the amount of Ps. 1,260,000 and
the compliance was recorded in the file.
On June 11, 2013, Cablevisión was served
notice of a resolution rendered in the
abovementioned case; whereby the court
ordered the appointment of an expert overseer
(perito interventor) specialized in economic
sciences to: (i) verify whether or not the
invoices corresponding to the basic cable
television subscription issued by the Company
to subscribers domiciled in the Province of
Buenos Aires, are actually prepared at the
headquarters located at Gral. Hornos 690,
and/or at the Company’s branch offices,
precisely detailing that process, (ii) identify the
individuals responsible for that area, (iii)
determine whether or not the administrative
actions tending towards the effective compliance
with the injunction issued on that case are
underway, and (iv) identify the senior staff of
the Company that must order the invoice
issuance area to prepare the invoices as decided
under that injunction.
The Company appealed the appointment
of said expert on the same grounds stated above.
The appeal was dismissed by the Federal Court
of Appeals of the city of La Plata.
For the purposes of enforcing the injunction,
the court issued letters rogatory to the
competent judge of the City of Buenos Aires.
Upon the initiation of that proceeding,
both the Federal Court on Administrative
Matters and the Federal Court on Civil
and Commercial Matters declined jurisdiction
to enforce the injunction ordered by the
Federal Judge of La Plata. Cablevisión has
appealed the decision in connection with the
lack of jurisdiction in due time and form.
Chamber 1 of the National Court of Appeals
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on Federal Civil and Commercial Matters
confirmed the appealed decision. Accordingly,
Cablevisión will file an extraordinary appeal
in due time and form to have the case decided
by the Supreme Court of Argentina.
After the Federal Court of the City of Mar del
Plata issued its injunction, several Municipal
Offices of Consumer Information (“OMIC”,
for its Spanish acronym) and several individuals
filed claims requesting that Cablevisión comply
with Resolution No. 50/10 and the subsequent
resolutions that extended its effectiveness.
In some cases, preliminary injunctions were
granted. In every case, Cablevisión appealed
such preliminary injunctions alleging that
Resolution No. 50/10, as amended, and/or the
subsequent resolutions that extended its
effectiveness, had been suspended with respect
to Cablevisión, its branches and subsidiaries
prior to the issuance of such preliminary
injunctions.
b. On August 19, 2010 the Media Secretariat
issued Resolution No. 100/2010, whereby
it revoked the license that had been granted to
Fibertel. Cablevisión believes that this resolution
is an absolutely null and void administrative
act. Its language contradicts express provisions
of the National Constitution, of Law No.
19,550 (Argentine Business Associations Law),
Decrees Nos. 1,185/90 and 764/00 and
Law No. 19,549 of Administrative Procedures,
among others. The Resolution disregards
the several filings made by Cablevisión with
the Media Secretariat requesting such agency
to issue an administrative act evidencing
that Cablevisión, pursuant to section 82 of the
Argentine Business Associations Law, is the
successor of Fibertel and, therefore, the holder
of the exclusive telecommunication service
license and of the registrations that had been
previously granted to Fibertel. More than eight
years after that request, in spite of the existence
of a draft of a favorable decision in the case
file, with a completely arbitrary attitude that
contradicts other precedents of the same agency
and without prior notice that would have
allowed Cablevisión to exercise its defense right,
the SECOM ordered that the license be revoked
and that the users migrate within 90 days
of the resolution’s notification. On August 26,
2010 Cablevisión filed an appeal requesting
the reversal of the resolutions, and if such appeal
is rejected, a subsidiary appeal against that
Resolution before the highest administrative
authority. The appeal was dismissed pursuant to
SECOM Resolution No. 132/2010 dated
October 7, 2010. However, since Cablevisión
had filed a subsidiary appeal to have the case
heard by the highest administrative authority,
the file was submitted to the Ministry of Federal
Planning, Public Investment and Utilities.
As of the date of these financial statements, this
appeal is pending resolution.
On February 24, 2011, Chamber No. 3
of the Federal Court of Appeals on Civil and
Commercial Matters of the City of Buenos
Aires, in re “ANTITRUST ASSOCIATION V.
NATIONAL GOVERNMENT MEDIA
SECRETARIAT ON COMPLAINT FOR
THE PROTECTION OF
CONSTITUTIONAL RIGHTS” confirmed
the decision rendered in the first instance,
stating that the National Government, Media
Secretariat, shall refrain from disrupting or
limiting in any way the Internet access services
offered by Cablevisión. It also partially amended
the above decision by broadening its effects,
ordering the National Government to refrain
from enforcing Resolution No. 100/10, thus
allowing new customers to subscribe to the
Internet access services offered by Cablevisión.
On December 16, 2011, Federal Civil and
Commercial Court No. 3, Clerk’s
Office No. 5 issued a related injunction
in re “CABLEVISION S.A. v. NATIONAL
GOVERNMENT ON COMPLAINT
FOR THE PROTECTION OF
CONSTITUTIONAL RIGHTS”, ordering
the suspension of the effects of SECOM
Resolution No. 100/10 and also guaranteeing
new subscribers the possibility to subscribe to
the Internet Access service offered by
Cablevisión.
On December 20, 2011, at the request of
Cablevisión, a new preliminary injunction was
issued in re “CABLEVISION S.A. v. National
Government - Argentine Secretariat of
Communications on COMPLAINT FOR THE
PROTECTION OF CONSTITUTIONAL
RIGHTS”. On the basis of the above-
mentioned precedent, and on the existing
connection between the subject matters of both
cases, as alleged by Cablevisión, the injunction
ordered the suspension of the effects of
SECOM Resolution No. 100/10. The National
Government filed an appeal with Chamber
No. 3 of the Federal Court of Appeals on Civil
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and Commercial Matters which is still pending
as of the date of these financial statements.
Due to the imminent possibility that the
application of Law No. 26,522 will affect the
assets used to provide Internet access services,
within the framework of this same file
Cablevisión requested the extension of the scope
of the effective injunction, which was granted
on December 6, 2012. Such extension entailed
notifying AFSCA of the injunction that
prevents it from affecting in any way the
Internet access services offered by Cablevisión.
Based on the above-mentioned preliminary
injunctions, Cablevisión is authorized to
continue to render the telecommunication
services granted to Fibertel.
Cablevisión will resort to all available
administrative and judicial remedies in order
to have SECOM Resolution No. 100/2010
declared null and void. Even though
Cablevisión has strong grounds that support
its position, it cannot be assured that the final
outcome of this issue will be favorable.
On September 10, 2010, the National
Administration of Domestic Trade notified
Cablevisión that a Ps. 5 million fine had
been imposed for promoting the Fibertel
service without being the holder of the license
(Section 7 of Law No. 24,240), for the
impossibility of honoring the promotion offered
to undetermined potential consumers (Section
7 of Law No. 24,240), for providing wrong
information to the customers (Section 4 of Law
No. 24,240), and for the impossibility of
honoring promotions because Cablevisión was
not the holder of the Fibertel license (Section
19 of Law No. 24,240). Cablevisión appealed
such decision in due course, since it believes
it has sufficient arguments in its favor. The file
was assigned No. 1,276 and is pending before
Chamber No. 2 of the Court of Appeals on
Administrative Matters.
On April 17, 2012 the appeal was partially
granted, reducing the fine to Ps. 380,000.
Notwithstanding the foregoing, Cablevisión
filed an appeal with the Supreme Court of
Argentina in due time and form against such
decision. On July 12, 2012, Chamber No.
2 of the National Court of Appeals on Federal
Administrative Matters decided to dismiss
the appeals filed by both parties.
Cablevisión filed an appeal against the above-
mentioned dismissal since it believes it has
sufficient grounds to have the fine revoked.
However, Cablevisión cannot assure that the
outcome of the appeal will be favorable.
Since the appeal does not have staying effects,
on October 18, 2012 the National
Administration of Domestic Trade ordered
Cablevisión to pay within ten (10) business
days the fine reduced by Chamber No. 2.
On October 29, 2012 Cablevisión settled the
fine in the amount of Ps. 380,000 and the
compliance was recorded in the file.
c. Pursuant to the Antitrust Law and to
Broadcasting Law No. 22,285, the transactions
carried out on September 26, 2006 that
resulted in an increase in the indirect interest
the Company held in Cablevisión to 60%,
Cablevisión’s acquisition of 98.5% of
Multicanal and 100% of Holding Teledigital,
and Multicanal’s acquisition of PRIMA
(from PRIMA Internacional (now CMD)),
required the authorization of the CNDC
(validated by the SCI), and the COMFER.
On October 4, 2006, the Company, Vistone,
Fintech, VLG and Cablevisión, as purchasers,
and AMI CV Holdings LLC, AMI Cable
Holdings Ltd. and HMTF-LA Teledigital Cable
Partners LP, as sellers, filed for the approval
of the acquisition. After several requests for
information, the SCI issued Resolution No.
257/07, with a prior opinion of the CNDC in
favor of the approval of the above-mentioned
transactions and after consulting the COMFER
and the SECOM, which did not raise any
objections. The Company was served notice in
this respect on December 7, 2007. Such
Resolution was appealed by five entities. As of
the date of these financial statements, the
CNDC has dismissed the five appeals filed
against the above-mentioned resolution.
Four of the entities filed direct appeals before
the judicial branch. Three of those appeals were
dismissed and one is still pending resolution.
Cablevisión believes that if the CNDC acts
as it did in the case of the three dismissed direct
appeals, the fourth appeal is unlikely to be
admitted.
On June 11, 2008, Cablevisión was served with
a decision of the National Court of Appeals
on Federal Civil and Commercial Matters
revoking a decision rendered by the CNDC
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on September 13, 2007, whereby such agency
had dismissed a claim filed by Gigacable S.A.
prior to the December 7, 2007 decision
referred to above. The Court of Appeals revoked
CNDC’s decision only with respect to matters
relating to the conduct of Cablevisión and
Multicanal prior to CNDC’s authorization of
the transactions on December 7, 2007, and
ordered an investigation to determine whether
a fine should be imposed on Cablevisión and
Multicanal due to such conduct. As of the
date of these financial statements, Cablevisión
has filed its response, which is pending analysis
by such agency.
d. On December 15, 2008, the shareholders
of Cablevisión approved the merger of
Multicanal, Delta Cable S.A., Holding
Teledigital, Teledigital, Televisora La Plata
Sociedad Anónima, Pampa TV S.A.,
Construred S.A. and Cablepost S.A. into
Cablevisión, whereby, effective as of October 1,
2008, Cablevisión, as surviving company,
became the universal successor to all of the
assets, rights and obligations of the merged
companies.
The merger commitment was executed on
February 12, 2009 and was filed with the
CNV pursuant to applicable regulations that
require administrative approval. As of the
date of these financial statements, such merger
is pending administrative approval by the
CNV and registration with the IGJ.
On September 3, 2009, the COMFER issued
Resolution No. 577/09 whereby it withheld
approval of Cablevisión’s merger with
Multicanal S.A.
On September 8, 2009, Multicanal was
served with CNDC Resolution No. 106/09,
dated September 4, 2009, whereby the
CNDC ordered an audit to articulate and
harmonize the several aspects of Resolution
No. 577/09 issued by the COMFER with
Resolution No. 257/07 issued by the Secretariat
of Domestic Trade. Resolution No. 106/09
also sets forth that the notifying companies
shall not, from the enactment thereof and until
the end of the audit and / or resolution of the
CNDC, be able to remove or replace physical
or legal assets.
On September 17, 2009 Judge Dr. Esteban
Furnari of the National Court on Federal
Administrative Matters No. 2, in re “Multicanal
and Other v. Conadeco- Decree 527/05 and
other on Proceeding leading to a declaratory
judgment”, ordered the suspension of the effects
of COMFER Resolution No. 577/09, of
CNDC Resolution No. 106/09, and any other
act resulting therefrom, until a final decision
was rendered in the case.
On October 23, 2009, the court decision that
had suspended the effects of COMFER
Resolution No. 577/09 and CNDC Resolution
No. 106/09 was revoked by Chamber No. 3
of the National Court of Appeals on Federal
Administrative Matters, in re “Multicanal
and Other v. Conadeco- Decree 527/05 and
other on Proceeding leading to a declaratory
judgment”. Therefore, the calculation of
the suspended terms was automatically
resumed. On that basis, on December 1, 2009,
Cablevisión ratified the filing it had made
with the COMFER at the time of the merger,
and specified the licenses to which it had
decided to maintain title. On December 16,
2009, the Chamber No. 3 of the National
Court of Appeals on Federal Administrative
Matters, in re “Multicanal and other v.
CONADECO Decree 527/05 and other on
Proceeding leading to a declaratory judgment”
File No. 14,024/08, granted the extraordinary
appeal filed by Multicanal and Grupo Clarín
against the decision rendered by that same court
on October 23, 2009. With the granting of
that appeal, Cablevisión’s preliminary injunction
regained full force and effect. Accordingly, on
January 8, 2010 Cablevisión notified such
circumstance to the COMFER.
Subsequently, on March 9, 2011, the Supreme
Court of Argentina in re “MULTICANAL
and Other v./ CONADECO - Decree 527/05
and other on/Proceeding leading to a
declaratory judgment”, granted the appeal by
right and the extraordinary appeal filed by the
National Government and revoked the decision
rendered by Chamber No. 3 of the National
Court of Appeals on Federal Administrative
Matters, which had confirmed the preliminary
injunction requested by Cablevisión in the first
instance. Notwithstanding the foregoing,
Cablevisión believes that this matter does not
have a material impact on the merits of the case.
Notwithstanding the required filings made by
Cablevisión and its shareholders to prove that
they were complying with the commitment
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agreed with the CNDC on December 7, 2007
(date on which the SCI granted authorization),
on September 23, 2009, the SCI issued
Resolution No. 641, whereby it ordered the
CNDC to verify compliance with the parties’
proposed commitment by visiting the
parties’ premises, requesting reports, reviewing
documents and information and carrying
out hearings, among other things.
On December 11, 2009, Cablevisión notified
the CNDC of the completion and
corresponding verification of the fulfillment
of the voluntary undertakings made by
Cablevisión at the time of the enactment of
SCI Resolution No. 257/07. On December 15,
2009, Chamber No. 2 of the National Court
of Appeals on Federal Civil and Commercial
Matters issued a preliminary injunction in
re “Grupo Clarín S.A. v. Secretariat of Domestic
Trade and other on preliminary injunctions”
(case 10,506/09), partially acknowledging the
preliminary injunction requested by Grupo
Clarín, and instructing the CNDC and the
SCI to notify Grupo Clarín whenever their own
verification of Cablevisión’s fulfillment of
its undertakings had been concluded, regardless
of the result. Should such agencies have any
observations, they should notify Grupo Clarín
within a term of 10 days. On the same date,
the CNDC issued Resolution No. 1,011/09
whereby it deemed Cablevisión’s voluntary
undertakings unfulfilled and declared the
rescission of the authorization granted under
Resolution No. 257/07.
On December 17, 2009, the National Court
of Appeals on Federal Commercial-Criminal
Matters, Chamber A, decided to suspend
the term to appeal Resolution No. 1,011/09
until the main case was transferred back to
the CNDC, considering it had been in such
court since December 16, 2009.
On December 17, 2009, the CNDC notified
Cablevisión of the initiation of the motion
for execution of Resolution No. 1,011/09. On
December 18, 2009, Chamber No. 2 of the
National Court of Appeals on Federal Civil
and Commercial Matters issued an injunction
in re “Grupo Clarín S.A. v. Secretariat of
Domestic Trade and other on preliminary
injunctions”, which suspended the effects of
Resolution No. 1,011/09 until the notice set
forth in the injunction of December 15, 2009
was served. Accordingly, the CNDC served
notice to Cablevisión by means of Resolution
No. 1,101/09.
On December 30, 2009, Chamber No. 2 of
the National Court of Appeals on Federal Civil
and Commercial Matters issued a preliminary
injunction in re “Grupo Clarín S.A. v.
Secretariat of Domestic Trade and other on
preliminary injunctions”, partially acknowledging
Grupo Clarín’s request and suspending the term
for Grupo Clarín to respond to Resolution
No. 1,101/09 until Grupo Clarín is granted
access to the administrative proceedings related
to the charges brought by the CNDC in its
Opinion No. 770/09 (on which Resolution
No. 1,011/09 was based).
On February 19, 2010, Cablevisión requested
the nullification of the notice, and as a default
argument, submitted the response requested
under Resolution No. 1,101/09. On February
26, 2010, the National Court of Appeals on
Federal Commercial-Criminal Matters approved
the recusation filed by Cablevisión and excluded
the Secretary of Domestic Trade from the
proceedings.
On March 3, 2010, the Argentine Ministry
of Economy and Public Finance issued
Resolution No. 113 (subscribed by the Minister
of Economy, Dr Amado Boudou) rejecting
the request for the nullification of Resolution
No. 1,011/09, the requests for abstention
and excusation of certain officials, and all the
evidence produced in connection with
such request for nullification. The voluntary
undertakings made by Cablevisión under
Resolution No. 257/07 were deemed unfulfilled,
thus declaring the rescission of the authorization
granted under such resolution. The parties
involved were ordered to take all necessary
actions to comply with such rescission within a
term of six months, and to inform the CNDC
about the progress made in that respect on a
monthly basis. Such resolution was appealed
in due time and form. The appeal was granted
without staying the execution of judgment.
The appeal is currently pending before
Chamber No. 2 of the National Court of
Appeals on Federal Civil and Commercial
Matters in re “AMI CABLE HOLDING and
other on/ Appeal of the National Antitrust
Commission Resolution” (File No. 2,054/2010).
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That case is currently pending before the
Supreme Court.
On March 3, 2010, the Company brought a
claim seeking to nullify COMFER Resolution
No. 577/09. Upon being served with this claim,
the COMFER filed an exception, which was
responded by Cablevisión. On September 4, 2012
the Judge decided to dismiss the exception filed
by the COMFER, which shall bear the legal costs
incurred. On December 13, 2012 the draft notice
of such decision was submitted to the Court,
which then issued the official notice on December
26, 2012. Together with the draft notice, a
request was submitted to set the preliminary
hearing (before the discovery proceedings). Such
dismissal was appealed by the COMFER and
confirmed by the Court of Appeals.
On April 20, 2010, Chamber 2 of the National
Court of Appeals on Federal Civil and
Commercial Matters granted the appeal filed
by Grupo Clarín S.A. in re “Grupo Clarín on
delay in the appeal of the proceedings”, and
decided that the appeal granted by the CNDC
to Grupo Clarín S.A. against Resolution No.
113/10 had the effect of staying such resolution.
The National Government filed an appeal
asking that the Court of Appeals revoke its own
decision with respect to the effect granted
to the April 20 decision, and that it decline its
jurisdiction. It also filed an extraordinary
appeal. Both appeals were dismissed. Chamber
No. 2 requested the administrative file and
the Court’s decision is pending. Cablevisión
considers that it has strong grounds to have the
effects of the above Resolution suspended and
therefore has brought the relevant legal actions.
However, it cannot assure that the outcome
will be favorable.
Decisions made on the basis of these financial
statements should consider the eventual impact
that the above-mentioned resolutions might
have on Cablevisión and its subsidiaries, and
these financial statements should be read in
light of such uncertainty.
e. Under Proceeding File No. 21.788/08 dated
November 17, 2008, Cablevisión informed
the COMFER about the corporate business
reorganization process effective as of October 1,
2008. In that same act, Cablevisión informed
the COMFER about: i) all the licenses to
which it became universal successor under the
corporate business reorganization process;
ii) the exercise of an option for one of the
licenses in each of the locations where it held
multiple licenses, and iii) the relinquishment
of original licenses and extensions so as to
eliminate the multiple licenses accumulated in
each of the locations where it held multiple
licenses. As a result of such corporate business
reorganization process, Cablevisión became
the universal successor of 158 licenses to exploit
Supplementary Services in several locations
(pursuant to section 44, subsection b) of Law
22,285. To avoid having multiple licenses,
Cablevisión informed the COMFER about its
irrevocable intention to relinquish a total
of 78 licenses (including original licenses and
extensions) so as to eliminate all the
supplementary service licenses that exceeded
the limit set for supplementary services
in each location (which was one license
per designated area). Notwithstanding the
foregoing, through Resolution No.
577/COMFER/09, the COMFER illegitimately
decided to withhold approval of the merger
requested by Cablevisión, requesting
Cablevisión to submit a divestiture plan on the
grounds that the license relinquishments
spontaneously communicated by that company
were not sufficient. (See Notes 8.1.d and 25.d).
f. On May 23, 2011, Supercanal S.A. filed a
claim for the protection of constitutional rights
(acción de amparo) before the Federal Court
of Mendoza against Cablevisión, Grupo Clarín
and other co-defendants, requesting that they
refrain from exercising alleged anti-competitive
practices and that the assets, liabilities and
businesses that used to belong to Multicanal and
that were subsequently merged into Cablevisión
(see Note 8.1.d.) be separated from the other
assets, liabilities and businesses of Cablevisión
and transferred to third parties.
Together with the claim for the protection of
constitutional rights, Supercanal S.A. requested
a preliminary injunction (for the same
purposes); which was granted on December
16, 2011. The injunction ordered the separation
of the assets, liabilities and businesses that
used to belong to Multicanal and that were
subsequently merged into Cablevisión within a
term of 60 days. The court also appointed a
supervisor (interventor) and co-administrator
for a term of twelve months, who shall
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enforce the injunction, order the changes to
such company’s management required for
the effective enforcement of the duties to be
fulfilled by the Board of Directors, and also
report on a monthly basis to the court about
his/her performance. Such court-appointed
supervisor (interventor) and co-administrator
shall have the obligation to perform the
necessary functions aimed at fulfilling the
actions ordered pursuant to the injunction.
Cablevisión filed an appeal against such
injunction and presented the grounds for its
defense in due time and form. Cablevisión
also requested the replacement of such
injunction with another less burdensome one
that could largely cover the risks alleged by
Supercanal in its claim.
On April 26, 2012, the Federal Court of
Appeals of Mendoza, Chamber A, dismissed
the appeal filed by Cablevisión against the
decision of December 16, 2011, but extended
the term to divest the assets, liabilities and
businesses of Multicanal that had been merged
into Cablevisión to 120 days. The court also
dismissed the request to replace the injunction.
On August 14, 2012, Cablevisión was served
notice of a decision rendered by Chamber
No. 2 of the National Court of Appeals on
Federal Civil and Commercial Matters of the
City of Buenos Aires (“the Court of Appeals”)
on August 13, 2012; whereby that court
declared the existence of a connection between
the case brought by Supercanal S.A. in the
Province of Mendoza and the appeal of
MECON Resolution No. 113/10 (“Ami
Cable Holding LTD and other on/ Appeal
of the National Antitrust Commission
Resolution). The Court of Appeals stated that
the hearing of the case in the Province of
Mendoza gives rise to an atypical jurisdictional
issue that affects the correct rendering of
justice in the case and the powers of said Court
of Appeals. The Court of Appeals therefore
ordered Federal Court No. 2 of Mendoza
to send the file so that the case could continue
under the jurisdiction of the Federal Courts
on Civil and Commercial Matters of the City
of Buenos Aires. Federal Court No. 2 of
Mendoza and the Federal Court of Appeals of
Mendoza were served notice of said order on the
same date and both of them rejected it, giving
rise to a jurisdictional conflict between
Chamber No. 2 of the Court of Appeals and
Federal Court No. 2 of Mendoza.
Pursuant to Section 24, subsection 7 of
Decree/Law No. 1285/58, if a jurisdictional
conflict arises between a federal judge of a given
jurisdiction and a Federal Court of Appeals
of a different jurisdiction, said conflict must be
resolved by the Argentine Supreme Court.
After having been served notice of the decision
of Chamber No. 2 of the Court of Appeals,
on August 17, 2012, Judge Walter Bento
of Federal Court Nº 2 of Mendoza issued
an order to notify Cablevisión of an extension
of the scope of the injunction issued in
re “Supercanal S.A. v. Cablevisión S.A. and
other on Claim for the protection of
constitutional rights (acción de amparo)”.
Under this injunction, the judge ordered the
removal of the Board of Directors of
Cablevisión and its replacement with a
court-appointed administrator (interventor)
whose role was to fulfill court orders.
However, in response to the claim brought by
Cablevisión on August 21, 2012 with the
Argentine Supreme Court in connection with
the abovementioned jurisdictional conflict,
the Supreme Court ordered the immediate
suspension of the proceedings until a decision
is rendered on the jurisdictional conflict.
Notwithstanding this, Cablevisión and its
legal advisors believe that the order issued on
August 17 is irregular and that it may not
be deemed a valid notice, because it should
have been issued within the framework of the
proceedings pending with the Federal Court
on Civil and Commercial Matters of the City
of Buenos Aires, rather than being served at
a domicile established in the city of Mendoza.
All these proceedings were sent to the Argentine
Supreme Court for it to render a decision on
the jurisdictional conflict. See Note 25.f.
g. On October 21, 2010, the National
Administration of Domestic Trade served notice
to Cablevisión of (i) a fine of Ps. 5 million for
failing to comply with the duty to inform
(Section 4 of Law 24,240) concerning one of
its promotions and (ii) a fine of Ps. 500,000
for infringing Section 2, subsection c) of Decree
1153/95 of the regulations to Section 10 of
Law 22,802. Cablevisión appealed the fine
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because it believes it has strong arguments in its
favor. The file was assigned No. 1281 and is
pending before Chamber No. 2 of the National
Court of Appeals on Federal Administrative
Matters. On October 4, 2011, the Court of
Appeals partially affirmed Resolution 739/10
and reduced the fine to Ps. 2.2 million,
imposing 75% of the legal costs on Cablevisión.
On October 13, 2011 Cablevisión filed a
Federal Ordinary appeal with the Supreme
Court of Argentina and on October 20, 2011
it filed a federal extraordinary appeal with
that same court in the event that the ordinary
appeal may be dismissed.
On October 21, 2011, Chamber No. 2 of the
National Court of Appeals on Federal
Administrative Matters granted the ordinary
appeal and the legal brief was submitted in
due time and form.
On August 7, 2012 the Supreme Court of
Argentina decided that the Ordinary Appeal had
been wrongly granted.
On December 13, 2012 the Chamber dismissed
the appeal filed by Cablevisión, which shall
bear the costs incurred.
On December 20, 2012 Cablevisión filed
an appeal against the above-mentioned dismissal
since it believes it has sufficient grounds
to have the fine revoked. However, Cablevisión
cannot assure that the outcome of the appeal
will be favorable.
On July 29, 2013, the fine was settled in the
amount of Ps. 2.2 million and the compliance
was recorded in the file.
h. On May 31, 2012, Cablevisión was
served notice of Resolution No. 16,819 dated
May 23, 2012 whereby the Argentine Securities
Commission (CNV, for its Spanish acronym)
ordered the initiation of summary proceedings
against Cablevisión and its directors, members
of the Supervisory Committee and the Head
of Market Relations for an alleged failure
to comply with the duty to inform. The CNV
considers that Cablevisión failed to comply
with its duty to inform because the investor
community was deprived of its right to become
fully aware of the grounds of a decision
rendered by the Federal Court of Mendoza
and the scope of the powers granted by
that court to the co-administrator appointed in
re “Supercanal S.A. v. Cablevisión S.A. on
protection of constitutional rights”, in addition
to the fact that other self-regulated authorities
were allegedly not notified of the information
furnished by Cablevisión. On June 25, 2012,
Cablevisión filed a response petitioning that its
defenses be sustained and all charges dismissed.
On February 6, 2014 Cablevisión submitted
the legal brief for the purposes of discussing the
evidence submitted under File No. 171/2012.
Now the CNV’s Board of Directors has
to render its decision. Cablevisión and its legal
advisors believe that the company has strong
arguments in its favor. Nevertheless, Cablevisión
cannot assure that the outcome of the said
summary proceedings will be favorable.
i. Pursuant to CNV Resolution No. 16,834
dated June 14, 2012 notified to the Company
on June 27, 2012, the CNV ordered the
initiation of summary proceedings against
the Company and the members of its Board
of Directors, Supervisory Committee and
Audit Committee in office at the time of the
occurrence of certain events under review
(September 19, 2008) for alleged failure to
comply with the duty to inform. Under said
Resolution, the CNV argues that the Company
allegedly failed to comply with the duty to
disclose the filing of a claim against it entitled
“Consumidores Financieros Asociación Civil
para su defensa and other v. Grupo Clarín on/
Ordinary”, which the CNV considers relevant.
On July 25, 2012, Cablevisión filed a response
petitioning that its defenses be sustained and
that all charges against it be dismissed. The
Company and its legal advisors believe that
the company has strong arguments in its favor.
Nevertheless, Cablevisión cannot assure the
outcome of said summary proceedings.
j. The Executive Branch of Uruguay issued
Decree No. 73/012, published in the Official
Gazette on March 16, 2012, whereby it
expressly repealed Decree No. 231/011, which
had revoked certain signals’ broadcast
frequencies. However, the new decree ratified
and repeated - virtually in identical terms - the
decree that was being repealed, and added
certain provisions that caused further detriment
to the two affected companies with which a
subsidiary of Cablevisión has contractual
arrangements in place. Consequently, on March
23, 2012 the affected companies filed an appeal
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requesting that Decree No. 73/012 be revoked.
The appeal is still pending resolution.
In May 2012, the aforesaid companies brought
a legal action with the Court in Administrative
Litigation Matters requesting the nullification
of the resolution and the suspension of its
execution. This motion to suspend the execution
of the challenged resolution was brought as a
separate case, and progressed through the
corresponding instances. The Attorney General
for Administrative Litigation Matters, in its
opinion No. 412/013 advised the Court
on Administrative Litigation Matters to grant
the motion to suspend the execution of the
challenged resolution for formal reasons, but
such Court dismissed the motion of suspension.
Notwithstanding the foregoing, as of the
date of these financial statements, the state
authorities have not executed yet the decree.
As of the date of these financial statements,
the action seeking the nullification of Decree
No. 73/012 (main lawsuit) is still pending
resolution. Notwithstanding the foregoing,
said companies cannot assure the outcome of
these actions.
In the preparation of these financial statements,
the Company has considered the effects that
could be derived, and that may be projected to
date within a foreseeable period as a result of the
effects, if any, from these regulatory changes.
k. On June 4, 2012, the Federal Court of
Appeals of Rosario partially confirmed SCI
Resolution No. 219/2010, whereby the
Secretary of Domestic Trade found that
Cablevisión and Multicanal had engaged in
market sharing practices in connection
with the paid-television service in the City of
Santa Fe and reduced the fine imposed on
each of the companies involved from Ps. 2.5
million to Ps. 2 million. However, this decision
is not yet final, because Cablevisión and
Multicanal and the Ministry of Economy filed
appeals with the Argentine Supreme Court,
which are still pending.
Notwithstanding the foregoing, Cablevisión
cannot assure that the appeals will be resolved in
its favor.
l. On March 1, 2011, the SCI served notice to
Multicanal and Cablevisión of Resolution No.
19/11 whereby the Secretary of Domestic
Trade found that both companies had engaged
in market sharing practices in connection with
the paid-television service in the City of Paraná
and imposed a fine of Ps. 2.5 million on each
of them. Cablevisión filed an appeal in due time
and form. This appeal was dismissed by the
Federal Court of Appeals of Paraná. Therefore,
Cablevisión filed an appeal with the Argentine
Supreme Court. On November 4, 2011,
the appeal of SCI Resolution No. 19/11 filed
by Cablevisión with the Supreme Court was
partially granted by the Federal Court of
Appeals of Paraná.
On August 30, 2012, the Argentine Supreme
Court dismissed the appeal filed by Cablevisión;
therefore, Resolution No. 19/11 became final.
The case is currently pending with the Court
of Appeals of Paraná, which shall order its
referral to the SCI. The SCI, in turn, shall serve
notice to the companies involved in order for
them to pay the fine.
m. Cablevisión, by itself and as successor of
Multicanal’s operations after the merger,
is a party to several administrative proceedings
under the Antitrust Law, facing charges of
anticompetitive conduct, including territorial
division of markets, price discrimination,
abuse of dominant position, refusal to deal
and predatory pricing, as well as a proceeding
filed by the Cámara de Cableoperadores
Independientes (Chamber of Independent
Cable Operators), challenging the transactions
consummated on September 26, 2006. While
Cablevisión believes that its conduct and
that of Multicanal have always been within the
bounds of the Argentine Antitrust Law and
regulations and that their positions in each of
these proceedings are reasonably grounded,
it can give no assurance that any of these cases
will be resolved in its favor.
n. On January 22, 2010, Cablevisión was
served with CNDC Resolution No. 8/10 issued
within the framework of file No. 0021390/2010
entitled “Official Investigation of Cable
Television Subscriptions (C1321)”. Pursuant
to such Resolution, Cablevisión, among other
companies, was ordered to refrain from
conducting collusive practices and, particularly,
from increasing the price of cable television
subscriptions for a term of 60 days, counted as
from the date all required notices are certified
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as completed. According to said Resolution,
companies which have already increased the price
of the subscriptions shall return to the price
applicable in November 2009 and maintain
such price for the abovementioned term.
On February 2, 2010, by means of Resolution
No. 13/10, the CNDC ordered Cablevisión
to credit its subscribers the amount of any price
increase made after the date of CNDC
Resolution No. 8/10 on its March invoices.
Cablevisión appealed both resolutions in due
time and form and their effects were suspended
by an injunction issued by Chamber No. 2
of the National Court of Appeals on Federal
Civil and Commercial Matters at the request
of Cablevisión.
Finally, on October 4, 2011, the same Chamber
granted the appeal, declaring that the claim
based on CNDC Resolution No. 8/10 was moot
and nullifying CNDC Resolution No. 13/10.
The National Government appealed such
decision before the Supreme Court of Argentina,
which shall grant or dismiss the appeal.
o. On August 5, 2010, Cablevisión was
served with CNC Resolution No. 2,936/2010
within the framework of Administrative
Proceeding File No. 2,940/2010, pursuant to
which Cablevisión and/or any other individual
or entity through which the services relating
to the licenses and registrations granted to
FIBERTEL S.A. (“Fibertel”) may be rendered
shall refrain from adding new subscribers
and from altering the conditions under which
the services are currently rendered.
To decide as it did, the Argentine
Communications Commission disregarded the
corporate reorganization that was completed
and registered before the IGJ, whereby Fibertel
merged into Cablevisión effective as of
April 1, 2003. By virtue of that merger process,
Cablevisión became the universal successor to
all of the assets, rights and obligations of
Fibertel as the merged company, among them,
the Exclusive License awarded through SECOM
Resolutions No. 100/96, 2375/97, 168/02
and 83/03. Therefore, Fibertel did not transfer
or divest of its rights and obligations to third
parties - among them, those derived from
the above-mentioned Exclusive License. Fibertel
continued to carry out its activities through
Cablevisión as surviving company. In order to
implement the above-mentioned corporate
business reorganization, on March 5, 2003, the
Argentine Communications Commission and
the SECOM were notified of the corporate
business reorganization for its acknowledgement.
The technical and legal areas of the Argentine
Communications Commission issued a favorable
resolution with respect to the compliance
with the requirements of current regulations
to register Fibertel’s license under the name
of Cablevisión. SECOM had a term of 60
days to decide on the corporate business
reorganization. However, such agency failed
to render a decision as required by the
applicable regulations. Not until August 19,
2010 did SECOM issue Resolution No.
100/2010, revoking Fibertel’s license.
Cablevisión believes that the Resolution
is arbitrary and that it flagrantly violates due
process and its defense right. Therefore,
Cablevisión has appealed such resolution. No
decision has been rendered on the matter yet.
p. On October 28, 2010, Cablevisión was served
notice of the National Administration of
Domestic Trade’s resolutions imposing two fines
of Ps. 5 million each, for allegedly failing to
observe the typographic character requirements
under applicable regulations (Resolution 906/98)
when informing its subscribers of the increase in
the price of their cable television subscriptions.
Cablevisión appealed the fines on November
12, 2010 because it believes it has strong grounds
in its favor. However, it cannot assure that
the outcome will be favorable. One of the files
was assigned No. 1280 and is pending before
Chamber No. 1 of the Federal Administrative
Court of Appeals, and the other one was assigned
No. 1,278 and is pending before Chamber No. 5
of the Federal Administrative Court of Appeals.
q. The litigation brought before the Civil,
Commercial, Mining and Labor Court of the
City of Concarán, Province of San Luis, in
early 2007 in re “Grupo Radio Noticias SRL v.
Cablevisión and others”, is still pending before
the Federal Court in Administrative Litigation
Matters No. 2.
The purpose of that claim was to challenge
the share transfers mentioned in Note 8.1.c. and
to request the revocation of Cablevisión’s
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broadcasting licenses. Cablevisión has responded
to such claim and believes it is very unlikely
that it will be admitted.
r. The Government of the City of Mar del
Plata enacted Ordinance No. 9163, governing
the installation of cable television networks.
Such ordinance was amended and restated by
Ordinance No. 15,981 dated February 26,
2004, giving cable companies until December
31, 2007 to adapt their cable networks to the
new municipal requirements. The ordinance
sets forth that in those areas where street
lighting has underground wiring, cable television
networks are to be placed underground. In this
sense, the Executive Department of the
Municipality of General Pueyrredón has
submitted to the Municipal Council a proposed
ordinance extending the term provided until
December 31, 2015. Such ordinance is ready
for discussion by legislators. Even though
the ordinance provides for certain penalties that
may be imposed, the City has not imposed
such penalties to cable systems that are not in
compliance with such ordinance.
s. On November 27, 2012 the National
Administration of Domestic Trade served
Cablevisión with Resolution No. 308/2012,
whereby it imposed a Ps. 5 million fine on that
company alleging that it had failed to comply
with Section No. 4 of the Antitrust Law
(increase in the subscription price of cable tv
services/wrongful information provided by
Customer Service, informed by mail that SCI
Resolution No. 50/10 and the supplementing
resolutions are suspended on grounds of
unconstitutionality, when in fact they have
been suspended by an injunction). On
December 11, 2012 Cablevisión appealed
Resolution No. 308/2012. The administrative
file No. S01:0312056/2011 is currently pending
before the National Administration of Domestic
Trade and must be submitted to the National
Court of Appeals on Federal Administrative
Matters for it to determine, by lottery, the first
instance court that will hear the case.
Cablevisión and its legal advisors believe that
the company has strong arguments in its favor.
Nevertheless, Cablevisión cannot assure that the
revocation of the fine will be resolved in its favor.
t. The Quality Rules for Telecommunication
Services were approved by SECOM Resolution
No. 5/2013; published in the Official Gazette
on July 2, 2013. In November 2013, by
means of CNC Resolution No. 3,797/2013,
the CNC approved the “Manual of Audit
Procedures and Technical Verification of the
Quality Rules for Telecommunication Services”.
In a first stage, the authorities required the
submission of information related to
observation points and complaint reception
points. Cablevisión is currently working
together with other providers on the drafting
of a technical report of measurement systems.
u. On July 5, 2013, the National Administration
of Domestic Trade served notice to Cablevisión
of Resolution No. 134/2013, whereby it imposed
a fine of Ps. 500,000 for breach of Section 2º of
Resolution ex S.I.C. y M. No. 789/98, which
regulates the Business Loyalty Law No. 22,802.
Cablevisión appealed that resolution on July 16,
2013. The file is currently pending before the
National Administration of Domestic Trade and
must be submitted to the National Court of
Appeals on Federal Administrative Matters for it
to determine, by lottery, the first instance court
that will hear the case.
Cablevisión and its legal advisors believe that
Cablevisión has strong arguments in its favor.
However, Cablevisión cannot assure that the
revocation of the fine will be resolved in its favor.
v. On March 16, 2012, CNV issued Resolution
No. 16,765 whereby it ordered the initiation
of summary proceedings against Cablevisión, its
directors and members of the Supervisory
Committee for an alleged failure to comply
with the duty to inform. The CNV considers
that Cablevisión failed to comply with its duty
to inform because the investor community
was deprived of its right to become fully aware
of the Decision rendered by the Supreme Court
of Argentina in re “Application for judicial
review brought by the National Government
Ministry of Economy and Production of the
case Multicanal S.A. and other v/CONADECO
Decree No. 527/05” and other, and also
considers that Cablevisión did not disclose
certain issues related to the information
required by the CNV in connection with its
Class 1 and 2 Noteholders’ Special Meetings
held on April 23, 2010. On April 04, 2012,
that company filed a response requesting that its
defenses be sustained and that all charges
against it be dismissed. The proceeding is now
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in the discovery stage. Cablevisión and its legal
advisors believe that the company has strong
arguments in its favor. Nevertheless, Cablevisión
cannot assure the outcome of the said summary
proceedings.
8.2 Claims and Disputes with Governmental
Agencies
a. In connection with the decisions made at the
Company’s Annual Regular Shareholders’
Meeting held on April 28, 2011, on September
1, 2011 the Company was served with a
preliminary injunction in re “National Social
Security Administration v. Grupo Clarín S.A. re
ordinary proceeding” whereby the Company
may not in any way dispose, in part or in whole,
of the Ps. 387,028,756 currently recorded
under the retained earnings account, other than
to distribute dividends to the shareholders.
On the same date, the Company was served
with a claim brought by Argentina’s National
Social Security Administration requesting the
nullity of the decision made on point 7
(Appropriation of Retained Earnings) of the
agenda of the Annual Regular Shareholders’
Meeting held on April 22, 2010. As of the
date of these financial statements, the Company
has duly answered the complaint and the
intervening judge has ordered discovery
proceedings.
On November 1, 2011, the CNV issued
Resolution No. 593, which provides that at
shareholders’ meetings in which financial
statements are considered shareholders must
expressly decide to, either distribute as dividends
any retained earnings that are not subject to
distribution restrictions and that may be
disposed of pursuant to applicable law or to
capitalize such retained earnings and issue shares,
appropriate them to set up reserves other than
legal reserves, or a combination of the above.
On July 12, 2013 the Company was served
notice of Resolution No. 17,131; dated as of
July 11, 2013 whereby the CNV declared that
the administrative effects of the decisions
adopted at the Annual Ordinary General
Shareholders’ Meeting held on April 25, 2013
were irregular and ineffective, based on
allegations that are absolutely false and
irrelevant. According to the Company and its
legal advisors, Resolution No. 17,131 is, among
other things, null and void, because it lacks
sufficient grounds and its enactment is a clear
abuse of authority and a further step in the
National Government’s attempt to intervene in
the Company. On October 11, 2013 Chamber
5 of the National Court of Appeals on Federal
Administrative Matters issued a preliminary
injunction in re “Grupo Clarín S.A. v. CNV -
Resol No. 17.131/13 (File 737/13)” File No.
29,563/2013, whereby it suspended the effects
of Resolution No. 17.131/2013 dated July 11,
2013 which had rendered irregular and
with no effect for administrative purposes the
Company’s Annual Regular Shareholders’
Meeting held on April 25, 2013. As of the date
of these financial statements, the Resolution
is still in effect.
In August 2013 the Company was served with
a nullification claim brought by Argentina’s
National Social Security Administration relating
to the Annual Regular Shareholders’ Meeting
held on April 28, 2011 whereby that agency
requested the nullity of all the decisions made
at such meeting and, as a default argument,
it requested the nullity of the decisions made on
points 2, 4 and 7 of that meeting’s agenda,
as well as the nullity of the decisions made at
the Special Meetings of Class A, B and A and B
Shareholders. As of the date of these financial
statements, the Company has filed a response in
due time and form.
In September 17, 2013 the Company was
served with a nullification claim brought by
Argentina’s National Social Security
Administration relating to the Annual Regular
Shareholders’ Meeting held on April 26,
2012 whereby it requested the nullity of all the
decisions made at such meeting and, as a
default argument, the nullity of the decisions
made on points 8 and 4 of that meeting’s
agenda, as well as the nullity of the decisions
made at the Special Meetings of Class A, B and
A and B Shareholders. As of the date of these
financial statements, the Company has filed a
response in due time and form.
b. The Argentine Federal Revenue Service
(“AFIP”) served the subsidiary CIMECO with
a notice challenging its income tax assessment
for fiscal years 2000, 2001 and 2002. In
such notice, the AFIP challenged mainly the
deduction of interest and exchange differences
in the tax returns filed for those years. If AFIP’s
position prevails, CIMECO’s maximum
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contingency as of December 31, 2013 would
amount to approximately Ps. 12 million
principal amount and Ps. 29.4 million interest.
CIMECO filed a response, which was dismissed
by the tax authorities. The tax authorities
issued their own official assessment and
imposed penalties. CIMECO appealed the tax
authorities’ resolution before the National
Tax Court on August 15, 2007.
During the year ended December 31, 2010,
CIMECO received a pro forma income
tax assessment from the AFIP for fiscal periods
2003 through 2007, as a consequence of
AFIP’s challenge to CIMECO’s income tax
assessments for the periods 2000 through 2002
mentioned above. CIMECO filed a response
before AFIP, rejecting such assessment and
requesting the suspension of administrative
proceedings until the Federal Tax Court renders
its decision on the merits.
During 2011, the AFIP served CIMECO with
a notice stating the income tax charges assessed
for years 2003 through 2007 and ordering the
initiation of summary proceedings. The AFIP’s
assessment shows a difference in the Income Tax
liability for the above indicated periods in its
favor for an amount in excess of the amount
that had been estimated originally, as a result of
the method used to calculate certain deductions.
CIMECO responded to the assessment rejecting
all of the adjustments and requesting that
the proceedings be rendered without effect and
filed, with no further actions to be taken.
On April 26, 2012, the AFIP issued a new
official assessment comprising the fiscal years
2003 through 2007, in which it applied the
same method for the calculation as that used for
the administrative settlement, claiming a total
liability of Ps. 120 million. On May 21, 2012,
an appeal was filed with the Federal Tax Court.
CIMECO and its legal and tax advisors believe
CIMECO has strong grounds to defend the
criteria adopted in their tax returns and that
AFIP’s challenges will not be admitted by the
Federal Tax Court. Accordingly, CIMECO has
not booked an allowance in connection with
the effects such challenges may have.
c. Since 2005, the ANA has brought several
claims against the holders of broadcasting and
cable TV licenses for the payment of customs
duties applicable to the import of films
documented between 2000 and 2005.
According to the ANA, holders of TV licenses
are liable to pay customs duties, VAT and
income tax not only on the customs value of the
physical supports, but also on the reproduction
rights agreed upon in the related contracts.
ARTEAR filed objections against these claims
on the basis of international agreements,
doctrine and case law on the subject. As a
consequence of the criteria followed by
ARTEAR, during the period covered by the
claim, it paid other taxes that would not have
been payable if ANA’s interpretation had
been applied. ARTEAR had to pay in full the
differences claimed by ANA in a few isolated
cases because the appeals filed with the Federal
Court of Appeals against the National Tax
Court’s decisions did not have staying effects.
In the first unfavorable decision rendered by
Chamber No. 4 of the Federal Court of
Appeals, which was appealed by ARTEAR, the
Argentine Supreme Court refrained from
rendering judgment on the merits of the case.
Subsequently, all other Chambers of the Federal
Court of Appeals have rendered decisions
against ARTEAR’s position. Therefore, as of the
date of these financial statements, that company
has booked an allowance to account for the
estimated losses that may result from such
claims. On March 25, 2013 the AFIP published
General Resolution No. 3451 in the Official
Gazette. Pursuant to such Resolution, AFIP
established an installment plan for the payment
of overdue taxes, customs duties and social
security debts. With respect to customs duties,
this special installment plan allows for the
cancellation of fines imposed or supplementary
charges brought by the Customs Administration
up to and including February 28, 2013 in
connection with import or export duties, as well
as interest and restatements thereon, within a
term of up to 120 months with a monthly rate
of 1.35%. Given that all chambers of the
National Tax Court and the Federal Court of
Appeals have rendered judgments on the merits
of the case against ARTEAR’s position and the
Supreme Court of Argentina refrained from
rendering judgment, the Company decided to
adhere to the installment plan for a large
portion of the existing claims, leaving out only
those claims in which AFIP has additionally
made infringement allegations. On July 30,
2013, ARTEAR submitted an installment plan,
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within the framework of General Resolution
No. 3451, for the payment of a large portion
of the tax component of these claims,
notwithstanding the fact that ARTEAR still
considers that its interpretation of the customs
law is based on reasonable legal grounds.
d. On September 10, 2010, the AFIP served
TRISA with a notice with objections to its
income tax assessment, with respect to the
application of the withholding regime set forth
under the section following section 69 of the
Income Tax law, for fiscal years 2004, 2005
and 2006. If AFIP’s position prevails, TRISA’s
contingency would amount to approximately
Ps. 28.9 million, out of which Ps. 9.3
million would correspond to taxes on dividend
payments made during those years, Ps. 6.5
million to a 70% fine on the omitted tax, and
Ps. 13.1 million to late-payment interest.
TRISA filed a response, which was dismissed
by the tax authorities. On December 20, the tax
authorities issued their own official assessment
and imposed penalties. TRISA appealed the
tax authorities’ resolution before the National
Tax Court on February 8, 2011.
TRISA and its legal and tax advisors believe that
TRISA has strong grounds to defend its position
and that AFIP’s challenges will not be admitted
by the Federal Tax Court. Accordingly, TRISA
has not booked a provision in connection with
the effects such challenges may have.
e. On August 13, 2012, the parent company
GC Dominio S.A. was served notice of a claim
brought by the Argentine Superintendency of
Legal Entities (IGJ) whereby that agency seeks
to annul the registration with the Public Registry
of Commerce of the appointment of GC
Dominio S.A.’s authorities, approved at the
Shareholders’ Meeting held on May 17, 2011.
The claim is pending before the Federal Court
of First Instance on Commercial Matters No.
25, Clerk’s Office No. 49 (“Inspección General
de Justicia v. Dominio S.A. on/Ordinary”, File
No. 58652). The claim brought by the IGJ
seeks to annul the registration with IGJ of the
appointment of GC Dominio S.A.’s authorities,
approved at the Annual Ordinary General
Shareholders’ Meeting of GC Dominio held
on May 17, 2011. The appointment was
registered with the IGJ on April 23, 2012 under
No. 7147, Book No. 59 of Share Companies.
According to the IGJ and as the case file is said
to show, GC Dominio has allegedly failed
to comply with certain regulations applicable
to foreign shareholders upon registration of the
appointment of authorities. Also within the
framework of this claim, the Court issued
an injunction in favor of the IGJ ordering that
the existence of this claim be duly noted.
GC Dominio S.A.’s legal advisors have strong
grounds to sustain that the resolution of IGJ’s
claim seeking the de-registration of the
appointment of authorities has serious defects
and infringes the guarantees of reasonableness
and due process; a principle that derives
from the constitutional guarantee of defense in
court, which entails the right to be heard and
to produce evidence to the contrary. GC
Dominio S.A. has appealed such injunction
because it considers that the IGJ has not shown
that its legal arguments are, at least, plausible.
f. As a result of a report on suspicious activities
reported by the Argentine Federal Revenue
Service (“AFIP”) concerning transactions
carried out between the Company and some
subsidiaries, the Financial Information
Unit (“FIU”) pressed criminal charges for alleged
money laundering. The action is now pending
before Federal Court No. 9, under Dr. Luis
Rodriguez. The FIU has pressed charges against
the Company and its directors for alleged money
laundering activities related to the trading of
shares between the Company and some of its
subsidiaries. The Company has appointed
defense attorneys and has requested a copy of
the file to understand the details of the charges.
The FIU is acting as plaintiff in this case. One
of the Company’s directors made a spontaneous
appearance and filed a response and produced
documentary evidence. Certain charges pressed
by Representative Di Tullio were also added
to the case. In addition, the Prosecutor requested
that the charges be investigated and that
certain evidentiary measures be taken which
have not yet been fulfilled as of the date of
these financial statements.
The Company and its legal advisors consider that
there are strong arguments in the Company’s
favor, and have gathered evidence that supports
the lack of involvement of anyone in any such
maneuvers. However, they cannot assure that the
outcome of this action will be favorable.
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g. By means of Resolution 16,364/2010, dated
and notified to AGEA as of July 15, 2010,
the CNV’s Board of Directors decided to
initiate summary proceedings against AGEA
and certain current and past members of its
board of directors and supervisory commission,
for alleged infringement of the Argentine
Business Associations Law, Decree No. 677/01
and Law No, 22,315. AGEA, as well as the
current and past members of the board of
directors and supervisory commission who are
subject to the summary proceedings, duly filed
their respective responses.
h. The subsidiary AGEA received several
inspections from the AFIP aimed at verifying
compliance with the so-called competitiveness
plans implemented by the National Executive
Branch. After several reports issued by
the AFIP and the corresponding Resolutions
issued by the Ministry of Economy, such
agencies allege that certain acts performed by
AGEA during 2002 lead to the nullity of
some of the benefits granted under said plans,
including adjustments, for an estimated
total amount of Ps. 53 million. In April 2013,
AGEA was served with AFIP Resolution
No. 03/13, whereby such agency decided to
exclude AGEA from the Registry of
Beneficiaries of the Competitiveness and
Employment Generation Agreements under
the Cultural Sector Agreement, as from
March 4, 2002. The AFIP ordered the
restatement of the tax returns and the
remittance of the corresponding amounts.
AGEA filed an appeal against such resolution.
Notwithstanding the foregoing, in re
“AEDBA and Other v. Ministry of Economy
Resolution No. 58/10”, the Federal Court
on Administrative Matters No. 6 issued
an injunction ordering AFIP to refrain from
initiating and/or continuing with the
administrative proceeding/s and/or any act that
would entail the enforcement of the amounts
payable under Resolution No. 3/13, until
a final decision is rendered. Notwithstanding
the foregoing, AGEA cannot assure that the
appeal will be resolved in its favor.
i. On April 9, 2013, Cablevisión was served
notice of AFIP Resolution No. 45/13 dated
April 3, 2013, whereby such agency imposed
penalties in a summary proceeding against that
company with respect to compliance with
General Resolution No. 3,260/12. Cablevisión
filed an appeal, which has staying effects on the
execution of those penalties.
8.3 Other Claims and Disputes
a. On December 12, 2001, Supercanal filed a
claim for damages against Multicanal as a result
of the enforcement of a preliminary injunction
brought by Multicanal against Supercanal.
Multicanal responded to such claim denying
any liability. Based on legal and factual
precedents of the case, Cablevisión, as successor
of Multicanal’s operations, believes that the
claim filed should be rejected in its entirety,
and that the legal costs should be borne by the
plaintiff. As of the date of these financial
statements, the proceeding was at the discovery
stage. The court of first instance dismissed
Supercanal’s request that it be allowed to sue
without paying court fees or costs. This decision
has been ratified by the Federal Court of Appeals.
b. On June 22, 2007 TRISA and TSC executed
several documents with AFA, applicable from
the 2007/2008 until the 2013/2014 soccer
seasons, governing the broadcasting by TRISA
of all of the National “B” soccer tournament
matches and by TSC of ten of the Argentine
soccer first division official tournament matches
played each week. Out of those ten matches,
TRISA broadcast five through TyC Sports.
Those agreements set the price to be paid by
TRISA for these products and clearly stated its
right to sell such products and, additionally,
had AFA’s express consent.
On August 12, 2009 AFA notified TSC of its
decision to terminate unilaterally the above-
mentioned agreement. TSC challenged AFA’s
unilateral termination of the agreement and,
in order to safeguard its rights, on June 15,
2010 it brought a legal action against the AFA
for contractual breach and damages.
On July 27, 2011, AFA unilaterally terminated
the agreement that bound AFA and TRISA
until the 2013/2014 soccer season for the
broadcasting of all Argentine National “B”
soccer tournament matches. AFA’s decision
was totally arbitrary and illegitimate, since
TRISA has not breached any provision of the
agreement, which does not expressly allow
voluntary unilateral termination by either
party. Therefore, TRISA has challenged AFA’s
unilateral termination of the agreement.
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In light of the events and until the situation is
remedied, TRISA will not be able to broadcast
the five weekly matches of the first division
tournament or any of the National “B” soccer
tournament matches that it used to broadcast
on its signal TyC Sports.
The broadcasting rights for the matches of
Metropolitan First “B” category are not
governed by the above-mentioned agreements,
but by an agreement that is in full force and
effect as of the date of these financial
statements.
The situation described above had a significant
impact on TRISA’s revenues and costs.
Therefore, it had to adjust its signal to these
new circumstances.
In light of the circumstances described in the
above paragraphs, as from August 2009, TRISA
has recorded a portion of its revenues based on
the progress of negotiations with each client and
the new content of the signal.
During the year ended December 31, 2012,
TRISA completed those negotiations. As a
result, no significant differences arose between
the actual results and the original estimates.
c. On January 31, 2012, FADRA informed
Grupo Carburando’s subsidiary Mundo Show
S.A. of the unilateral rescission of the agreement
executed in 2006 whereby FADRA assigned to
that company the rights comprising image,
sound and static advertising of motor racing at
the road racing events Turismo Carretera and
TC Pista until December 31, 2015. Mundo
Show S.A. has challenged and rejected FADRA’s
unilateral rescission of the agreement. In light
of the events, Mundo Show S.A. will not be
able to sell or export the audiovisual and static
advertising rights of the above-mentioned motor
racing events. Therefore, in 2012 an allowance
was set up for impairment of goodwill
and other assets related to such agreement of
approximately Ps. 17 million. On July 17, 2013,
some of the Company’s subsidiaries executed
an agreement in order to settle the legal actions
brought as a consequence of the termination
of TV broadcasting rights and sponsorship
agreements relating to the Turismo Carretera
and TC Pista road racing events, whereby
FADRA undertook to pay damages for an
aggregate and final amount of Ps. 16.5 million
in 23 monthly and consecutive installments.
In addition, it assigned all of its equity interest
in TCM, which represents 20% of its capital
stock and votes. The parties also settled the
claims brought against FADRA in re “Mundo
Show v. FADRA on pending cash collection,
File No. 10041/2012”, whereby FADRA paid
Ps. 1.5 million in exchange for the dismissal
of the legal actions.
d. Pursuant to a notarial certificate issued on
September 19, 2008, AGEA and the Company
were served with a legal action brought by an
entity representing consumers and alleged
financial victims (and by six other individuals).
Claimants are Multicanal noteholders who
claim to be allegedly affected by Multicanal’s
APE. The claim is grounded on a Consumer
Defense Law which, in general terms, provides
for an ambiguous procedure that is very strict
against the defendant.
The Company, AGEA and certain directors
and members of the supervisory committee
and shareholders have been served with
the claim. After rejecting certain preliminary
defenses presented by the defendants, such
as the application of statutes of limitation
and the failure to comply with prior mediation
procedures, the claim followed ordinary
procedure and the above-mentioned persons
duly filed their respective responses.
e. On September 16, 2010 the Company was
served with a claim brought against it by
Consumidores Financieros Asociación Civil
para su Defensa. The plaintiff claims a
reimbursement of the difference between the
value of the shares of the Company purchased
at their initial public offering and the value
of the shares at the time a decision is rendered
in the case. The Company has duly responded
to the claim and the intervening Court has
deemed the claim responded.
f. On April 25, 2013 Grupo Clarín S.A. held
its Annual Regular Shareholders’ Meeting.
As a result of the issues raised at this Meeting,
some of the permanent directors informed
the Company that they had pressed criminal
charges against the representatives of the
shareholder ANSES and of the CNV (Messrs.
Reposo, Kicillof, Moreno, Vanoli, Fardi and
Helman) for making statements and intellectual
constructions which, under the appearance
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of being included in the new regulations
of the Argentine Capital Markets Law, only
sought to discredit the Board of Directors and
caricature its management, creating pretexts
that may lead to an intervention of the
Company without judicial control pursuant to
the new powers vested on the CNV by Capital
Markets Law No. 26,831. On April 26, 2013,
the Board of Directors decided to press charges
on the same grounds.
Consequently, the Company sent a letter to
the CNV, in which it clearly stated that
what happened at that Meeting could not be
considered in any way as an acknowledgment
of the legitimacy of the powers vested on
the CNV by Law No. 26,831 and/or the
regulations that may be issued in the future.
The letter also stated that the Company
reserved its right to file the pertinent legal
actions at any time to request the declaration
of the evident unconstitutionality of that
law. It also requested the CNV to refrain from
performing any act or issuing any resolution
that would lead to the execution of the plan of
which they had been accused before the courts.
g. On May 30, 2013, Pem S.A. was served
notice of a claim in re “TELEVISORA
PRIVADA DEL OESTE S.A. v. GRUPO
CLARÍN S.A. AND OTHERS on
ORDINARY” File No. 99078/2011, which
is pending before the Federal Commercial
Court No. 16 of First Instance, Clerk’s Office
No. 32. The claim seeks damages resulting
from certain decisions made with respect
to Televisora Privada del Oeste S.A. Cablevisión
and the Company, among others, are defendants
in such lawsuit. Cablevisión was served with
the claim and filed a response in due time
and form. According to the Company’s legal
advisors, the chances of success of the claim
are low because the damages claimed are clearly
overstated, the actual damage invoked does
not exist and the claim is procedurally
inappropriate, both on a factual and legal basis.
h. In March 2012, ARTEAR brought a summary
action for the protection of constitutional
rights against the National Government (Chief
of the Cabinet of Ministers and Secretariat
of Public Communication) and against Messrs.
Juan Manuel Abal Medina and Alfredo
Scoccimarro, in order to request that the
National Government cease in the arbitrary
and discriminatory allocation of official
advertising with respect to Arte Radiotelevisivo
Argentino S.A. ARTEAR requested (i) that the
court order the maintenance of the balanced
allocation with respect to the amount of
official advertising received in previous years,
and in particular prior to 2008, and to the
amount of official advertising allocated to other
broadcasters of similar characteristics, and
(ii) that the conduct of the above-mentioned
officials be declared illegitimate, on account
of their having abusively exercised their
discretional power to manage public funds
destined to official advertising, discriminating
against Canal 13, which is owned by ARTEAR.
(See Note 25.c).
8.4 Matters concerning Papel Prensa:
I. Papel Prensa has several disputes pending
before the Commercial Court of Appeals
of ’the City of Buenos Aires as a consequence
of CNV Resolution No. 16,222. Pursuant
to said Resolution, the CNV declared
that certain decisions of Papel Prensa’s Board
of Directors were irregular and with no effect
for administrative purposes. The Resolution
challenged the Board’s fulfillment of the
formalities required in the preparation,
transcription and execution of meeting minutes
on the relevant corporate books. On June 24,
2010, in File No. 75,479/09, the Commercial
Court of Appeals of the City of Buenos Aires,
Chamber C, decided to nullify CNV Resolution
No. 16,222. On the basis of Resolution No.
16,222, the CNV has questioned subsequent
decisions of Papel Prensa’s Board and of
its Shareholders. In response, Papel Prensa has
brought several administrative claims against
the CNV, questioning its position. All of such
claims were decided in Papel Prensa’s favor
by the Commercial Court of Appeals of the
City of Buenos Aires. Consequently, the CNV’s
decisions were nullified. Furthermore, the
Commercial Court of Appeals, Chamber C,
dismissed the appeals filed by the CNV before
the Supreme Court of Argentina against the
Court of Appeals’ decisions. The CNV filed a
direct appeal before the Supreme Court.
As a consequence of the above, Papel Prensa has
continued with the criminal proceedings
brought against certain public officials.
On February 1 and 4, 2010 the Secretary
of Domestic Trade, Mario G. Moreno, and
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the CNV, respectively, requested the judicial
intervention of Papel Prensa before the
commercial justice. Such claims were pending
before the Federal Commercial Court of
First Instance No. 2, Clerk’s Office No. 4,
temporarily under judge Dr. Eduardo Malde,
who, on March 8, 2010, issued an injunction
whereby he suspended certain decisions
adopted at meetings of the Board of Directors
and at Shareholders Meetings held on or
after November 4, 2009. Judge Malde also
appointed a co-administrator without removing
the members of the previous corporate bodies.
Papel Prensa filed an appeal, which the
Commercial Court of Appeals, Chamber C,
resolved in Papel Prensa’s favor, by revoking the
injunction on August 31, 2010. On December
7, 2010 the same Chamber C dismissed the
appeals filed by the CNV and the National
Government before the Supreme Court of
Argentina against the Court of Appeals’ decision.
Both the CNV and the National Government
filed direct appeals against such decision.
None of the claims mentioned in the above
paragraphs had a material effect on AGEA’s
financial and economic condition as of
December 31, 2012.
II. On January 6, 2010, the SCI issued
Resolution 1/2010 whereby certain business
practices were imposed on Papel Prensa. Papel
Prensa brought a legal action against such
resolution on grounds of unconstitutionality
before the Federal Court on Administrative
Matters and requested an injunction which was
granted by the intervening judge. Pursuant to
the injunction, the effects of such Resolution
were suspended. On May 7, 2010, the Federal
Court on Administrative Matters revoked the
injunction. Papel Prensa appealed such decision,
which was affirmed by the Federal Court
of Appeals on Administrative Matters. Papel
Prensa filed an appeal against the Court of
Appeals’ decision. The appeal was denied and
Papel Prensa was served notice of that denial
on September 1, 2010.
III. Papel Prensa suspended its operations with
related parties between March 9 and April 21,
2010 pursuant to an injunction issued on
March 8, 2010 by Judge Malde. In his ruling,
Judge Malde decided to suspend the Board
of Directors’ resolution of December 23, 2009,
which had approved the terms and conditions
of transactions with related parties for the
year 2010. On April 21, 2010, the Board of
Directors of Papel Prensa, following a proposal
made by the court-appointed supervisor
(interventor) and co-administrator, approved
the resumption of such company’s transactions
with related parties under provisional conditions
for as long as the decision rendered by the
Board on December 23, 2009 remained
suspended and/or until Papel Prensa’s corporate
bodies established a business practice to follow
with related parties.
Such approval involved suspending the
application of volume discounts in connection
with purchases made by related parties, which
could be recognized in their favor, subject to
the court’s decision on the appeal filed by Papel
Prensa against Judge Malde’s injunction of
March 8, 2010. As from April 21, 2010,
transactions with related parties were resumed
under the provisional conditions approved by
the Board on April 21, 2010.
At a meeting held on December 23, 2010,
Papel Prensa’s Board of Directors approved new
conditions that must be fulfilled for the
recognition and payment of volume discounts
that may be applicable to related parties in
connection with purchases of paper made as
from April 21, 2010. These new conditions are
as follows: (i) the lifting of the provisional
suspension of the resolutions adopted by the
Board meeting of December 23, 2009, as
explained in the previous paragraph, and (ii)
the resolution or end, by any means, of any
state of uncertainty that may eventually exist
about the conditions approved by Papel
Prensa’s Board in the first item of the agenda
of the meeting held on April 21, 2010, as
a consequence of the claim brought by
the National Government in re “National
Government - Secretariat of Domestic Trade -
v./ Papel Prensa S.A.I.C.F. y de M. on/
Ordinary”, File No. 97,564, currently pending
before Federal Commercial Court of First
Instance No. 26, Clerk’s Office No. 52. Under
this proceeding, the National Government seeks
to obtain, among other things, a declaratory
judgment of nullity of the provisional conditions
for the resumption of transactions with related
parties in connection with the purchase and
sale of paper approved by Papel Prensa’s Board
in the first item of the agenda of the above
mentioned meeting held on April 21, 2010.
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Furthermore, at this meeting held on
December 23, 2010, Papel Prensa’s Board
decided to maintain the originally approved
sales policy, but to subject the accrual and
enforceability, and, consequently, the
recognition and payment to the clients, of the
eventual volume discounts that may be
applicable to them with respect to paper
purchases made between January 1, 2011
and December 31, 2011, to a final favorable
ruling in the claim brought by Papel Prensa
against the constitutionality of SCI Resolution
No. 1/2010, or to the final nullification of
such Resolution No. 1/2010 in any other way
or by any other legal means, whichever
happens first. In connection with related
parties, the Board approved the same policies
and conditions as those approved for the
other clients in general.
In a meeting held on December 27, 2011 Papel
Prensa’s Board of Directors decided to maintain
for 2012 the same commercial policies that
had been approved for 2011 -under the same
terms and conditions mentioned in the previous
paragraph- for all of its customers in general
(including related parties).
The commercial policy approved by Papel
Prensa was affected by Law 26,736 -effective
as from January 5, 2012- which declared a
matter of public interest the production, sale
and distribution of wood pulp and newsprint
and set forth the regulatory framework to
be adopted by the producers, sellers, distributors
and buyers of such inputs. Among other things,
the Law set limits and established conditions
applicable to Papel Prensa for the production,
distribution and sale of newsprint (including
a formula to determine the price of paper),
and created the National Registry of Producers,
Distributors and Sellers of Wood Pulp and
Newsprint where all producers, sellers,
distributors and buyers shall be registered as a
mandatory requirement in order to produce,
sell, distribute, and/or purchase newsprint and
wood pulp as from the enactment of the Law.
It also contains a series of temporary clauses,
specifically and exclusively addressed to Papel
Prensa, whereby Papel Prensa is forced to
make investments to meet the total national
demand for newsprint -excluding from
this requirement the other existing company
that operates in the country with installed
capacity to produce this input. The Law also
provides for the capitalization of the funds
eventually contributed by the National
Government to finance these investments for
the purposes of increasing the equity interest
and the political rights of the National
Government in Papel Prensa, contravening
public order regulations contained in Law
19,550 and disregarding several constitutional
rights and guarantees of Papel Prensa and its
private shareholders.
On February 10, 2012 AGEA registered in the
National Registry of Producers, Distributors
and Sellers of Wood Pulp and Newsprint
(Record No. 63 in File No. S01:0052528/12),
clearly stating that the decision to register shall
not be construed as an acknowledgment or
conformity with the legitimacy of Law 26,736,
Resolution No. 9/2012 issued by the Ministry
of Economy and Public Finance and SCI
Resolution No. 4/2012 issued in connection
with such Law and/or any other issued in
the future, since they seriously affect several
rights and guarantees of AGEA which are
recognized and protected by the Argentine
National Constitution.
IV. On September 12, 2011, the CNV issued
Resolution No. 16,647 whereby it rendered
irregular and with no effect for administrative
purposes the decisions made by Papel Prensa’s
Board of Directors at the meetings held on
July 20, 2011 and August 5, 2011. At those
meetings, the Board of Directors had called two
shareholders’ meetings, to be held on September
27, 2011 and September 15, 2011, respectively.
Notwithstanding the fact that Resolution
No. 16,647 was appealed by Papel Prensa and
is therefore not final, on September 15, 2011,
Commercial Court No. 5, Clerk’s Office
No. 9, issued an injunction with respect to the
Board of Directors’ decisions to call the two
shareholders’ meetings. The injunction had
been requested by the shareholders Arte Gráfico
Editorial Argentino S.A., Compañía Inversora
en Medios de Comunicación (CIMECO) S.A.,
and S.A. La Nación. Given that the issuance of
the injunction had validated Papel Prensa’s
decision to call the two shareholders’ meetings,
both were held as originally scheduled.
Nevertheless, and based on the above Resolution
No. 16,647, on October 13, 2011 the CNV
issued Resolution No. 16,671 rendering
irregular and with no effect for administrative
purposes all of the decisions made at Papel
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Prensa’s Shareholders’ Meetings held on
September 15, 2011 and September 27, 2011.
Papel Prensa filed an appeal against Resolution
No. 16,671, which is, therefore, not final.
Also based on Resolution No. 16,647, on
November 16, 2011, the CNV issued
Resolution No. 16,691 whereby the CNV
rendered irregular and with no effect for
administrative purposes the decisions made at
the Board of Directors’ Meeting held on
October 3, 2011 and the call for the Board of
Directors’ meeting on November 17, 2011.
Such Resolution is not to be deemed final since
Papel Prensa filed an appeal and requested its
nullification. In this sense, of particular note is
that: (i) at the hearing held before Federal
Commercial Court No. 26 of First Instance,
Clerk’s Office No. 52, the National
Government, Papel Prensa, AGEA, Compañía
Inversora en Medios de Comunicación
(CIMECO) S.A. and S.A. La Nación, agreed,
among other things, on the composition of the
company’s corporate bodies, and in particular
on the recognition of the authorities appointed
by the private shareholders at Papel Prensa’s
Shareholders’ meeting held on September 27,
2011, as well as on the agenda to be addressed
at the meeting of Papel Prensa’s Board of
Directors of October 3, 2011, which had been
the subject matter of Resolution No. 16,691;
and (ii) at the hearing held in April 2012 before
the same Commercial Court the National
Government, Papel Prensa, AGEA, Compañía
Inversora en Medios de Comunicación
(CIMECO) S.A. and S.A. La Nación, with
the assistance of the Argentine Securities
Commission, agreed to request the court
to order a shareholders’ meeting with an agenda
substantially similar to that of Papel Prensa’s
Shareholders’ Meeting held on September 27,
2011. The request was granted by the
intervening judge and the meeting was
scheduled for August 29, 2012. The meeting
began on that date but, as a consequence
of certain disturbances provoked by the
representative of the National Government,
the private shareholders that were present
at the meeting decided to adjourn it for 48
hours without addressing the agenda. After that,
and notwithstanding the resolution adopted at
the meeting, on August 31, 2012 Judge O’Reilly
decided to order that the adjourned meeting
would resume on September 25, 2012.
However, the meeting was not held because
the Judge subsequently held that the appeals
filed against other points of her decision
resulted in the suspension of every point of the
decision she had rendered, including the new
date scheduled for the meeting, even though
all appellants had consented to that point.
Therefore, the new date of the court-convened
meeting that began on August 29, 2012 may
not be set until the Supreme Court has rendered
its decision about the appeals against Judge
O’Reilly’s decision of August 31, 2012. Once
that occurs and the file is sent back to the
original court, Judge O’Reilly shall set a new
date to resume the meeting.
V. On June 6, 2013, the Board of Directors
of the CNV issued CNV Resolution No.
17,102, within the framework of the
Administrative File No. 1032/10, whereby it
required that: (i) certain members of Papel
Prensa’s Supervisory Committee and statutory
auditors be imposed a fine of Ps. 150,000 each;
and (ii) Papel Prensa, certain members of its
Board of Directors, one member of its
Supervisory Committee and the members of
its Oversight Board (all of them representatives
of Papel Prensa’s private shareholders) be
imposed a joint and several fine of Ps. 800,000.
Papel Prensa and its other current and former
officers appealed the fine in due time and
form. In the same appeal, they requested an
injunction to change the effect of their appeal
and suspend the application of the fine. On
October 11, 2013, Chamber 5 of the Federal
Court on Administrative Matters denied this
request, which was considered unnecessary
in the light of the settlement of the fine by the
claimants, as informed below. Notwithstanding
the above, on June 19, 2013, the Company
asked the CNV to suspend the application of
the fine until a decision was rendered by the
Court of Appeals with respect to the injunction.
The request was denied. On June 28, 2013,
the fine was paid under protest in order to
prevent its coercive enforcement by the CNV;
given that, under the new Capital Markets Law
No. 26,831, appeals may be admitted without
suspension of judgment.
VI. AGEA has not recorded any impact in
connection with the foregoing, since its effects
shall depend on the final outcome. Such
effects are not expected to be material to these
financial statements.
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Note 9
Regulatory framework for audiovisual
communication services
Until the enactment of Audiovisual
Communication Services Law No. 26,522,
the installation, operation and acquisition of
audiovisual communication services in Argentina
were governed by Broadcasting Law No.
22,285. Cable TV activities were regulated and
overseen mainly by the COMFER.
Under Law No. 22,285 broadcasting service
companies in Argentina required a non-
exclusive license from the COMFER in order
to operate. Other approvals were also required,
including the authorization from municipal
agencies. Broadcasting licenses were granted for
an initial period of 15 years, allowing for a
one-time extension of 10 years. The extension
of the license was subject to the approval
of the COMFER, which would determine
whether or not the licensee had met the terms
and conditions under which the license had
been granted. Both Cablevisión and its
subsidiaries and other subsidiaries of Grupo
Clarín that render broadcasting services,
hold licenses granted by the COMFER under
such Law. Some of Cablevisión’s licenses,
including its original license (with an extended
term that originally expired on March 31,
2006), and the licenses of other subsidiaries,
have already been extended for the above-
mentioned 10-year term.
On May 24, 2005, Decree No. 527/05
provided for a 10-year-suspension of the terms
then effective of broadcasting licenses or their
extensions. Calculation of the terms shall be
automatically resumed upon expiration of the
suspension term, subject to certain conditions.
The Decree required that companies seeking
to benefit from the extension submit to the
COMFER’s approval, within two years from
the date of the Decree, programming proposals
that would contribute to the preservation of
the national culture and the education of the
population and a technology investment project
to be implemented during the suspension term.
COMFER Resolution No. 214/07 regulated the
obligations established by Decree No. 527/05
in order to benefit from such suspension. The
proposals then submitted were approved and,
accordingly, the terms of the licenses originally
awarded to Cablevisión, as well as the terms
of the licenses to which Cablevisión became the
universal successor, and the licenses of other
subsidiaries, are currently suspended for ten years.
COMFER Resolution No. 275/09 lifted a
suspension of license grants that had been
ordered by COMFER Resolution No. 726/00
and approved the Rules governing the licensing
of Broadcasting and Supplementary Services by
means of a physical link, and set a term to apply
for licenses under an abbreviated procedure.
Therefore, Cablevisión and certain subsidiaries
purchased bidding forms to apply for new
licenses through this option in such locations
where they had not obtained the suspension of
the term ordered by Decree No. 527/05, since
the terms of those licenses had expired.
Cablevisión has requested the COMFER’s
approval of several transactions, including
certain company reorganizations and share
transfers. The request for approval of
the merger of Cablevisión and its subsidiaries
(see Note 8.1.d.) is still pending.
The Audiovisual Communication Services Law
(Law No. 26,522) was passed and enacted on
October 10, 2009, subject to strong concerns
over its content and enactment procedure.
Even though the new Law became effective on
October 19, 2009, not all of the implementing
regulations provided by the law have been
enacted. Therefore, Law No. 22,285 still applies
with respect to those matters that to date
have not been regulated, until all terms and
procedures for the regulation of the new law
are defined.
The law provides for the replacement of the
COMFER with the Audiovisual Communication
Services Law Federal Enforcement Authority
(AFSCA, for its Spanish acronym) as a
decentralized and autarchic agency under the
jurisdiction of the Executive Branch, and vests
the new agency with authority to enforce the law.
The new law, which governs the audiovisual
communication service activities conducted
by the Company through its subsidiaries,
establishes, among other things:
• A license award and review scheme that grants
wide discretion to the Executive Branch and
to an Enforcement Authority with questionable
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composition and powers,
• A 10-year limitation to the terms of licenses,
with a one-time non-renewable extension,
• The non-transferability of authorizations and
licenses,
• A regulatory framework and registration
requirements for signals, production companies
and advertising agencies,
• A multiple license scheme that: i) restricts to
10 the number of Audiovisual Communication
Service licenses, plus a single broadcasting
signal for radio, broadcast TV and subscription
cable TV services that make use of the radio
spectrum; ii) restricts the licensing of
subscription broadcasting services rendered by
means of a physical link (cable), limiting the
number of licenses to 24; iii) sets forth a further
restriction on these services, which may not
be provided to more than 35% of all inhabitants
or subscribers nationwide; iv) establishes that
a broadcast TV signal and a cable TV signal
may not be simultaneously exploited in the
same location, and v) establishes that broadcast
TV networks may only own one cable TV
signal. The same applies to cable TV networks,
which may only own the so-called “local
channel”, which is mandatory for every license
• Mandatory quotas for certain types of content.
Also controversially, the law sets forth
retroactive effects by requiring holders of current
broadcasting licenses - which were legitimately
acquired rights under Law No. 22,285 as
amended - to conform to the new law within
the term of one year counted as from the time
certain mechanisms required for implementation
are set in place.
The Executive Branch has regulated most
sections of Law No. 26,522 by means of Decree
No. 1,225/2010. The most notably arbitrary
provision of this decree is the highly discretionary
mandatory divestiture system created to
implement Section 50 of the Audiovisual
Communication Services Law (LSCA). This
system has evident confiscatory effects.
It is publicly known that several concerns
have been expressed about this law, since it has
defects that render it unconstitutional; it
seriously damages the development of the
audiovisual industry and it restricts
fundamental freedoms. Grupo Clarín and its
main subsidiaries made court filings in this
sense which gave rise to the provisional
suspension of section 161 of the Audiovisual
Communication Services Law until a final
decision was rendered.
On December 14, 2012 the Company was
served with the decision rendered by the Court
of First Instance on the merits of the case in re
“Grupo Clarín S.A. and Other v. the Executive
Branch on Declaratory Action” (File 119/10).
The judge recognized the standing of the
plaintiffs as license holders, but rejected the
unconstitutionality claim with legal costs
imposed on claimants. An appeal was filed in
due time and form and is now pending
before the Court of Appeals.
On April 17, 2013, Chamber 1 of the National
Court of Appeals on Federal Civil and
Commercial Matters rendered a decision on
the merits of the case, whereby it:
i) Confirmed the dismissal of the exception
of lack of standing brought in connection with
Grupo Clarín and Teledigital.
ii) Dismissed the claim of unconstitutionality
brought by the claimants against:
a. Section 41 of the Audiovisual Communication
Services Law, which provides that licenses are
not transferable, with an exceptional procedure
for the transfer of shares or quotas of licensees;
b. Section 161 of the Audiovisual
Communication Services Law, which requires
existing licensees to conform to the new Law;
c. Section 45, point 1, subsection a), which
limits subscription television licenses on satellite
support to one license per holder, nationwide;
d. Section 45, point 1, subsection b), which
limits audiovisual communication services
licenses that make use of the radio spectrum
to 10 licenses per holder, nationwide, except for
the provision that limits content signals to one
per holder, which was deemed unconstitutional;
e. Section 45, point 2, subsection a),
which limits AM broadcast radio licenses to
one license per holder per locality; and
f. Section 45, point 2, subsection b) which
limits FM broadcast radio licenses to one
license per holder per locality, except for
localities with more than eight FM stations,
where holders are entitled to two licenses.
The Court of Appeals also declared that
claimant has a right to be compensated for
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damages that may result from the mandatory
divestment as a consequence of the limitations
set forth under point ii. c), d), e) and f );
iii) Declared the unconstitutionality of the
following provisions:
a. Section 45, point 1, subsection c), which
limits licenses for the exploitation of audiovisual
communication services by subscription with
physical link to 24 licenses per holder,
nationwide;
b. Section 45, final paragraph, which provides
that services provided by one licensee may
not reach more than 35% of the aggregate
national population or nationwide subscribers;
c. Section 45, point 2, subsections c) and d),
which provides that holders of a broadcast
television license may not simultaneously hold
a subscription television service license in the
same locality;
d. Section 45, final paragraph, which limits
licenses granted in the same primary service area
or group of overlapping primary service areas
to three licenses per holder; and
e. Section 45, point 3, which provides that
broadcast television licensees may only own one
cable television signal and cable television
service licensees may only own a single signal
generated by such providers themselves.
The Court ordered the inapplicability of the
provisions detailed under iii. a), b), c), d) and
e), above, to the licenses exploited by claimant.
iv) Declared the unconstitutionality of section
48, second paragraph, which provides that the
multiple license regime set forth under the
Audiovisual Communication Services Law may
not be alleged as an acquired right in light of
any future amendments relating to deregulation,
demonopolization or antitrust.
v) Rejected the claim for damages as claimed
under this case-file.
vi) Revoked the decision rendered in the first
instance regarding the repeal of the injunction
granted in favor of the claimants until a final
decision is rendered.
Both parties appealed the decision rendered by
the National Court of Appeals on Federal Civil
and Commercial Matters, and the case was
subsequently submitted to the Supreme Court
of Argentina.
On December 17, 2012, the Company was
served notice of AFSCA Resolution No.
2276/2012 (File No. 1395-AFSCA/2012),
whereby AFSCA decided to initiate the ex-
officio transfer procedure, ordered the appraisal
by Court of Appraisals of Argentina of the
licenses and the essential assets related to
the various broadcasting services and ordered
the Company to respond, within the framework
of that procedure, to a request for information
about the licenses and/or services it owned
directly or indirectly. The Company appeared
before AFSCA and challenged its resolution
because it violates the injunction granted and
extended by Chamber No. 1 of the National
Court of Appeals on Federal Civil and
Commercial Matters. The Company also made
a presentation in re “Grupo Clarín S.A. and
Others on preliminary injunctions” to report
these circumstances. Consequently, on June 27,
2013, Chamber No. 1 of the Court of Appeals
ordered in re “Grupo Clarín S.A. and other
v. National Executive Branch and others
on failure to comply with injunction” (File
No. 4777/2012) that AFSCA suspend its
proceedings (File No. 1395-AFSCA/2012) and
refrain from taking any action or initiating
any similar or identical proceeding based on
Section 161 and/or its regulations during
the effectiveness of said injunction.
On October 29, 2013 the Company was served
with a decision rendered by the Supreme
Court of Argentina which ordered (i) to revoke
the decision rendered by the National Court
of Appeals on Federal Civil and Commercial
Matters on April 17, 2013 (the “Decision”) to
the extent that it declared the unconstitutionality
of Section 45, part 1, subsection “c” and final
paragraph; part 2, subsections “c” and “d” and
final paragraph; part 3 in its entirety; and part
1, subsection “b”, with respect to the limitation
to holding registered title to a single content
signal, and Section 48, second paragraph, Law
No. 26,522 and (ii) to confirm the Decision
to the extent it rejected the claim for damages as
brought under the case file.
The Company believes that the challenged
Sections -as held by the three dissenting
opinions- not only contradict the principles
of the Argentine National Constitution, but
also those of the American Convention on
Human Rights (Pact of San José de Costa Rica),
as well as recent precedents of the Inter-
American Commission on Human Rights, the
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Inter-American Court of Human Rights and
the Special Rapporteurship for Freedom
of Expression of the Organization of American
States. The claimant companies will analyze
bringing an appeal before international courts to
challenge those sections that entail an indirect
act of censorship that silence and discriminate
against critical media, and violate acquired rights.
In addition, as provided in the Court’s decision,
the Company will continue to litigate in local
courts all the aspects related to the discretionary
and selective application of the law by the
national government.
On October 31, 2013, even before the
deadline to enforce the decision rendered by
the Supreme Court of Argentina in re “Grupo
Clarín S.A. and Others v. National Executive
Branch and other re: Merely Declarative Action”
(File 119/10), the Company and some of its
subsidiaries were again served with AFSCA
Resolution No. 2276/2012 issued by the
president of that agency on December 17,
2012 within the framework of File No. 1395-
AFSCA/2012. Resolution No. 2276/2012
provides for an ex-officio proceeding
to conform the Company and some of its
subsidiaries to the provisions of the Audiovisual
Communication Services Law. The Company
and its legal advisors believe that this resolution
is absolutely null and void and have filed an
appeal to have it revoked.
Faced with the de-facto proceedings that
sought to dispossess the Company of its licenses
and assets through an ex-officio procedure,
on November 4, 2013 the Company submitted
to AFSCA and to the Supreme Court of
Argentina a voluntary proposal to conform to
the Audiovisual Communication Services Law
pursuant to section 161 of the LSCA, approved
by Grupo Clarín’s Board of Directors on
November 3, 2013, in an attempt to avoid the
forced divestiture of its assets by AFSCA.
This is also the least desirable decision, because
it contradicts Grupo Clarín’s historical strategy
of maintaining the necessary integration and
strength. The voluntary proposal -which does
not interrupt any of the judicial actions brought
by the Company to defend its rights- was
submitted together with a request that the
decision rendered by the Supreme Court of
Argentina be complied in full. That is, requesting
the involvement of an independent, unbiased
enforcement authority with technical expertise,
which may ensure a transparent and egalitarian
treatment in the enforcement of the law.
Upon review of the voluntary proposal,
AFSCA issued Resolution No. 1471/2013
whereby it suspended the Ex-Officio Transfer
Procedure commenced through AFSCA
Resolution No. 2276/2012 and stated that it
would refrain from pursuing any administrative
proceedings in that regard.
The voluntary proposal presented by the
Company is summarized as follows: The assets
of the Company and its group of companies
governed by Law No. 26,522 will be divided
into six units of audiovisual communication
services. Each of the units of audiovisual
communication services will have no corporate
relationship with the others. This way, each
will conform individually to the provisions of
Sections 45 and 46 of the Audiovisual
Communication Services Law and its regulations,
and will be divided according to the following
detail: (i) Unit I: composed by (a) ARTEAR,
owner of the signal of Canal 13 of Buenos Aires
and the news signal TN (Todo Noticias).
ARTEAR will also maintain its interest in (i)
Telecor, holder of the license of Canal 12 of
Córdoba and (ii) Bariloche TV, holder of the
license of Canal 6 of Bariloche. (b) Radio Mitre,
which will maintain the frequencies AM 790
and FM 100 in Buenos Aires, AM 810 and FM
102.9 in Córdoba, and FM 100.3 in Mendoza;
and (c) certain assets, liabilities, rights and
obligations to be spun off from Cablevisión
(“Cablevisión Spinoff 1”), which will include 24
local licenses for physical link subscription
television services, in cities where there is no
incompatibility with broadcast TV. (ii) Unit II:
composed by the surviving Cablevisión which
will continue to carry out the business activities
and operations of Cablevisión with all the assets,
liabilities, rights and obligations that are not
spun off from Cablevisión. It will include 24
licenses for physical link subscription television
services. (iii) Unit III: composed by Cablevisión
Spinoff 2 which will include assets, rights and
obligations to be spun off from Cablevisión,
including 18 licenses for physical link
subscription television services and 1 license for
radio-electric link subscription television
services. (iv) Unit IV: (a) composed by IESA,
owner of the signals TyC Sports and TyC Max;
(b) the signals El 13 Satelital, Magazine, Volver,
Quiero Música en mi Idioma, Canal Rural
and Metro-the latter involves only the
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registration for its commercialization-. (v) Unit
V: held by an individual or legal entity that
will not maintain a corporate relationship with
Radio Mitre, its controlling companies,
subsidiaries and/or controlled companies, and
which shall hold: (a) one sound frequency
modulation broadcasting service for the City of
San Miguel de Tucumán-FM 99.5, (b) one
sound frequency modulation broadcasting
service for the City of San Carlos de Bariloche-
FM 92.1, (c) one sound frequency modulation
broadcasting service for the City of Santa Fe-
FM 99.3, and (d) one sound frequency
modulation broadcasting service for the City
of Bahía Blanca-FM 96.5. (vi) Unit VI:
held by an individual or legal entity that will
not maintain a corporate relationship with
ARTEAR, its controlling companies,
subsidiaries and/or controlled companies, and
which shall hold one broadcast television license
for the City of Bahía Blanca, Province of
Buenos Aires-LU81 TV Canal 7-and an equity
interest in Cuyo Televisión S.A., holder of one
broadcast television license in Mendoza-LV83
TV Canal 9 Mendoza-. Said proposal
contemplates that the Company will continue
to own, directly or indirectly, only one of
the audiovisual communication service Units
(among those defined as Unit I and Unit II)
of the six that were described above.
The proposal will contemplate the necessary
reservations to safeguard the rights of the
Company, among which we may mention the
following: the reservation to bring the judicial
actions that may correspond in connection
with the claim for economic damages caused
to the Company and its subsidiaries as a
consequence of their adjustment to conform
to the law; the reservation to challenge the
conformity of Sections 41, 45, 48 and 161
of Law No. 26,522 to international conventions
before the Inter-American Commission on
Human Rights, the Inter-American Court of
Human Rights and other competent
International Courts; the reservation to
challenge judicially the current composition of
AFSCA for not conforming to the provisions
of Law No. 26,522 and for not being a
technical and independent agency protected
against undue interferences from the State.
In order to consolidate the number of
subscription television licenses for the purposes
of conforming Cablevisión to the Audiovisual
Communication Services Law, the Company
applied the coverage area extension mechanism
provided under section 45 of Decree No.
1225/2010 in accordance with the criterion
approved by AFSCA in the Minutes of its
Board of Directors’ Meeting No. 32/2012.
The implementation of the proposal will
necessarily involve a series of transactions that
will require in some cases a statement of
intention from the shareholders that are not
related to Grupo Clarín.
It should be noted that the proposal provides
that the three units that will result from
the adjustment of Cablevisión (Surviving
Cablevisión, Cablevisión Spinoff 1 and
Cablevisión Spinoff 2) will each have a market
share lower than the limit established by the law.
The proposal also includes other regulatory
authorizations required for its implementation
(CNV, IGJ, AFIP, SECOM, CNDC,
among others) as well as the request to be
excluded from the scope of the taxes applicable
to the transactions required to implement
the proposal.
The Company and its subsidiaries have always
abided by the laws and respected the decisions
of the judiciary: all of the judicial claims
brought by the Company since the enactment
of Law No. 26,522 had the purpose of
preserving the assets of the Company and of
its shareholders under the firm conviction that
the current structure of Grupo Clarín is the
most efficient, both from the operational and
the economic perspective, for its shareholders,
employees, customers, suppliers and the
community as a whole. The Board understands
that the Company has presented the alternative
that most mitigates the damages caused
by having to comply with the Supreme Court
decision, taking into consideration what the
Board believes to arise clearly from the multiple
license regime and the admissibility conditions
provided by Law No. 26,522.
Once it is declared formally admissible by
AFSCA, which occurred on February 18,
2014, as mentioned under Note 25.d,
the implementation of the proposal requires
the intervention of other governmental and
oversight agencies and the approval of the
shareholders at the respective Shareholders’
Meetings in order to carry out the restructuring
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and the transfer of licenses, assets, liabilities
and operations to third parties, which must then
receive final approval from AFSCA by means
of an act that declares that the process has been
duly completed.
The implementation of this proposal, if
approved without any changes as presented by
the Company, which mainly consists in the
transfer of assets, may entail a strong reduction
of its operating income and its profitability
in the Cable Television and Internet Access
segment and/or a strong reduction of
its operating income and profitability of the
Broadcasting and Programming segment,
depending on the choices made by the
Company. The above-mentioned considerations
and the limits to the growth of Grupo Clarín
imposed by this law, against world trends and
against legitimately acquired rights, will surely
have an impact on the potential value of Grupo
Clarín. The proposal’s implementation process
and the results that may eventually occur will
depend on a series of approvals and decisions
from regulatory agencies, the Company and the
subsidiaries involved (including the respective
shareholders) and from all the parties involved
in this process, which has just began.
A scenario different from the one considered
by the Company and its subsidiaries, additional
limitations to those contemplated in its
voluntary conforming proposal and/or a forced
divestiture process may give rise to different
results and, eventually, adverse consequences.
As of the date of these financial statements and
given the current uncertainties regarding the
effective evolution of the process of conforming
the Company and its subsidiaries to the
Audiovisual Communication Services Law, the
existing restrictions imposed by the regulatory
framework and the conditions in which
these processes will be effectively carried out,
the Company cannot provide assurance about
the final value to be obtained as a result of the
divestiture or about the results of that process.
In this sense, it should be noted that the
decision rendered by the Supreme Court of
Argentina on October 29, 2013 expressly
states the claimant companies’ right to claim
economic damages caused to the Company
and its subsidiaries as a consequence of the
adjustment to conform to the law. Accordingly,
under the proposal submitted to AFSCA
on November 4, 2013 the Company expressly
reserved its right to bring judicial actions to
claim for those damages.
Additionally, AFSCA issued Resolution No.
432/2011, whereby it approved new bidding
terms and conditions for the granting of
licenses for physical link television services.
Cablevisión complied with AFSCA Resolution
No. 296/2010, which provides guidelines for
the organization of the programming grid that
must be followed by the owners of pay TV
audiovisual services. This resolution regulates
section 65, subsections a) and b) of Law No.
26,522. The Resolution supplements the
provisions of the regulations to the same section
of Decree No. 1,225/2010. Cablevisión
believes that both the provisions of Decree No.
1,225/2010 and AFSCA Resolution No.
296/2010 are regulatory abuses and violate the
right to freedom of the press, guaranteed by
the National Constitution.
In spite of Cablevisión’s efforts to organize
its programming grids in accordance with the
provisions of section 65 of Law No. 26,522,
AFSCA has initiated multiple summary
proceedings in connection with the cable
television licenses of which Cablevisión
is the lawful successor. AFSCA contends that
Cablevisión failed to comply with the
regulations set forth by AFSCA Resolution No.
296/2010. Cablevisión submitted the responses
set forth under section 1, Exhibit II of AFSCA
Resolution No. 224/2010 in connection with
such accusations. A decision has been rendered
on some of the summary proceedings and,
as a result, a fine was imposed on Cablevisión.
Cablevisión has appealed these decisions. Some
of the appeals filed by Cablevisión have been
decided against it and have again been appealed.
Insofar as Cablevisión is concerned, as of the
date of these financial statements, an
injunction issued in re “CABLEVISIÓN S.A.
v. NATIONAL GOVERNMENT AND
OTHERS ON COMPLAINT FOR THE
PROTECTION OF CONSTITUTIONAL
RIGHTS” by the Federal Court of Appeals
of the City of Mar del Plata, whereby that
Court revoked the decision rendered in the First
Instance, remains in full force and effect. The
decision rendered in the First Instance had
ordered the dismissal of Cablevisión’s request.
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The Court of Appeals ordered AFSCA to
suspend - until a final decision was rendered
on the matter - the application of the penalties
derived from the alleged non-compliance
with section 65 of Law No. 26,522 and
Decree No. 1,225/2010. It also suspended
the application of section 6 of AFSCA
Resolution No. 296/2010 on the grounds
that Cablevisión’s alleged serious non-
compliance was not contemplated in the
Law or in the Decree. The National
Government filed an appeal with the Supreme
Court against this decision. Such appeal is
still pending resolution.
In re “AFSCA v. CABLEVISION SA Decree
1225/10 - RES. 296/10 on/ Proceeding leading
to a declaratory judgment” currently pending
before the Federal Court of First Instance on
Administrative Matters No. 9, on May 16, 2012
the Court granted an injunction that had been
requested by AFSCA, ordering Cablevisión
and/or the pay television audiovisual services it
exploits, to conform to Section 65, paragraph
3 b) of Decree No. 1225/2010 and Sections 1,
2, 3, 4 and 5 of AFSCA Resolution No.
296/2010, until a final judgment is rendered
on the merits of the case. Cablevisión has
appealed such injunction.
On August 6, 2012, Cablevisión was served
notice of a decision rendered by the Federal
Court of First Instance on Administrative
Matters No. 9 of the City of Buenos Aires,
whereby that court imposed a fine on
Cablevisión of Ps. 20,000 per day for each day
of delay in complying with the injunction
that ordered Cablevisión to comply with Section
65 of Decree No. 1225/2010 and AFSCA
Resolution No. 296/2010. Cablevisión filed
an appeal against that decision in due time and
form. However, the Court of Appeals ignored
the strong grounds asserted by Cablevisión;
partially confirmed the decision rendered in the
first instance; and reduced the fine to Ps. 2,000
per day for each day of delay, to be calculated
as from the date the decision is deemed final.
That decision was appealed before the Supreme
Court of Argentine and is still pending
resolution. On October 21, 2013 Cablevisión
was served with new charges brought for alleged
noncompliance with AFSCA Resolution No.
0296/2010. These charges are in clear breach
of the injunction. Accordingly, Cablevisión
filed an appeal.
Between September and October 2011,
AFSCA brought 46 charges of delegation of
the exploitation of several licenses of which
Cablevisión is currently the legal successor.
The charges were brought within the framework
of COMFER file No. 2,005/08, relating to
the registration of the corporate reorganization
whereby Multicanal and Teledigital, among
other subsidiaries, merged into Cablevisión.
Cablevisión has submitted the appropriate
responses on behalf of the merged licensees
charged as indicated above. To date, such
responses have not been decided upon.
Cablevisión believes it has strong grounds to
reverse the charges brought by administrative
and/or judicial means. As of the date of
these financial statements, the responses
submitted are still pending resolution.
On August 21, 2013, AFSCA issued
Resolution No. 979/AFSCA/2013 whereby it
partially regulated Section 67 of the Audiovisual
Communication Services Law, ordering the
licensees governed by such provision, including
broadcast television signals and subscription
television signals generated by service providers
themselves, to report in the form of an affidavit
the list of national feature films and telefilms
for which they have acquired broadcasting
rights, and ordering that these films be
broadcast. For that purpose, AFSCA created a
form of AFFIDAVIT that must be filed during
the first quarter of each calendar year with
respect to the preceding calendar year, so that
the affidavits may be used to keep a record,
together with an on-line record, of each
company’s compliance with that provision.
The screening quota ordered pursuant to
Section 67 of the Audiovisual Communication
Services Law creates an obligation to broadcast
as television premiers each year at least eight
(8) national feature films, with the option to
include among these up to three (3) national
telefilms, in both cases produced mainly by
national independent producers whose
broadcasting rights have been purchased prior
to shooting. Subscription television licensees
and broadcast television service licensees that
account for a coverage area of less than twenty
percent (20%) of the country’s population may
choose to comply with the required screen
quota by acquiring, prior to shooting, the
broadcasting rights over national feature films
and telefilms produced by national independent
producers, for a value equal to zero point fifty
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per cent (0.50%) of their annual gross revenues
in the preceding year. The partial regulation
of Section 67 under Decree No. 1225/2010
also provided that in order to facilitate the
acquisition of broadcasting rights, the National
Institute of Film and Audiovisual Arts-INCAA,
for its Spanish acronym-would create a registry
of national feature films and telefilms produced
by national independent producers that may
be acquired. That registry will be published
on the INCAA website in real time. AFSCA
Resolution No. 979/AFSCA/2013 provides that
the licensees governed by Section 67 of Law
No. 26,522 may acquire broadcasting rights
from the registry created pursuant to INCAA
Resolution No. 151-INCAA/13, which may be
accessed through the website www.incaa.gob.ar.
Resolution No. 979/AFSCA/2013 allows for
the possibility to broadcast feature films that
were not acquired prior to shooting, when such
option is grounded on the impossibility to do
so due to the time it takes to go from shooting
to broadcasting. The insufficient and recent
regulation of Section 67 of the Audiovisual
Communication Services Law allows one to
assume that in the first quarter of the coming
year, licensees will only be under the obligation
to inform the acquisition of broadcasting rights
to be screened after the issuance of Resolution
No. 979/AFSCA/2013, and that licensees will
necessarily invoke the exception provided for
the broadcast of feature films that have already
been shot. Section 67 of the Audiovisual
Communication Services Law, which sets screen
quotas, may be deemed unreasonable and,
therefore, unconstitutional.
Even though Grupo Clarín’s subsidiaries have
challenged the validity or constitutionality of
some regulations imposed by the Enforcement
Authority, they have fully complied with the
required procedures only in the event that such
requirements may be considered valid, for the
purposes of safeguarding their rights.
The considerations mentioned in this note
generate uncertainties about the business
of the Company and its subsidiaries that could
significantly affect the recoverability of the
Company’s relevant assets.
The decisions made on the basis of these
financial statements should consider
the eventual impact of the above-mentioned
situations. The financial statements of the
Company and its subsidiaries should be read in
the light of this uncertain environment.
Other Matters Related to the COMFER,
now AFSCA.
Cablevisión
As from November 1, 2002 and until
December 31, 2013, the COMFER and AFSCA
initiated summary administrative proceedings
against Cablevisión and Multicanal
(merged into Cablevisión) for infringements
of regulations regarding the content of
programming. Accordingly, a provision has
been set up in this regard.
ARTEAR
As of December 31, 2013, ARTEAR recorded
a provision in the amount of approximately
Ps. 8.6 million for fines imposed by the
COMFER and AFSCA, some of which have
been appealed and are pending resolution.
Note 10
Call options
ARTEAR
Pursuant to ARTEAR’s acquisition of 85.2%
of its subsidiary Telecor’s capital stock in
2000, Telecor’s sellers have an irrevocable put
option of the remaining 755,565 common,
registered, non-endorsable shares, representing
14.8% of the capital stock and votes of
Telecor, for a 16-year term as from March 16,
2010 at a price of USD3 million and ARTEAR
has an irrevocable call option for such shares
for a term of 26 years as from March 16, 2000
at a price of approximately USD4.8 million,
which will be adjusted at a 5% nominal annual
rate as from April 16, 2016. Subsequently,
under an addendum to the original agreements,
the beginning of the effectiveness of the
irrevocable put option was changed from March
16, 2010 to March 16, 2013. On March 15,
2013 an additional addendum to the agreement
was signed whereby the beginning of the
effectiveness of the irrevocable put option was
changed once again from March 16, 2013 to
March 16, 2016.
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Note 11
Financial instruments
11.1 - Financial Risks Management (*)
(*) The amounts included in this note are stated
in millions of Argentine pesos.
Grupo Clarín is a party to transactions
involving financial instruments, which entail
exposure to market, currency and interest rate
risks. The management of these risks is based
on the particular analysis of each situation,
taking into account its own estimates and those
made by third parties of the evolution of the
respective factors.
11.1.1 Capital Risk Management
Grupo Clarín manages its capital structure
seeking to ensure its ability to continue
as an ongoing concern, while maximizing the
return to its shareholders through the
optimization of debt and equity balances.
As part of this process, Grupo Clarín monitors
its capital structure through the debt-to-equity
ratio, which is equal to the quotient of its net
debt (Debt less Cash and Cash Equivalents)
divided by its adjusted EBITDA.
The debt-to-equity ratio for the reporting years
is as follows:
December 31, 2013
December 31, 2012
4,139
(1,333)
(317)
2,489
3,274
0.76
3,187
(623)
(681)
1,883
2,773
0.68
CMD
Pursuant to CMD’s acquisition of 60.0% of
Interpatagonia S.A.’s (now Interwa S.A.) capital
stock in 2007, CMD and the sellers granted
each other reciprocal call and put options on all
of the shares owned by each of the parties,
effective from August 1, 2011 to July 31, 2012.
Subsequently, in connection with the
acquisition mentioned in Note 12.e., on August
17, 2011, CMD and the seller executed a
new agreement whereby they granted each new
reciprocal call and put options on all of the
shares owned by each of the parties. The price
of the shares varies depending on who exercises
the option, which is effective from August 1,
2014 to December 31, 2014.
The balances arising from the put options
mentioned above are disclosed in the item
Other Current and Non-Current Liabilities of
the Balance Sheet, with an offsetting entry in
Other Reserves and Non-Controlling Interest
under Equity.
Loans (i)
Less: Cash and Cash Equivalents
Cash and Banks
Other Current Investments
Net Debt
Adjusted EBITDA
Debt-to-Equity Ratio
(i) Long-term and short-term loans, including
derivatives and financial guarantee agreements.
The debt-to-equity ratio is reasonable compared
to other industry players and considering
the particular situation of Argentina and of the
companies that make up Grupo Clarín.
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11.1.2 Categories of Financial Instruments
Financial Assets
Loans and Receivables (1)
- Cash and Banks
- Current Investments
- Receivables (2)
At fair value with an impact on net income
- Current Investments
Total Financial Assets
Financial Liabilities
At amortized cost
- Debt (3)
- Accounts Payable and Other Liabilities (4)
At fair value with an impact on net income
- Derivatives
Total Financial Liabilities
(1) Net of the allowance for doubtful accounts of
approximately Ps. 154 million and Ps. 126 million,
respectively.
(2) Includes receivables with related parties of
approximately Ps. 67 and Ps. 80 million, respectively.
(3) Includes loans with related parties of approximately
Ps. 17 million and Ps. 19 million, respectively.
(4) Includes debts with related parties of approximately
Ps. 69 million and Ps. 87 million, respectively.
11.1.3 Objectives of Financial Risk
Management
Grupo Clarín monitors and manages the
financial risks related to its operations; these
risks include market risk (including exchange
risk, interest rate risk and equity price risk),
credit risk and liquidity risk.
Grupo Clarín does not enter into financial
instruments for speculative purposes as common
practice.
December 31, 2013
December 31, 2012
1,333
463
2,829
312
4,937
4,139
2,534
-
6,673
623
235
2,171
550
3,579
3,187
2,185
4
5,376
11.1.4 Exchange Risk Management
Grupo Clarín enters into certain foreign
currency transactions; therefore, it is exposed to
exchange rate fluctuations.
During the preceding year, certain subsidiaries
of Grupo Clarín entered into foreign currency
forward transactions.
The following table shows the monetary assets
and liabilities denominated in US dollars, the
main foreign currency involved in Grupo
Clarín’s transactions, at the closing of the years
ended December 31, 2013 and 2012:
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Assets
Other Receivables
Trade Receivables
Other Investments
Cash and Banks
Total Assets
Liabilities
Long-Term Debt
Sellers financing
Other Liabilities
Trade Payables and Other
Total Liabilities
Bid/offered exchange rates as of December 31,
2013 and 2012 were of Ps. 6.48 and Ps. 4.88;
and Ps. 6.52 and Ps. 4.92; respectively.
The Central Bank of Argentina and the
Argentine Federal Revenue Service issued certain
resolutions related to the exchange market,
establishing regulations on the requirements
for accessing such market. These financial
statements have been prepared based on the
assumption that the Company will be able to
access such market in order to purchase the
foreign currency needed to meet its obligations.
11.1.4.1 Foreign Exchange Sensitivity Analysis
Grupo Clarín is exposed to exchange risk,
mainly with respect to the US dollar.
Taking into consideration the balances disclosed
above, Grupo Clarín estimates that the impact
of a 20% favorable/unfavorable fluctuation
of the US dollar exchange rate would generate
an income/loss before taxes of approximately
Ps. 420 million and Ps. 477 million as of
December 31, 2013 and 2012, respectively.
While income from foreign exchange agreements
in case of a 20% favorable/unfavorable
fluctuation of the US dollar exchange rate would
generate a gain/loss before taxes of approximately
Ps. 10 million as of December 31, 2012.
The sensitivity analysis presented above is
hypothetical since the quantified impact is not
USD (in millions)
USD (in millions)
December 31, 2013
December 31, 2012
14
64
83
125
286
571
1
5
29
606
11
26
77
61
175
620
-
6
32
658
necessarily an indicator of the actual impact,
because exposure levels may vary over time.
Additionally, even though Grupo Clarín conducts
its operations in Argentine pesos, an eventual
devaluation of that currency may have an indirect
impact on its operations, depending on the
ability of the relevant suppliers to reflect that
effect on their prices.
11.1.5 Interest Rate Risk Management
Grupo Clarín is exposed to interest rate risk
basically through Cablevisión, certain of its
subsidiaries and ARTEAR. This is due to the fact
that these companies have taken loans at fixed
and variable interest rates and have not entered
into hedge agreements to mitigate these risks.
If interest rates had eventually been 100 basic
points higher and all the variables had remained
constant, the additional estimated loss before
taxes would have been of approximately Ps. 3.8
million and Ps. 6.2 million as of December 31,
2013 and 2012, respectively.
11.1.6 Equity Price Risk Management
Grupo Clarín is exposed to equity price risk
in connection with its holdings of mutual funds,
securities and bonds and foreign exchange
agreements.
Its sensitivity to the variation in the price of these
instruments is detailed below:
December 31, 2013
December 31, 2012
Investments valued at quoted prices at closing (Level 1)
Other debt instruments valued at quoted prices at closing
163
-
390
4
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The estimated impact of an eventual 10%
favorable/unfavorable fluctuation of the quoted
price of mutual funds, assuming that all
the other variables remain constant, would
generate an income/loss before taxes of
approximately Ps. 16 million and Ps. 39 million
as of December 31, 2013 and 2012,
respectively. While income from foreign
exchange agreements in case of a 10% favorable/
unfavorable fluctuation of the US dollar
exchange rate would generate a gain/loss before
taxes of approximately Ps. 10 million as of
December 31, 2012.
A potential 10% favorable/unfavorable
fluctuation of the quoted price of investments
valued as Level 2 would generate an income/
loss before taxes of approximately Ps. 15 million
as of December 31, 2013.
11.1.7 Credit Risk Management
Credit risk is defined as the risk that one of
the parties may breach its contractual
obligations, generating an eventual financial
loss for Grupo Clarín.
Credits involving the Cable Television and
Internet Access Segment
The credit risk affects cash and cash
equivalents, deposits held at banks and financial
institutions, as well as credit exposures with
clients, including other remaining credits and
transactions involved. The companies that
operate in this segment actively monitor the
credit worthiness of their treasury instruments
and the counterparties related to derivatives
in order to minimize credit risk. Upon
expiration of invoices issued, if they are still
outstanding, these companies file several claims
for collection purposes.
Bank deposits are held in renowned institutions.
No significant credit risk concentration is
observed concerning clients, due to the
atomization of the subscriber base.
As of December 31, 2013 and 2012, non-
impaired past due trade receivables amounted
to approximately Ps. 238.6 million and
Ps. 152.1 million, respectively. These trade
receivables are mainly from Cablevisión and
they are in most cases up to 3 months
overdue. These receivables involve subscribers
with no recent insolvency record.
As of the same dates, the allowance for bad
debts amounted to Ps. 189.3 million and
Ps. 79.2 million, respectively. This allowance for
trade receivables is sufficient to cover the past
due doubtful receivables.
Credits of the Printing and Publishing
Segment
The companies that operate in this segment
conduct an analysis of the clients’ financial
position at the beginning of the business
relationship, through a credit risk report
requested from several credit rating agencies.
The credit amount granted to each client is
monitored on a daily basis, with reports being
submitted to the financial management.
The credit risk affects cash and cash equivalents,
deposits held at banks and financial institutions,
as well as credit granted to clients.
The maximum theoretical credit risk exposure
of the companies operating in this segment
is represented by the book value of net financial
assets, disclosed in the consolidated balance
sheet.
For the purposes of conducting an analysis of
the suitability of the allowance for bad debts,
these companies consider each client on a case
by case basis, verifying, among other factors,
if there is any record of delinquency, risk
of bankruptcy, insolvency proceeding or other
judicial proceeding. Trade receivables comprise
a significant number of clients and are internally
classified among the following categories:
Advertising, Official, Distribution, Internet and
Subscriptions, among others.
The companies that operate in this segment
have recorded an allowance for doubtful
accounts accounting for 5% and 4% of
accounts receivable as of December 31, 2013
and 2012, respectively.
The companies that operate in this segment did
not set up an allowance for bad debts for those
amounts in which no significant change was
recorded in the credit rating, considering such
amounts as recoverable.
The companies that operate in this segment
have a wide range of clients, including
individuals, businesses - medium-and-large-sized
companies - and governmental agencies.
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149
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Therefore, these companies’ receivables are not
subject to credit risk concentration.
Credits from the Broadcasting and
Programming Segment
Credit risk represents for the companies that
operate in this segment the risk of incurring in
losses arising from possible breaches of the
contractual obligations assumed by business or
financial counterparties. This risk may be due
to economic or financial factors, or to particular
circumstances of the counterparty, or to other
economic, commercial or administrative factors.
Credit risk affects cash and cash equivalents,
deposits held at banks and financial institutions
in a wide sense, and every form of credit
granted to the companies that operate in this
segment. The maximum exposure to credit
risk is represented by the value of financial assets
considered as a whole, recorded in the
Consolidated Balance Sheet under Cash and
Banks, Other Investments, Trade Receivables
and Other Receivables.
Financial instruments are executed with
creditworthy banks and financial institutions
renowned in the market and for terms not
longer than three months. In this sense,
the companies that operate in this segment
have a policy of diversifying their investments
among different banks and financial
institutions, thus reducing the concentration
risk in only one counterparty.
As to the credit risk related to financial credit,
the companies that operate in this segment
evaluate the credit standing of the different
counterparties to define their investment levels,
based on their equity and credit rating. As to
Trade Receivables, such companies have a
wide range of clients, categorized depending on
the type of business. These categories are:
Information as of December 31, 2013:
Maturities
Matured
Without any established term
First Quarter 2014
Second Quarter 2014
Third Quarter 2014
Fourth Quarter 2014
More than 1 year
Advertising, Signals, Programming and other.
Within this classification, clients can also be
classified as advertising agencies, direct
advertisers, distributors of cable TV, broadcast
TV stations and other, each of them of a
different magnitude. Due to this diversity of
clients, there is not a significant credit risk
concentration in this respect.
The allowance for bad debts is set up upon
conducting an analysis of the debtor portfolio,
which is recorded as follows:
- In the case of individual risks identified
(risks of bankruptcy, insolvency proceedings or
judicial proceedings pending with the
company), for its total value.
- The rest of the cases is decided based on
the aging of the past due debt, the progress of
the collection procedures, the solvency
conditions and the variations observed in the
clients’ settlement periods.
11.1.8 Liquidity Risk Management
Liquidity risk is the risk that Grupo Clarín may
not be able to fulfill its financial obligations at
maturity. Grupo Clarín manages liquidity risk
through the management of its capital structure
and, if possible, the access to different capital
markets. It also manages liquidity risk through a
constant review of the estimated cash flows to
ensure that it will have enough liquidity to
fulfill its obligations.
11.1.8.1 Interest Rate Risk and Liquidity Risk
Table
The following table shows the breakdown of
financial liabilities by relevant groups of
maturities based on the remaining period as
from the date of the balance sheet through the
contractual maturity date. The amounts
disclosed in this table represent undiscounted
cash flows (principal plus contractual interest).
Long-Term Debt
Other Debts
-
8
859
252
468
112
3,343
5,042
608
166
1,414
180
20
22
238
2,648
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Information as of December 31, 2012:
Maturities
Matured
Without any established term
First Quarter 2013
Second Quarter 2013
Third Quarter 2013
Fourth Quarter 2013
More than 1 year
11.1.9 Financial Instruments at Fair Value
The following table shows Grupo Clarín’s
financial assets and liabilities measured at fair
value at the closing of the reporting year:
Long-Term Debt
Other Debts
-
1
274
127
201
94
3,266
3,963
508
195
1,202
225
12
10
154
2,306
December 31, 2013
Quoted Prices
(Level 1)
Other Significant
Observable Items
(Level 2)
Assets
Current Investments
312
163
149
December 31, 2012
Quoted Prices
(Level 1)
Other Significant
Observable Items
(Level 2)
Assets
Current Investments
Liabilities
Financial Instruments
550
4
390
-
160
4
Financial assets and liabilities are valued using
quoted prices for identical assets and liabilities
(Level 1), and the prices of similar instruments
arising from sources of information available
in the market (Level 2). At the closing of
the reporting years, Grupo Clarín did not have
any financial asset or liability for which a
comparison had not been conducted against
observable market data to determine their fair
value (Level 3).
11.1.10 Fair Value of Financial Instruments
The book value of cash, accounts receivable and
current liabilities is similar to their fair value,
due to the short-term maturities of these
instruments.
The fair value of non-current financial liabilities
(Level 2) is measured based on the future
cash flows of those liabilities, discounted at a
representative market rate available to Grupo
Clarín for liabilities with similar terms (currency
and remaining term) prevailing at the time of
measurement.
The following table shows the estimated fair
value of non-current financial liabilities:
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December 31, 2013
December 31, 2012
Book Value
Fair Value
Book Value
Fair Value
Non-Current Debt
2,845
2,658
2,683
2,469
11.1.11 Considerations about the Economic
Environment
The economic environment in which the
Company operates has been recently affected,
and especially after the closing date of these
consolidated financial statements, by a
devaluation of the Argentine peso with respect
to the US Dollar of approximately 20%, by the
acceleration in inflation levels and by a decrease
in the Central Bank’s international reserves.
Note 11.1.4.1 shows a sensitivity analysis in
case of foreign exchange fluctuations, indicating
the estimated impact of a devaluation similar
to the one that took place (loss) on the foreign
exchange position at year-end.
Note 12
Interests in subsidiaries and affiliates
a. During 2007, AGEA increased its interest
in CIMECO from 33.3% to 50.0%, and
executed call and put options on an additional
interest in CIMECO’s capital stock. During
2008, AGEA partially assigned the rights and
obligations arising from such options to its
subsidiary AGR and to the Company.
Subsequently, in 2008, AGEA, AGR and the
Company exercised such call option, increasing,
directly and indirectly, the Company’s equity
interest in CIMECO and Papel Prensa to 100%
and 49%, respectively.
On April 10, 2008, the Company and the
parties to the above-mentioned transaction
notified CNDC of such transaction and on May
12, 2008 filed form F-1. After such notice and
as of the date of these financial statements, the
Company submitted additional information
requested by the CNDC. As of the date of these
financial statements, the above transaction is
subject to administrative approvals.
b. On January 11, 2008, IESA acquired the
controlling interest of a group of companies
mainly engaged in sports journalism, production
and commercialization of shows, and the
production of motor racing television
broadcasting. The share purchase agreement sets
forth certain objectives to be met by such
group of companies. In case of breach of such
provision, the sellers shall have to pay an
indemnification. These transactions are subject
to administrative approvals.
c. On September 2, 2008, ARTEAR increased
its equity interest in Pol-Ka and SB Producciones
S.A. to 55% of such companies’ capital stock
and votes, thus acquiring a controlling interest in
both companies, in which it previously exercised
common control. These transactions are subject
to administrative approvals.
d. On February 10, 2011, CMD sold to a third
party all of its shares of Dinero Mail, for
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amount, USD 0.2 million was held in escrow.
As of the date of these consolidated financial
statements the deposits held in escrow amount
to USD 0.1 million.
h. On November 14, 2013 ARTEAR assigned,
sold and transferred to South Media Investments
S.A. all of its equity interest in Ideas del Sur S.A.
(“IDS”), accounting for 30% of the capital stock
and votes of that company, together with all
the political and economic rights inherent to the
shares. The sale price was set at USD 12 million,
which was collected in full at year-end. The
assignment, sale and transfer of those shares was
carried out under the then current economic,
financial, equity, tax and legal conditions of the
shares and IDS considered as a whole and in
their entirety. Accordingly, ARTEAR was held
harmless from any and all responsibility regarding
the existence of any “certain”, “contingent” or
“hidden” liabilities (current or non-current)
of IDS, whose cause or title goes back to a date
which is earlier than the date of the closing
of the transaction, regardless of whether those
liabilities were or were not disclosed in IDS’
financial statements. Based on the above, South
Media Investments S.A. assumed the risk of the
existence and/or emergence of liabilities in
connection with IDS whose cause or title goes
back to a date prior to the date of the closing of
the transaction, regardless of whether such
liabilities already existed or may become evident
or enforceable in the future, and firmly and
irrevocably waived its right to bring any claim
to which it may be deemed entitled against
ARTEAR in this respect, holding it harmless -
also firmly and irrevocably- from any and all
liability for such cause and in that respect.
approximately USD 4.4 million in cash; part of
the price was withheld as guarantee.
e. On August 17, 2011, CMD executed a stock
purchase agreement, whereby it increased
by 20% its interest in Interpatagonia S.A. (now
Interwa S.A.), where it now holds 80% of the
capital stock. CMD paid approximately Ps. 4.3
million in consideration for the shares.
f. On October 3, 2011 the Company’s subsidiary
AGR acquired 65.46% of the capital stock
and votes of Cúspide Libros S.A. and 2.40% of
the capital stock and votes of Librerías Fausto
S.A.C.E.I. (controlled by Cúspide Libros S.A.).
The transaction amounted to USD 2.8 million
and Ps. 3.8 million.
g. On July 15, 2012, subject to the fulfillment
of certain conditions precedent, each of
Cablevisión’s Paraguayan subsidiaries (Cable
Visión Comunicaciones S.A., Televisión
Dirigida S.A., Consorcio Multipunto Multicanal
S.A. and Producciones Unicanal S.A.) entered
into an agreement with a Paraguayan company,
whereby they agreed to assign most of their assets
and operations. Such conditions precedent were
fulfilled on October 1, 2012 and the agreed-
upon assignment was executed for a total
consideration of USD 142.4 million. Out of that
amount, USD 6.7 million was held in escrow.
As a result of that operation, Cablevisión
obtained a net consolidated gain after taxes of
approximately Ps. 444 million, which, taking
into consideration the Company’s equity interest
in Cablevisión, accounts for a gain of
approximately Ps. 180 million after taxes. As of
the date of these consolidated financial
statements the deposits held in escrow amount to
USD 3 million.
Cablevisión S.A. had a 70% interest in such
subsidiaries and the remaining 30% was held by
minority shareholders. On October 1, 2012
the minority shareholders transferred their equity
interests to the majority group for an aggregate
consideration of USD 31.5 million.
On October 1, 2012, Cablevisión sold its
equity interest in Teledeportes Paraguay S.A. for
approximately USD 6.8 million. Out of that
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Note 13
Discontinued operations
The results of operations of Cablevisión’s
Paraguayan subsidiaries (see Note 12.g)
are disclosed under discontinued operations
as of December 31, 2012:
Revenues
Cost of Sales
Gross income
Administrative Expenses
Selling Expenses
Financial Income
Financial Costs
Other Income and Expense, net
Income before Income Tax
Income Tax
Income for the year from discontinued operations
For a better understanding of the Consolidated
Statement of Cash Flows as of December 31,
2012, below is a detail of the total net balances
from discontinued operations):
Cash flows (used in) / generated by operating activities
Cash flows generated by (used in) investing activities
Cash flows generated by (used in) financing activities
Financial results generated by (used in) cash
Total Cash provided for the Year
Note 14
Reserves, retained earnings and dividends
Balances at the beginning of the year:
Legal Reserve
Accumulated Results
Other Reserves
Optional Reserves
Total
Net Income Attributable to the Parent Company
Dividend Distribution
Changes in Reserves for Acquisition of Minority Interests
Balance at the end of the year
December 31, 2012
234,015,395
(105,770,126)
128,245,269
(51,581,016)
(16,117,563)
3,943,864
(4,140,628)
519,586,568
579,936,494
(57,630,783)
522,305,711
December 31, 2012
(168,265,638)
172,946,069
68,719,855
4,024,959
77,425,245
December 31, 2013
December 31, 2012
88,652,667
481,152,598
5,207,274
1,381,400,655
1,956,413,194
479,831,556
-
-
2,436,244,750
64,740,233
1,539,154,967
(18,384,533)
-
1,585,510,667
482,310,720
(135,000,000)
23,591,807
1,956,413,194
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a. Grupo Clarín
On April 25, 2013, at the Annual Regular
Shareholders’ Meeting of Grupo Clarín,
the shareholders decided, among other things,
to appropriate the net income for the year
2012, which amounted to Ps 482,310,720, as
follows: (i) Ps. 24,057,630 to the legal reserve,
(ii) Ps. 1,158,122 to absorb accumulated
deficit and (iii) Ps. 457,094,968 to an optional
reserve to provide financial aid to subsidiaries
and in connection with the Audiovisual
Communication Services Law.
b. Cablevisión
On April 23, 2013, at the Annual General
Regular and Special Shareholders’ Meeting of
Cablevisión, its shareholders decided to
Note 15
Non-controlling interest
distribute cash dividends in the amount of
Ps. 250 million, payable in two equal
installments, as determined by the Board of
Directors. Out of such amount, approximately
Ps. 100 million corresponds to the non-
controlling interest in that company. On May
6, 2013, the Board of Directors of Cablevisión
decided to make available to shareholders as
from May 9, 2013 the amount of Ps. 175
million corresponding to the first installment
and a portion of the second installment of
the approved dividends. In addition, on May
20, 2013 the Board of Directors of Cablevisión
decided to make available to shareholders
as from May 24, 2013 the amount of Ps. 75
million, thus settling the second installment
of the approved dividends.
December 31, 2013
December 31, 2012
Balances as of January 1
Equity in the Earnings of Other Companies for the year
Dividends and Other Movements of Non-Controlling Interest
Changes in Reserves for Acquisition of Minority Interests
Variation in Translation Differences of Foreign Operations
Balance at the end of the year
1,374,568,933
320,834,218
(98,535,681)
-
152,018,384
1,748,885,854
1,063,645,779
490,020,368
(290,063,721)
15,782,911
95,183,596
1,374,568,933
The following is a detail of certain
supplementary information required by IFRS
about the non-controlling interest in
Cablevisión. The information corresponds to
the subsidiary’s identifiable assets and liabilities
Country
Non-controlling interest percentage
Comprehensive income for the year allocated
to non-controlling interest
Accumulated non-controlling interest at year-end
Summarized financial information:
Dividends distributed to Non-Controlling Interests
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Revenues
Income from Continuing Operations
Income/Loss from Discontinued Operations
Other Comprehensive Income
Total Comprehensive Income
Cash and Cash Equivalents
on which the Company values its investment.
The amounts are stated in millions of pesos and
do not take into consideration intercompany
deletions.
December 31, 2013
December 31, 2012
Argentina
40.1%
Argentina
40.1%
377
1,492
100
2,095
7,386
2,639
2,949
9,749
713
-
309
1,022
1,013
379
1,215
87
1,686
6,263
1,828
4,826
7,602
482
499
181
1,162
919
154
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Note 16
Balances and transactions with related parties
The following table contains the outstanding
balances with related parties:
Other Receivables
Non-Current
Under Joint Control
Current
Under Joint Control
Other Related Parties
Trade Receivables
Current
Under Joint Control
Other Related Parties
Trade Payables and Other
Current
Under Joint Control
Other Related Parties
Long-Term Debt
Non-Current
Under Joint Control
Current
Other Related Parties
Other Liabilities
Current
Other Related Parties
The following table shows the operations with
related parties for the years ended December 31,
2013 and 2012:
December 31, 2013
December 31, 2012
18,520,453
18,520,453
2,953,528
20,502,373
23,455,901
22,442,531
2,160,368
24,602,899
56,726,060
11,522,480
68,248,540
6,410,285
6,410,285
10,948,588
10,948,588
17,312,664
17,312,664
3,946,590
16,145,105
20,091,695
41,450,950
1,442,310
42,893,260
67,957,504
18,759,995
86,717,499
5,775,689
5,775,689
13,316,320
13,316,320
439,276
439,276
30,336
30,336
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Item
December 31, 2013
December 31, 2012
Under Joint Control
Advertising Sales
Circulation Sales
Printing Services Sales
Sales of Internet Subscriptions
TV Signals Sales
Other Sales
Interest Income
Fees for Services
Productions and Co-Productions
Printing and Distribution Costs
Rights
Advertising and Promotion
Expenses
Interest Expense
Other Related Parties
Advertising Sales
TV Signals Sales
Other Sales
Other Income
Rentals
Advertising and Promotion
Expenses
Interest Expense
Other Purchases
The fees paid to the Board of Directors and
the Upper Management of Grupo Clarín for
the years ended December 31, 2013 and 2012
amounted to approximately Ps. 160 million
and Ps. 120 million, respectively.
Note 17
Earnings per share
The following table shows the net income and
the weighted average of the number of common
shares used in the calculation of basic earnings
per share:
Net Income used in the Calculation of
Basic Earnings per Share (gain):
From Continuing Operations
From Discontinued Operations
Weighted Average of the Number of Common Shares
used in the Calculation of Basic Earnings per Share
Earnings per Share
13,614,401
1,800
583,231
307,724
25,377,402
5,477,879
2,497,974
(1,652,055)
(4,376,780)
(28,866,841)
(176,570,270)
(4,115,122)
(634,595)
687,202
4,457,943
13,497,805
30,330
(422,943)
-
(1,467,988)
(160,546,534)
50,896,183
10,987
1,172,411
485,598
15,034,057
8,245,768
1,788,085
-
(29,103,994)
(23,612,708)
(109,539,691)
(5,852,531)
(636,334)
495,571
3,386,741
16,248,805
657,543
(159,121)
(1,794,748)
(1,232,274)
(173,333,619)
December 31, 2013
December 31, 2012
479,831,556
-
479,831,556
287,418,584
1.67
276,210,672
206,100,048
482,310,720
287,418,584
1.68
156
157
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The weighted average of the number of
outstanding shares was 287,418,584. Since no
debt securities convertible into shares were
recorded, the same weighted average should be
used for the calculation of diluted earnings
per share.
Basic and Diluted Earnings per Share
From Continuing Operations
From Discontinued Operations
Total Earnings per Share
Dividends paid for the year 2012 amounted to
Ps. 135,000,000 (Ps. 0.47 per share).
Note 18
Covenants, sureties and guarantees provided
a. Note 5.12 sets forth certain restrictions to
which Cablevisión (by itself and as the
surviving company and successor to Multicanal’s
operations after the merger), PRIMA
and AGEA are subject under their respective
financial obligations described in such note.
b. IESA is subject to contractual restrictions
on the transfer of its equity interest in TRISA
and Tele Net Image Corp.
c. During the year 2009, AGR purchased a
binding machine on credit. To secure the
transaction, AGR granted the supplier a pledge
over the machine. AGR granted joint and
several guarantees for the loans granted by
Banco de Inversión y Comercio Exterior and
Standard Bank Argentina S.A. to Artes
Gráficas del Litoral S.A.
d. On May 27, 2010, CMD executed
a mortgage agreement on a building of its
property securing the payment of the
obligations under the loan with Banco de la
Ciudad de Buenos Aires mentioned in
Note 5.12.6.
e. On September 25, 2012, GCGC executed
a mortgage agreement on a building of its
December 31, 2013
December 31, 2012
1.67
-
1.67
0.96
0.72
1.68
property securing the payment of the obligations
under the loan with Banco de la Ciudad de
Buenos Aires mentioned in Note 5.12.3. Grupo
Clarín acts as guarantor of said financing.
f. On October 12, 2012, the Company
executed an agreement securing the payment
of the obligations under a loan taken
by GCGC with Standard Bank Argentina
mentioned in Note 5.12.3.
g. In December 2013, SHOSA executed an
agreement with Banco Itaú Argentina S.A.
to secure the payment of financing transactions
of Grupo Clarín’s subsidiaries in the amount
of approximately USD 8.9 million with a term
deposit maturing in August 2014.
h. The Company executed agreements with a
local bank to secure the payment of certain
financing transactions of AGEA by pledging a
term deposit of Ps. 6 million, which matures
on January 20, 2014.
i. In December 2013, GCSA Investments,
Vistone and SHOSA executed agreements with
Itaú Unibanco S.A., New York branch, to secure
a financing transaction of a subsidiary of the
Group by creating a security interest on term
deposits held in escrow at the above-mentioned
bank in the aggregate amount of USD 31.6
million, which mature in July 2014.
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:31 AM Page 159
Note 19
Award of the BID of the city of Buenos Aires
On June 7, 2011, the Government of the City
of Buenos Aires issued Decree No. 316 whereby
it approved a public bidding process to contract
comprehensive digital services for educational
purposes for elementary school students in the
City of Buenos Aires. Such services include, but
are not limited to, the delivery of one netbook
per student and one notebook per teacher under a
gratuitous bailment agreement, connectivity, first
and second level support, content access control,
replacement in case of theft or damage and new
license, both with certain limitations. The bid was
awarded to PRIMA for a five-year term, which
will start after certain requirements have been
met. As consideration, PRIMA would receive an
amount per student, teacher and school.
As of December 31, 2011 the initial requirements
had been met in order to bring the agreement
into effect and to begin its billing. The agreement
has been in effect during the year. No
inconveniences have arisen and the Government
of the City of Buenos Aires has been honoring the
payments in accordance with the bidding terms.
Note 20
Long-term savings plan for employees
During the last quarter of 2007, the Company,
together with its subsidiaries, began to
implement a long-term savings plan for certain
executives (directors and managers comprising
the “executive payroll”), which became effective
in January 2008. Executives who adhere to
such plan undertake to contribute regularly a
portion of their salary (variable within a certain
range, at the employee’s option) to a fund
that will allow them to strengthen their savings
capacity. Each company of the Group where
those executives render services will match the
1 year
Between 1 and 5 years
5 years or more
sum contributed by such executives. This
matching contribution will be added to
the fund raised by the employees. Under certain
conditions, the employees may access such
funds upon termination of their participation
in the long-term savings plan.
Said plan provides for certain special conditions
for those managers who were in the “executive
payroll” before January 1, 2007. Such conditions
consist of supplementary contributions
made by each company to the plan related to
the executive’s years of service with the Group.
As of December 31, 2013, such supplementary
contributions made by the Company on a
consolidated basis amount to approximately
Ps. 43 million, and the charge to income is
deferred until the retirement of each executive.
During 2013, and in view of the current
environment, certain changes were made to the
savings system, though maintaining in its essence
the operation mechanism and the main
characteristics with regard to the obligations
undertaken by the company.
Pursuant to IAS No. 19, the above-mentioned
savings plan qualifies as a Defined Contribution
Plan, which means that the companies’
contributions shall be charged to income on a
monthly basis as from the date the plan
becomes effective.
Note 21
Operating Leases
Lease Agreements
As of December 31, 2013 and 2012, the
Company is a party to non-cancellable
operating leases, which are currently effective
and have different terms and renewal rights.
The total amount of minimum future
payments for non-cancellable operating leases
is the following (in millions of Ps.):
December 31, 2013
December 31, 2012
120
162
17
299
96
120
7
223
158
159
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:31 AM Page 160
Note 22
Derivatives
The following is a detail of the derivatives held by
the Company (amounts stated in millions of
Argentine pesos):
Foreign Currency Forward Contracts -
Fair Value Hedge
Total
Less non-current portion:
Foreign Currency Forward Contracts -
Fair Value Hedge
Total
Current portion
No ineffectiveness has been recorded in
connection with fair value hedges.
December 31, 2013
December 31, 2012
Assets
Liabilities
Assets
Liabilities
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4.0
4.0
-
-
4.0
Note 23
Note 24
Cablevisión Comunicaciones S.A.’s investment
On December 19, 2012 Cable Visión
Comunicaciones S.A. (a subsidiary of
Cablevisión) executed a Total Return Swap
for USD 40 million which provides for
the collection, as from the execution of the
agreement, of all principal and interest
on the notes issued by Prima and the effective
delivery of the notes at first request either in
the form of permanent certificates, in book-
entry form or as interest on the notes. During
the year ended December 31, 2013, Cable
Visión Comunicaciones S.A. received USD
35.06 million accounting for principal and
interest thereon for the “Total Return Swap”
executed on December 19, 2012. This
transaction is disclosed net of the total notes
in the consolidated financial statements
(Note 5.12).
Law No. 26,831 Capital markets
On December 28, 2012, Capital Markets Law
No. 26,831 (the “Capital Markets Law”),
passed on November 29, 2012 and enacted
on December 27, 2012, was published in
the Official Gazette. The Law provides for a
comprehensive amendment of the public
offering regime, previously governed by Law
No. 17,811. The Capital Markets Law
enhances, among other things, the National
Government’s oversight powers. It also changes
the authorization, control and oversight
mechanisms of all stages of the public offering
process and the role of all the entities and
individuals involved. The Law became effective
on January 28, 2013.
On July 29, 2013, the National Government
issued Decree No. 1023/2013 to regulate
partially the Capital Markets Law that had been
passed on November 29, 2012. Among other
provisions, the Decree regulates Section 20
of said Law, pursuant to which the CNV may
appoint an overseer with veto rights over the
decisions made by the boards of directors
of entities subject to the public offering regime,
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:31 AM Page 161
or otherwise separate the boards from such
entities for up to 180 days until all deficiencies
found by the CNV are solved. Said Decree
amends the Law it seeks to regulate and,
therefore, constitutes a regulatory abuse. Thus,
whereas the Law vests on the CNV the power
to appoint an overseer or to separate the
board of directors from the entity, the Decree
allows the CNV to exercise that power if the
shareholders and/or noteholders with a two
(2%) interest in the company’s capital stock or
outstanding debt securities claim that they have
suffered actual and certain damages or if they
believe their rights may be seriously jeopardized
in the future. The Decree also vests on the
CNV the power to appoint the administrators
or co-administrators that will hold office due
to the separation of the boards of directors.
Thus, the Decree amends the Law by granting
the CNV powers that were not provided
therein. By doing so, the Executive Branch is
assuming strictly legislative functions in breach
of constitutional provisions.
On September 5, 2013 within the framework
of the Capital Markets Law and its Decree,
the CNV issued Resolution No. 622/2013 (the
“Rules”), whereby it approved the applicable
Rules that repeal the Rules that had been
effective until that date (as restated in 2001).
The new Rules have introduced several changes
in connection with CNV’s powers over the
companies under this agency’s oversight, and
also in connection with the information that
these companies must disclose.
On August 20, 2013, at the request of Mr.
Rubén Mario Szwarc, a minority shareholder of
the Company, and by means of public deed
number two hundred forty five, the Company
was served notice of the decision rendered
by Chamber A of the National Court of Appeals
on Commercial Matters on August 12, 2013,
in re “SZWARC, Rubén Mario v. National
Government and Others on Preliminary
Injunction” File No. 011419/2013. That
Chamber decided, among other things, (i) to
declare the unconstitutionality of Sections 2,
4, 5, 9, 10, 11, 13, 15 and 16 of Law No.
26,854, and (ii) to order the provisional,
injunctive suspension of Section 20, subsection
a), second part, paragraphs I and II (or 1
and 2) of Law No. 26,831 and of all laws,
rules or administrative acts issued or that may
be issued pursuant to such legal provisions,
with respect to Grupo Clarín S.A., until the
judge that is finally declared competent to
render a decision on the merits assumes full
jurisdiction of the case and renders a final
decision relating to the injunction.
Note 25
Subsequent events
a. On January 28, 2014, AGEA repaid in full
USD 30.6 million principal amount plus
interest accrued thereon as of such date in
connection with the Series C Notes issued by
AGEA under the Global Program.
b. On January 7, 2014, the SCI issued
Resolution No. 1/14, extending the effectiveness
of Resolution No. 36/11 and Resolution No.
104/13 for three months (January, February and
March 2014).
c. In connection with Note 8.3.h, on February
11, 2014, the Supreme Court of Argentina
decided in re “Arte Radiotelevisivo Argentino
S.A. v/ national Government - Chief of the
Cabinet of Ministers and Media Secretariat o/
summary action for the protection of
constitutional rights (acción de amparo) Law
No. 16,980” to confirm the decision rendered
in that respect by Chamber IV of the National
Court of Appeals on Federal Administrative
Matters whereby it admitted the summary
action and ordered the National Government
to provide for the drafting and submission to
the first instance court, within a term of thirty
days of that decision becoming final, of a
scheme for the allocation of official advertising
that included the broadcasters with
characteristics analogous to those of ARTEAR,
among which the Court of Appeals included
América TV S.A. (Canal 2), Telearte S.A.
(Canal 9), Televisión Federal S.A. (Canal 11),
ARTEAR (Canal 13) and SNMP S.A. and RTA
S.E. (Canal 7), and that conformed faithfully
to the guidelines of proportionality and equity
set forth in the ruling.
d. On February 18, 2014, the Company
was served with AFSCA Resolution No.
193/AFSCA/2014 whereby AFSCA’s Board
160
161
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:31 AM Page 162
e. On January 31, 2014, Cablevisión entered
into a syndicated loan agreement with the
Industrial and Commercial Bank of China
(Argentina) S.A. (“ICBC”) and Banco Itaú
Argentina S.A. for Ps. 100 million for the
purpose of paying part of the USD 59 million
indebtedness with upcoming maturity, which
was paid by the company in February 2014.
f. With reference to Note 8.1.f, on February
25, 2014, the Supreme Court of Argentina
revoked all the decisions rendered by Judge
Walter Bento of Federal Court No. 2 of
Mendoza relating to the claim brought
by Supercanal S.A. against Cablevisión for
anti-competitive practices and in respect
of which the judge had ordered, among other
things, the appointment of a court-appointed
supervisor (interventor) and co-administrator
in that company and the separation of
that company’s assets. It should be noted that
Cablevisión has still not been served with
that decision.
Note 26
Approval of financial statements
Grupo Clarín’s Board of Directors has approved
the consolidated financial statements and
authorized their issue for March 10, 2014.
of Directors declared that the proposal
submitted by Grupo Clarín S.A., Arte
Radiotelevisivo Argentino S.A., Radio Mitre
S.A. and Cablevisión S.A. was formally
admissible. Pursuant to the same Resolution,
AFSCA provided that the term of one hundred
eighty (180) calendar days set forth under
section 8 of the Rules for the Management and
Procedures Relating to Voluntary Proposals
established by Resolution No. 2,205/AFSCA/12,
would be counted as from the moment the
parties were served notice of this Resolution.
On that same date, the Company’s Board of
Directors took notice of AFSCA Resolution No.
193/AFSCA/2014.
In the recitals of AFSCA Resolution No.
193/AFSCA/2014, which declared the proposal
submitted formally admissible, AFSCA stated
that the withdrawal of claims made under
File No. 21,788/08, as well as those made under
the proposal submitted by Cablevisión, were
now embedded in the process provided under
Section 161 of Law No. 26,522. Accordingly,
they are deemed to be approved within the
framework of the proposal that was declared
formally admissible.
On February 18, 2014 the Company’s Board
of Directors called a Special Shareholders’
Meeting to be held on March 20, 2014 in order
to consider the following points of the agenda:
1) Appointment of two (2) shareholders to
draft and sign the meeting minutes; 2) Consider
AFSCA Resolution No. 193/AFSCA/2014; 3)
Instruction to the Board of Directors to begin
with the implementation of the Proposal,
including the proposal of those transactions
and corporate reorganizations required to such
end; 4) Approval of the work done by the
Adjustment Task Force. Granting of attorney
powers to act before Courts of Justice and the
relevant oversight agencies; 5) Appointment
of representatives of the Company to vote in
favor of the proposal at the subsidiaries’
Shareholders’ Meetings.
Signed for identification purposes
with the report dated March 10, 2014
See our report dated March 10, 2014
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17
Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee
Dr. Carlos A. Pace (Partner)
Certified Public Accountant (U.B.A.)
C.P.C.E.C.A.B.A. VOL. 150 - FOL. 106
Jorge Carlos Rendo
Director and Acting Chairman
i
n
o
t
A
m
R
o
F
n
i
i
L
A
C
n
A
n
i
F
Y
R
A
t
n
e
m
e
L
P
P
U
S
162
163
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:32 AM Page 164
Supplementary
Financial
Information
As of December 31, 2013
1. Company’s activities
Grupo Clarín is the most prominent and
diversified media group in Argentina and one
of the most important in the Spanish-speaking
world. It has presence in the printed media,
radio, broadcast and cable television, audiovisual
content production, the printing industry and
Internet. Its leadership in the different media
is a competitive advantage that enables
Grupo Clarín to generate significant synergies
and expand into new markets. Its activities
are grouped into four main segments: Cable
television and Internet access, Printing and
publishing, Broadcasting and Programming,
and Digital content and other.
The Company carried out its activities in the
challenging context of constant harassment of
the media in general and Grupo Clarín in
particular. Among the main activities carried out
during the year, the following were the most
significant:
In the Printing and Publishing segment, during
the year, the Company continued to publish
its traditional newspapers and magazines,
focusing on strengthening its editorial offering
through the launch of new collectible and
optional products. Advertising sales began to
fall starting in February 2013, as a consequence
of a substantial decrease in printed media
advertising sales to supermarket and home
appliance chains. This circumstance has
a negative impact on the finances of news
companies and, in particular, on this segment;
which has also suffered from an ever decreasing
allocation of government advertising.
Non-current assets
Current assets
Total Assets
Equity of the Parent Company
Equity of Non-Controlling Interests
Total Equity
Non-current liabilities
Current liabilities
Total Liabilities
In the Broadcasting and Programming Segment,
El Trece maintained the highest audience share.
This leading position is mostly attributable to
the good performance of its programming grid
both during the Prime Time and at other times.
In the Prime Time, the most outstanding
features were the fiction shows Sos Mi Hombre
(which has already ended), Solamente Vos
and Farsantes, along with the leading newscast
in broadcast TV: Telenoche. Noticiero Trece
and A Todo o Nada delivered good results
in the afternoon programming. Periodismo para
Todos, Soñando por Cantar and A todo o Nada
had a good performance during the weekends.
In the Cable Television and Internet Access
segment, the Company focused on subscriber
loyalty initiatives, as well as on boosting
penetration of its premium services, such as,
Cablevisión HD, Pay Per View (PPV), Video
On Demand (VoD) and Digital Video
Recording (DVR) and expanding its broadband
Internet access subscriber base. Progress was
also made in the optimization of the reach
of digital and premium services to cities and
towns in the provinces.
2. Consolidated financial structure
Note: the amounts are rounded and stated in
thousands of Argentine Pesos. The figures under
total amounts may not represent the exact
arithmetic sum of the other figures in the table.
Pursuant to CNV regulations, the following
table shows the balances and results for the
period, on a comparative basis with the prior
periods, prepared under IFRS.
December 31,
December 31,
December 31,
2013
2012
2011
9,512,026
4,872,758
14,384,783
4,729,908
1,748,886
6,478,794
3,451,464
4,454,526
7,905,989
8,303,639
3,699,980
12,003,619
4,090,030
1,374,569
5,464,599
3,378,694
3,160,327
6,539,020
7,791,866
2,855,978
10,647,844
3,634,142
1,063,646
4,697,788
3,319,250
2,630,806
5,950,056
Total Equity and Liabilities
14,384,783
12,003,619
10,647,844
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:32 AM Page 165
3. Consolidated comprehensive income structure
Note: the amounts are rounded and stated in
thousands of Argentine Pesos. The figures under
total amounts may not represent the exact
arithmetic sum of the other figures in the table.
Pursuant to CNV regulations, the following
table shows the balances and results for the
period, on a comparative basis with the prior
periods, prepared under IFRS.
Operating income/loss from continuing operations (1)
Financial Results
Equity in Earnings from Affiliates and Subsidiaries
Other Income and Expense, net
Income/loss from continuing operations before
December 31,
December 31,
December 31,
2013
2012
2011
2,143,741
(1,475,830)
140,037
85,425
1,900,321
(916,154)
13,683
639
1,710,140
(582,086)
33,654
1,507
income tax and tax on assets
893,373
998,490
1,163,215
Income tax and tax on assets
Income for the year from continuing operations
Net Income from Discontinued Operations
Net Income for the Year
(92,707)
800,666
-
800,666
(524,876)
473,614
498,717
972,331
(425,032)
738,183
47,426
785,610
Other Comprehensive Income for the Year
312,065
180,169
81,154
Total Comprehensive Income for the Year
1,112,731
1,152,500
866,764
(1) Defined as net sales less cost of sales and expenses.
4. Cash flow structure
Note: the amounts are rounded and stated in
thousands of Argentine Pesos. The figures under
total amounts may not represent the exact
arithmetic sum of the other figures in the table.
Pursuant to CNV regulations, the following
table shows the balances and results for the
period, on a comparative basis with the prior
periods, prepared under IFRS.
December 31,
December 31,
December 31,
2013
2012
2011
Cash provided by (used in) Operating Activities
Cash provided by (used in) Investment Activities
Cash provided by (used in) Financing Activities
Total Cash provided (used) for the Year
2,608,347
(2,038,304)
(412,863)
157,180
2,291,944
(819,887)
(1,110,017)
362,040
1,577,219
(1,527,311)
187,633
237,541
Financial Results Generated By Cash And Cash Equivalents
188,547
77,116
42,090
Total Changes in Cash
345,727
439,156
279,632
164
165
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:32 AM Page 166
5. Statistical data
Cable TV
subscribers (1) (5)
Cable TV
homes passed (2) (5)
Cable TV churn ratio
Internet access
subscribers (1)
Newspaper circulation (3)
Canal 13 audience share
Prime Time (4)
Total Time (4)
December 31,
December 31,
December 31,
December 31,
December 31,
2013
2012
2011
2010
2009
3,492,531
3,404,698
3,490,320
3,357,853
3,192,950
7,509,525
15,3
1,711,587
296,704
35.4
28.0
7,455,898
15,0
1,504,380
311,699
35.9
29.4
7,586,506
15,1
1,351,107
331,238
42.2
33.0
7,485,595
14,3
1,128,171
360,816
42.2
31.0
7,457,043
15,8
988,031
394,796
40.1
29.7
(1) Includes companies controlled, directly and
indirectly, by Cablevisión (Argentina, Uruguay and
Paraguay).
(2) Contemplates the elimination of the overlapping
of networks between Cablevisión and subsidiaries
(including Multicanal and Teledigital).
(3) Average quantity of newspapers per day (Diario
Clarín and Olé), pursuant to the Instituto Verificador
de Circulaciones (this figure represents sales in
Argentina and abroad).
(4) Share of prime time audience of broadcast
television stations in the Metropolitan Area of Buenos
Aires, as reported by IBOPE. Prime time is defined
as 8:00 PM to 12:00 AM, Monday through Friday.
Total time is defined as 12:00 PM to 12:00 AM,
Monday through Sunday.
(5) As of December 31, 2013 and 2012 it does not
include the data corresponding to Cablevisión’s
subsidiaries in Paraguay (see Note 12.g.).
6. Ratios
Liquidity (current assets / current liabilities)
Solvency (equity / total liabilities)
Capital assets (non-current assets / total assets)
Return on equity
(net income for the year / average shareholders’ equity)
December 31,
December 31,
December 31,
2013
1.09
0.82
0.66
0.13
2012
1.17
0.84
0.69
0.19
2011
1.09
0.79
0.73
0.18
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:32 AM Page 167
of one hundred eighty (180) calendar days
set forth under section 8 of the Rules for the
Management and Procedures Relating to
Voluntary Proposals established by Resolution
No. 2,205/12, would be counted as from the
moment the parties were served notice of
this Resolution. As mentioned in the note to
the financial statements, on that same date
the Company’s Board of Directors took notice
of Resolution No. 193-AFSCA/2014 and called
a Special Shareholders’ Meeting to be held on
March 20, 2014 in order to consider, among
other issues, Resolution No. 193/AFSCA/
2014, to approve the work performed by the
Adjustment Task Force and to instruct the
Company’s Board of Directors to begin with
the implementation of the Proposal.
This implies significant changes in the
Company’s structure, generating an uncertain
scenario about the future development of
the business.
The Company remains committed to
informing with independence, to reaching all
sectors of society and to supporting the quality
and credibility values of its media. It will
assess the implications of the laws related to its
activities; while bringing the pertinent legal
actions to safeguard its rights and those of its
readers, audiences and clients.
The Company will keep focusing on the core
processes that allow for a sustainable and
efficient growth from different perspectives:
financial structure, management control,
business strategy, human resources, innovation
and corporate social responsibility.
7. Outlook
As mentioned in the notes to the financial
statements, on October 29, 2013 the Supreme
Court of Argentina ruled that the Audiovisual
Communication Service Law is constitutional,
revoking the decision rendered by the
Court of Appeals on April 17, 2013. In the
light of AFSCA’s intentions to force a sale of
the Company’s assets, the Company has
decided to present a Voluntary Proposal to
conform to the Audiovisual Communication
Service Law, whereby the structure of Grupo
Clarín, which falls within the scope of that
law, will be split into six independent business
units, and their respective holders will be
defined as the implementation of the proposal
unfolds. The Proposal contemplates the
necessary reservations to safeguard the rights
of the Company, among which we may
mention the following: the reservation to
bring the judicial actions that may correspond
in connection with the claim for economic
damages caused to the Company and its
subsidiaries as a consequence of their adjustment
to conform to the law; the reservation to
challenge the conformity of Sections 41, 45,
48 and 161 of Law No. 26,522 to international
conventions before the Inter-American
Commission on Human Rights, the Inter-
American Court of Human Rights and other
competent International Courts; the
reservation to challenge judicially the current
composition of AFSCA for not conforming
to the provisions of Law No. 26,522 and for
not being a technical and independent agency
protected against undue interferences from
the State.
On February 18, 2014, the Company was
served with AFSCA Resolution No.
193/AFSCA/2014 whereby AFSCA’s Board
of Directors declared that the Proposal
was formally admissible. Pursuant to the same
Resolution, AFSCA provided that the term
Signed for identification purposes
with the report dated March 10, 2014
See our report dated March 10, 2014
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17
Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee
Dr. Carlos A. Pace (Partner)
Certified Public Accountant (U.B.A.)
C.P.C.E.C.A.B.A. VOL. 150 - FOL. 106
Jorge Carlos Rendo
Director and Acting Chairman
166
167
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:32 AM Page 168
Report
of Independent
Accountants
Free translation from
the original
prepared in Spanish
To the Shareholders, President
and Directors of Grupo Clarín S.A.
Legal domicile: Piedras 1743
Autonomous City of Buenos Aires
CUIT No 30-70700173-5
1. We have audited the attached consolidated
financial statements of Grupo Clarín S.A. and its
controlled subsidiaries which comprise the
consolidated balance sheet at December 31, 2013,
the consolidated statements of comprehensive
income , the consolidated statements of changes
in equity and of cash flows for the year then
ended and a summary of significant accounting
policies and other explanatory information.
The balances and other information for the fiscal
year 2012 are an integral part of the above-
mentioned audited financial statements, so they
are to be considered in the light of those financial
statements.
2. The Board of Directors is responsible
for the reasonable preparation and presentation
of these consolidated financial statements
in accordance with International Financial
Reporting Standards adopted by the Argentine
Federation of Professional Councils in Economic
Sciences (FACPCE, for its Spanish acronym)
as professional accounting standards and
incorporated by the Argentine Securities
Commission (CNV, for its Spanish acronym)
to its regulations, as adopted by the International
Accounting Standards Board (IASB). Further,
the Board of Directors is responsible for the
internal control it may deem necessary to enable
preparing consolidated financial statements
free of material misstatements caused by errors
or irregularities. Our responsibility is to express
an opinion on the consolidated financial
statements based on the audit we performed
with the scope detailed in paragraph 3.
3. We conducted our audit in accordance with
auditing standards in effect in Argentina.
Those standards require that we plan and perform
the audit to obtain reasonable assurance about
whether the consolidated financial statements are
free of material misstatements and to form an
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:32 AM Page 169
opinion on the reasonableness of the relevant
information contained in the consolidated
financial statements. An audit includes examining,
on a selective test basis, evidence supporting
the amounts and disclosures in the consolidated
financial statements. An audit also includes
assessing the accounting standards used and
significant estimates made by the Company, as
well as evaluating the overall presentation of
the consolidated financial statements. We believe
that our audit provides a reasonable basis for
our opinion.
4. On October 10, 2009, Audiovisual
Communication Services Law No. 26522
(the “Law”) was enacted which repeals
Broadcasting Law No. 22285 which regulates
the principal activities of the Company and
some subsidiaries.
As mentioned in Notes 9 and 25.d. to the
consolidated financial statements, in light
of the decision rendered on October 29, 2013
by the Supreme Court of Argentina (CSJN,
for its Spanish acronym), on November 4,
2013, the Company and certain subsidiaries
filed a voluntary conforming proposal with the
Audiovisual Communication Services Law
Federal Enforcement Authority (AFSCA, for its
Spanish acronym) and the CSJN under the
terms of section 161 of the mentioned law,
which has been declared formally admissible by
AFSCA on February 18, 2014 and requires,
prior to its implementation, intervention of
other governmental and oversight agencies and
approvals of AFSCA, and the respective
Shareholders’ Meetings.
Accordingly, there is uncertainty as to the
effects that the divestiture process to be finally
implemented could have on the activities
of the economic group and the recoverability
of the assets involved and, consequently, on
these consolidated financial statements taken
as a whole.
5. As mentioned in Notes 8.1.b., 8.1.c., 8.1.d.,
8.1.e. and 25.d. to the consolidated financial
statements, since September 2009, the Federal
Broadcasting Committee, the National Antitrust
Commission, the Secretariat of Domestic Trade
(“SCI”, for its Spanish acronym), Argentine
Secretariat of Communications and the Ministry
of Economy and Public Finance have issued
several resolutions on matters related to: (i) several
aspects related to the acquisition of Cablevisión
S.A., Multicanal S.A. and other companies,
and their subsequent merger, and (ii) the
revocation of the license that had been originally
granted to FIBERTEL S.A. As indicated
in the above-mentioned Notes, the subsidiary
Cablevisión has brought legal actions as it
considered appropriate.
Accordingly, there is uncertainty regarding
the effect that the final outcome of these
situations could have on the activities of the
subsidiary Cablevisión S.A. and, therefore,
on the consolidated financial statements of
the company taken as a whole.
6. As mentioned in Note 8.1.a. to the
consolidated financial statements, on March 3,
2010 the Secretariat of Domestic Trade
(“SCI”) issued Resolution 50/10 establishing
the formula for calculation of the monthly
subscription price to be paid by the users
of pay-television services. As indicated in Notes
8.1.a. and 25.b., on March 10, 2011 SCI
Resolution No. 36/11 was published in
the Official Gazette establishing the parameters
to be applied to the services rendered by
Cablevisión, having been extended on several
occasions the effectiveness of Resolution No.
168
169
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:32 AM Page 170
36/11 until March 2014. As indicated in those
Notes, the subsidiary Cablevisión filed the
corresponding administrative claims and will
bring the necessary legal actions requesting a stay
of its effects and ultimately its nullity.
records kept in all formal respects in conformity
with legal provisions which maintain the security
and integrity conditions based on which they
were authorized by the Argentine Securities
Commission;
Accordingly, there is uncertainty regarding the
effect that the final outcome of the situation
could have on the subsidiary Cablevisión and its
subsidiaries’ business and, therefore, on the
recoverability of its assets.
7. In our opinion, subject to the possible effect
on the consolidated financial statements of any
potential adjustments and/or reclassifications,
if applicable, that could be required as a result of
the resolution of the uncertainties described in
paragraphs 4, 5, and 6, the consolidated
financial statements mentioned in paragraph 1
present fairly, in all material respects, the
consolidated financial position of Grupo Clarín
S.A. and its subsidiaries as of December 31,
2013 and their consolidated comprehensive
income and consolidated cash flows for
the fiscal year then ended, in accordance with
International Financial Reporting Standards.
8. In accordance with current regulations in
respect to Grupo Clarín S.A., we report that:
a) The consolidated financial statements of
Grupo Clarín S.A. have been transcribed to the
“Inventory and Balance Sheet” book and
comply with the Corporations Law and pertinent
resolutions of the Argentine Securities
Commission, as regards those matters within
our competence;
b) The parent company only financial statements
of Grupo Clarín S.A. arise from accounting
c) We have read the supplementary financial
information, on which, as regards those matters
that are within our competence, we have no
observations to make other than those already
stated in paragraphs 4., 5. and 6.;
d) At December 31, 2013 the debt accrued in
favor of the (Argentine) Integrated Social Security
System according to the Company’s accounting
records and calculations amounted to $1.648.542,
none of which was claimable at that date;
e) In accordance with the requirements of
Article 21°, Subsection e), Chapter III, Section
VI, Title II of the regulations of the Argentine
Securities Commission, we report that the
total fees for audit services and related billed the
Company in the year ended December 31,
2013 represent:
e.1) 98% on the total fees for services invoiced
to the Company for all concepts in that year;
e.2) 17% on the total fees for audit and related
services invoiced to the Company, its parent
companies, subsidiaries and affiliates in that year;
e.3) 17% on the total fees for services invoiced to
the Company, its parent companies, subsidiaries
and affiliates for all concepts in that year.
f) We have applied the procedures on prevention
of asset laundering and terrorism funding set
forth in the relevant professional rules issued by
the Professional Council for Economic Sciences
of the Autonomous City of Buenos Aires.
Autonomous City of Buenos Aires,
March 10, 2014
Price Waterhouse & Co. S.R.L.
by Carlos A. Pace (Partner)
Y
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170
171
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:32 AM Page 172
Parent Company only
Statement of
Comprehensive
Income
For the years ended
December 31, 2013 and 2012
In Argentine Pesos (Ps.)
Notes
December 31, 2013
December 31, 2012
Equity in Earnings from Affiliates and Subsidiaries
Management fees
Administrative Expenses (1)
Other Income and Expense, net
Financial Costs
Other Financial Results, net
Income before Income Tax and Tax on Assets
Income Tax and Tax on Assets
4.3
5.1
5.2
5.3
6
505,662,834
105,493,573
(125,073,655)
(14,834,785)
(4,166,484)
15,384,592
482,466,075
511,048,778
95,346,439
(106,242,489)
(11,190,319)
(7,879,150)
2,683,657
483,766,916
(2,634,519)
(1,456,196)
Net Income for the Year
479,831,556
482,310,720
Other Comprehensive Income
Variation in Translation Differences of Foreign Operations
Other Comprehensive Income for the year net of income tax
160,046,637
160,046,637
84,985,478
84,985,478
Comprehensive Income for the year
639,878,193
567,296,198
(1) Includes depreciation of property, plant and equipment and
amortization of intangible assets in the amount of Ps. 647.164
and Ps. 544.064 for the years ended December 31, 2013 and
2012, respectively.
The notes are an integral part of these parent company only
financial statements.
Signed for identification purposes
with the report dated March 10, 2014
See our report dated March 10, 2014
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17
Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee
Dr. Carlos A. Pace (Partner)
Certified Public Accountant (U.B.A.)
C.P.C.E.C.A.B.A. VOL. 150 - FOL. 106
Jorge Carlos Rendo
Director and Acting Chairman
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:32 AM Page 173
Parent Company only
Balance Sheet
As of December 31, 2013,
and 2012
In Argentine Pesos (Ps.)
Assets
Non-Current Assets
Property, Plant and Equipment
Intangible Assets
Deferred Tax Assets
Investment in Affiliates and Subsidiaries
Other Receivables
Total Non-Current Assets
Current Assets
Other Receivables
Other Investments
Cash and Banks
Total Current Assets
Total Assets
Equity (as per the corresponding statement)
Shareholders’ Contributions
Other items
Retained Earnings
Total Equity
Liabilities
Non-Current Liabilities
Other Liabilities
Total Non-Current Liabilities
Current Liabilities
Debt
Taxes Payable
Other Liabilities
Trade Payables and Other
Total Current Liabilities
Notes
December 31, 2013
December 31, 2012
4.1
4.2
6
4.3
4.4
4.4
4.5
4.6
4.3
4.7
4.8
4.9
1,170,211
256,861
12,073,066
4,616,128,529
30,000
4,629,658,667
69,104,459
149,294,148
7,959,791
226,358,398
1,234,447
140,256
11,162,847
4,174,676,650
30,000
4,187,244,200
25,198,828
7,742,929
5,251,306
38,193,063
4,856,017,065
4,225,437,263
2,010,638,503
288,232,326
2,431,037,476
4,729,908,305
2,010,638,503
128,185,689
1,951,205,920
4,090,030,112
65,188,295
65,188,295
691,884
5,219,357
17,915,000
37,094,224
60,920,465
28,624,787
28,624,787
62,084,479
1,623,568
14,437,674
28,636,643
106,782,364
Total Liabilities
126,108,760
135,407,151
Total Equity and Liabilities
4,856,017,065
4,225,437,263
The notes are an integral part of these parent company only
financial statements.
Signed for identification purposes
with the report dated March 10, 2014
See our report dated March 10, 2014
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17
Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee
Dr. Carlos A. Pace (Partner)
Certified Public Accountant (U.B.A.)
C.P.C.E.C.A.B.A. VOL. 150 - FOL. 106
Jorge Carlos Rendo
Director and Acting Chairman
172
173
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:32 AM Page 174
Parent Company only
Statement of
Changes in Equity
For the years ended
December 31, 2013 and 2012
In Argentine Pesos (Ps.)
Balances as of January 1, 2012
Set-up of reserves (Note 7.a.)
Dividend Distribution (Note 7.a.)
Changes in Reserves for Sellers Financing
Net Income for the Year
Other Comprehensive Income:
Variation in Translation Differences of Foreign Operations
Adjustment on
Additional
Capital Stock
Capital Stock
Paid-in Capital
287,418,584
309,885,253
1,413,334,666
-
-
-
-
-
-
-
-
-
-
-
-
Balances as of December 31, 2012
287,418,584
309,885,253
1,413,334,666
Set-up of reserves (Note 7.a.)
Net Income for the Year
Other Comprehensive Income:
Variation in Translation Differences of Foreign Operations
-
-
-
-
-
-
-
-
-
Balances as of December 31, 2013
287,418,584
309,885,253
1,413,334,666
(1) Broken down as follows: (i) Optional reserve for
future dividends of Ps. 300,000,000; (ii) Judicial
reserve for future dividend distribution of Ps. 387,028,756,
(iii) Optional reserve for illiquidity of results of
Ps. 694,371,899 and (iv) Optional reserve to provide financial
aid to subsidiaries and in connection with the Audiovisual
Communication Services Law of Ps. 457,094,968.
The notes are an integral part of these parent company only
financial statements.
-
-
-
-
-
-
-
-
-
-
-
1
2
-
-
-
-
2
2
-
-
-
-
(
4
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:33 AM Page 175
Shareholders’
Contributions
Translation of
Other items
Subtotal
Foreign Operations
Other Reserves
Legal Reserve
Optional
reserves (1)
Retained Earnings
Accumulated
Results
Total Equity
2,010,638,503
37,992,937
(18,384,533)
-
-
-
-
2,010,638,503
-
-
-
-
-
23,591,807
84,985,478
122,978,415
-
5,207,274
64,740,233
23,912,434
-
1,381,400,655
-
-
-
-
-
-
1,539,154,967
(1,405,313,089)
(135,000,000)
-
482,310,720
-
88,652,667
1,381,400,655
481,152,598
3,634,142,107
-
(135,000,000)
23,591,807
482,310,720
84,985,478
4,090,030,112
-
-
-
-
-
160,046,637
-
-
-
24,057,630
457,094,968
-
-
-
-
(481,152,598)
479,831,556
-
479,831,556
-
160,046,637
2,010,638,503
283,025,052
5,207,274
112,710,297
1,838,495,623
479,831,556
4,729,908,305
Signed for identification purposes
with the report dated March 10, 2014
See our report dated March 10, 2014
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17
Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee
Dr. Carlos A. Pace (Partner)
Certified Public Accountant (U.B.A.)
C.P.C.E.C.A.B.A. VOL. 150 - FOL. 106
Jorge Carlos Rendo
Director and Acting Chairman
174
175
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:33 AM Page 176
Parent Company only
Statements
of Cash Flows
For the years ended
December 31, 2013 and 2012
In Argentine Pesos (Ps.)
Cash provided by Operating Activities
Net Income for the Year
Income Tax and Tax on Assets
Accrued Interest, net
Adjustments to reconcile net income for the year
to cash used in operating activities:
- Depreciation of Property, Plant and Equipment and
Amortization of Intangible Assets
- Exchange Difference and Other Financial Results
- Equity in Earnings from Affiliates and Subsidiaries
Changes in Assets and Liabilities:
- Other Receivables
- Trade Payables and Other
- Taxes Payable
- Other Liabilities
Income Tax and Tax on Assets Payments
December 31, 2013
December 31, 2012
479,831,556
482,310,720
2,634,519
2,322,978
1,456,196
7,736,987
647,164
(16,433,639)
(505,662,834)
(41,579,729)
8,456,719
1,482,417
3,477,326
(795,850)
544,064
(5,745,051)
(511,048,778)
(4,310,406)
8,273,433
(2,815,415)
882,463
(1,226,707)
Net Cash Flows used in Operating Activities
(65,619,373)
(23,942,494)
Cash provided by Investment Activities
Dividends collected
Capital contributions in subsidiaries
Acquisition of Property, Plant and Equipment, net
Acquisition of Intangible Assets
Loans and interest collected
Loans granted
Net Cash Flows provided by Investment Activities
159,061,458
(9,000,000)
(519,673)
(179,860)
5,000,000
(7,968,000)
146,393,925
101,180,510
(11,042,000)
(825,716)
(173,632)
-
-
89,139,162
See our report dated March 10, 2014
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17
Dr. Carlos A. Pace (Partner)
Certified Public Accountant (U.B.A.)
C.P.C.E.C.A.B.A. VOL. 150 - FOL. 106
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:33 AM Page 177
Cash provided by Financing Activities
Loans
Payment of Debts
Payment of Interest
Dividends Paid
Net Cash Flows provided by / (used in) Financing Activities
Financing results generated
by Cash and Cash Equivalents
Net Increase / (decrease) in cash flow
Cash and Cash Equivalents at the Beginning of the Year
December 31, 2013
December 31, 2012
45,400,000
(126,515)
(66,370)
-
45,207,115
18,278,037
144,259,704
12,994,235
45,771,275
(1,678,162)
-
(135,000,000)
(90,906,887)
5,887,213
(19,823,006)
32,817,241
Cash and Cash Equivalents at Year-end
157,253,939
12,994,235
The notes are an integral part of these parent company
only financial statements.
Signed for identification purposes
with the report dated March 10, 2014
See our report dated March 10, 2014
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17
Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee
Dr. Carlos A. Pace (Partner)
Certified Public Accountant (U.B.A.)
C.P.C.E.C.A.B.A. VOL. 150 - FOL. 106
Jorge Carlos Rendo
Director and Acting Chairman
176
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GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:33 AM Page 178
Notes to the Parent
Company only
Financial
Statements
For the year ended
December 31, 2013
Presented on a comparative basis
In Argentine Pesos (Ps.) -
Note 1
General Information
Grupo Clarín is a holding company that
operates in the Media industry. Its operating
income and cash flows derive from
the operations of its subsidiaries in which
it participates directly or indirectly.
The operations of its subsidiaries include
cable television and Internet access services,
newspaper and other printing, publishing and
advertising activities, broadcast television, radio
operations and television content production,
on-line and new media services, and other
media related activities. A substantial portion
of its revenues is generated in Argentina.
Note 2
Basis for the Preparation and Presentation of the
Parent Company only Financial Statements
2.1 Basis for the preparation and transition to
IFRS
Pursuant to General Resolution No. 562 issued
on December 29, 2009, entitled “Adoption
of International Financial Reporting Standards”
and General Resolution No. 576/10, the
CNV provided for the application of Technical
Resolutions No. 26 (TR 26) and 29 issued
by the Argentine Federation of Professional
Councils of Economic Sciences (FACPCE, for
its Spanish acronym). Since the Company is
subject to the public offering regime governed
by Law No. 26,831, it is required to apply
such standards as from the year beginning
January 1, 2012. The FACPCE issues Adoption
Communications for the enforcement of IASB
resolutions in Argentina.
TR 26 establishes that parent company only
financial statements must be prepared
under IFRS approved to date in Argentina by
the “FACPCE”, except for the valuation of
investments in subsidiaries, which are valued
under the equity method.
In preparing these parent company only financial
statements for the year ended December 31,
2013, presented on a comparative basis, the
Company has followed the guidelines provided
by TR 26, and, therefore, these financial
statements have been prepared in accordance
with IFRS, except for the above-mentioned
valuation of investments in subsidiaries.
Some additional matters were included as
required by the Argentine Business Associations
Law and/or CNV regulations, including the
supplementary information provided under the
last paragraph of Section 1, Chapter III,
Title IV of General Resolution No. 622/13.
That information is included in the Notes to
these parent company only financial statements,
as provided under IFRS and CNV rules.
The interim condensed parent company
only financial statements have been prepared
based on historical cost, except for the
measurement at fair value of certain non-current
assets and financial instruments. In general,
the historical cost is based on the fair value
of the consideration granted in exchange
for the assets.
Certain figures reported in the financial
statements presented on a comparative basis
were reclassified in order to maintain the
consistency in the disclosure of the figures
corresponding to this year.
The attached information, approved by the
Board of Directors at the meeting held
on March 10, 2014, is presented in Argentine
Pesos (Ps.), the Argentine legal tender,
and arises from accounting records kept by
Grupo Clarín S.A.
2.2 Standards and Interpretations issued but
not adopted to date
The Company has not adopted IFRS or
revisions of IFRS issued as per the detail below,
since their application is not required for the
year ended December 31, 2013:
- IFRS 9 Financial Instruments: Issued in
November 2009 and amended in October
2010, IFRS 9 introduces new requirements for
the classification and measurement of financial
assets and liabilities and for their derecognition.
IFRS 9 is applicable to the years beginning
on or after January 1, 2015, and allows for its
early application. The changes are not likely
to have a material effect on the amounts
disclosed in connection with the Company’s
financial assets and liabilities.
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:33 AM Page 179
- IFRIC 21 Levies: The interpretation
establishes how to account for liabilities to
pay levies when those liabilities are within the
scope of IAS 37 “Provisions, Contingent
Liabilities and Contingent Assets” and when
they do not arise from income taxes (IAS 12)
or from fines or other penalties imposed for
breach of tax legislation. The interpretation
clarifies what is the obligating event that triggers
the obligation to pay the levy and when an
entity should recognize that obligation. Said
standard is applicable to years beginning
January 1, 2014. The changes will probably not
significantly affect the amounts disclosed in
connection with the Company’s tax liabilities.
2.3. Standards and Interpretations issued and
adopted to date
- IAS 1 Presentation of financial statements:
The amendment to IAS 1 requires that items
of other comprehensive income be grouped into
those that may and may not be subsequently
reclassified to profit or loss. The amendments
to IAS 1 do not specify which items are to
be disclosed in other comprehensive income.
This amendment is effective for annual periods
beginning as from July 1, 2012. The impact
of this standard is disclosed in the Parent
Company Only Statement of Comprehensive
Income.
- IAS 19 Employee Benefits: Since to
date the Company has not established defined
benefit plans for its employees and officers,
this standard did not have an impact on the
Company’s financial statements.
- IFRS 10 Consolidated Financial Statements:
Defines the principles of control and establishes
control as the basis for determining which
entities are to be consolidated in the consolidated
financial statements. This standard did not
have an impact on the Company’s financial
statements.
- IFRS 11 Joint Arrangements: Classifies joint
arrangements either as joint operations
(combining the existing concepts of assets
under common control and operations under
common control) or as joint ventures
(similar to the existing concepts of entities
under common control). IFRS 11 requires
the use of the equity method for joint
ventures 7 and also eliminates the proportional
consolidation method for this type of
businesses. This standard did not have an
impact on the Company’s financial statements.
- IFRS 12 Disclosure of Interests in Other
Entities: Establishes the disclosure requirements
for all forms of interests in other entities,
including subsidiaries, joint arrangements,
associates and unconsolidated structured
entities. The impact of this standard is disclosed
in notes to these financial statements.
- IFRS 13 Fair Value Measurement: Sets up
a single framework for measuring fair
value when required by other standards and
the disclosure requirements for fair value
measurement. This IFRS is applicable to both
financial and non-financial items measured
at fair value. The impact of this standard
is disclosed in notes to these parent company
only financial statements.
2.4 Equity Interests
The Company records the interest in its
subsidiaries and associates using the equity
method, as established by TR 26.
A subsidiary is an entity over which the
Company exercises control. Control is presumed
to exist when the Company has a right to
variable returns from its interest in a subsidiary
and has the ability to affect those returns
through its power over the subsidiary. This
power is presumed to exist when evidenced by
the votes, be it that the Company has the
majority of voting rights or potential rights
currently exercised.
An associate is an entity over which the
Company has significant influence, without
exerting control, generally accompanied
by equity holdings of between 20% and 50%
of voting rights.
The subsidiaries’ and associates’ net income
and the assets and liabilities are disclosed in the
financial statements using the equity method,
except when the investment is classified as
held for sale, in which case it is accounted
for under IFRS 5 “Non-Current Assets Held
for Sale and Discontinued Operations”.
Under the equity method, the investment in
a subsidiary or associate is to be initially
recorded at cost and the book value will be
178
179
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increased or decreased to recognize the investor’s
share in the comprehensive income for the
year or in other comprehensive income
obtained by the subsidiary or associate, after
the acquisition date. The distributions received
from the subsidiary or associate will reduce
the book value of the investment.
The losses incurred by an associate in excess
of the Company’s interest in such company are
recognized to the extent the Company has
undertaken any legal or implicit obligation or
has made payments on behalf of the associate.
Any excess of the acquisition cost over the
Company’s share in the net fair value of
the subsidiary’s or associate’s identifiable assets,
liabilities and contingent liabilities measured
at the acquisition date is recognized as goodwill.
Goodwill is included in the book value of the
investment and tested for impairment as part
of the investment. Any excess of the Company’s
share in the net fair value of the identifiable
assets, liabilities and contingent liabilities over
the acquisition cost, after its measurement
at fair value, is immediately recognized in the
statement of income.
Unrealized gains or losses on transactions
between the Company and its subsidiaries and
the associates are eliminated considering the
Company’s interest in those companies.
Adjustments were made, where necessary, to
the subsidiaries’ and associates’ financial
statements so that their accounting policies are
in line with those used by the Company.
2.4.1 Changes in the Company’s Interests in
Existing Subsidiaries
The changes in the Company’s interests in
subsidiaries that do not generate a loss of
control are recorded under equity. The book
value of the Company’s interests is adjusted
to reflect the changes in the relative interest in
the subsidiary. Any difference between the
amount for which an additional investment is
recorded and the fair value of the consideration
paid or received is directly recognized in equity.
In case of loss of control and significant
influence, any residual interest in the issuing
company is measured at its fair value at such
date, allocating the change in the recorded
value with an impact on net income. The
fair value is the initial amount recognized for
such investments for the purposes of its
subsequent valuation for the interest retained
as associate, joint operation or financial
instrument. Additionally any amount previously
recognized in Other Comprehensive Income
regarding such investments is recognized as if
the Company had disposed of the related assets
and liabilities Consequently, the amounts
previously recognized in Other Comprehensive
Income may be reclassified to net income.
2.5 Business Combinations
The Company applies the acquisition method
to account for business combinations. The
consideration for each acquisition is measured
at fair value (on the date of exchange) of the
assets acquired, the liabilities incurred or
assumed and the equity instruments issued by
the Company in exchange for the control of
the company acquired. The costs related to the
acquisition are expensed as incurred.
The consideration for the acquisition, if any,
includes any asset or liability arising from a
contingent consideration arrangement,
measured at fair value at the acquisition date.
Subsequent changes to such fair value, verified
within the measurement period, are adjusted
against the acquisition cost.
The measurement period is the actual period
that begins on the acquisition date and
ends as soon as the Company receives all the
information it was seeking about facts and
circumstances that existed as of the acquisition
date. The measurement period cannot exceed
one year from the acquisition date. All other
changes in the fair value of the contingent
consideration classified as assets or liabilities,
outside the measurement period, are recognized
in net income. Changes in the fair value of
the contingent consideration classified as
equity are not recognized.
In the case of business combinations achieved
in stages, the Company’s equity interest
in the company acquired is remeasured at
fair value at the acquisition date (i.e., the date
on which the Company acquired control)
and the resulting gain or loss, if any, is
recognized as income/expense or in other
comprehensive income, depending on the origin
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:33 AM Page 181
of the variation. In the periods preceding
the reporting periods, the Company may have
recognized in other comprehensive income
the changes in the value of the interest in the
capital stock of the acquired company. In
that case, the amount recognized in other
comprehensive income is recognized on
the same basis that would have been required
if the Company had directly disposed of the
previously-held equity interest.
The identifiable assets, liabilities and contingent
liabilities of the acquired company that meet
the conditions for recognition under IFRS 3
(2008) are recognized at fair value at the
acquisition date, except for certain particular
cases provided by such standard.
Any excess of the acquisition cost (including
the interest previously held, if any, and the
non-controlling interest) over the Company’s
share in the net fair value of the subsidiary’s or
associate’s identifiable assets, liabilities and
contingent liabilities measured at the acquisition
date is recognized as goodwill. Any excess
of the Company’s share in the net fair value of
the identifiable assets, liabilities and contingent
liabilities over the acquisition cost, after
its measurement at fair value, is immediately
recognized in net income.
The acquisition cost comprises the
consideration transferred and the acquisition-
date fair value of the acquirer’s previously-held
equity interest in the acquiree, if any.
2.6 Goodwill
Goodwill arises from the acquisition of
subsidiaries and associates and refers to the
excess of the sum of the consideration
transferred, the fair value of the acquirer’s
previously-held equity interest (if any) in
the acquiree over the interest acquired in the
net amount of the fair value at the date of
acquisition of the identifiable assets acquired
and liabilities assumed.
If, upon measurement at fair value, the
Company’s share in the fair value of net
identifiable assets of the acquired company
exceeds the amount of the consideration
transferred, the amount of any non-controlling
interest in such company and the fair value
of the acquirer’s previous equity interest in
the acquiree (if any), such excess is immediately
recognized in the statement of comprehensive
income as a gain arising from a very
profitable acquisition.
Goodwill is not amortized, but tested for
impairment on an annual basis. For the
purposes of impairment testing, goodwill is
allocated to each of the Company’s cash-
generating units expected to render benefits
from the synergies of the respective business
combination. Those cash-generating units
to which goodwill is allocated are tested for
impairment on an annual basis, or more
frequently, when there is any indication of
impairment. If the recoverable value of the cash-
generating unit, i.e. the higher of the value in
use or the fair value net of selling expenses,
is lower than the value of the net assets allocated
to that unit, including goodwill, the impairment
loss is first allocated to reduce the goodwill
allocated to the unit and then to the other
assets of the unit, on a pro rata basis, based on
the valuation of each asset in the unit. The
impairment loss recognized against the valuation
of goodwill is not reversed under any
circumstance.
In case of a loss of control in the subsidiary,
the amount attributable to goodwill is included
in the calculation of the corresponding gain
or loss.
As mentioned in Note 11, the recoverability
of certain goodwill could be affected by the final
outcome of the circumstances described in
such note.
2.7 Revenue recognition
Management fees are recognized when such
services are rendered at the fair value of
the consideration received or to be received.
2.8 Foreign Currency and Functional Currency
The financial statements of each of the
Company’s subsidiaries or associates
are prepared in the currency of the primary
economic environment in which the entity
operates (its functional currency). For the
purposes of the Company’s parent company
only financial statements, the net income
and the financial position of each entity are
stated in Argentine Pesos (Argentina’s legal
tender for all companies domiciled in
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Argentina), which is the Company’s functional
currency.
In preparing the financial statements of the
individual entities, the transactions in currencies
other than the entity’s functional currency
(foreign currency) are recorded at the
exchange rates prevailing on the dates on which
transactions are carried out. At the end
of each reporting year, the monetary items
denominated in foreign currency are
retranslated at the exchange rates prevailing
on such date.
Exchange differences are charged to net income
as incurred.
In preparing the Company’s parent company
only financial statements, in order to measure,
under the equity method, the Company’s
interest in the entities which functional
currencies is different from the Argentine Peso,
the assets and liabilities of such companies
are translated to Argentine pesos at the exchange
rate prevailing at the end of the year, while
the net income is translated at the exchange
rate prevailing on the transaction date.
Translation differences are recognized in other
comprehensive income as “Variation in
Translation Differences of Foreign Operations”.
2.9 Taxes
The income tax charge reflects the sum of
current income tax and deferred income tax.
2.9.1 Current and Deferred Income Tax for
the year
Current and deferred taxes are recognized as
expense or income for the year, except when
they are related to entries debited or credited to
other comprehensive income or directly to
equity, in which cases taxes are also recognized
in other comprehensive income or directly
in equity, respectively. In the case of a business
combination, the tax effect is taken into
consideration in the calculation of goodwill
or in the determination of the excess of
acquirer’s interest in the net fair value of the
acquiree’s identifiable assets, liabilities and
contingent liabilities over the cost of the
business combination.
2.9.2 Current Tax
Current tax payable is based on the taxable
income recorded during the year. Taxable
income and net income reported in the
consolidated statement of comprehensive
income differ due to revenue or expense items
that are taxable or deductible in other fiscal
years and items that are never taxable or
deductible. The current tax liability is calculated
using the tax rate in effect as of the date of
these parent company only financial statements.
2.9.3 Deferred Tax
Deferred tax is recognized on temporary
differences between the book value of the assets
and liabilities included in these financial
statements and the corresponding tax basis
used to determine taxable income. Deferred tax
liabilities are generally recognized for all
temporary fiscal differences. Deferred tax assets
are recognized for all deductible temporary
differences to the extent that it is likely that
future taxable income will be available
against which those deductible temporary
differences can be charged. These assets and
liabilities are not recognized if the temporary
differences arise from goodwill or from the
initial recognition (other than in a business
combination) of other assets and liabilities
in a transaction that affects neither the taxable
income nor the accounting income.
The book value of a deferred tax asset is
reviewed at each reporting year and reduced to
the extent that it is no longer likely that
sufficient taxable income will be available in the
future to allow for the recovery of all or part
of the asset.
Deferred tax assets and liabilities are measured
at the tax rates that are expected to be applicable
in the year in which the asset is realized or
the liability is settled, based on the tax rates
(and tax laws) that have been enacted or
substantively enacted by the end of the period.
The measurement of deferred tax liabilities
and assets reflects the tax consequences
that would follow from the manner in which
the entity expects, at the end of the reporting
year, to recover or settle the book value of its
assets and liabilities.
Deferred tax assets are offset against deferred
tax liabilities if effective regulations allow
to offset, before the tax authorities, the amounts
recognized in those items; and if the deferred
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tax assets and liabilities arise from income
taxes levied by the same tax authority and the
Company intends to settle its assets and
liabilities on a net basis.
the asset’s book value, and recognized under
“Other Income and Expense, net” in the parent
company only statement of comprehensive
income.
Under the IFRS, deferred tax assets and
liabilities are classified as non-current assets and
liabilities, respectively.
2.9.4 Tax on Assets
In Argentina, the tax on assets (impuesto a la
ganancia mínima presunta) is supplementary
to income tax. The Company assesses this
tax at the effective rate of 1% on the taxable
assets at year-end. The Company’s tax liability
for each year will be equal to the higher of
the tax on assets assessment or the income tax
liability assessed at the legally effective rate
on the estimated taxable income for the year.
However, if the tax on assets exceeds the
income tax liability in any given fiscal year,
the excess may be creditable against any excess
of income tax liability over the tax on assets
in any of the following ten fiscal years.
The tax on assets balance has been capitalized
in the parent company only financial
statements, net of a valuation allowance, based
on the Company’s current business plans.
2.10 Property, Plant and Equipment and
Intangible Assets
Property, plant and equipment held for
use in the supply of services, or for
administrative purposes, are recorded at cost
less accumulated depreciation and any
accumulated impairment loss.
Depreciation of property, plant and equipment
is recognized on a straight-line basis over its
estimated useful life.
The estimated useful life, residual value
and depreciation method are reviewed at each
year-end, with the effect of any changes in
estimates accounted for on a prospective basis.
Repair and maintenance expenses are expensed
as incurred.
The gain or loss arising from the retirement
or disposal of an item of property, plant
and equipment is calculated as the difference
between income from the sale of the asset and
The residual value of an asset is written down
to its recoverable value, if the asset’s residual
value exceeds its estimated recoverable value
(see Note 2.11).
Intangible assets comprise software and are
valued at cost, net of the corresponding
accumulated amortization and impairment
losses. Amortization is calculated on a straight
line basis over the estimated useful life of
the intangible assets. The Company reviews
the useful lives applied, the residual value
and the amortization method at each year-end,
and accounts the effect of any changes in
estimates on a prospective basis.
2.11 Impairment of Non-Financial Assets,
Except Goodwill
At the end of each financial statement, the
Company reviews the book value of its
non-financial assets with definite useful life to
determine the existence of any evidence
indicating that these assets could be impaired.
If there is any indication of impairment, the
recoverable value of these assets is estimated
for the purposes of determining the amount of
the impairment loss (in case the recoverable
value is lower than the book value). Where it is
not possible to estimate the recoverable value
of an individual asset, the Company estimates
the recoverable value of the cash-generating
unit (“CGU”) to which such asset belongs.
Where a consistent and reasonable allocation
base can be identified, corporate assets are
also allocated to an individual cash-generating
unit or, otherwise, to the smallest group of
cash-generating units for which a consistent
allocation base can be identified.
The recoverable value of an asset is the higher
of the fair value less selling expenses or its value
in use. In measuring value in use, estimated
future cash flows are discounted at their present
value using a pre-tax discount rate, which
reflects the current market assessments of the
time value of money and, if any, the risks
specific to the asset for which estimated future
cash flows have not been adjusted.
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Assets with an indefinite useful life (for
example, non-financial assets unavailable for
use) are not amortized, but are tested for
impairment on an annual basis.
During this year, no impairment losses have
been recorded for these assets.
2.12 Financial Instruments
2.12.1 Financial Assets
Purchases and sales of financial assets are
recognized at the transaction date when
the Company undertakes to purchase or sell
the asset, and is initially measured at fair value,
plus transaction costs, except for those financial
assets classified at fair value with changes
in the statement of income, which are initially
measured at fair value.
2.12.1.1 Classification of Financial Assets
Financial assets are classified within the
following specific categories: “financial assets
at fair value with changes in net income”,
“held-to-maturity investments” and “loans and
receivables”. The classification depends on
the nature and purpose of the financial assets
and is determined on initial recognition.
2.12.1.2 Recognition and Measurement of
Financial Assets
2.12.1.2.1 Financial Assets at Fair Value with
Changes in Net Income
Financial assets at fair value with changes in
net income are recorded at fair value,
recognizing any gain or loss arising from the
measurement in the parent company only
statement of comprehensive income. The net
gain or loss recognized in net income includes
any gain or loss generated by the financial
asset and is included in the item financial
income and cost in the parent company only
statement of comprehensive income.
The assets designated in this category are
classified as current assets if they are expected
to be traded within 12 months; otherwise, they
are classified as non-current assets.
The fair value of these assets is calculated based
on the current quoted market price of these
securities.
2.12.1.2.2 Held-to-maturity Investments
Held-to-maturity investments are measured at
amortized cost using the effective interest rate
method less any impairment, if any.
The effective interest rate method calculates the
amortized cost of a financial asset or liability and
the allocation of financial income or cost over
the whole corresponding period. The effective
interest rate is the rate that exactly discounts
estimated future cash payments or receipts over
the expected life of the financial instrument to
the net book value of the financial asset or
liability on its initial recognition.
Balances in foreign currency were translated
at the exchange rate prevailing at the closing of
year for the settlement of these transactions.
Foreign exchange differences were charged to
net income for each year.
2.12.1.2.3 Loans and Receivables
Loans and trade receivables with fixed or
determinable payments not traded in an active
market are classified as “trade receivables and
other”. Trade receivables and other are initially
measured at fair value, and subsequently
measured at amortized cost using the effective
interest rate method, less any impairment,
if any. Interest income is recognized using the
effective interest rate method, except for
short-term balances for which the recognition
of interest is not significant.
Loans and receivables are classified as current
assets, except for the maturities exceeding 12
months from the closing date.
Loans in foreign currency have been valued
as mentioned above, at the exchange rates
prevailing as of each year-end. Foreign exchange
differences were charged to net income for
each year.
2.12.1.3 Impairment of Financial Assets
The Company tests financial assets or a group
of assets for impairment at each closing
date to assess if there is any objective evidence
of impairment. The value of a financial asset
or a group of assets is impaired, and an
impairment loss is recognized, where there is
objective evidence of the impairment as a
result of one or more events that occurred after
the initial recognition of the asset (a “loss
event”) and that loss event or events have
an impact on the estimated future cash flows
of the financial asset or a group of assets,
which may be reliably measured.
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The objective evidence of impairment may
include, among others, significant financial
difficulties of the issuer or obligor; or breach
of contractual terms, such as default or
delinquency in interest or principal payments.
The Company tests for impairment financial
assets disclosed under Other Receivables on
a case by case basis.
Where there is objective evidence of an
impairment loss in the value of loans granted,
receivables or held-to-maturity investments
recorded at amortized cost, the loss amount
is measured as the difference between the book
value and the present value of estimated
future cash flows (without including future
non-incurred losses), discounted at the original
effective interest rate of the financial asset.
The asset’s book value is written down under
a contra asset account. The loss amount is
recognized in net income for the year.
If, in subsequent periods, the impairment
loss amount decreases and such decrease can
be objectively related to an event occurring
after the impairment has been recognized
(such as an improvement in the debtor’s credit
rating), the previously recognized impairment
loss is reversed. A loss reversal can only
be recorded to the extent the financial asset’s
book value does not exceed the amortized
cost that would have been determined if
the impairment loss had not been recorded
at the reversal date. The reversal amount
is recognized in net income for the year.
2.12.1.4 Derecognition of Financial Assets
The Company derecognizes a financial asset
when the contractual rights to the cash
flows of such assets expire or when it transfers
the financial asset and, therefore, all the risks
and benefits inherent to the ownership of the
financial asset are transferred to another entity.
If the Company retains substantially all the
risks and benefits inherent to the ownership
of the transferred asset, it will continue to
recognize it and will recognize a liability for
the amounts received.
2.12.2 Financial Liabilities
Financial liabilities are valued at amortized cost
using the effective interest rate method.
2.12.2.1 Debts
Debt is initially valued at fair value net of
the transaction costs incurred, and subsequently
valued at amortized cost using the effective
interest rate method. Any difference between
the initial value net of the transaction costs
and the settlement value is recognized in
the income statement over the term of the loan
using the effective interest rate method.
Interest expense has been charged to the parent
company only statement of comprehensive
income under “Financial Costs”.
2.12.2.2 Trade Payables and Other
Trade payables with fixed or determinable
payments not traded in an active market
are classified as “Trade Payables and Other”.
Trade Payables and Other are initially measured
at fair value, and subsequently measured at
amortized cost using the effective interest rate
method. Interest expense is recognized using
the effective interest rate method, except for
short-term balances for which the recognition
of interest is not significant.
Trade Payables and Other are classified as
current, except for the maturities exceeding 12
months from the closing date.
Trade payables in foreign currency have been
valued as mentioned above, at the exchange
rates prevailing as of each year end. Foreign
exchange differences were charged to net
income for each year.
2.12.2.3 Derecognition of Financial
Liabilities
An entity shall derecognize a financial liability
(or part of it) when, and only when, it has
been extinguished, i.e., when the obligation
specified in the corresponding agreement
is discharged, cancelled or expires.
2.13 Other Liabilities
The other liabilities have been valued at
nominal value.
2.14 Parent Company Only Statement of
Cash Flows
For the purposes of preparing the parent
company only statement of cash flows, the item
“Cash and Cash Equivalents” includes cash
and bank balances, high liquidity short-term
investments (with original maturities shorter
than 90 days), and bank overdrafts payable
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on demand, if any, are deducted to the extent
they are part of the Company’s cash
management.
Bank overdrafts are classified as “Debt” in the
parent company only balance sheet.
Cash and cash equivalents at each year-end,
as disclosed in the parent company only
statement of cash flows, may be reconciled
against the items related to the parent company
only balance sheet as follows:
December 31, 2013
December 31, 2012
7,959,791
149,294,148
157,253,939
5,251,306
7,742,929
12,994,235
Cash and Banks
Short-Term Investments
Cash and Cash Equivalents
In the years ended December 31, 2013 and
2012, the following significant transactions were
carried out, which did not have an impact on
cash and cash equivalents:
Dividends collected through debt settlement
Contributions to Subsidiaries
110,748,330
-
132,640,431
20,261,301
December 31, 2013
December 31, 2012
2.15 Distribution of Dividends
The distribution of dividends to the Company’s
shareholders is recognized as a liability in
the financial statements for the year in which
the distribution of dividends is approved by
the Shareholders’ Meeting.
Note 3
Accounting Estimates and Judgments
In applying the accounting policies described in
Note 2, the Company has to make judgments
and prepare accounting estimates of the value of
the assets and liabilities which may not be
otherwise obtained. The estimates and related
assumptions are based on historical experience
and other pertinent factors. Actual results may
differ from these estimates.
The underlying estimates and assumptions
are continually reviewed. The effects of the
reviews of accounting estimates are recognized
for the year in which estimates are reviewed.
These estimates basically refer to:
Impairment of Goodwill
The Company assesses goodwill for impairment
on an annual basis. In determining if there
is impairment of goodwill, the Company
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:33 AM Page 187
calculates the value in use of the cash
generating units to which it has been allocated.
The calculation of the value in use requires
the determination by the entity of the future
cash flows that should arise from the cash
generating units and an appropriate discount
rate to calculate the present value.
During this year, no impairment losses have
been recorded for goodwill.
Recognition and Measurement of Deferred
Tax Items
As disclosed in Note 2.9, deferred tax assets
are only recognized for temporary differences to
the extent that it is likely that the entity will
have enough future taxable income against
which the deferred tax assets can be used. Tax
loss carryforwards from prior years are only
recognized when it is likely that the entity will
have enough future taxable income against
which they can be used.
The Company examines the recoverable value
of deferred tax assets based on its business plans
and books a valuation allowance, if appropriate,
so that the net position of the deferred tax
asset will reflect the probable recoverable value.
Determination of the Useful Lives of Property,
Plant and Equipment
The Company reviews the reasonableness of
the estimated useful life of property, plant and
equipment at each year-end.
Measurement of the fair value of certain
financial instruments
The fair value of a financial instrument is the
amount at which the instrument could be
purchased or sold between knowledgeable,
willing parties in an arm’s length transaction. If
there is a quoted market price available for an
instrument in an active market, the fair value is
calculated based on that price.
If there is no quoted market price available for a
financial instrument, its fair value is estimated
based on the price established in recent
transactions involving the same or similar
instruments and, otherwise, based on valuation
techniques regularly used in financial markets.
The Company uses its judgment to select a
variety of methods and makes assumptions
based on market conditions at closing.
Note 4
Breakdown of the Main Items of the Parent Company only Balance Sheet
4.1 Property, Plant and Equipment
Main Account
the Beginning
Additions
Retirements
2013
Historical value
Balance at
Balances as of
December 31,
Furniture and Fixtures
Audio and Video Equipment
Telecommunication Equipment
Computer Equipment
Total as of December 31, 2013
436,420
122,179
151,697
5,061,616
5,771,912
7,098
-
41,426
471,149
519,673
-
-
-
-
-
443,518
122,179
193,123
5,532,765
6,291,585
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Useful Life
Balance
at the
Depreciation
Balances
Net Book
as of
Value as of
December
December
Main Account
(in years)
Beginning
Retirements
For the year
31, 2013
31, 2013
Furniture and Fixtures
Audio and Video Equipment
Telecommunication
Equipment
Computer Equipment
Total as of
December 31, 2013
10
5
5
3
187,700
96,161
79,232
4,174,372
4,537,465
-
-
-
-
-
41,373
9,817
229,073
105,978
25,928
506,791
105,160
4,681,163
214,445
16,201
87,963
851,602
583,909
5,121,374
1,170,211
Balance at
Historical value
Balances as of
December 31,
Main Account
the Beginning
Additions
Retirements
2012
Furniture and Fixtures
Audio and Video Equipment
Telecommunication Equipment
Computer Equipment
Total as of December 31, 2012
352,594
122,179
103,740
4,367,683
4,946,196
83,826
-
47,957
693,933
825,716
-
-
-
-
-
436,420
122,179
151,697
5,061,616
5,771,912
Useful Life
Balance
at the
Depreciation
Balances
Net Book
as of
Value as of
December 31, December 31,
Main Account
(in years)
Beginning
Retirements
For the year
2012
2012
Furniture and Fixtures
Audio and Video Equipment
Telecommunication
Equipment
Computer Equipment
Total as of
December 31, 2012
10
5
5
3
147,429
81,889
60,010
3,737,449
4,026,777
-
-
-
-
-
40,271
14,272
187,700
96,161
19,222
436,923
79,232
4,174,372
248,720
26,018
72,465
887,244
510,688
4,537,465
1,234,447
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4.2 Intangible Assets
Balance at
Historical value
Balances as of
December 31,
Main Account
Software
Total as of December 31, 2013
the Beginning
Additions
Retirements
2013
173,632
173,632
179,860
179,860
-
-
353,492
353,492
Amortization
Period
Balance
at the
Amortization
Balances
Net Book
as of
Value as of
December
December
Main Account
(in years)
Beginning
Retirements
For the year
31, 2013
31, 2013
Software
Total as of
December 31, 2013
3
33,376
33,376
-
-
63,255
96,631
256,861
63,255
96,631
256,861
Balance at
Historical value
Balances as of
December 31,
Main Account
Software
Total as of December 31, 2012
the Beginning
Additions
Retirements
2012
-
-
173,632
173,632
-
-
173,632
173,632
Amortization
Period
Balance
at the
Amortization
Balances
Net Book
as of
Value as of
December
December
Main Account
(in years)
Beginning
Retirements
For the year
31, 2012
31, 2012
Software
Total as of
December 31, 2012
3
-
-
-
-
33,376
33,376
140,256
33,376
33,376
140,256
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4.3. Investment in Unconsolidated Affiliates
Class
Nominal Value
Quantity
Value recorded
as of
December 31,
2013 (1)
Non-Current Investments
SHOSA (3)
- Goodwill
Vistone (3)
VLG (3)
- Goodwill
CVB (3)
CLC (3)
Pem S.A.
AGEA
AGR
CIMECO
- Goodwill
CMI
ARTEAR
IESA
Radio Mitre
GC Services
GCGC
CMD
GC Minor
Total
Common
Common
-
Common
Common
Common
Common
Common
Common
Common
Common
Common
Common
-
Common
Common
Common
$ 1.00
123,341,081
1,098,425,497
495,735,087
322,528,386
1,092,332,346
$ 1.00
-
$ 1.00
$ 1.00
$ 1.00
$ 1.00
$ 1.00
$ 1.00
$ 1.00
$ 1.00
$ 1.00
$ 1.00
-
$ 1.00
$ 1.00
$ 1.00
-
63,298,286
19,188,422
1
141,199,126
1,254,128
37,412,958
98
53,186,347
12,454
27,475,368
-
15,605,979
58,595,147
3,022,008
2
I
204,555,629
100,503,301
248,988,172
65,534,396
2
588,820,369
1,361,825
40,392,629
58,837,707
222,684
379,724,086
147,693,817
36,383,803
14,845,174
9,173,206
25,370,467
7,228,332
4,616,128,529
65,188,295
65,188,295
Other Non-Current Liabilities
GCSA Investments
Total
-
-
-
(1) In certain cases, the equity value does not correspond to the related
shareholders’ equity due to: (i) the adjustment of the equity value to
the Company’s accounting policies, as required by professional accounting
standards, (ii) the elimination of goodwill generated by transactions
between companies under the Company’s common control, (iii) the
existence of irrevocable contributions, and (iv) adjustments to fair market
value of net assets for acquisitions made by the Company.
(2) Interest in votes amounts to 98.8%.
(3) Companies through which an interest is held in Cablevisión S.A.
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:33 AM Page 191
Value recorded
as of
December 31,
Information about the issuer - Latest financial statements
Shareholders’
2012 (1) Main business activity
Date
Capital Stock
Net Income
Equity
Interest (%)
889,863,588
Investing and financing
12.31.2013
127,153,997
291,617,724
1,521,083,628
495,735,087
935,907,491
Investing and financing
165,692,576
Investing and financing
100,503,301
213,426,388
Investing and financing
58,904,881
Investing and financing
2
Investing
681,361,011
Publishing and Printing
1,440,978
Printing
35,321,311
Investing and financing
58,837,707
176,242
Advertising
359,734,353
Broadcasting Services
102,314,354
Investing and financing
27,119,367
Broadcasting Services
11,182,693
Investing and financing
8,030,273
Services
23,786,177
Investing and services
5,338,870
Investing and financing
4,174,676,650
12.31.2013
12.31.2013
12.31.2013
12.31.2013
12.31.2013
12.31.2013
12.31.2013
12.31.2013
12.31.2013
12.31.2013
12.31.2013
12.31.2013
12.31.2013
12.31.2013
12.31.2013
12.31.2013
339,365,203
-
210,579,431
481,993,615
1,079,772,328
2,576,763,258
66,628,353
19,189,422
22,614,490
141,199,151
138,865,285
180,479,453
12,000
54,859,553
12,857
56,613,136
19,075,942
16,006,285
69,295,301
3,637,879
50,431,901
11,417,945
8,156,215
(96,239,749)
(11,003,579)
50,119,719
5,686,699
146,043,545
53,052,145
525,231
3,662,480
1,221,666
1,846,281
1,901,018
244,426,590
60,983,889
39,430,142
606,885,026
154,278,337
325,537,300
27,267,521
395,172,368
152,473,053
37,618,185
14,845,174
9,408,505
77,269,632
7,558,853
97.0%
95.0%
11.0%
95.0%
99.9%
0.1%
99.9%
0.9%
20.7%
0.8%
(2) 97.0%
96.9%
94.7%
100%
97.5%
84.6%
95.6%
28,624,787
Investing and financing
12.31.2013
306
(38,162,044)
(71,668,924)
100%
28,624,787
190
191
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:33 AM Page 192
Equity in Earnings from Affiliates and Subsidiaries
December 31, 2013
December 31, 2012
SHOSA
Vistone
VLG
CVB
CLC
AGEA
CIMECO
GCSA Investments
ARTEAR
IESA
Radio Mitre
GCGC
CMD
GC Services
Other
4.4 Other Receivables
Non-Current
Guarantee Deposits
Tax on assets
Valuation Allowance for Tax on Assets
Current
Related Parties (Note 8)
Tax Credits
Advances
Dividend Receivable (Note 8)
Other
4.5 Other Investments
Financial Instruments
Money Market
Mutual Funds
4.6 Cash and Banks
Cash and Imprest Funds
Cash at Banks
200,748,393
146,255,081
36,949,104
35,310,149
8,215,809
(95,582,561)
8,802,719
(36,563,508)
141,662,007
51,385,125
264,436
1,142,933
1,625,485
3,662,481
1,785,181
505,662,834
228,480,831
164,088,477
43,964,793
39,559,876
9,378,433
27,119,742
7,170,843
(13,610,201)
34,000,893
(404,782)
(25,775,855)
(1,707,198)
(1,653,734)
1,342,074
(905,414)
511,048,778
December 31, 2013
December 31, 2012
30,000
28,860,490
(28,860,490)
30,000
66,619,406
599,092
1,842,906
11,311
31,744
69,104,459
30,000
27,993,242
(27,993,242)
30,000
22,994,617
603,090
1,563,841
-
37,280
25,198,828
December 31, 2013
December 31, 2012
6,774,979
129,949,690
12,569,479
149,294,148
572,684
7,170,245
-
7,742,929
December 31, 2013
December 31, 2012
145,927
7,813,864
7,959,791
145,927
5,105,379
5,251,306
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:33 AM Page 193
4.7 Debt
Current
Related Parties (Note 8)
December 31, 2013
(1) December 31, 2012
691,884
691.884
62.084.479
62,084,479
(1) Accrues interest at an annual nominal average rate of 22%.
The following table details the changes in loans and indebtedness
for the year ended December 31, 2013 and the prior year:
Balances as of January 1
New Loans and Indebtedness
Accrued Interest
Settlement of principal and interest
Balances as of December 31
4.8 Taxes Payable
Current
Taxes Payable on a National Level
Taxes Payable on a Provincial Level
4.9 Trade Payables and Other
Current
Suppliers and Trade Provisions
Related Parties (Note 8)
Employer’s Contributions
2013
2012
62,084,479
45,400,000
4,166,484
(110,959,079)
691,884
127,730,585
62,894,866
7,819,631
(136,360,603)
62,084,479
December 31, 2013
December 31, 2012
4,937,019
282,338
5,219,357
1,327,384
296,184
1,623,568
December 31, 2013
December 31, 2012
4,010,690
1,037,397
32,046,137
37,094,224
4,294,506
1,415,638
22,926,499
28,636,643
4.10 Assets and Liabilities in Foreign Currency
December 31, 2013
December 31, 2012
Type and
Amount of
Foreign
Prevailing
Currency
Exchange Rate
Amount in
Local
Currency
Type and
Amount of
Foreign
Currency
USD 20,167,320
USD
61,169
6.48
6.48
130,684,231
USD 1,586,666
396,376
USD
59,361
131,080,607
131,080,607
Amount in
Local
Currency
7,742,929
289,682
8,032,611
8,032,611
Items
Assets
Current Assets
Other Investments
Cash and Banks
Total Current Assets
Total Assets
USD - US Dollars
192
193
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:33 AM Page 194
4.11 Changes in Allowances
Balance at
Balances as of
Balances as of
December 31,
December 31,
Items
the Beginning
Increases
Decreases
2013
2012
Deducted from Assets
Valuation Allowance for
Net Deferred Tax Assets
28,179,569
(1) 3,331,492
(4,087,366)
27,423,695
28,179,569
Valuation Allowance for
Tax on Assets
Allowance for
Goodwill Impairment
Total
27,993,242
(1) 3,544,739
(2,677,491)
28,860,490
27,993,242
28,432,495
84,605,306
-
-
6,876,231
(6,764,857)
28,432,495
84,716,680
28,432,495
84,605,306
(1) Charged to Income Tax and Tax on Assets
Note 5
Breakdown of the Main Items of the Parent Company only Statement of Comprehensive Income
5.1 Information Required under Section 64, Subsection b) of Law No. 19,550
Administrative Expenses
December 31, 2013
December 31, 2012
78,155,036
760,000
29,093,027
5,631,617
1,151,324
93,022
538,123
1,145,100
679,605
625,425
2,836,292
161,027
583,909
63,255
3,556,893
125,073,655
65,902,696
524,000
24,929,742
4,016,887
918,901
80,600
346,693
1,035,567
489,712
986,987
2,810,603
83,154
510,688
33,376
3,572,883
106,242,489
Item
Salaries, Social Security and Benefits to Personnel (1)
Supervisory Committee’s fees
Fees for services (2)
Taxes, Duties and Contributions
Other personnel expenses
General expenses
IT expenses
Maintenance Expenses
Communication expenses
Advertising expenses
Travel Expenses
Stationery and Office Supplies
Depreciation of Property, Plant and Equipment
Amortization of Intangible Assets
Other expenses
Total
(1) Includes fees for technical and administrative
services to Directors in the amount of Ps. 10,640,165
as of December 31, 2013. Additionally, they include
the effect of the long-term savings plan for employees
mentioned in Note 13.
(2) Includes Directors’ fees for they year 2013 in the
amount Ps. 2,240,572.
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:33 AM Page 195
5.2 Financial Costs
Interest
5.3 Other Financial Results, net
Exchange Difference and Other Financial Results
Interest
Other Taxes and Expenses
Note 6
Income tax
The following table shows the breakdown of net
deferred tax assets (amounts stated in thousands
of Argentine Pesos):
Assets
Tax Loss Carryforwards
Other Investments
Employer’s Contributions
Other
Subtotal
Valuation Allowance for
Deferred Tax Assets
Net Deferred Tax Assets
December 31, 2013
December 31, 2012
(4,166,484)
(4,166,484)
(7,879,150)
(7,879,150)
December 31, 2013
December 31, 2012
15,656,080
1,843,506
(2,114,994)
15,384,592
5,793,333
142,163
(3,251,839)
2,683,657
December 31, 2013
December 31, 2012
27,424
7,280
4,785
8
39,497
(27,424)
12,073
28,180
7,463
3,692
8
39,343
(28,180)
11,163
194
195
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:33 AM Page 196
December 31, 2013
December 31, 2012
(168,863)
(169,318)
176,982
(5,574)
1,696
4,241
(3,331)
910
910
910
(3,545)
(2,635)
178,867
(4,529)
832
5,852
(5,042)
810
810
810
(2,266)
(1,456)
The following table shows the reconciliation
between the income tax and tax on assets
charged to net income for the years ended
December 31, 2013 and 2012 and the income
tax liability that would result from applying the
current tax rate on income before income tax
and tax on assets and the income tax liability
assessed for each year (amounts stated in
thousands of Argentine Pesos):
Income Tax Assessed at the Current Tax Rate (35%)
on Income before Income Tax
Permanent Differences:
Gain/Loss on Investments in Subsidiaries
Non-Taxable Income
Other
Subtotal
Valuation Allowance for Net Deferred Tax Assets
Charged to Income
Income Tax
Deferred Taxes for the Year
Income Tax
Tax on assets
Total
As of December 31, 2013, the Company’s
accumulated tax loss carryforwards amounted
to approximately Ps. 78.4 million, which
calculated at the current tax rate, represent
deferred tax assets in the amount of
approximately Ps. 27.4 million. The following
table shows the expiration date of the
accumulated tax loss carryforwards pursuant
to statutes of limitations (amounts stated
in thousands of Argentine Pesos):
Expiration year
Amount of Tax Loss
Carryforward
2014
2015
2016
2017
2018
19,023
15,345
20,061
14,250
9,675
78,354
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:33 AM Page 197
Note 7
Reserves, Retained Earnings and Dividens
Balances at the beginning of the year:
Legal Reserve
Accumulated Results
Other Reserves
Optional Reserves
Total
Net Income Attributable to the Parent Company
Dividend Distribution
Changes in Reserves for Acquisition of Investments
Balance at the end of the year
a. Grupo Clarín
The Company’s bylaws set forth that retained
earnings shall be appropriated as follows:
(i) 5% to the Company’s legal reserve until such
reserve equals 20% of the Company’s capital
stock; and (ii) the balance, in whole or in part,
to the payment of the fees of the members
of the Board of Directors and the Supervisory
Committee, to dividends on common shares,
or reserve accounts, or as otherwise determined
by the Shareholders, among other situations.
On April 26, 2012, Grupo Clarín’s Annual
Regular Shareholders’ Meeting decided, among
other things, to appropriate the accumulated
results for the year 2011; which at that
time amounted to Ps. 1,540,313,089 as follows:
(i) Ps. 23,912,434 to the legal reserve,
(ii) Ps. 135,000,000 to dividend distribution,
which have already been paid,
(iii) Ps. 387,028,756 to the judicial reserve
for future dividend distribution,
(iv) Ps 300,000,000 to the optional reserve for
future dividends and (v) Ps. 694,371,899
to the optional reserve for illiquidity of results.
On April 25, 2013, at the Annual Regular
Shareholders’ Meeting Grupo Clarín, the
shareholders decided, among other things, to
appropriate the net income for the year 2012,
December 31, 2013
December 31, 2012
88,652,667
481,152,598
5,207,274
1,381,400,655
1,956,413,194
479,831,556
-
-
2,436,244,750
64,740,233
1,539,154,967
(18,384,533)
-
1,585,510,667
482,310,720
(135,000,000)
23,591,807
1,956,413,194
which amounted to Ps. 482,310,720, as
follows: (i) Ps. 24,057,630 to the legal reserve,
(ii) Ps. 1,158,122 to absorb accumulated
deficit and (iii) Ps. 457,094,968 to an optional
reserve to provide financial aid to subsidiaries
and in connection with the Audiovisual
Communication Services Law.
b. Cablevisión
On April 23, 2013, at the Annual General
Regular and Special Shareholders’ Meeting of
Cablevisión, its shareholders decided to
distribute cash dividends in the amount of
Ps. 250 million, payable in two equal
installments, as determined by the Board of
Directors. Out of such amount, approximately
Ps. 100 million corresponds to the non-
controlling interest in that company. On May
6, 2013, the Board of Directors of Cablevisión
decided to make available to shareholders
as from May 9, 2013 the amount of Ps. 175
million corresponding to the first installment
and a portion of the second installment of
the approved dividends. In addition, on May
20, 2013 the Board of Directors of Cablevisión
decided to make available to shareholders as
from May 24, 2013 the amount of Ps. 75
million, thus settling the second installment
of the approved dividends.
196
197
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:33 AM Page 198
Note 8
Balances and Transactions with Related Parties
The following table shows the breakdown of
the Company’s balances with its related parties:
Company
Item
December 31, 2013
December 31, 2012
Subsidiaries
Vistone
SHOSA
CVB
CLC
AGEA
Long-Term Debt
Long-Term Debt
Long-Term Debt
Long-Term Debt
Dividends Receivable
Other Receivables
Trade Payables and Other
ARTEAR
Other Receivables
IESA
Radio Mitre
GCGC
Trade Payables and Other
Trade Payables and Other
Other Receivables
Other Receivables
Trade Payables and Other
-
-
-
(691,884)
11,311
54,372,094
(44,167)
2,698,374
(193,158)
(29,975)
3,903,756
428,440
(27,622)
(30,327,556)
(23,636,527)
(3,147,155)
(4,973,241)
-
18,912,095
(27,906)
157,374
(240,774)
(29,975)
8,042
10,742
(1,024,735)
Company
Item
December 31, 2013
December 31, 2012
Indirectly controlled
Cablevisión
PRIMA
AGR
UNIR
Impripost
Ferias y
Trade Payables and Other
Trade Payables and Other
Other Receivables
Trade Payables and Other
Other Receivables
Other Receivables
Exposiciones S.A.
Auto Sports
Other Receivables
Other Receivables
TRISA
CIMECO
Cúspide
Trade Payables and Other
Other Receivables
Trade Payables and Other
(33,758)
(498,681)
4,356,000
(2,425)
1,158
835,875
128
23,291
(205,238)
290
(2,373)
(6,682)
(29,537)
3,334,710
(56,029)
1,158
377,075
128
193,293
-
-
-
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:33 AM Page 199
The following table details the transactions carried
out by the Company with related parties for
the years ended December 31, 2013 and 2012:
Company
Item
December 31, 2013
December 31, 2012
Subsidiaries
AGEA
ARTEAR
Vistone
CLC
SHOSA
CVB
Radio Mitre
GCGC
Management fees
Advertising
Management fees
Interest Expense
Interest Expense
Interest Expense
Interest Expense
Management fees
Interest Income
Management fees
Services
Interest Income
Indirectly controlled
Cablevisión
Management fees
PRIMA
AGR
Impripost
Auto Sports
Cúspide
Services
Services
Management fees
Services
Management fees
Management fees
Other Expenses
The fees paid to the Board of Directors and
the Upper Management of the Company for the
years ended December 31, 2013 and 2012
amounted to approximately Ps. 50 million and
Ps. 40 million, respectively.
36,000,000
(13,438)
25,200,000
(1,468,675)
(217,865)
(2,099,630)
(380,314)
240,000
535,801
-
(6,643,439)
343,562
31,200,000
(64,184)
(387,723)
10,800,000
(5,025)
1,800,000
253,573
(1,961)
28,800,000
(18,581)
32,200,000
(3,650,625)
(411,069)
(3,390,119)
(367,818)
240,000
35,671
5,000
(4,826,042)
-
22,800,000
(40,209)
(280,192)
8,400,000
(49,254)
1,380,000
1,521,439
-
198
199
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Note 9
Terms and Interest Rates of Investments, Receivables and Liabilities
December 31, 2013
Other Investments
Without any established term (1)
To fall due
Within three months (4)
Receivables
Without any established term (2)
To fall due
Within three months (5)
Liabilities (2) (3)
Without any established term
To fall due
Within three months
More than three months and up to six months
Debts (2)
Without any established term
(1) Bearing interest at floating rate.
(2) Non-interest bearing.
(3) Do not include equity interests in the amount of
Ps. 65,188,295 (see Note 4.3).
(4) Bearing interest at fixed rate.
(5) Includes Ps. 3 million which bears interest at a
fixed rate, the remaining balance does not bear
any interest.
Note 10
Provisions and Other Contingencies
10.1 Regulatory Framework
a. SCI Resolution No. 50/10 approved certain
rules for the sale of pay television services. These
rules provide that cable television operators
must apply a formula to estimate their monthly
subscription prices. The price arising from the
application of the formula was to be informed to
the Office of Business Loyalty (Dirección de
Lealtad Comercial) between March 8 and March
22, 2010. Cable television operators must
adjust such amount semi-annually and inform
the result of such adjustment to said Office.
Even though as of the date of these financial
statements the subsidiary Cablevisión cannot
assure the actual impact of the application of this
143,253,710
6,040,438
149,294,148
63,996,448
5,138,011
69,134,459
6,215,977
33,873,571
20,139,033
60,228,581
691,884
691,884
formula, given the vagueness of the variables
provided by the Resolution to calculate the
monthly subscription prices, Cablevisión believes
that Resolution No. 50/10 is arbitrary and
bluntly disregards its freedom to contract,
which is part of the right to freedom of industry
and trade. Therefore, it has filed the pertinent
administrative claims and has brought the
necessary legal actions requesting the suspension
of the Resolution’s effects and ultimately
requesting its nullification.
Even though Cablevisión, like other companies
in the industry, has strong constitutional
arguments to support its position, it cannot be
assured that the final outcome of this issue
will be favorable. Therefore, Cablevisión may be
forced to modify the price of its pay television
subscription, a situation that could significantly
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:33 AM Page 201
affect the revenues of its core business. This
creates a general framework of uncertainty over
Cablevisión’s business that could significantly
affect the recoverability of its relevant assets
reported in these financial statements and Grupo
Clarín S.A.’s assets related to its investment
in Cablevisión. Notwithstanding the foregoing,
as of the date of these financial statements,
in accordance with the decision rendered on
August 1, 2011 in re “LA CAPITAL CABLE
S.A. v/ Ministry of Economy-Secretary of
Domestic Trade”, the Federal Court of Appeals
of the City of Mar del Plata has ordered the
SCI to suspend the application of Resolution
No. 50/10 with respect to all cable television
licensees represented by the Argentine Cable
Television Association (“ATVC”, for its Spanish
acronym). Upon being served on the SCI and
the Ministry of Economy on September 12,
2011, such decision became fully effective and
may not be disregarded by the SCI.
On June 1, 2010, the SCI imposed a Ps. 5
million fine on Cablevisión alleging that it had
failed to comply with the information regime
set forth by Resolution No. 50/10, and invoking
the Antitrust Law to impose such penalty. The
fine was appealed and submitted to the National
Court of Appeals on Federal Administrative
Matters, Chamber 5, which decided to reduce
the fine to Ps. 300,000. Cablevisión appealed
this decision by filing an extraordinary appeal
with the Supreme Court of Argentina.
On March 10, 2011 SCI Resolution No.
36/11 was published in the Official Gazette.
This Resolution falls within the framework of
SCI Resolution No. 50/10. Resolution No.
36/11 sets forth the parameters to be applied
to the services rendered by Cablevisión to
its subscribers from January through April
2011. These parameters are as follows: 1) the
monthly basic subscription price shall be
Ps. 109 for that period; 2) the price of other
services rendered by Cablevisión should remain
unchanged as of the date of publication of the
resolution; and 3) the promotional benefits,
existing rebates and/or discounts already granted
as of that same date shall be maintained. The
resolution also provides that Cablevisión shall
reimburse users for any amount collected above
the price set for that period.
Cablevisión believes that Resolution No. 36/10
is illegal and arbitrary, since it is grounded
on Resolution No. 50/2010, which is absolutely
null and void. Since the application of
Resolution No. 50/10 has been suspended,
the application of Resolution No. 36/2011,
which falls within the framework of the former,
is also suspended.
The claim filed by Cablevisión seeking
the nullification of Resolution No. 50/2010
is currently pending before the Federal
Administrative Court of First Instance No. 7
of the City of Buenos Aires.
Subsequently, the SCI issued Resolutions Nos.
65/11, 92/11, 123/11, 141/11, 10/11, 25/12,
97/12, 161/12, 29/13, 61/13 and 104/13
pursuant to which the SCI extended the
effectiveness of Resolution No. 36/11 up to
and including December 2013, and adjusted the
cable television subscription price to Ps.145.
Cablevisión believes, however, that given
the terms under which the Federal Court of the
City of the City of Mar del Plata granted the
preliminary injunction, that is, ordering the SCI
to suspend the application of Resolution No.
50/97 with respect to all cable television
licensees represented by ATVC (among them,
Cablevisión and its subsidiaries), and also given
the fact that Resolutions No. 36/11, 65/11,
92/11, 123/11, 141/11, 10/11, 25/12, 97/12,
161/12, 29/13, 61/13 and 104/13 merely
extend the effectiveness of Resolution No.
50/10, Cablevisión continues to be protected
by said preliminary injunction, and, therefore,
the ordinary course of its business will not
be affected. (See Note 18.b).
On January 13, 2012, the Secretariat of
Domestic Trade issued Resolution No. 2/2012
granting Cablevisión 24 hours to resume service
to those subscribers who had duly paid their
subscription fee in the amount established by
the National Government. In its sixth section,
the Resolution provides that if the company does
not comply with its obligations thereunder,
penalties may be imposed as provided by Law
20,680. On February 10, 2012, Cablevisión
received a fine of Ps. 1 million for alleged
non-compliance with such Resolution. Such fine
has been appealed but no decision has been
rendered on the matter yet.
On April 23, 2013, Cablevisión was served
notice of a decision rendered in re “Ombudsman
of Buenos Aires v. Cablevisión S.A. on
Complaint for the protection of constitutional
rights Law 16,986 (Motion for Preliminary
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Injunction)” pending before Federal Court No.
2, Civil Clerk’s Office No. 4 of the City of
La Plata in connection with the price of cable
television subscriptions, whereby the court
imposed a cumulative daily fine of Ps. 100,000
per day on Cablevisión.
Cablevisión appealed the fine on the grounds
that Resolution No. 50/10 issued by Mr.
Moreno, as well as its extensions and/or
amendments were suspended, as mentioned
above, by an injunction with respect to
Cablevisión and its branches and subsidiaries
prior to the imposition of the fine; pursuant
to the collective injunction issued by the
Federal Court of the City of Mar del Plata on
1 August, 2011 in re “La Capital Cable and
Others v. National Government and Others on
Preliminary Injunction”. That injunction
suspended the application of all the criteria set
by the Secretary of Domestic Trade under
Mr. Guillermo Moreno.
The Federal Court of Appeals of the City of
La Plata reduced the fine to Ps. 10,000 per day.
Cablevisión filed an appeal in due time and
form against that decision. On October 16,
2013, the Court of Appeals dismissed the appeal
filed by Cablevisión. As of the date of these
financial statements, that company had settled
the fine in the amount of Ps. 1,260,000 and
the compliance was recorded in the file.
On June 11, 2013, Cablevisión was served
notice of a resolution rendered in the
abovementioned case; whereby the court
ordered the appointment of an expert overseer
(perito interventor) specialized in economic
sciences to: (i) verify whether or not the invoices
corresponding to the basic cable television
subscription issued by the Company to
subscribers domiciled in the Province of Buenos
Aires, are actually prepared at the headquarters
located at Gral. Hornos 690, and/or at the
Company’s branch offices, precisely detailing
that process, (ii) identify the individuals
responsible for that area, (iii) determine whether
or not the administrative actions tending
towards the effective compliance with the
injunction issued on that case are underway, and
(iv) identify the senior staff of the Company that
must order the invoice issuance area to prepare
the invoices as decided under that injunction.
The Company appealed the appointment of
said expert on the same grounds stated above.
The appeal was dismissed by the Federal Court
of Appeals of the city of La Plata.
For the purposes of enforcing the injunction,
the court issued letters rogatory to the
competent judge of the City of Buenos Aires.
Upon the initiation of that proceeding, both
the Federal Court on Administrative Matters
and the Federal Court on Civil and Commercial
Matters declined jurisdiction to enforce the
injunction ordered by the Federal Judge of
La Plata. Cablevisión has appealed the decision
in connection with the lack of jurisdiction
in due time and form. Chamber 1 of the
National Court of Appeals on Federal Civil and
Commercial Matters confirmed the appealed
decision. Accordingly, Cablevisión will file
an extraordinary appeal in due time and form
to have the case decided by the Supreme
Court of Argentina.
After the Federal Court of the City of Mar
del Plata issued its injunction, several Municipal
Offices of Consumer Information (“OMIC”,
for its Spanish acronym) and several individuals
filed claims requesting that Cablevisión comply
with Resolution No. 50/10 and the subsequent
resolutions that extended its effectiveness.
In some cases, preliminary injunctions were
granted. In every case, Cablevisión appealed such
preliminary injunctions alleging that Resolution
No. 50/10, as amended, and/or the subsequent
resolutions that extended its effectiveness,
had been suspended with respect to Cablevisión,
its branches and subsidiaries prior to the issuance
of such preliminary injunctions.
b. On August 19, 2010 the Media Secretariat
issued Resolution No. 100/2010, whereby
it revoked the license that had been granted to
Fibertel. Cablevisión believes that this resolution
is an absolutely null and void administrative act.
Its language contradicts express provisions of
the National Constitution, of Law No. 19,550
(Argentine Business Associations Law), Decrees
Nos. 1,185/90 and 764/00 and Law No. 19,549
of Administrative Procedures, among others.
The Resolution disregards the several filings
made by Cablevisión with the Media Secretariat
requesting such agency to issue an administrative
act evidencing that Cablevisión, pursuant to
section 82 of the Argentine Business Associations
Law, is the successor of Fibertel and, therefore,
the holder of the exclusive telecommunication
service license and of the registrations that
had been previously granted to Fibertel. More
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than eight years after that request, in spite of
the existence of a draft of a favorable decision
in the case file, with a completely arbitrary
attitude that contradicts other precedents of the
same agency and without prior notice that
would have allowed Cablevisión to exercise
its defense right, the SECOM ordered that the
license be revoked and that the users migrate
within 90 days of the resolution’s notification.
On August 26, 2010 Cablevisión filed an
appeal requesting the reversal of the resolutions,
and if such appeal is rejected, a subsidiary
appeal against that Resolution before the highest
administrative authority. The appeal was
dismissed pursuant to SECOM Resolution No.
132/2010 dated October 7, 2010. However,
since Cablevisión had filed a subsidiary appeal to
have the case heard by the highest administrative
authority, the file was submitted to the Ministry
of Federal Planning, Public Investment
and Utilities. As of the date of these financial
statements, this appeal is pending resolution.
On February 24, 2011, Chamber No. 3 of the
Federal Court of Appeals on Civil and
Commercial Matters of the City of Buenos
Aires, in re “ANTITRUST ASSOCIATION
V. NATIONAL GOVERNMENT MEDIA
SECRETARIAT ON COMPLAINT FOR THE
PROTECTION OF CONSTITUTIONAL
RIGHTS” confirmed the decision rendered in
the first instance, stating that the National
Government, Media Secretariat, shall refrain
from disrupting or limiting in any way the
Internet access services offered by Cablevisión.
It also partially amended the above decision
by broadening its effects, ordering the National
Government to refrain from enforcing
Resolution No. 100/10, thus allowing new
customers to subscribe to the Internet access
services offered by Cablevisión.
On December 16, 2011, Federal Civil and
Commercial Court No. 3, Clerk’s Office No. 5
issued a related injunction in re “CABLEVISION
S.A. v. NATIONAL GOVERNMENT ON
COMPLAINT FOR THE PROTECTION OF
CONSTITUTIONAL RIGHTS”, ordering the
suspension of the effects of SECOM Resolution
No. 100/10 and also guaranteeing new subscribers
the possibility to subscribe to the Internet Access
service offered by Cablevisión.
On December 20, 2011, at the request of
Cablevisión, a new preliminary injunction was
issued in re “CABLEVISION S.A. v. National
Government - Argentine Secretariat of
Communications on COMPLAINT FOR THE
PROTECTION OF CONSTITUTIONAL
RIGHTS”. On the basis of the above-mentioned
precedent, and on the existing connection
between the subject matters of both cases, as
alleged by Cablevisión, the injunction ordered
the suspension of the effects of SECOM
Resolution No. 100/10. The National
Government filed an appeal with Chamber
No. 3 of the Federal Court of Appeals on Civil
and Commercial Matters which is still pending
as of the date of these financial statements.
Due to the imminent possibility that the
application of Law No. 26,522 will affect the
assets used to provide Internet access services,
within the framework of this same file
Cablevisión requested the extension of the scope
of the effective injunction, which was granted
on December 6, 2012. Such extension entailed
notifying AFSCA of the injunction that prevents
it from affecting in any way the Internet access
services offered by Cablevisión.
Based on the above-mentioned preliminary
injunctions, Cablevisión is authorized to
continue to render the telecommunication
services granted to Fibertel.
Cablevisión will resort to all available
administrative and judicial remedies in order to
have SECOM Resolution No. 100/2010
declared null and void. Even though Cablevisión
has strong grounds that support its position,
it cannot be assured that the final outcome of
this issue will be favorable.
On September 10, 2010, the National
Administration of Domestic Trade notified
Cablevisión that a Ps. 5 million fine had been
imposed for promoting the Fibertel service
without being the holder of the license (Section
7 of Law No. 24,240), for the impossibility of
honoring the promotion offered to undetermined
potential consumers (Section 7 of Law No.
24,240), for providing wrong information to
the customers (Section 4 of Law No. 24,240),
and for the impossibility of honoring
promotions because Cablevisión was not the
holder of the Fibertel license (Section 19 of Law
No. 24,240). Cablevisión appealed such decision
in due course, since it believes it has sufficient
arguments in its favor. The file was assigned No.
1,276 and is pending before Chamber No. 2 of
the Court of Appeals on Administrative Matters.
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On April 17, 2012 the appeal was partially
granted, reducing the fine to Ps. 380,000.
Notwithstanding the foregoing, Cablevisión
filed an appeal with the Supreme Court of
Argentina in due time and form against such
decision. On July 12, 2012, Chamber No. 2 of
the National Court of Appeals on Federal
Administrative Matters decided to dismiss the
appeals filed by both parties.
Cablevisión filed an appeal against the above-
mentioned dismissal since it believes it
has sufficient grounds to have the fine revoked.
However, Cablevisión cannot assure that the
outcome of the appeal will be favorable.
Since the appeal does not have staying effects,
on October 18, 2012 the National
Administration of Domestic Trade ordered
Cablevisión to pay within ten (10) business
days the fine reduced by Chamber No. 2.
On October 29, 2012 Cablevisión settled the
fine in the amount of Ps. 380,000 and the
compliance was recorded in the file.
c. Pursuant to the Antitrust Law and to
Broadcasting Law No. 22,285, the transactions
carried out on September 26, 2006 that
resulted in an increase in the indirect interest
the Company held in Cablevisión to 60%,
Cablevisión’s acquisition of 98.5% of Multicanal
and 100% of Holding Teledigital, and
Multicanal’s acquisition of PRIMA (from
PRIMA Internacional (now CMD)), required
the authorization of the CNDC (validated
by the SCI), and the COMFER. On October
4, 2006, the Company, Vistone, Fintech,
VLG and Cablevisión, as purchasers, and AMI
CV Holdings LLC, AMI Cable Holdings
Ltd. and HMTF-LA Teledigital Cable Partners
LP, as sellers, filed for the approval of the
acquisition. After several requests for information,
the SCI issued Resolution No. 257/07, with a
prior opinion of the CNDC in favor of the
approval of the above-mentioned transactions
and after consulting the COMFER and the
SECOM, which did not raise any objections.
The Company was served notice in this respect
on December 7, 2007. Such Resolution was
appealed by five entities. As of the date of these
financial statements, the CNDC has dismissed
the five appeals filed against the above-
mentioned resolution. Four of the entities filed
direct appeals before the judicial branch.
Three of those appeals were dismissed and one
is still pending resolution.
Cablevisión believes that if the CNDC acts
as it did in the case of the three dismissed direct
appeals, the fourth appeal is unlikely to be
admitted.
On June 11, 2008, Cablevisión was served with
a decision of the National Court of Appeals
on Federal Civil and Commercial Matters
revoking a decision rendered by the CNDC on
September 13, 2007, whereby such agency
had dismissed a claim filed by Gigacable S.A.
prior to the December 7, 2007 decision referred
to above. The Court of Appeals revoked
CNDC’s decision only with respect to matters
relating to the conduct of Cablevisión and
Multicanal prior to CNDC’s authorization of
the transactions on December 7, 2007, and
ordered an investigation to determine whether a
fine should be imposed on Cablevisión and
Multicanal due to such conduct. As of the date
of these financial statements, Cablevisión has
filed its response, which is pending analysis by
such agency.
d. On December 15, 2008, the shareholders of
Cablevisión approved the merger of Multicanal,
Delta Cable S.A., Holding Teledigital,
Teledigital, Televisora La Plata Sociedad
Anónima, Pampa TV S.A., Construred S.A.
and Cablepost S.A. into Cablevisión, whereby,
effective as of October 1, 2008, Cablevisión,
as surviving company, became the universal
successor to all of the assets, rights and
obligations of the merged companies.
The merger commitment was executed on
February 12, 2009 and was filed with the CNV
pursuant to applicable regulations that require
administrative approval. As of the date of these
financial statements, such merger is pending
administrative approval by the CNV and
registration with the IGJ.
On September 3, 2009, the COMFER issued
Resolution No. 577/09 whereby it withheld
approval of Cablevisión’s merger with
Multicanal S.A.
On September 8, 2009, Multicanal was served
with CNDC Resolution No. 106/09, dated
September 4, 2009, whereby the CNDC ordered
an audit to articulate and harmonize the
several aspects of Resolution No. 577/09 issued
by the COMFER with Resolution No. 257/07
issued by the Secretariat of Domestic Trade.
Resolution No. 106/09 also sets forth that the
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notifying companies shall not, from the
enactment thereof and until the end of the audit
and / or resolution of the CNDC, be able to
remove or replace physical or legal assets.
On September 17, 2009 Judge Dr. Esteban
Furnari of the National Court on Federal
Administrative Matters No. 2, in re “Multicanal
and Other v. Conadeco- Decree 527/05 and
other on Proceeding leading to a declaratory
judgment”, ordered the suspension of the effects
of COMFER Resolution No. 577/09, of
CNDC Resolution No. 106/09, and any other
act resulting therefrom, until a final decision
was rendered in the case.
On October 23, 2009, the court decision that
had suspended the effects of COMFER
Resolution No. 577/09 and CNDC Resolution
No. 106/09 was revoked by Chamber No. 3 of
the National Court of Appeals on Federal
Administrative Matters, in re “Multicanal and
Other v. Conadeco- Decree 527/05 and other on
Proceeding leading to a declaratory judgment”.
Therefore, the calculation of the suspended
terms was automatically resumed. On that basis,
on December 1, 2009, Cablevisión ratified
the filing it had made with the COMFER at
the time of the merger, and specified the
licenses to which it had decided to maintain
title. On December 16, 2009, the Chamber No.
3 of the National Court of Appeals on Federal
Administrative Matters, in re “Multicanal and
other v. CONADECO Decree 527/05 and
other on Proceeding leading to a declaratory
judgment” File No. 14,024/08, granted
the extraordinary appeal filed by Multicanal
and Grupo Clarín against the decision rendered
by that same court on October 23, 2009.
With the granting of that appeal, Cablevisión’s
preliminary injunction regained full force
and effect. Accordingly, on January 8, 2010
Cablevisión notified such circumstance to
the COMFER.
Subsequently, on March 9, 2011, the Supreme
Court of Argentina in re “MULTICANAL
and Other v./ CONADECO - Decree 527/05
and other on/Proceeding leading to a declaratory
judgment”, granted the appeal by right and
the extraordinary appeal filed by the National
Government and revoked the decision rendered
by Chamber No. 3 of the National Court of
Appeals on Federal Administrative Matters,
which had confirmed the preliminary injunction
requested by Cablevisión in the first instance.
Notwithstanding the foregoing, Cablevisión
believes that this matter does not have a material
impact on the merits of the case.
Notwithstanding the required filings made by
Cablevisión and its shareholders to prove
that they were complying with the commitment
agreed with the CNDC on December 7, 2007
(date on which the SCI granted authorization),
on September 23, 2009, the SCI issued
Resolution No. 641, whereby it ordered the
CNDC to verify compliance with the
parties’ proposed commitment by visiting the
parties’ premises, requesting reports, reviewing
documents and information and carrying
out hearings, among other things.
On December 11, 2009, Cablevisión notified
the CNDC of the completion and
corresponding verification of the fulfillment
of the voluntary undertakings made by
Cablevisión at the time of the enactment
of SCI Resolution No. 257/07. On December
15, 2009, Chamber No. 2 of the National
Court of Appeals on Federal Civil and
Commercial Matters issued a preliminary
injunction in re “Grupo Clarín S.A. v. Secretariat
of Domestic Trade and other on preliminary
injunctions” (case 10,506/09), partially
acknowledging the preliminary injunction
requested by Grupo Clarín, and instructing the
CNDC and the SCI to notify Grupo Clarín
whenever their own verification of Cablevisión’s
fulfillment of its undertakings had been
concluded, regardless of the result. Should such
agencies have any observations, they should
notify Grupo Clarín within a term of 10 days.
On the same date, the CNDC issued Resolution
No. 1,011/09 whereby it deemed Cablevisión’s
voluntary undertakings unfulfilled and
declared the rescission of the authorization
granted under Resolution No. 257/07.
On December 17, 2009, the National Court
of Appeals on Federal Commercial-Criminal
Matters, Chamber A, decided to suspend
the term to appeal Resolution No. 1,011/09
until the main case was transferred back to the
CNDC, considering it had been in such
court since December 16, 2009.
On December 17, 2009, the CNDC notified
Cablevisión of the initiation of the motion
for execution of Resolution No. 1,011/09. On
December 18, 2009, Chamber No. 2 of the
National Court of Appeals on Federal Civil and
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Commercial Matters issued an injunction in
re “Grupo Clarín S.A. v. Secretariat of Domestic
Trade and other on preliminary injunctions”,
which suspended the effects of Resolution No.
1,011/09 until the notice set forth in the
injunction of December 15, 2009 was served.
Accordingly, the CNDC served notice to
Cablevisión by means of Resolution
No. 1,101/09.
On December 30, 2009, Chamber No. 2 of
the National Court of Appeals on Federal Civil
and Commercial Matters issued a preliminary
injunction in re “Grupo Clarín S.A. v. Secretariat
of Domestic Trade and other on preliminary
injunctions”, partially acknowledging Grupo
Clarín’s request and suspending the term
for Grupo Clarín to respond to Resolution No.
1,101/09 until Grupo Clarín is granted
access to the administrative proceedings related
to the charges brought by the CNDC in its
Opinion No. 770/09 (on which Resolution
No. 1,011/09 was based).
On February 19, 2010, Cablevisión requested
the nullification of the notice, and as a default
argument, submitted the response requested
under Resolution No. 1,101/09. On February
26, 2010, the National Court of Appeals on
Federal Commercial-Criminal Matters approved
the recusation filed by Cablevisión and excluded
the Secretary of Domestic Trade from the
proceedings.
On March 3, 2010, the Argentine Ministry
of Economy and Public Finance issued
Resolution No. 113 (subscribed by the Minister
of Economy, Dr Amado Boudou) rejecting
the request for the nullification of Resolution
No. 1,011/09, the requests for abstention
and excusation of certain officials, and all the
evidence produced in connection with
such request for nullification. The voluntary
undertakings made by Cablevisión under
Resolution No. 257/07 were deemed
unfulfilled, thus declaring the rescission of the
authorization granted under such resolution.
The parties involved were ordered to take all
necessary actions to comply with such
rescission within a term of six months, and
to inform the CNDC about the progress made
in that respect on a monthly basis. Such
resolution was appealed in due time and form.
The appeal was granted without staying the
execution of judgment.
The appeal is currently pending before Chamber
No. 2 of the National Court of Appeals on
Federal Civil and Commercial Matters in re
“AMI CABLE HOLDING and other on/
Appeal of the National Antitrust Commission
Resolution” (File No. 2,054/2010). That case is
currently pending before the Supreme Court.
On March 3, 2010, the Company brought a
claim seeking to nullify COMFER Resolution
No. 577/09. Upon being served with this claim,
the COMFER filed an exception, which was
responded by Cablevisión. On September 4, 2012
the Judge decided to dismiss the exception filed
by the COMFER, which shall bear the legal costs
incurred. On December 13, 2012 the draft notice
of such decision was submitted to the Court,
which then issued the official notice on December
26, 2012. Together with the draft notice, a
request was submitted to set the preliminary
hearing (before the discovery proceedings). Such
dismissal was appealed by the COMFER and
confirmed by the Court of Appeals.
On April 20, 2010, Chamber 2 of the National
Court of Appeals on Federal Civil and
Commercial Matters granted the appeal filed
by Grupo Clarín S.A. in re “Grupo Clarín on
delay in the appeal of the proceedings”, and
decided that the appeal granted by the CNDC
to Grupo Clarín S.A. against Resolution No.
113/10 had the effect of staying such resolution.
The National Government filed an appeal
asking that the Court of Appeals revoke its own
decision with respect to the effect granted
to the April 20 decision, and that it decline its
jurisdiction. It also filed an extraordinary appeal.
Both appeals were dismissed. Chamber No. 2
requested the administrative file and the Court’s
decision is pending. Cablevisión considers that
it has strong grounds to have the effects of
the above Resolution suspended and therefore has
brought the relevant legal actions. However, it
cannot assure that the outcome will be favorable.
Decisions made on the basis of these financial
statements should consider the eventual impact
that the above-mentioned resolutions might
have on Cablevisión and its subsidiaries,
and these financial statements should be read
in light of such uncertainty.
e. Under Proceeding File No. 21.788/08 dated
November 17, 2008, Cablevisión informed
the COMFER about the corporate business
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reorganization process effective as of October 1,
2008. In that same act, Cablevisión informed
the COMFER about: i) all the licenses to
which it became universal successor under
the corporate business reorganization process;
ii) the exercise of an option for one of the
licenses in each of the locations where it held
multiple licenses, and iii) the relinquishment
of original licenses and extensions so as to
eliminate the multiple licenses accumulated in
each of the locations where it held multiple
licenses. As a result of such corporate business
reorganization process, Cablevisión became
the universal successor of 158 licenses to exploit
Supplementary Services in several locations
(pursuant to section 44, subsection b) of Law
22,285. To avoid having multiple licenses,
Cablevisión informed the COMFER about its
irrevocable intention to relinquish a total
of 78 licenses (including original licenses and
extensions) so as to eliminate all the
supplementary service licenses that exceeded
the limit set for supplementary services in each
location (which was one license per designated
area). Notwithstanding the foregoing,
through Resolution No. 577/COMFER/09, the
COMFER illegitimately decided to withhold
approval of the merger requested by Cablevisión,
requesting Cablevisión to submit a divestiture
plan on the grounds that the license
relinquishments spontaneously communicated
by that company were not sufficient. (See Notes
10.1.d and 18.d).
f. On May 23, 2011, Supercanal S.A. filed a
claim for the protection of constitutional rights
(acción de amparo) before the Federal Court
of Mendoza against Cablevisión, Grupo Clarín
and other co-defendants, requesting that they
refrain from exercising alleged anti-competitive
practices and that the assets, liabilities and
businesses that used to belong to Multicanal
and that were subsequently merged into
Cablevisión (see Note 10.1.d.) be separated
from the other assets, liabilities and businesses
of Cablevisión and transferred to third parties.
Together with the claim for the protection
of constitutional rights, Supercanal S.A.
requested a preliminary injunction (for the same
purposes); which was granted on December 16,
2011. The injunction ordered the separation
of the assets, liabilities and businesses that used
to belong to Multicanal and that were
subsequently merged into Cablevisión within a
term of 60 days. The court also appointed a
supervisor (interventor) and co-administrator
for a term of twelve months, who shall enforce
the injunction, order the changes to such
company’s management required for the effective
enforcement of the duties to be fulfilled by
the Board of Directors, and also report on a
monthly basis to the court about his/her
performance. Such court-appointed supervisor
(interventor) and co-administrator shall have
the obligation to perform the necessary functions
aimed at fulfilling the actions ordered pursuant
to the injunction.
Cablevisión filed an appeal against such
injunction and presented the grounds for its
defense in due time and form. Cablevisión
also requested the replacement of such
injunction with another less burdensome one
that could largely cover the risks alleged by
Supercanal in its claim.
On April 26, 2012, the Federal Court of
Appeals of Mendoza, Chamber A, dismissed
the appeal filed by Cablevisión against the
decision of December 16, 2011, but extended
the term to divest the assets, liabilities and
businesses of Multicanal that had been merged
into Cablevisión to 120 days. The court also
dismissed the request to replace the injunction.
On August 14, 2012, Cablevisión was served
notice of a decision rendered by Chamber No. 2
of the National Court of Appeals on Federal
Civil and Commercial Matters of the City of
Buenos Aires (“the Court of Appeals”) on August
13, 2012; whereby that court declared the
existence of a connection between the case
brought by Supercanal S.A. in the Province of
Mendoza and the appeal of MECON Resolution
No. 113/10 (“Ami Cable Holding LTD and
other on/ Appeal of the National Antitrust
Commission Resolution). The Court of Appeals
stated that the hearing of the case in the
Province of Mendoza gives rise to an atypical
jurisdictional issue that affects the correct
rendering of justice in the case and the powers
of said Court of Appeals. The Court of Appeals
therefore ordered Federal Court No. 2 of
Mendoza to send the file so that the case could
continue under the jurisdiction of the Federal
Courts on Civil and Commercial Matters of
the City of Buenos Aires. Federal Court No.
2 of Mendoza and the Federal Court of Appeals
of Mendoza were served notice of said order
on the same date and both of them rejected it,
giving rise to a jurisdictional conflict between
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Chamber No. 2 of the Court of Appeals and
Federal Court No. 2 of Mendoza.
Pursuant to Section 24, subsection 7 of
Decree/Law No. 1285/58, if a jurisdictional
conflict arises between a federal judge of a given
jurisdiction and a Federal Court of Appeals
of a different jurisdiction, said conflict must be
resolved by the Argentine Supreme Court.
After having been served notice of the decision
of Chamber No. 2 of the Court of Appeals,
on August 17, 2012, Judge Walter Bento of
Federal Court Nº 2 of Mendoza issued an order
to notify Cablevisión of an extension of the
scope of the injunction issued in re “Supercanal
S.A. v. Cablevisión S.A. and other on Claim
for the protection of constitutional rights (acción
de amparo)”. Under this injunction, the judge
ordered the removal of the Board of Directors of
Cablevisión and its replacement with a court-
appointed administrator (interventor) whose
role was to fulfill court orders. However,
in response to the claim brought by Cablevisión
on August 21, 2012 with the Argentine Supreme
Court in connection with the abovementioned
jurisdictional conflict, the Supreme Court
ordered the immediate suspension of the
proceedings until a decision is rendered on the
jurisdictional conflict.
Notwithstanding this, Cablevisión and its
legal advisors believe that the order issued on
August 17 is irregular and that it may not
be deemed a valid notice, because it should
have been issued within the framework of the
proceedings pending with the Federal Court
on Civil and Commercial Matters of the City
of Buenos Aires, rather than being served at
a domicile established in the city of Mendoza.
All these proceedings were sent to the Argentine
Supreme Court for it to render a decision on
the jurisdictional conflict. See Note 18.f.
g. On October 21, 2010, the National
Administration of Domestic Trade served notice
to Cablevisión of (i) a fine of Ps. 5 million for
failing to comply with the duty to inform
(Section 4 of Law 24,240) concerning one of
its promotions and (ii) a fine of Ps. 500,000 for
infringing Section 2, subsection c) of Decree
1153/95 of the regulations to Section 10
of Law 22,802. Cablevisión appealed the fine
because it believes it has strong arguments in
its favor. The file was assigned No. 1281 and is
pending before Chamber No. 2 of the Court
of Appeals on Federal-Administrative Matters.
On October 4, 2011, the Court of Appeals
partially affirmed Resolution 739/10 and reduced
the fine to Ps. 2.2 million, imposing 75% of
the legal costs on Cablevisión. On October 13,
2011 Cablevisión filed a Federal Ordinary appeal
with the Supreme Court of Argentina and on
October 20, 2011 it filed a federal extraordinary
appeal with that same court in the event that
the ordinary appeal may be dismissed.
On October 21, 2011, Chamber No. 2
of the National Court of Appeals on Federal
Administrative Matters granted the ordinary
appeal and the legal brief was submitted
in due time and form.
On August 7, 2012 the Supreme Court of
Argentina decided that the Ordinary Appeal had
been wrongly granted.
On December 13, 2012 the Chamber dismissed
the appeal filed by Cablevisión, which shall
bear the costs incurred.
On December 20, 2012 Cablevisión filed
an appeal against the above-mentioned dismissal
since it believes it has sufficient grounds
to have the fine revoked. However, Cablevisión
cannot assure that the outcome of the appeal
will be favorable.
On July 29, 2013, the fine was settled in the
amount of Ps. 2.2 million and the compliance
was recorded in the file.
h. On May 31, 2012, Cablevisión was served
notice of Resolution No. 16,819 dated May 23,
2012 whereby the Argentine Securities
Commission (CNV, for its Spanish acronym)
ordered the initiation of summary proceedings
against Cablevisión and its directors, members
of the Supervisory Committee and the Head
of Market Relations for an alleged failure
to comply with the duty to inform. The CNV
considers that Cablevisión failed to comply
with its duty to inform because the investor
community was deprived of its right to
become fully aware of the grounds of a decision
rendered by the Federal Court of Mendoza
and the scope of the powers granted by that
court to the co-administrator appointed
in re “Supercanal S.A. v. Cablevisión S.A. on
protection of constitutional rights”, in addition
to the fact that other self-regulated authorities
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were allegedly not notified of the information
furnished by Cablevisión. On June 25, 2012,
Cablevisión filed a response petitioning that its
defenses be sustained and all charges dismissed.
On February 6, 2014 Cablevisión submitted
the legal brief for the purposes of discussing the
evidence submitted under File No. 171/2012.
Now the CNV’s Board of Directors has to
render its decision. Cablevisión and its legal
advisors believe that the company has strong
arguments in its favor. Nevertheless, Cablevisión
cannot assure that the outcome of the said
summary proceedings will be favorable.
i. Pursuant to CNV Resolution No. 16,834
dated June 14, 2012 notified to the Company
on June 27, 2012, the CNV ordered the
initiation of summary proceedings against
the Company and the members of its Board
of Directors, Supervisory Committee and
Audit Committee in office at the time of the
occurrence of certain events under review
(September 19, 2008) for alleged failure to
comply with the duty to inform. Under said
Resolution, the CNV argues that the Company
allegedly failed to comply with the duty to
disclose the filing of a claim against it
entitled “Consumidores Financieros Asociación
Civil para su defensa and other v. Grupo
Clarín on/Ordinary”, which the CNV considers
relevant. On July 25, 2012, Cablevisión
filed a response petitioning that its defenses
be sustained and that all charges against
it be dismissed. The Company and its legal
advisors believe that the company has strong
arguments in its favor. Nevertheless,
Cablevisión cannot assure the outcome of
said summary proceedings.
j. The Executive Branch of Uruguay issued
Decree No. 73/012, published in the Official
Gazette on March 16, 2012, whereby it
expressly repealed Decree No. 231/011, which
had revoked certain signals’ broadcast
frequencies. However, the new decree ratified
and repeated - virtually in identical terms -
the decree that was being repealed, and
added certain provisions that caused further
detriment to the two affected companies
with which a subsidiary of Cablevisión has
contractual arrangements in place.
Consequently, on March 23, 2012 the affected
companies filed an appeal requesting that
Decree No. 73/012 be revoked. The appeal is
still pending resolution.
In May 2012, the aforesaid companies brought
a legal action with the Court in Administrative
Litigation Matters requesting the nullification
of the resolution and the suspension of its
execution. This motion to suspend the execution
of the challenged resolution was brought as a
separate case, and progressed through the
corresponding instances. The Attorney General
for Administrative Litigation Matters, in its
opinion No. 412/013 advised the Court
on Administrative Litigation Matters to grant
the motion to suspend the execution of the
challenged resolution for formal reasons, but
such Court dismissed the motion of suspension.
Notwithstanding the foregoing, as of the date
of these financial statements, the state authorities
have not executed yet the decree.
As of the date of these financial statements, the
action seeking the nullification of Decree No.
73/012 (main lawsuit) is still pending resolution.
Notwithstanding the foregoing, said companies
cannot assure the outcome of these actions.
In the preparation of these financial statements,
the Company has considered the effects that
could be derived, and that may be projected to
date within a foreseeable period as a result of
the effects, if any, from these regulatory changes.
k. On June 4, 2012, the Federal Court of
Appeals of Rosario partially confirmed SCI
Resolution No. 219/2010, whereby the Secretary
of Domestic Trade found that Cablevisión and
Multicanal had engaged in market sharing
practices in connection with the paid-television
service in the City of Santa Fe and reduced the
fine imposed on each of the companies involved
from Ps. 2.5 million to Ps. 2 million. However,
this decision is not yet final, because Cablevisión
and Multicanal and the Ministry of Economy
filed appeals with the Argentine Supreme Court,
which are still pending.
Notwithstanding the foregoing, Cablevisión
cannot assure that the appeals will be resolved
in its favor.
l. On March 1, 2011, the SCI served notice to
Multicanal and Cablevisión of Resolution
No. 19/11 whereby the Secretary of Domestic
Trade found that both companies had engaged
in market sharing practices in connection
with the paid-television service in the City of
Paraná and imposed a fine of Ps. 2.5 million on
each of them. Cablevisión filed an appeal in
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due time and form. This appeal was dismissed
by the Federal Court of Appeals of Paraná.
Therefore, Cablevisión filed an appeal with the
Argentine Supreme Court. On November 4,
2011, the appeal of SCI Resolution No. 19/11
filed by Cablevisión with the Supreme Court
was partially granted by the Federal Court of
Appeals of Paraná.
On August 30, 2012, the Argentine Supreme
Court dismissed the appeal filed by Cablevisión;
therefore, Resolution No. 19/11 became final.
The case is currently pending with the Court
of Appeals of Paraná, which shall order its
referral to the SCI. The SCI, in turn, shall serve
notice to the companies involved in order for
them to pay the fine.
m. Cablevisión, by itself and as successor of
Multicanal’s operations after the merger, is
a party to several administrative proceedings
under the Antitrust Law, facing charges of
anticompetitive conduct, including territorial
division of markets, price discrimination,
abuse of dominant position, refusal to deal
and predatory pricing, as well as a proceeding
filed by the Cámara de Cableoperadores
Independientes (Chamber of Independent
Cable Operators), challenging the transactions
consummated on September 26, 2006. While
Cablevisión believes that its conduct and
that of Multicanal have always been within the
bounds of the Argentine Antitrust Law and
regulations and that their positions in each of
these proceedings are reasonably grounded,
it can give no assurance that any of these cases
will be resolved in its favor.
n. On January 22, 2010, Cablevisión was
served with CNDC Resolution No. 8/10 issued
within the framework of file No. 0021390/
2010 entitled “Official Investigation of Cable
Television Subscriptions (C1321)”. Pursuant to
such Resolution, Cablevisión, among other
companies, was ordered to refrain from
conducting collusive practices and, particularly,
from increasing the price of cable television
subscriptions for a term of 60 days, counted
as from the date all required notices are certified
as completed. According to said Resolution,
companies which have already increased
the price of the subscriptions shall return to the
price applicable in November 2009 and maintain
such price for the abovementioned term.
On February 2, 2010, by means of Resolution
No. 13/10, the CNDC ordered Cablevisión
to credit its subscribers the amount of any price
increase made after the date of CNDC
Resolution No. 8/10 on its March invoices.
Cablevisión appealed both resolutions in due
time and form and their effects were suspended
by an injunction issued by Chamber No. 2 of
the National Court of Appeals on Federal Civil
and Commercial Matters at the request of
Cablevisión.
Finally, on October 4, 2011, the same Chamber
granted the appeal, declaring that the claim
based on CNDC Resolution No. 8/10 was moot
and nullifying CNDC Resolution No. 13/10.
The National Government appealed such
decision before the Supreme Court of Argentina,
which shall grant or dismiss the appeal.
o. On August 5, 2010, Cablevisión was served
with CNC Resolution No. 2,936/2010 within
the framework of Administrative Proceeding
File No. 2,940/2010, pursuant to which
Cablevisión and/or any other individual
or entity through which the services relating
to the licenses and registrations granted to
FIBERTEL S.A. (“Fibertel”) may be rendered
shall refrain from adding new subscribers
and from altering the conditions under which
the services are currently rendered.
To decide as it did, the Argentine
Communications Commission disregarded
the corporate reorganization that was completed
and registered before the IGJ, whereby Fibertel
merged into Cablevisión effective as of
April 1, 2003. By virtue of that merger process,
Cablevisión became the universal successor to
all of the assets, rights and obligations of Fibertel
as the merged company, among them, the
Exclusive License awarded through SECOM
Resolutions No. 100/96, 2375/97, 168/02 and
83/03. Therefore, Fibertel did not transfer or
divest of its rights and obligations to third
parties - among them, those derived from the
above-mentioned Exclusive License. Fibertel
continued to carry out its activities through
Cablevisión as surviving company. In order to
implement the above-mentioned corporate
business reorganization, on March 5, 2003, the
Argentine Communications Commission and
the SECOM were notified of the corporate
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business reorganization for its acknowledgement.
The technical and legal areas of the Argentine
Communications Commission issued a favorable
resolution with respect to the compliance with
the requirements of current regulations to register
Fibertel’s license under the name of Cablevisión.
SECOM had a term of 60 days to decide on
the corporate business reorganization. However,
such agency failed to render a decision as
required by the applicable regulations. Not until
August 19, 2010 did SECOM issue Resolution
No. 100/2010, revoking Fibertel’s license.
Cablevisión believes that the Resolution
is arbitrary and that it flagrantly violates due
process and its defense right. Therefore,
Cablevisión has appealed such resolution. No
decision has been rendered on the matter yet.
p. On October 28, 2010, Cablevisión was
served notice of the National Administration of
Domestic Trade’s resolutions imposing two
fines of Ps. 5 million each, for allegedly failing to
observe the typographic character requirements
under applicable regulations (Resolution 906/98)
when informing its subscribers of the increase in
the price of their cable television subscriptions.
Cablevisión appealed the fines on November 12,
2010 because it believes it has strong grounds
in its favor. However, it cannot assure that the
outcome will be favorable. One of the files
was assigned No. 1280 and is pending before
Chamber No. 1 of the Federal Administrative
Court of Appeals, and the other one was
assigned No. 1,278 and is pending before
Chamber No. 5 of the Federal Administrative
Court of Appeals.
q. The litigation brought before the Civil,
Commercial, Mining and Labor Court of the
City of Concarán, Province of San Luis, in
early 2007 in re “Grupo Radio Noticias SRL
v. Cablevisión and others”, is still pending
before the Federal Court in Administrative
Matters No. 2.
The purpose of that claim was to challenge
the share transfers mentioned in Note 10.1.c.
and to request the revocation of Cablevisión’s
broadcasting licenses. Cablevisión has responded
to such claim and believes it is very unlikely
that it will be admitted.
r. The Government of the City of Mar del
Plata enacted Ordinance No. 9163, governing
the installation of cable television networks.
Such ordinance was amended and restated by
Ordinance No. 15,981 dated February 26,
2004, giving cable companies until December
31, 2007 to adapt their cable networks to
the new municipal requirements. The ordinance
sets forth that in those areas where street
lighting has underground wiring, cable television
networks are to be placed underground.
In this sense, the Executive Department of
the Municipality of General Pueyrredón has
submitted to the Municipal Council a proposed
ordinance extending the term provided until
December 31, 2015. Such ordinance is ready
for discussion by legislators. Even though
the ordinance provides for certain penalties that
may be imposed, the City has not imposed
such penalties to cable systems that are not in
compliance with such ordinance.
s. On November 27, 2012 the National
Administration of Domestic Trade served
Cablevisión with Resolution No. 308/2012,
whereby it imposed a Ps. 5 million fine
on that company alleging that it had failed to
comply with Section No. 4 of the Antitrust
Law (increase in the subscription price of cable
tv services/wrongful information provided
by Customer Service, informed by mail that
SCI Resolution No. 50/10 and the
supplementing resolutions are suspended on
grounds of unconstitutionality, when in fact they
have been suspended by an injunction). On
December 11, 2012 Cablevisión appealed
Resolution No. 308/2012. The administrative
file No. S01:0312056/2011 is currently pending
before the National Administration of Domestic
Trade and must be submitted to the National
Court of Appeals on Federal Administrative
Matters for it to determine, by lottery, the first
instance court that will hear the case.
Cablevisión and its legal advisors believe that
the company has strong arguments in its
favor. Nevertheless, Cablevisión cannot assure
that the revocation of the fine will be resolved
in its favor.
t. The Quality Rules for Telecommunication
Services were approved by SECOM Resolution
No. 5/2013; published in the Official
Gazette on July 2, 2013. In November 2013,
by means of CNC Resolution No. 3,797/2013,
the CNC approved the “Manual of Audit
Procedures and Technical Verification of the
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Quality Rules for Telecommunication Services”.
In a first stage, the authorities required the
submission of information related to observation
points and complaint reception points.
Cablevisión is currently working together with
other providers on the drafting of a technical
report of measurement systems.
u. On July 5, 2013, the National Administration
of Domestic Trade served notice to Cablevisión
of Resolution No. 134/2013, whereby it
imposed a fine of Ps. 500,000 for breach of
Section 2º of Resolution ex S.I.C. y M. No.
789/98, which regulates the Business Loyalty
Law No. 22,802. Cablevisión appealed
that resolution on July 16, 2013. The file is
currently pending before the National
Administration of Domestic Trade and must
be submitted to the National Court of Appeals
on Federal Administrative Matters for it to
determine, by lottery, the first instance court
that will hear the case.
Cablevisión and its legal advisors believe that
Cablevisión has strong arguments in its favor.
However, Cablevisión cannot assure that the
revocation of the fine will be resolved in its favor.
v. On March 16, 2012, CNV issued Resolution
No. 16,765 whereby it ordered the initiation
of summary proceedings against Cablevisión, its
directors and members of the Supervisory
Committee for an alleged failure to comply with
the duty to inform. The CNV considers that
Cablevisión failed to comply with its duty
to inform because the investor community was
deprived of its right to become fully aware
of the Decision rendered by the Supreme
Court of Argentina in re “Application for judicial
review brought by the National Government
Ministry of Economy and Production of the
case Multicanal S.A. and other v/CONADECO
Decree No. 527/05” and other, and also
considers that Cablevisón did not disclose
certain issues related to the information required
by the CNV in connection with its Class 1
and 2 Noteholders’ Special Meetings held on
April 23, 2010. On April 04, 2012, that
company filed a response requesting that its
defenses be sustained and that all charges
against it be dismissed. The proceeding is now
in the discovery stage. Cablevisión and
its legal advisors believe that the company
has strong arguments in its favor. Nevertheless,
Cablevisión cannot assure the outcome of the
said summary proceedings.
10.2 Claims and Disputes with Governmental
Agencies
a. In connection with the decisions made at the
Company’s Annual Regular Shareholders’
Meeting held on April 28, 2011, on September
1, 2011 the Company was served with a
preliminary injunction in re “National Social
Security Administration v. Grupo Clarín S.A. re
ordinary proceeding” whereby the Company
may not in any way dispose, in part or in whole,
of the Ps. 387,028,756 currently recorded
under the retained earnings account, other than
to distribute dividends to the shareholders.
On the same date, the Company was served with
a claim brought by Argentina’s National Social
Security Administration requesting the nullity
of the decision made on point 7 (Appropriation
of Retained Earnings) of the agenda of the
Annual Regular Shareholders’ Meeting held on
April 22, 2010. As of the date of these financial
statements, the Company has duly answered
the complaint and the intervening judge has
ordered discovery proceedings.
On November 1, 2011, the CNV issued
Resolution No. 593, which provides that at
shareholders’ meetings in which financial
statements are considered shareholders must
expressly decide to, either distribute as dividends
any retained earnings that are not subject
to distribution restrictions and that may be
disposed of pursuant to applicable law, or
capitalize such retained earnings and issue shares,
or appropriate them to set up reserves other than
legal reserves, or a combination of the above.
On July 12, 2013 the Company was served
notice of Resolution No. 17,131; dated as of
July 11, 2013 whereby the CNV declared
that the administrative effects of the decisions
adopted at the Annual Ordinary General
Shareholders’ Meeting held on April 25,
2013 were irregular and ineffective, based on
allegations that are absolutely false and
irrelevant. According to the Company and its
legal advisors, Resolution No. 17,131 is,
among other things, null and void, because it
lacks sufficient grounds and its enactment
is a clear abuse of authority and a further step
in the National Government’s attempt to
intervene in the Company. On October 11,
2013 Chamber 5 of the Federal Court of
Appeals on Administrative Matters issued a
preliminary injunction in re “Grupo Clarín S.A.
v. CNV - Resol No. 17.131/13 (File 737/13)”
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File No. 29,563/2013, whereby it suspended
the effects of Resolution No. 17.131/2013
dated July 11, 2013 which had rendered
irregular and with no effect for administrative
purposes the Company’s Annual Regular
Shareholders’ Meeting held on April 25, 2013.
As of the date of these financial statements, the
Resolution is still in effect.
In August 2013 the Company was served with
a nullification claim brought by Argentina’s
National Social Security Administration relating
to the Annual Regular Shareholders’ Meeting
held on April 28, 2011 whereby that agency
requested the nullity of all the decisions made
at such meeting and, as a default argument,
it requested the nullity of the decisions made on
points 2, 4 and 7 of that meeting’s agenda, as
well as the nullity of the decisions made at
the Special Meetings of Class A, B and A and
B Shareholders. As of the date of these financial
statements, the Company has filed a response
in due time and form.
In September 17, 2013 the Company was served
with a nullification claim brought by Argentina’s
National Social Security Administration relating
to the Annual Regular Shareholders’ Meeting
held on April 26, 2012 whereby it requested the
nullity of all the decisions made at such
meeting and, as a default argument, the nullity
of the decisions made on points 8 and 4 of that
meeting’s agenda, as well as the nullity of
the decisions made at the Special Meetings of
Class A, B and A and B Shareholders. As of the
date of these financial statements, the Company
has filed a response in due time and form.
b. The Argentine Federal Revenue Service
(“AFIP”) served the subsidiary CIMECO with a
notice challenging its income tax assessment
for fiscal years 2000, 2001 and 2002. In such
notice, the AFIP challenged mainly the
deduction of interest and exchange differences
in the tax returns filed for those years. If
AFIP’s position prevails, CIMECO’s maximum
contingency as of December 31, 2013 would
amount to approximately Ps. 12 million
principal amount and Ps. 29.4 million interest.
CIMECO filed a response, which was dismissed
by the tax authorities. The tax authorities issued
their own official assessment and imposed
penalties. CIMECO appealed the tax authorities’
resolution before the National Tax Court on
August 15, 2007.
During the year ended December 31, 2010,
CIMECO received a pro forma income
tax assessment from the AFIP for fiscal periods
2003 through 2007, as a consequence of AFIP’s
challenge to CIMECO’s income tax assessments
for the periods 2000 through 2002 mentioned
above. CIMECO filed a response before
AFIP, rejecting such assessment and requesting
the suspension of administrative proceedings
until the Federal Tax Court renders its decision
on the merits.
During 2011, the AFIP served CIMECO
with a notice stating the income tax charges
assessed for years 2003 through 2007 and
ordering the initiation of summary proceedings.
The AFIP’s assessment shows a difference in
the Income Tax liability for the above indicated
periods in its favor for an amount in excess of
the amount that had been estimated originally,
as a result of the method used to calculate
certain deductions. CIMECO responded to the
assessment rejecting all of the adjustments and
requesting that the proceedings be rendered
without effect and filed, with no further actions
to be taken.
On April 26, 2012, the AFIP issued a new
official assessment comprising the fiscal years
2003 through 2007, in which it applied the
same method for the calculation as that used for
the administrative settlement, claiming a total
liability of Ps. 120 million. On May 21, 2012,
an appeal was filed with the Federal Tax Court.
CIMECO and its legal and tax advisors believe
CIMECO has strong grounds to defend
the criteria adopted in their tax returns and that
AFIP’s challenges will not be admitted by the
Federal Tax Court. Accordingly, CIMECO has
not booked an allowance in connection with
the effects such challenges may have.
c. Since 2005, the ANA has brought several
claims against the holders of broadcasting and
cable TV licenses for the payment of customs
duties applicable to the import of films
documented between 2000 and 2005. According
to the ANA, holders of TV licenses are liable
to pay customs duties, VAT and income tax
not only on the customs value of the physical
supports, but also on the reproduction rights
agreed upon in the related contracts. ARTEAR
filed objections against these claims on the
basis of international agreements, doctrine and
case law on the subject. As a consequence
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of the criteria followed by ARTEAR, during
the period covered by the claim, it paid
other taxes that would not have been payable
if ANA’s interpretation had been applied.
ARTEAR had to pay in full the differences
claimed by ANA in a few isolated cases because
the appeals filed with the Federal Court
of Appeals against the National Tax Court’s
decisions did not have staying effects.
In the first unfavorable decision rendered by
Chamber No. 4 of the Federal Court of
Appeals, which was appealed by ARTEAR, the
Argentine Supreme Court refrained from
rendering judgment on the merits of the case.
Subsequently, all other Chambers of the Federal
Court of Appeals have rendered decisions
against ARTEAR’s position. Therefore, as of
the date of these financial statements, that
company has booked an allowance to account
for the estimated losses that may result from
such claims. On March 25, 2013 the AFIP
published General Resolution No. 3451 in the
Official Gazette. Pursuant to such Resolution,
AFIP established an installment plan for the
payment of overdue taxes, customs duties and
social security debts. With respect to customs
duties, this special installment plan allows for the
cancellation of fines imposed or supplementary
charges brought by the Customs Administration
up to and including February 28, 2013 in
connection with import or export duties, as well
as interest and restatements thereon, within a
term of up to 120 months with a monthly rate
of 1.35%. Given that all chambers of the
National Tax Court and the Federal Court of
Appeals have rendered judgments on the merits
of the case against ARTEAR’s position and
the Supreme Court of Argentina refrained from
rendering judgment, the Company decided to
adhere to the installment plan for a large portion
of the existing claims, leaving out only those
claims in which AFIP has additionally made
infringement allegations. On July 30, 2013,
ARTEAR submitted an installment plan, within
the framework of General Resolution No. 3451,
for the payment of a large portion of the tax
component of these claims, notwithstanding
the fact that ARTEAR still considers that
its interpretation of the customs law is based
on reasonable legal grounds.
d. On September 10, 2010, the AFIP served
TRISA with a notice with objections to
its income tax assessment, with respect to the
application of the withholding regime set forth
under the section following section 69 of
the Income Tax law, for fiscal years 2004, 2005
and 2006. If AFIP’s position prevails, TRISA’s
contingency would amount to approximately
Ps. 28.9 million, out of which Ps. 9.3 million
would correspond to taxes on dividend payments
made during those years, Ps. 6.5 million to
a 70% fine on the omitted tax, and Ps. 13.1
million to late-payment interest.
TRISA filed a response, which was dismissed
by the tax authorities. On December 20, the tax
authorities issued their own official assessment
and imposed penalties. TRISA appealed the
tax authorities’ resolution before the National
Tax Court on February 8, 2011.
TRISA and its legal and tax advisors believe
that TRISA has strong grounds to defend its
position and that AFIP’s challenges will not be
admitted by the Federal Tax Court. Accordingly,
TRISA has not booked a provision in connection
with the effects such challenges may have.
e. On August 13, 2012, the parent company
GC Dominio S.A. was served notice of a claim
brought by the Argentine Superintendency of
Legal Entities (IGJ) whereby that agency seeks
to annul the registration with the Public
Registry of Commerce of the appointment of
GC Dominio S.A.’s authorities, approved at the
Shareholders’ Meeting held on May 17, 2011.
The claim is pending before the Federal Court
of First Instance on Commercial Matters No.
25, Clerk’s Office No. 49 (“Inspección General
de Justicia v. Dominio S.A. on/Ordinary”, File
No. 58652). The claim brought by the IGJ
seeks to annul the registration with IGJ of the
appointment of GC Dominio S.A.’s authorities,
approved at the Annual Ordinary General
Shareholders’ Meeting of GC Dominio held
on May 17, 2011. The appointment was
registered with the IGJ on April 23, 2012 under
No. 7147, Book No. 59 of Share Companies.
According to the IGJ and as the case file is said
to show, GC Dominio has allegedly failed
to comply with certain regulations applicable to
foreign shareholders upon registration of the
appointment of authorities. Also within
the framework of this claim, the Court issued
an injunction in favor of the IGJ ordering that
the existence of this claim be duly noted.
GC Dominio S.A.’s legal advisors have strong
grounds to sustain that the resolution of IGJ’s
claim seeking the de-registration of the
appointment of authorities has serious defects
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and infringes the guarantees of reasonableness
and due process; a principle that derives
from the constitutional guarantee of defense
in court, which entails the right to be heard
and to produce evidence to the contrary. GC
Dominio S.A. has appealed such injunction
because it considers that the IGJ has not shown
that its legal arguments are, at least, plausible.
f. As a result of a report on suspicious activities
reported by the Argentine Federal Revenue
Service (“AFIP”) concerning transactions carried
out between the Company and some
subsidiaries, the Financial Information Unit
(“FIU”) pressed criminal charges for alleged
money laundering. The action is now pending
before Federal Court No. 9, under Dr. Luis
Rodriguez. The FIU has pressed charges against
the Company and its directors for alleged money
laundering activities related to the trading
of shares between the Company and some of its
subsidiaries. The Company has appointed
defense attorneys and has requested a copy of
the file to understand the details of the charges.
The FIU is acting as plaintiff in this case. One
of the Company’s directors made a spontaneous
appearance and filed a response and produced
documentary evidence. Certain charges pressed
by Representative Di Tullio were also added
to the case. In addition, the Prosecutor requested
that the charges be investigated and that certain
evidentiary measures be taken which have not
yet been fulfilled as of the date of these financial
statements.
The Company and its legal advisors consider
that there are strong arguments in the
Company’s favor, and have gathered evidence
that supports the lack of involvement of
anyone in any such maneuvers. However, they
cannot assure that the outcome of this action
will be favorable.
g. By means of Resolution 16,364/2010, dated
and notified to AGEA as of July 15, 2010,
the CNV’s Board of Directors decided to initiate
summary proceedings against AGEA and
certain current and past members of its board
of directors and supervisory commission, for
alleged infringement of the Argentine Business
Associations Law, Decree No. 677/01 and
Law No, 22,315. AGEA, as well as the current
and past members of the board of directors
and supervisory commission who are subject to
the summary proceedings, duly filed their
respective responses.
h. The subsidiary AGEA received several
inspections from the AFIP aimed at verifying
compliance with the so-called competitiveness
plans implemented by the National Executive
Branch. After several reports issued by the
AFIP and the corresponding Resolutions issued
by the Ministry of Economy, such agencies allege
that certain acts performed by AGEA during
2002 lead to the nullity of some of the benefits
granted under said plans, including adjustments,
for an estimated total amount of Ps. 53 million.
In April 2013, AGEA was served with AFIP
Resolution No. 03/13, whereby such agency
decided to exclude AGEA from the Registry of
Beneficiaries of the Competitiveness and
Employment Generation Agreements under
the Cultural Sector Agreement, as from March
4, 2002. The AFIP ordered the restatement
of the tax returns and the remittance of the
corresponding amounts. AGEA filed an appeal
against such resolution. Notwithstanding the
foregoing, in re “AEDBA and Other v. Ministry
of Economy Resolution No. 58/10”, the
Federal Court on Administrative Matters No.
6 issued an injunction ordering AFIP to refrain
from initiating and/or continuing with the
administrative proceeding/s and/or any act that
would entail the enforcement of the amounts
payable under Resolution No. 3/13, until a
final decision is rendered. Notwithstanding the
foregoing, AGEA cannot assure that the appeal
will be resolved in its favor.
i. On April 9, 2013, Cablevisión was served
notice of AFIP Resolution No. 45/13 dated
April 3, 2013, whereby such agency imposed
penalties in a summary proceeding against
that company with respect to compliance with
General Resolution No. 3,260/12. Cablevisión
filed an appeal, which has staying effects on
the execution of those penalties.
10.3 Other Claims and Disputes
a.On December 12, 2001, Supercanal filed a
claim for damages against Multicanal as a result
of the enforcement of a preliminary injunction
brought by Multicanal against Supercanal.
Multicanal responded to such claim denying
any liability. Based on legal and factual
precedents of the case, Cablevisión, as successor
of Multicanal’s operations, believes that the
claim filed should be rejected in its entirety,
and that the legal costs should be borne by
the plaintiff. As of the date of these financial
statements, the proceeding was at the discovery
stage. The court of first instance dismissed
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Supercanal’s request that it be allowed to
sue without paying court fees or costs. This
decision has been ratified by the Federal
Court of Appeals.
b. On June 22, 2007 TRISA and TSC executed
several documents with AFA, applicable from
the 2007/2008 until the 2013/2014 soccer
seasons, governing the broadcasting by TRISA
of all of the National “B” soccer tournament
matches and by TSC of ten of the Argentine
soccer first division official tournament matches
played each week. Out of those ten matches,
TRISA broadcast five through TyC Sports.
Those agreements set the price to be paid by
TRISA for these products and clearly stated its
right to sell such products and, additionally,
had AFA’s express consent.
On August 12, 2009 AFA notified
TSC of its decision to terminate unilaterally
the above-mentioned agreement. TSC
challenged AFA’s unilateral termination of
the agreement and, in order to safeguard
its rights, on June 15, 2010 it brought a legal
action against the AFA for contractual
breach and damages.
On July 27, 2011, AFA unilaterally terminated
the agreement that bound AFA and TRISA
until the 2013/2014 soccer season for the
broadcasting of all Argentine National “B”
soccer tournament matches. AFA’s decision was
totally arbitrary and illegitimate, since TRISA
has not breached any provision of the agreement,
which does not expressly allow voluntary
unilateral termination by either party. Therefore,
TRISA has challenged AFA’s unilateral
termination of the agreement.
In light of the events and until the situation
is remedied, TRISA will not be able to broadcast
the five weekly matches of the first division
tournament or any of the National “B” soccer
tournament matches that it used to broadcast
on its signal TyC Sports.
The broadcasting rights for the matches of
Metropolitan First “B” category are not governed
by the above-mentioned agreements, but by
an agreement that is in full force and effect as of
the date of these financial statements.
The situation described above had a significant
impact on TRISA’s revenues and costs.
Therefore, it had to adjust its signal to these
new circumstances.
In light of the circumstances described in the
above paragraphs, as from August 2009, TRISA
has recorded a portion of its revenues based
on the progress of negotiations with each client
and the new content of the signal.
During the year ended December 31, 2012,
TRISA completed those negotiations. As a
result, no significant differences arose between
the actual results and the original estimates.
c. On January 31, 2012, FADRA informed
Grupo Carburando’s subsidiary Mundo Show
S.A. of the unilateral rescission of the agreement
executed in 2006 whereby FADRA assigned to
that company the rights comprising image,
sound and static advertising of motor racing at
the road racing events Turismo Carretera and
TC Pista until December 31, 2015. Mundo
Show S.A. has challenged and rejected FADRA’s
unilateral rescission of the agreement. In light
of the events, Mundo Show S.A. will not be able
to sell or export the audiovisual and static
advertising rights of the above-mentioned motor
racing events. Therefore, in 2012 an allowance
was set up for impairment of goodwill and other
assets related to such agreement of approximately
Ps. 17 million. On July 17, 2013, some of the
Company’s subsidiaries executed an agreement
in order to settle the legal actions brought
as a consequence of the termination of TV
broadcasting rights and sponsorship agreements
relating to the Turismo Carretera and TC Pista
road racing events, whereby FADRA undertook
to pay damages for an aggregate and final
amount of Ps. 16.5 million in 23 monthly and
consecutive installments. In addition, it assigned
all of its equity interest in TCM, which
represents 20% of its capital stock and votes.
The parties also settled the claims brought
against FADRA in re “Mundo Show v. FADRA
on pending cash collection, File No. 10041/
2012”, whereby FADRA paid Ps. 1.5 million in
exchange for the dismissal of the legal actions.
d. Pursuant to a notarial certificate issued on
September 19, 2008, AGEA and the Company
were served with a legal action brought by an
entity representing consumers and alleged
financial victims (and by six other individuals).
Claimants are Multicanal noteholders who claim
to be allegedly affected by Multicanal’s APE.
The claim is grounded on a Consumer Defense
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Law which, in general terms, provides for an
ambiguous procedure that is very strict against
the defendant.
The Company, AGEA and certain directors
and members of the supervisory committee
and shareholders have been served with
the claim. After rejecting certain preliminary
defenses presented by the defendants, such
as the application of statutes of limitation and
the failure to comply with prior mediation
procedures, the claim followed ordinary
procedure and the above-mentioned persons
duly filed their respective responses.
e. On September 16, 2010 the Company was
served with a claim brought against it by
Consumidores Financieros Asociación Civil para
su Defensa. The plaintiff claims a reimbursement
of the difference between the value of the
shares of the Company purchased at their initial
public offering and the value of the shares at
the time a decision is rendered in the case.
The Company has duly responded to the claim
and the intervening Court has deemed the
claim responded.
f. On April 25, 2013 Grupo Clarín S.A. held
its Annual Regular Shareholders’ Meeting. As a
result of the issues raised at this Meeting,
some of the permanent directors informed the
Company that they had pressed criminal charges
against the representatives of the shareholder
ANSES and of the CNV (Messrs. Reposo,
Kicillof, Moreno, Vanoli, Fardi and Helman) for
making statements and intellectual constructions
which, under the appearance of being included
in the new regulations of the Argentine
Capital Markets Law, only sought to discredit
the Board of Directors and caricature its
management, creating pretexts that may lead to
an intervention of the Company without judicial
control pursuant to the new powers vested on
the CNV by Capital Markets Law No. 26,831.
On April 26, 2013, the Board of Directors
decided to press charges on the same grounds.
Consequently, the Company sent a letter to
the CNV, in which it clearly stated that what
happened at that Meeting could not be
considered in any way as an acknowledgment
of the legitimacy of the powers vested on the
CNV by Law No. 26,831 and/or the regulations
that may be issued in the future. The letter
also stated that the Company reserved its right
to file the pertinent legal actions at any
time to request the declaration of the evident
unconstitutionality of that law. It also requested
the CNV to refrain from performing any act
or issuing any resolution that would lead to the
execution of the plan of which they had been
accused before the courts.
g. On May 30, 2013, Pem S.A. was served
notice of a claim in re “TELEVISORA
PRIVADA DEL OESTE S.A. v. GRUPO
CLARÍN S.A. AND OTHERS on
ORDINARY” File No. 99078/2011, which
is pending before the Federal Commercial Court
No. 16 of First Instance, Clerk’s Office No. 32.
The claim seeks damages resulting from certain
decisions made with respect to Televisora Privada
del Oeste S.A. Cablevisión and the Company,
among others, are defendants in such lawsuit.
Cablevisión was served with the claim and filed
a response in due time and form. According
to the Company’s legal advisors, the chances of
success of the claim are low because the damages
claimed are clearly overstated, the actual
damage invoked does not exist and the claim is
procedurally inappropriate, both on a factual
and legal basis.
h. In March 2012, ARTEAR brought a summary
action for the protection of constitutional
rights against the National Government (Chief
of the Cabinet of Ministers and Secretariat
of Public Communication) and against Messrs.
Juan Manuel Abal Medina and Alfredo
Scoccimarro, in order to request that the
National Government cease in the arbitrary and
discriminatory allocation of official advertising
with respect to Arte Radiotelevisivo Argentino
S.A. ARTEAR requested (i) that the court
order the maintenance of the balanced allocation
with respect to the amount of official advertising
received in previous years, and in particular
prior to 2008, and to the amount of official
advertising allocated to other broadcasters of
similar characteristics, and (ii) that the conduct
of the above-mentioned officials be declared
illegitimate, on account of their having abusively
exercised their discretional power to manage
public funds destined to official advertising,
discriminating against Canal 13, which is owned
by ARTEAR. (See Note 18.c).
10.4 Matters concerning Papel Prensa:
I. Papel Prensa has several disputes pending
before the Commercial Court of Appeals
of the City of Buenos Aires as a consequence
of CNV Resolution No. 16,222. Pursuant to
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said Resolution, the CNV declared that
certain decisions of Papel Prensa’s Board of
Directors were irregular and with no effect for
administrative purposes. The Resolution
challenged the Board’s fulfillment of the
formalities required in the preparation,
transcription and execution of meeting minutes
on the relevant corporate books. On June 24,
2010, in File No. 75,479/09, the Commercial
Court of Appeals of the City of Buenos Aires,
Chamber C, decided to nullify CNV Resolution
No. 16,222. On the basis of Resolution No.
16,222, the CNV has questioned subsequent
decisions of Papel Prensa’s Board and of
its Shareholders. In response, Papel Prensa has
brought several administrative claims against
the CNV, questioning its position. All of
such claims were decided in Papel Prensa’s favor
by the Commercial Court of Appeals of the City
of Buenos Aires. Consequently, the CNV’s
decisions were nullified. Furthermore, the
Commercial Court of Appeals, Chamber C,
dismissed the appeals filed by the CNV before
the Supreme Court of Argentina against the
Court of Appeals’ decisions. The CNV filed a
direct appeal before the Supreme Court.
As a consequence of the above, Papel Prensa
has continued with the criminal proceedings
brought against certain public officials.
On February 1 and 4, 2010 the Secretary of
Domestic Trade, Mario G. Moreno, and
the CNV, respectively, requested the judicial
intervention of Papel Prensa before the
commercial justice. Such claims were pending
before the Federal Commercial Court of First
Instance No. 2, Clerk’s Office No. 4, temporarily
under judge Dr. Eduardo Malde, who, on
March 8, 2010, issued an injunction whereby
he suspended certain decisions adopted
at meetings of the Board of Directors and at
Shareholders Meetings held on or after
November 4, 2009. Judge Malde also appointed
a co-administrator without removing the
members of the previous corporate bodies.
Papel Prensa filed an appeal, which the
Commercial Court of Appeals, Chamber C,
resolved in Papel Prensa’s favor, by revoking the
injunction on August 31, 2010. On December
7, 2010 the same Chamber C dismissed
the appeals filed by the CNV and the National
Government before the Supreme Court of
Argentina against the Court of Appeals’ decision.
Both the CNV and the National Government
filed direct appeals against such decision.
None of the claims mentioned in the above
paragraphs had a material effect on
AGEA’s financial and economic condition
as of December 31, 2012.
II. On January 6, 2010, the SCI issued
Resolution 1/2010 whereby certain business
practices were imposed on Papel Prensa. Papel
Prensa brought a legal action against such
resolution on grounds of unconstitutionality
before the Federal Court on Administrative
Matters and requested an injunction which was
granted by the intervening judge. Pursuant to
the injunction, the effects of such Resolution
were suspended. On May 7, 2010, the Federal
Court on Administrative Matters revoked the
injunction. Papel Prensa appealed such decision,
which was affirmed by the Federal Court
of Appeals on Administrative Matters. Papel
Prensa filed an appeal against the Court of
Appeals’ decision. The appeal was denied and
Papel Prensa was served notice of that denial
on September 1, 2010.
III. Papel Prensa suspended its operations with
related parties between March 9 and April 21,
2010 pursuant to an injunction issued on
March 8, 2010 by Judge Malde. In his ruling,
Judge Malde decided to suspend the Board
of Directors’ resolution of December 23, 2009,
which had approved the terms and conditions
of transactions with related parties for the
year 2010. On April 21, 2010, the Board of
Directors of Papel Prensa, following a proposal
made by the court-appointed supervisor
(interventor) and co-administrator, approved the
resumption of such company’s transactions with
related parties under provisional conditions for
as long as the decision rendered by the Board on
December 23, 2009 remained suspended and/or
until Papel Prensa’s corporate bodies established
a business practice to follow with related parties.
Such approval involved suspending the
application of volume discounts in connection
with purchases made by related parties, which
could be recognized in their favor, subject
to the court’s decision on the appeal filed by
Papel Prensa against Judge Malde’s injunction
of March 8, 2010. As from April 21, 2010,
transactions with related parties were resumed
under the provisional conditions approved by
the Board on April 21, 2010.
At a meeting held on December 23, 2010,
Papel Prensa’s Board of Directors approved new
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conditions that must be fulfilled for the
recognition and payment of volume discounts
that may be applicable to related parties in
connection with purchases of paper made as
from April 21, 2010. These new conditions are
as follows: (i) the lifting of the provisional
suspension of the resolutions adopted by the
Board meeting of December 23, 2009, as
explained in the previous paragraph, and (ii) the
resolution or end, by any means, of any state
of uncertainty that may eventually exist about
the conditions approved by Papel Prensa’s Board
in the first item of the agenda of the meeting
held on April 21, 2010, as a consequence of the
claim brought by the National Government
in re “National Government - Secretariat of
Domestic Trade - v./ Papel Prensa S.A.I.C.F. y
de M. on/ Ordinary”, File No. 97,564,
currently pending before Federal Commercial
Court of First Instance No. 26, Clerk’s Office
No. 52. Under this proceeding, the National
Government seeks to obtain, among other
things, a declaratory judgment of nullity of the
provisional conditions for the resumption of
transactions with related parties in connection
with the purchase and sale of paper approved
by Papel Prensa’s Board in the first item of
the agenda of the above mentioned meeting
held on April 21, 2010.
Furthermore, at this meeting held on December
23, 2010, Papel Prensa’s Board decided to
maintain the originally approved sales policy,
but to subject the accrual and enforceability,
and, consequently, the recognition and payment
to the clients, of the eventual volume discounts
that may be applicable to them with respect
to paper purchases made between January 1,
2011 and December 31, 2011, to a final
favorable ruling in the claim brought by Papel
Prensa against the constitutionality of SCI
Resolution No. 1/2010, or to the final
nullification of such Resolution No. 1/2010
in any other way or by any other legal means,
whichever happens first. In connection
with related parties, the Board approved the
same policies and conditions as those approved
for the other clients in general.
In a meeting held on December 27, 2011 Papel
Prensa’s Board of Directors decided to maintain
for 2012 the same commercial policies that
had been approved for 2011 - under the same
terms and conditions mentioned in the previous
paragraph - for all of its customers in general
(including related parties).
The commercial policy approved by Papel
Prensa was affected by Law 26,736 -effective as
from January 5, 2012- which declared a matter
of public interest the production, sale and
distribution of wood pulp and newsprint and set
forth the regulatory framework to be adopted
by the producers, sellers, distributors and buyers
of such inputs. Among other things, the Law
set limits and established conditions applicable
to Papel Prensa for the production, distribution
and sale of newsprint (including a formula to
determine the price of paper), and created the
National Registry of Producers, Distributors and
Sellers of Wood Pulp and Newsprint where
all producers, sellers, distributors and buyers
shall be registered as a mandatory requirement
in order to produce, sell, distribute, and/or
purchase newsprint and wood pulp as from the
enactment of the Law. It also contains a series
of temporary clauses, specifically and exclusively
addressed to Papel Prensa, whereby Papel
Prensa is forced to make investments to meet
the total national demand for newsprint -
excluding from this requirement the other
existing company that operates in the country
with installed capacity to produce this input.
The Law also provides for the capitalization
of the funds eventually contributed by the
National Government to finance these
investments for the purposes of increasing the
equity interest and the political rights of the
National Government in Papel Prensa,
contravening public order regulations contained
in Law 19,550 and disregarding several
constitutional rights and guarantees of Papel
Prensa and its private shareholders.
On February 10, 2012 AGEA registered in the
National Registry of Producers, Distributors and
Sellers of Wood Pulp and Newsprint (Record
No. 63 in File No. S01:0052528/12), clearly
stating that the decision to register shall not be
construed as an acknowledgment or conformity
with the legitimacy of Law 26,736, Resolution
No. 9/2012 issued by the Ministry of Economy
and Public Finance and SCI Resolution No.
4/2012 issued in connection with such Law
and/or any other issued in the future, since they
seriously affect several rights and guarantees
of AGEA which are recognized and protected by
the Argentine National Constitution.
IV. On September 12, 2011, the CNV issued
Resolution No. 16,647 whereby it rendered
irregular and with no effect for administrative
purposes the decisions made by Papel Prensa’s
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Board of Directors at the meetings held on
July 20, 2011 and August 5, 2011. At those
meetings, the Board of Directors had called two
shareholders’ meetings, to be held on September
27, 2011 and September 15, 2011, respectively.
Notwithstanding the fact that Resolution
No. 16,647 was appealed by Papel Prensa and
is therefore not final, on September 15, 2011,
Commercial Court No. 5, Clerk’s Office
No. 9, issued an injunction with respect to the
Board of Directors’ decisions to call the two
shareholders’ meetings. The injunction had been
requested by the shareholders Arte Gráfico
Editorial Argentino S.A., Compañía Inversora
en Medios de Comunicación (CIMECO) S.A.,
and S.A. La Nación. Given that the issuance of
the injunction had validated Papel Prensa’s
decision to call the two shareholders’ meetings,
both were held as originally scheduled.
Nevertheless, and based on the above Resolution
No. 16,647, on October 13, 2011 the CNV
issued Resolution No. 16,671 rendering irregular
and with no effect for administrative purposes
all of the decisions made at Papel Prensa’s
Shareholders’ Meetings held on September 15,
2011 and September 27, 2011. Papel Prensa
filed an appeal against Resolution No. 16,671,
which is, therefore, not final. Also based on
Resolution No. 16,647, on November 16, 2011,
the CNV issued Resolution No. 16,691 whereby
the CNV rendered irregular and with no effect
for administrative purposes the decisions made
at the Board of Directors’ Meeting held on
October 3, 2011 and the call for the Board of
Directors’ meeting on November 17, 2011.
Such Resolution is not to be deemed final since
Papel Prensa filed an appeal and requested its
nullification. In this sense, of particular note is
that: (i) at the hearing held before Federal
Commercial Court No. 26 of First Instance,
Clerk’s Office No. 52, the National Government,
Papel Prensa, AGEA, Compañía Inversora en
Medios de Comunicación (CIMECO) S.A.
and S.A. La Nación, agreed, among other things,
on the composition of the company’s corporate
bodies, and in particular on the recognition of
the authorities appointed by the private
shareholders at Papel Prensa’s Shareholders’
meeting held on September 27, 2011, as well
as on the agenda to be addressed at the meeting
of Papel Prensa’s Board of Directors of October
3, 2011, which had been the subject matter
of Resolution No. 16,691; and (ii) at the hearing
held in April 2012 before the same Commercial
Court the National Government, Papel Prensa,
AGEA, Compañía Inversora en Medios de
Comunicación (CIMECO) S.A. and S.A. La
Nación, with the assistance of the Argentine
Securities Commission, agreed to request the
court to order a shareholders’ meeting with
an agenda substantially similar to that of Papel
Prensa’s Shareholders’ Meeting held on
September 27, 2011. The request was granted
by the intervening judge and the meeting
was scheduled for August 29, 2012. The meeting
began on that date but, as a consequence
of certain disturbances provoked by the
representative of the National Government,
the private shareholders that were present at the
meeting decided to adjourn it for 48 hours
without addressing the agenda. After that, and
notwithstanding the resolution adopted at
the meeting, on August 31, 2012 Judge O’Reilly
decided to order that the adjourned meeting
would resume on September 25, 2012. However,
the meeting was not held because the Judge
subsequently held that the appeals filed against
other points of her decision resulted in the
suspension of every point of the decision she had
rendered, including the new date scheduled
for the meeting, even though all appellants had
consented to that point. Therefore, the new
date of the court-convened meeting that began
on August 29, 2012 may not be set until the
Supreme Court has rendered its decision about
the appeals against Judge O’ ’s decision of August
31, 2012. Once that occurs and the file is sent
back to the original court, Judge O’Reilly shall
set a new date to resume the meeting.
V. On June 6, 2013, the Board of Directors of
the CNV issued CNV Resolution No. 17,102,
within the framework of the Administrative
File No. 1032/10, whereby it required that: (i)
certain members of Papel Prensa’s Supervisory
Committee and statutory auditors be imposed a
fine of Ps. 150,000 each; and (ii) Papel Prensa,
certain members of its Board of Directors,
one member of its Supervisory Committee and
the members of its Oversight Board (all of
them representatives of Papel Prensa’s private
shareholders) be imposed a joint and several fine
of Ps. 800,000. Papel Prensa and its other
current and former officers appealed the fine
in due time and form. In the same appeal, they
requested an injunction to change the effect
of their appeal and suspend the application of
the fine. On October 11, 2013, Chamber 5
of the Federal Court on Administrative Matters
denied this request, which was considered
unnecessary in the light of the settlement of the
fine by the claimants, as informed below.
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Notwithstanding the above, on June 19, 2013,
the Company asked the CNV to suspend the
application of the fine until a decision was
rendered by the Court of Appeals with respect
to the injunction. The request was denied. On
June 28, 2013, the fine was paid under protest
in order to prevent its coercive enforcement
by the CNV; given that, under the new Capital
Markets Law No. 26,831, appeals may be
admitted without suspension of judgment.
VI. AGEA has not recorded any impact in
connection with the foregoing, since its effects
shall depend on the final outcome. Such
effects are not expected to be material to these
financial statements.
Note 11
Regulatory Framework for Audiovisual
Communication Services
Until the enactment of Audiovisual
Communication Services Law No. 26,522,
the installation, operation and acquisition of
audiovisual communication services in Argentina
were governed by Broadcasting Law No. 22,285.
Cable TV activities were regulated and overseen
mainly by the COMFER.
Under Law No. 22,285 broadcasting service
companies in Argentina required a non-exclusive
license from the COMFER in order to operate.
Other approvals were also required, including
the authorization from municipal agencies.
Broadcasting licenses were granted for an initial
period of 15 years, allowing for a one-time
extension of 10 years. The extension of the
license was subject to the approval of the
COMFER, which would determine whether
or not the licensee had met the terms and
conditions under which the license had been
granted. Both Cablevisión and its subsidiaries
and other subsidiaries of Grupo Clarín
that render broadcasting services, hold licenses
granted by the COMFER under such Law.
Some of Cablevisión’s licenses, including
its original license (with an extended term that
originally expired on March 31, 2006), and the
licenses of other subsidiaries, have already been
extended for the above-mentioned 10-year term.
On May 24, 2005, Decree No. 527/05
provided for a 10-year-suspension of the terms
then effective of broadcasting licenses or their
extensions. Calculation of the terms shall
be automatically resumed upon expiration of the
suspension term, subject to certain conditions.
The Decree required that companies seeking
to benefit from the extension submit to the
COMFER’s approval, within two years from
the date of the Decree, programming proposals
that would contribute to the preservation
of the national culture and the education of the
population and a technology investment project
to be implemented during the suspension term.
COMFER Resolution No. 214/07 regulated
the obligations established by Decree No. 527/05
in order to benefit from such suspension. The
proposals then submitted were approved and,
accordingly, the terms of the licenses originally
awarded to Cablevisión, as well as the terms
of the licenses to which Cablevisión became the
universal successor, and the licenses of other
subsidiaries, are currently suspended for ten years.
COMFER Resolution No. 275/09 lifted a
suspension of license grants that had been
ordered by COMFER Resolution No. 726/00
and approved the Rules governing the licensing
of Broadcasting and Supplementary Services by
means of a physical link, and set a term to apply
for licenses under an abbreviated procedure.
Therefore, Cablevisión and certain subsidiaries
purchased bidding forms to apply for new
licenses through this option in such locations
where they had not obtained the suspension
of the term ordered by Decree No. 527/05, since
the terms of those licenses had expired.
Cablevisión has requested the COMFER’s
approval of several transactions, including certain
company reorganizations and share transfers.
The request for approval of the merger
of Cablevisión and its subsidiaries (see Note
10.1.d.) is still pending.
The Audiovisual Communication Services Law
(Law No. 26,522) was passed and enacted on
October 10, 2009, subject to strong concerns
over its content and enactment procedure.
Even though the new Law became effective on
October 19, 2009, not all of the implementing
regulations provided by the law have been
enacted. Therefore, Law No. 22,285 still applies
with respect to those matters that to date
have not been regulated, until all terms and
procedures for the regulation of the new law
are defined.
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The law provides for the replacement of
the COMFER with the Audiovisual
Communication Services Law Federal
Enforcement Authority (AFSCA, for its Spanish
acronym) as a decentralized and autarchic
agency under the jurisdiction of the Executive
Branch, and vests the new agency with
authority to enforce the law.
The new law, which governs the audiovisual
communication service activities conducted
by the Company through its subsidiaries,
establishes, among other things:
• A license award and review scheme that grants
wide discretion to the Executive Branch and
to an Enforcement Authority with questionable
composition and powers,
• A 10-year limitation to the terms of licenses,
with a one-time non-renewable extension,
• The non-transferability of authorizations and
licenses,
• A regulatory framework and registration
requirements for signals, production companies
and advertising agencies,
• A multiple license scheme that: i) restricts to
10 the number of Audiovisual Communication
Service licenses, plus a single broadcasting
signal for radio, broadcast TV and subscription
cable TV services that make use of the radio
spectrum; ii) restricts the licensing of
subscription broadcasting services rendered by
means of a physical link (cable), limiting the
number of licenses to 24; iii) sets forth a further
restriction on these services, which may not
be provided to more than 35% of all inhabitants
or subscribers nationwide; iv) establishes that
a broadcast TV signal and a cable TV signal
may not be simultaneously exploited in the
same location, and v) establishes that broadcast
TV networks may only own one cable TV
signal. The same applies to cable TV networks,
which may only own the so-called “local
channel”, which is mandatory for every license
• Mandatory quotas for certain types of
content.
Also controversially, the law sets forth retroactive
effects by requiring holders of current
broadcasting licenses - which were legitimately
acquired rights under Law No. 22,285 as
amended - to conform to the new law within
the term of one year counted as from
the time certain mechanisms required for
implementation are set in place.
The Executive Branch has regulated most
sections of Law No. 26,522 by means of Decree
No. 1,225/2010. The most notably arbitrary
provision of this decree is the highly discretionary
mandatory divestiture system created to
implement Section 50 of the Audiovisual
Communication Services Law (LSCA). This
system has evident confiscatory effects.
It is publicly known that several concerns have
been expressed about this law, since it has defects
that render it unconstitutional; it seriously
damages the development of the audiovisual
industry and it restricts fundamental freedoms.
Grupo Clarín and its main subsidiaries made
court filings in this sense which gave rise to the
provisional suspension of section 161 of the
Audiovisual Communication Services Law until
a final decision was rendered.
On December 14, 2012 the Company was
served with the decision rendered by the Court
of First Instance on the merits of the case in
re “Grupo Clarín S.A. and Other v. the
Executive Branch on Declaratory Action” (File
119/10). The judge recognized the standing
of the plaintiffs as license holders, but rejected
the unconstitutionality claim with legal costs
imposed on claimants. An appeal was filed
in due time and form and is now pending before
the Court of Appeals.
On April 17, 2013, Chamber 1 of the National
Court of Appeals on Federal Civil and
Commercial Matters rendered a decision on
the merits of the case, whereby it:
i) Confirmed the dismissal of the exception
of lack of standing brought in connection with
Grupo Clarín and Teledigital.
ii) Dismissed the claim of unconstitutionality
brought by the claimants against:
a. Section 41 of the Audiovisual
Communication Services Law, which provides
that licenses are not transferable, with an
exceptional procedure for the transfer of shares
or quotas of licensees;
b. Section 161 of the Audiovisual
Communication Services Law, which requires
existing licensees to conform to the new Law;
c. Section 45, point 1, subsection a), which
limits subscription television licenses on satellite
support to one license per holder, nationwide;
d. Section 45, point 1, subsection b), which
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limits audiovisual communication services
licenses that make use of the radio spectrum to
10 licenses per holder, nationwide, except for
the provision that limits content signals to one
per holder, which was deemed unconstitutional;
e. Section 45, point 2, subsection a), which
limits AM broadcast radio licenses to one
license per holder per locality; and
f. Section 45, point 2, subsection b) which
limits FM broadcast radio licenses to one license
per holder per locality, except for localities with
more than eight FM stations, where holders are
entitled to two licenses.
The Court of Appeals also declared that claimant
has a right to be compensated for damages that
may result from the mandatory divestment as
a consequence of the limitations set forth under
point ii. c), d), e) and f );
iii) Declared the unconstitutionality of the
following provisions:
a. Section 45, point 1, subsection c), which
limits licenses for the exploitation of audiovisual
communication services by subscription with
physical link to 24 licenses per holder,
nationwide;
b. Section 45, final paragraph, which provides
that services provided by one licensee may not
reach more than 35% of the aggregate national
population or nationwide subscribers;
c. Section 45, point 2, subsections c) and d),
which provides that holders of a broadcast
television license may not simultaneously hold
a subscription television service license in the
same locality;
d. Section 45, final paragraph, which limits
licenses granted in the same primary service area
or group of overlapping primary service areas
to three licenses per holder; and
e. Section 45, point 3, which provides that
broadcast television licensees may only own one
cable television signal and cable television service
licensees may only own a single signal generated
by such providers themselves.
The Court ordered the inapplicability of the
provisions detailed under iii. a), b), c), d) and e),
above, to the licenses exploited by claimant.
iv) Declared the unconstitutionality of section
48, second paragraph, which provides that the
multiple license regime set forth under the
Audiovisual Communication Services Law may
not be alleged as an acquired right in light of
any future amendments relating to deregulation,
demonopolization or antitrust.
v) Rejected the claim for damages as claimed
under this case-file.
vi) Revoked the decision rendered in the first
instance regarding the repeal of the injunction
granted in favor of the claimants until a final
decision is rendered.
Both parties appealed the decision rendered by
the National Court of Appeals on Federal
Civil and Commercial Matters, and the case was
submitted to the Supreme Court of Argentina.
On December 17, 2012, the Company was
served notice of AFSCA Resolution No. 2276/
2012 (File No. 1395-AFSCA/2012), whereby
AFSCA decided to initiate the ex-officio transfer
procedure, ordered the appraisal by Court of
Appraisals of Argentina of the licenses and the
essential assets related to the various broadcasting
services and ordered the Company to respond,
within the framework of that procedure, to a
request for information about the licenses
and/or services it owned directly or indirectly.
The Company appeared before AFSCA and
challenged its resolution because it violates the
injunction granted and extended by Chamber
No. 1 of the National Court of Appeals on
Federal Civil and Commercial Matters. The
Company also made a presentation in re
“Grupo Clarín S.A. and Others on preliminary
injunctions” to report these circumstances.
Consequently, on June 27, 2013, Chamber
No. 1 of the Court of Appeals ordered in re
“Grupo Clarín S.A. and other v. National
Executive Branch and others on failure to
comply with injunction” (File No. 4777/2012)
that AFSCA suspend its proceedings (File No.
1395-AFSCA/2012) and refrain from taking
any action or initiating any similar or identical
proceeding based on Section 161 and/or its
regulations during the effectiveness of said
injunction.
On October 29, 2013 the Company was
served with a decision rendered by the
Supreme Court of Argentina which ordered
(i) to revoke the decision rendered by the
National Court of Appeals on Federal Civil
and Commercial Matters on April 17, 2013
(the “Decision”) to the extent that it declared
the unconstitutionality of Section 45, part 1,
subsection “c” and final paragraph; part 2,
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subsections “c” and “d” and final paragraph;
part 3 in its entirety; and part 1, subsection
“b”, with respect to the limitation to holding
registered title to a single content signal,
and Section 48, second paragraph, Law No.
26,522 and (ii) to confirm the Decision
to the extent it rejected the claim for damages
as brought under the case file.
The Company believes that the challenged
Sections -as held by the three dissenting
opinions- not only contradict the principles of
the Argentine National Constitution, but also
those of the American Convention on Human
Rights (Pact of San José de Costa Rica), as
well as recent precedents of the Inter-American
Commission on Human Rights, the Inter-
American Court of Human Rights and the
Special Rapporteurship for Freedom of
Expression of the Organization of American
States. The claimant companies will analyze
bringing an appeal before international courts
to challenge those sections that entail an
indirect act of censorship, that silence and
discriminate against critical media, and violate
acquired rights.
In addition, as provided in the Court’s ruling,
the Company will continue to litigate in local
courts all the aspects related to the discretionary
and selective application of the law by the
national government.
On October 31, 2013, even before the deadline
to enforce the decision rendered by the Supreme
Court of Argentina in re “Grupo Clarín S.A. and
Others v. National Executive Branch and other
re: Merely Declarative Action” (File 119/10),
the Company and some of its subsidiaries were
again served with AFSCA Resolution No. 2276/
2012 issued by the president of that agency on
December 17, 2012 within the framework
of File No. 1395-AFSCA/2012. Resolution No.
2276/2012 provides for an ex-officio proceeding
to conform the Company and some of its
subsidiaries to the provisions of the Audiovisual
Communication Services Law. The Company
and its legal advisors believe that this resolution
is absolutely null and void and have filed an
appeal to have it revoked.
Faced with the de-facto proceedings that sought
to dispossess the Company of its licenses and
assets through an ex-officio procedure, on
November 4, 2013 the Company submitted to
AFSCA and to the Supreme Court of Argentina
a voluntary proposal to conform to the
Audiovisual Communication Services Law
pursuant to section 161 of the LSCA, approved
by Grupo Clarín’s Board of Directors on
November 3, 2013, in an attempt to avoid the
forced divestiture of its assets by AFSCA.
This is also the least desirable decision, because
it contradicts Grupo Clarín’s historical strategy
of maintaining the necessary integration and
strength. The voluntary proposal -which does
not interrupt any of the judicial actions brought
by the Company to defend its rights- was
submitted together with a request that the
decision rendered by the Supreme Court of
Argentina be complied in full. That is, requesting
the involvement of an independent unbiased
enforcement authority with technical expertise,
which may ensure a transparent and egalitarian
treatment in the enforcement of the law.
Upon review of the voluntary proposal, AFSCA
issued Resolution No. 1471/2013 whereby
it suspended the Ex-Officio Transfer Procedure
commenced through AFSCA Resolution No.
2276/2012 and stated that it would refrain from
pursuing any administrative proceedings in
that regard.
The voluntary proposal presented by the
Company is summarized as follows: The assets
of the Company and its group of companies
governed by Law No. 26,522 will be divided
into six units of audiovisual communication
services. Each of the units of audiovisual
communication services will have no corporate
relationship with the others. This way, each
will conform individually to the provisions of
Sections 45 and 46 of the Audiovisual
Communication Services Law and its regulations,
and will be divided according to the following
detail: (i) Unit I: composed by (a) ARTEAR,
owner of the signal of Canal 13 of Buenos Aires
and the news signal TN (Todo Noticias).
ARTEAR will also maintain its interest in
(i) Telecor, holder of the license of Canal 12 of
Córdoba and (ii) Bariloche TV, holder of the
license of Canal 6 of Bariloche. (b) Radio Mitre,
which will maintain the frequencies AM 790
and FM 100 in Buenos Aires, AM 810 and FM
102.9 in Córdoba, and FM 100.3 in Mendoza;
and (c) certain assets, liabilities, rights and
obligations to be spun off from Cablevisión
(“Cablevisión Spinoff 1”), which will include 24
local licenses for physical link subscription
television services, in cities where there is no
incompatibility with broadcast TV. (ii) Unit II:
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composed by the surviving Cablevisión which
will continue to carry out the business activities
and operations of Cablevisión with all the assets,
liabilities, rights and obligations that are
not spun off from Cablevisión. It will include
24 licenses for physical link subscription
television services. (iii) Unit III: composed by
Cablevisión Spinoff 2 which will include assets,
rights and obligations to be spun off from
Cablevisión, including 18 licenses for physical
link subscription television services and 1 license
for radio-electric link subscription television
services. (iv) Unit IV: (a) composed by IESA,
owner of the signals TyC Sports and TyC Max;
(b) the signals El 13 Satelital, Magazine, Volver,
Quiero Música en mi Idioma, Canal Rural and
Metro-the latter involves only the registration
for its commercialization-. (v) Unit V: held by
an individual or legal entity that will not
maintain a corporate relationship with Radio
Mitre, its controlling companies, subsidiaries
and/or controlled companies, and which shall
hold: (a) one sound frequency modulation
broadcasting service for the City of San Miguel
de Tucumán-FM 99.5, (b) one sound frequency
modulation broadcasting service for the
City of San Carlos de Bariloche-FM 92.1,
(c) one sound frequency modulation
broadcasting service for the City of Santa Fe-FM
99.3, and (d) one sound frequency modulation
broadcasting service for the City of Bahía
Blanca-FM 96.5. (vi) Unit VI: held by an
individual or legal entity that will not maintain
a corporate relationship with ARTEAR, its
controlling companies, subsidiaries and/or
controlled companies, and which shall hold one
broadcast television license for the City of
Bahía Blanca, Province of Buenos Aires-LU81
TV Canal 7-and an equity interest in Cuyo
Televisión S.A., holder of one broadcast
television license in Mendoza-LV83 TV Canal 9
Mendoza-. Said proposal contemplates that
the Company will continue to own, directly or
indirectly, only one of the audiovisual
communication service Units (among those
defined as Unit I and Unit II) of the six that
were described above.
The proposal will contemplate the necessary
reservations to safeguard the rights of the
Company, among which we may mention the
following: the reservation to bring the judicial
actions that may correspond in connection
with the claim for economic damages caused
to the Company and its subsidiaries as a
consequence of their adjustment to conform
to the law; the reservation to challenge the
conformity of Sections 41, 45, 48 and 161 of
Law No. 26,522 to international conventions
before the Inter-American Commission
on Human Rights, the Inter-American Court
of Human Rights and other competent
International Courts; the reservation to challenge
judicially the current composition of AFSCA
for not conforming to the provisions of
Law No. 26,522 and for not being a technical
and independent agency protected against undue
interferences from the State.
In order to consolidate the number of
subscription television licenses for the purposes
of conforming Cablevisión to the Audiovisual
Communication Services Law conforming plan,
the Company applied the coverage area
extension mechanism provided under section 45
of Decree No. 1225/2010 in accordance with
the criterion approved by AFSCA in the Minutes
of its Board of Directors’ Meeting No. 32/2012.
The implementation of the proposal will
necessarily involve a series of transactions that
will require in some cases a statement of
intention from the shareholders that are not
related to Grupo Clarín.
It should be noted that the proposal provides
that the three units that will result from
the adjustment of Cablevisión (Surviving
Cablevisión, Cablevisión Spinoff 1 and
Cablevisión Spinoff 2) will each have a market
share lower than the limit established by the law.
The proposal also includes other regulatory
authorizations required for its implementation
(CNV, IGJ, AFIP, SECOM, CNDC, among
others) as well as the request to be excluded
from the scope of the taxes applicable to the
transactions required to implement the proposal.
The Company and its subsidiaries have always
abided by the laws and respected the decisions
of the judiciary: all of the judicial claims brought
by the Company since the enactment of Law
No. 26,522 had the purpose of preserving the
assets of the Company and of its shareholders
under the firm conviction that the current
structure of Grupo Clarín is the most efficient,
both from the operational and the economic
perspective, for its shareholders, employees,
customers, suppliers and the community as a
whole. The Board understands that the
Company has presented the alternative that
most mitigates the damages caused by having
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to comply with the Supreme Court decision,
taking into consideration what the Board
believes to arise clearly from the multiple license
regime and the admissibility conditions
provided by Law No. 26,522.
framework and the conditions in which these
processes will be effectively carried out, the
Company cannot provide assurance about the
final value to be obtained as a result of the
divestiture or about the results of that process.
Once it is declared formally admissible
by AFSCA, which occurred on February 18,
2014, as mentioned under Note 25.d, the
implementation of the proposal requires
the intervention of other governmental and
oversight agencies and the approval of the
shareholders at the respective Shareholders’
Meetings in order to carry out the restructuring
and the transfer of licenses, assets, liabilities
and operations to third parties, which
must then receive final approval from AFSCA
by means of an act that declares that the
process has been duly completed.
The implementation of this proposal, if
approved without any changes as presented by
the Company, which mainly consists in the
transfer of assets, may entail a strong reduction
of its operating income and its profitability in
the Cable Television and Internet Access segment
and/or a strong reduction of its operating
income and profitability of the Broadcasting
and Programming segment, depending on the
choices made by the Company. The above-
mentioned considerations and the limits to
the growth of Grupo Clarín imposed by this
law, against world trends and against legitimately
acquired rights, will surely have an impact
on the potential value of Grupo Clarín. The
proposal’s implementation process and the
results that may eventually occur will depend
on a series of approvals and decisions from
regulatory agencies, the Company and the
subsidiaries involved (including the respective
shareholders) and from all the parties involved
in this process, which has just began.
A scenario different from the one considered
by the Company and its subsidiaries, additional
limitations to those contemplated in its
voluntary conforming proposal and/or a forced
divestiture process may give rise to different
results and, eventually, adverse consequences.
As of the date of these financial statements and
given the current uncertainties regarding the
effective evolution of the process of conforming
the Company and its subsidiaries to the
Audiovisual Communication Services Law, the
existing restrictions imposed by the regulatory
In this sense, it should be noted that the decision
rendered by the Supreme Court of Argentina on
October 29, 2013 expressly states the claimant
companies’ right to claim economic damages
caused to the Company and its subsidiaries as a
consequence of the adjustment to conform to
the law. Accordingly, under the proposal
submitted to AFSCA on November 4, 2013 the
Company expressly reserved its right to bring
judicial actions to claim for those damages.
Additionally, AFSCA issued Resolution No.
432/2011, whereby it approved new bidding
terms and conditions for the granting of licenses
for physical link television services.
Cablevisión complied with AFSCA Resolution
No. 296/2010, which provides guidelines for
the organization of the programming grid that
must be followed by the owners of pay TV
audiovisual services. This resolution regulates
section 65, subsections a) and b) of Law No.
26,522. The Resolution supplements the
provisions of the regulations to the same section
of Decree No. 1,225/2010. Cablevisión believes
that both the provisions of Decree No.
1,225/2010 and AFSCA Resolution No.
296/2010 are regulatory abuses and violate the
right to freedom of the press, guaranteed by the
National Constitution.
In spite of Cablevisión’s efforts to organize
its programming grids in accordance with the
provisions of section 65 of Law No. 26,522,
AFSCA has initiated multiple summary
proceedings in connection with the cable
television licenses of which Cablevisión
is the lawful successor. AFSCA contends that
Cablevisión failed to comply with the regulations
set forth by AFSCA Resolution No. 296/2010.
Cablevisión submitted the responses set forth
under section 1, Exhibit II of AFSCA
Resolution No. 224/2010 in connection with
such accusations. A decision has been rendered
on some of the summary proceedings and,
as a result, a fine was imposed on Cablevisión.
Cablevisión has appealed these decisions. Some
of the appeals filed by Cablevisión have been
decided against it and have again been appealed.
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Insofar as Cablevisión is concerned, as of the
date of these financial statements, an
injunction issued in re “CABLEVISIÓN S.A.
v. NATIONAL GOVERNMENT AND
OTHERS ON COMPLAINT FOR THE
PROTECTION OF CONSTITUTIONAL
RIGHTS” by the Federal Court of Appeals
of the City of Mar del Plata, whereby that
Court revoked the decision rendered in the First
Instance, remains in full force and effect. The
decision rendered in the First Instance had
ordered the dismissal of Cablevisión’s request.
The Court of Appeals ordered AFSCA to
suspend - until a final decision was rendered on
the matter - the application of the penalties
derived from the alleged non-compliance with
section 65 of Law No. 26,522 and Decree No.
1,225/2010. It also suspended the application
of section 6 of AFSCA Resolution No. 296/2010
on the grounds that Cablevisión’s alleged serious
non-compliance was not contemplated in the
Law or in the Decree. The National Government
filed an appeal with the Supreme Court against
this decision. Such appeal is still pending
resolution.
In re “AFSCA v. CABLEVISION SA Decree
1225/10 - RES. 296/10 on/ Proceeding leading
to a declaratory judgment” currently pending
before the Federal Court of First Instance on
Administrative Matters No. 9, on May 16, 2012
the Court granted an injunction that had been
requested by AFSCA, ordering Cablevisión
and/or the pay television audiovisual services
it exploits, to conform to Section 65, paragraph
3 b) of Decree No. 1225/2010 and Sections
1, 2, 3, 4 and 5 of AFSCA Resolution No.
296/2010, until a final judgment is rendered
on the merits of the case. Cablevisión has
appealed such injunction.
On August 6, 2012, Cablevisión was served
notice of a decision rendered by the Federal
Court of First Instance on Administrative
Matters No. 9 of the City of Buenos Aires,
whereby that court imposed a fine on
Cablevisión of Ps. 20,000 per day for each day
of delay in complying with the injunction
that ordered Cablevisión to comply with Section
65 of Decree No. 1225/2010 and AFSCA
Resolution No. 296/2010. Cablevisión filed
an appeal against that decision in due time and
form. However, the Court of Appeals ignored
the strong grounds asserted by Cablevisión;
partially confirmed the decision rendered in the
first instance; and reduced the fine to Ps. 2,000
per day for each day of delay, to be calculated as
from the date the decision is deemed final. That
decision was appealed before the Supreme Court
of Argentine and is still pending resolution. On
October 21, 2013 Cablevisión was served with
new charges brought for alleged noncompliance
with AFSCA Resolution No. 0296/2010. These
charges are in clear breach of the injunction.
Accordingly, Cablevisión filed an appeal.
Between September and October 2011,
AFSCA brought 46 charges of delegation of
the exploitation of several licenses of which
Cablevisión is currently the legal successor.
The charges were brought within the framework
of COMFER file No. 2,005/08, relating to
the registration of the corporate reorganization
whereby Multicanal and Teledigital, among
other subsidiaries, merged into Cablevisión.
Cablevisión has submitted the appropriate
responses on behalf of the merged licensees
charged as indicated above. To date such
responses have not been decided upon.
Cablevisión believes it has strong grounds
to reverse the charges brought by administrative
and/or judicial means. As of the date of these
financial statements, the responses submitted are
still pending resolution.
On August 21, 2013, AFSCA issued Resolution
No. 979/AFSCA/2013 whereby it partially
regulated Section 67 of the Audiovisual
Communication Services Law, ordering the
licensees governed by such provision, including
broadcast television signals and subscription
television signals generated by service providers
themselves, to report in the form of an affidavit
the list of national feature films and telefilms
for which they have acquired broadcasting rights,
and ordering that these films be broadcast.
For that purpose, AFSCA created a form of
AFFIDAVIT that must be filed during the first
quarter of each calendar year with respect to
the preceding calendar year, so that the affidavits
may be used to keep a record, together with an
on-line record, of each company’s compliance
with that provision. The screening quota ordered
pursuant to Section 67 of the Audiovisual
Communication Services Law creates an
obligation to broadcast as television premiers
each year at least eight (8) national feature films,
with the option to include among these up
to three (3) national telefilms, in both cases
produced mainly by national independent
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producers whose broadcasting rights have been
purchased prior to shooting. Subscription
television licensees and broadcast television
service licensees that account for a coverage area
of less than twenty percent (20%) of the
country’s population may choose to comply with
the required screen quota by acquiring, prior
to shooting, the broadcasting rights over national
feature films and telefilms produced by national
independent producers, for a value equal to zero
point fifty per cent (0.50%) of their annual
gross revenues in the preceding year. The partial
regulation of Section 67 under Decree No.
1225/2010 also provided that in order to
facilitate the acquisition of broadcasting rights,
the National Institute of Film and Audiovisual
Arts -INCAA, for its Spanish acronym-
would create a registry of national feature films
and telefilms produced by national independent
producers that may be acquired. That registry
will be published on the INCAA website in real
time. AFSCA Resolution No. 979/AFSCA/2013
provides that the licensees governed by Section
67 of Law No. 26,522 may acquire broadcasting
rights from the registry created pursuant to
INCAA Resolution No. 151-INCAA/13,
which may be accessed through the website
www.incaa.gob.ar. Resolution No. 979/AFSCA/
2013 allows for the possibility to broadcast
feature films that were not acquired prior
to shooting, when such option is grounded on
the impossibility to do so due to the time it
takes to go from shooting to broadcasting.
The insufficient and recent regulation of
Section 67 of the Audiovisual Communication
Services Law allows one to assume that in
the first quarter of the coming year, licensees
will only be under the obligation to inform
the acquisition of broadcasting rights to be
screened after the issuance of Resolution No.
979/AFSCA/2013, and that licensees will
necessarily invoke the exception provided for
the broadcast of feature films that have already
been shot. Section 67 of the Audiovisual
Communication Services Law, which sets screen
quotas, may be deemed unreasonable and,
therefore, unconstitutional.
Even though Grupo Clarín’s subsidiaries have
challenged the validity or constitutionality of
some regulations imposed by the Enforcement
Authority, they have fully complied with the
required procedures only in the event that such
requirements may be considered valid, for the
purposes of safeguarding their rights.
The considerations mentioned in this note
generate uncertainties about the business
of the Company and its subsidiaries that could
significantly affect the recoverability of the
Company’s relevant assets.
The decisions made on the basis of these
financial statements should consider the eventual
impact of the above-mentioned situations.
The financial statements of the Company and
its subsidiaries should be read in the light of
this uncertain environment.
Other Matters Related to the COMFER, now
AFSCA.
Cablevisión
As from November 1, 2002 and until
December 31, 2013, the COMFER and
AFSCA initiated summary administrative
proceedings against Cablevisión and Multicanal
(merged into Cablevisión) for infringements
of regulations regarding the content of
programming. Accordingly, a provision has
been set up in this regard.
ARTEAR
As of December 31, 2013, ARTEAR recorded
a provision in the amount of approximately
Ps. 8.6 million for fines imposed by the
COMFER and AFSCA, some of which have
been appealed and are pending resolution.
Note 12
Capital Stock Structure
Upon the Company’s public offering
during 2007, the capital stock amounted to
Ps. 287,418,584, represented by:
75.980.304 Class A common, registered, non-
endorsable shares, with nominal value of Ps. 1
each and entitled to 5 votes per share.
186,281,411 Class B book-entry common
shares, with nominal value of Ps. 1 each
and entitled to 1 vote per share.
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25,156,869 Class C common, registered, non-
endorsable shares, with nominal value of Ps. 1
each and entitled to 1 vote per share.
On October 5 and 11, 2007, the CNV and
BCBA, respectively, granted authorization
for the Company’s admission to the initial public
offering of its capital stock. Said authorizations
contemplated (i) the public offering of its
Class B book-entry common shares, (ii) the
listing of its Class B book-entry common
shares, and (iii) the listing of its registered non-
endorsable Class C common shares, trading of
which was suspended due to restrictions on
transfers set forth by the Bylaws. Also in the
last quarter of 2007, the Company was granted
authorization for the listing of its GDSs
in the LSE. Each GDS represents two of the
Company’s Class B common shares.
Note 13
Long-Term Savings Plan for Employees
During the last quarter of 2007, the Company,
together with its subsidiaries, began to
implement a long-term savings plan for certain
executives (directors and managers comprising
the “executive payroll”), which became effective
in January 2008. Executives who adhere to
such plan undertake to contribute regularly a
portion of their salary (variable within a certain
range, at the employee’s option) to a fund
that will allow them to strengthen their savings
capacity. Each company of the Group where
those executives render services will match the
sum contributed by such executives. This
matching contribution will be added to the fund
raised by the employees. Under certain
conditions, the employees may access such funds
upon termination of their participation in the
long-term savings plan.
Said plan provides for certain special
conditions for those managers who were in the
“executive payroll” before January 1, 2007.
Such conditions consist of supplementary
contributions made by each company to the
plan related to the executive’s years of service
with the Group. As of December 31, 2013,
such supplementary contributions made by
the Company on a parent company only basis
amount to approximately Ps. 10 million,
and the charge to income is deferred until the
retirement of each executive.
During 2013, and in view of the current
environment, certain changes were made to the
savings system, though maintaining in its
essence the operation mechanism and the main
characteristics with regard to the obligations
undertaken by the company.
Pursuant to IAS No. 19, the above-mentioned
savings plan qualifies as a Defined Contribution
Plan, which means that the companies’
contributions shall be charged to income on
a monthly basis as from the date the plan
becomes effective.
Note 14
Financial Instruments
14.1 Financial Risks Management
Grupo Clarín is a party to transactions
involving financial instruments, which entail
exposure to market, currency and interest rate
risks. The management of these risks is based
on the particular analysis of each situation,
taking into account its own estimates and those
made by third parties of the evolution of the
respective factors.
14.1.1 Capital Risk Management
Grupo Clarín manages its capital structure
seeking to ensure its ability to continue
as an ongoing concern, while maximizing the
return to its shareholders through the
optimization of debt and equity balances.
As part of this process, Grupo Clarín monitors
its capital structure through the debt-to-equity
ratio, which is equal to the quotient of its
net debt (Debt less Cash and Cash Equivalents)
divided by shareholders’ equity.
The debt-to-equity ratio for the year ended
December 31, 2013 and 2012 is as follows:
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Loans (i)
Less: Cash and Cash Equivalents
- Cash and Banks
- Other Current Investments
Net Debt
Shareholders’ Equity
Debt-to-Equity Ratio
(i) Long-term and short-term loans, including
derivatives and financial guarantee agreements.
Since Grupo Clarín is a holding company, the
measurement of this ratio on the Company’s
parent company only balances is not relevant.
14.1.2 Categories of Financial Instruments
Financial Assets
Loans and Receivables (1) (2)
- Cash and Banks
- Current Investments
- Other Receivables
At fair value with an impact on net income
- Current Investments
Total Financial Assets
Financial Liabilities
At amortized cost
- Debt (3)
- Accounts Payable and Other Liabilities (4)
Total Financial Liabilities
December 31, 2013
December 31, 2012
691,884
62,084,479
(7,959,791)
(149,294,148)
(156,562,055)
(5,251,306)
(7,742,929)
49,090,244
4,729,908,305
4,090,030,112
(0.03)
0.01
December 31, 2013
December 31, 2012
7,959,791
6,774,979
67,291,553
142,519,169
224,545,492
5,251,306
572,684
23,664,987
7,170,245
36,659,222
December 31, 2013
December 31, 2012
691,884
37,471,192
38,163,076
62,084,479
26,498,650
88,583,129
(1) Net of the allowance for doubtful accounts of
Ps. 28.9 million and Ps. 28.0 million, respectively.
(2) Includes receivables with related parties of
Ps. 66.6 million and Ps. 23.0 million, respectively.
(3) Debts with related parties.
(4) Includes debts with related parties of Ps. 1.0
million and Ps. 1.4 million, respectively.
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14.1.3 Objectives of Financial Risk
Management
Grupo Clarín monitors and manages the
financial risks related to its operations; these
risks include market risk (including exchange
risk, interest rate risk and equity price risk),
credit risk and liquidity risk.
Grupo Clarín does not enter into financial
instruments for speculative purposes as common
practice. As of December 31, 2013 and 2012,
the Company was not a party to agreements
involving derivatives.
Assets
Current Assets
Cash and Banks
Other Investments
Total Current Assets
Total Assets
14.1.4 Exchange Risk Management
Grupo Clarín enters into foreign currency
transactions; therefore, it is exposed
to fluctuations of exchange rates.
The Company does not currently enter into
foreign exchange hedging transactions to
manage foreign currency fluctuation risk. In
case the Company enters into such transactions,
it cannot assure that those operations will
protect its financial position from the eventual
negative effect of exchange rate fluctuations.
The following table shows the monetary assets
and liabilities denominated in foreign currency
(US dollars) at the closing of the year ended
December 31, 2013 and 2012:
USD
USD
December 31, 2013
December 31, 2012
61,169
20,167,320
20,228,489
20,228,489
59,361
1,586,666
1,646,027
1,646,027
Bid/offered exchange rates as of December 31,
2013 and 2012 were of Ps. 6.48 and Ps. 4.88;
and Ps. 6.52 and Ps. 4.92; respectively.
14.1.4.1 Foreign Exchange Sensitivity Analysis
Grupo Clarín is exposed to exchange risk,
mainly with respect to the US dollar.
The Central Bank of Argentina and the
Argentine Federal Revenue Service issued
certain resolutions related to the exchange
market, establishing regulations on the
requirements for accessing such market. These
financial statements have been prepared
based on the assumption that the Company
will be able to access such market in order
to purchase the foreign currency needed to
meet its obligations.
The following table shows the Company’s
sensitivity to an increase in the exchange rate
of the US dollar. The sensitivity rate represents
Management’s assessment of the possible
reasonable changes in exchange rates. The
sensitivity analysis only includes the outstanding
monetary items denominated in foreign
currency and adjusts its translation at the end
of the year with a 20% increase in the exchange
rate, assuming that all the remaining variables
remain constant.
Effect in Ps.
Effect in Ps.
December 31, 2013
December 31, 2012
Net Income
26,216,121
1,606,522
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14.1.6. Credit Risk Management
Credit risk is defined as the risk that one of
the parties may breach its contractual
obligations, generating an eventual financial
loss for Grupo Clarín. The Company renders
services solely to companies of the same
economic group. The credit risk on liquid
funds is limited due to the fact that the
counterparties are banks with high credit
ratings issued by credit rating agencies.
The following table details the maturities
of the Company’s financial assets as from the
closing of the reporting year. The amounts
disclosed in the table are the undiscounted
contractual cash flows.
December 31, 2013
December 31, 2012
151,213,501
64,039,382
9,292,609
224,545,492
12,994,235
23,376,815
288,172
36,659,222
14.1.8. Interest Rate Risk and Liquidity
Risk Table
The following table details the maturities
of the Company’s financial liabilities as from
the closing of the reporting year. The amounts
disclosed in the table are the undiscounted
contractual cash flows.
The sensitivity analysis presented above is
hypothetical since the quantified impact is not
necessarily an indicator of the actual impact,
because exposure levels may vary over time.
Additionally, even though Grupo Clarín
conducts its operations in Argentine pesos,
an eventual devaluation of that currency may
have an indirect impact on its operations,
depending on the ability of the relevant
suppliers to reflect that effect on their prices.
14.1.5. Interest Rate Risk Management
At the closing of the year, the Company does
not have any financial liabilities with variable
interest rates. However, a substantial increase
in interest rates may limit the Company’s ability
to access financing.
Payable on Demand
Without any established term
To fall due
- Up to three months
14.1.7. Liquidity Risk Management
The Board of Directors is ultimately responsible
for liquidity management. Accordingly,
it has established an adequate framework to
manage liquidity so that Management can
meet short, medium and long-term financing
requirements, as well as the Company’s
liquidity management. The Company manages
liquidity risk maintaining an adequate level
of reserves, financial facilities and loans,
monitoring on an ongoing basis projected
cash flows against actual cash flows and
reconciling the maturity profiles of financial
assets and liabilities.
Long-Term Debt
and Other Liabilities
December 31, 2013
Accounts Payable
Total as of
Without any established term
691,884
6,215,977
6,907,861
To fall due
Up to three months
- More than three months and
up to six months
-
11,116,182
11,116,182
-
691,884
20,139,033
37,471,192
20,139,033
38,163,076
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14.1.9. Financial Instruments at Fair Value
The following table shows Grupo Clarín’s
financial assets and liabilities measured at fair
value at the closing of the reporting year:
December 31, 2013
Quoted Prices
(Level 1)
Other Significant
Observable Items
(Level 2)
Assets
Current Investments
142,519,165
12,569,479
129,949,690
December 31, 2012
Quoted Prices (Level 1)
Other Significant
Observable Items
(Level 2)
Assets
Current Investments
7,170,245
-
7,170,245
Financial assets are valued using quoted prices
for identical assets and liabilities (Level 1),
or the prices of similar instruments arising from
sources of information available in the market
(Level 2). As of December 31, 2013 and 2012,
the Company did not have any asset or
liability for which a comparison had not been
conducted against observable market data to
determine their fair value (Level 3).
14.1.10. Fair Value of Financial Instruments
The book value of cash and banks, accounts
receivable and short-term liabilities is similar to
the fair value since these are instruments with
short-term maturities.
As of December 31, 2013 and 2012, the
Company did not have long-term financial
liabilities.
14.1.11 Considerations about the Economic
Environment
The economic environment in which the
Company operates has been recently affected,
and especially after the closing date of these
financial statements, by a devaluation of the
Argentine peso with respect to the US Dollar of
approximately 20%, by the acceleration in
inflation levels and by a decrease in the Central
Bank’s international reserves.
Note 15
Covenants, Sureties and Guarantees provided
a. Note 5.12 to the consolidated financial
statements sets forth certain restrictions to which
Cablevisión (by itself and as the surviving
company and successor to Multicanal’s
operations after the merger), PRIMA and AGEA
are subject under their respective financial
obligations described in such note.
b. IESA is subject to contractual restrictions
on the transfer of its equity interest in TRISA
and Tele Net Image Corp.
c. During the year 2009, AGR purchased a
binding machine on credit. To secure the
transaction, AGR granted the supplier a pledge
over the machine. AGR granted joint and
several guarantees for the loans granted
by Banco de Inversión y Comercio Exterior and
Standard Bank Argentina S.A. to Artes Gráficas
del Litoral S.A.
d. On May 27, 2010, the subsidiary CMD
executed a mortgage agreement on a building
of its property securing the payment of
the obligations under the loan with Banco de la
Ciudad de Buenos Aires mentioned in Note
5.12.6 to the consolidated financial statements.
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e. On September 25, 2012, GCGC executed
a mortgage agreement on a building of its
property securing the payment of the obligations
under the loan with Banco de la Ciudad de
Buenos Aires mentioned in Note 5.12.3 to the
consolidated financial statements. Grupo Clarín
acts as guarantor of said financing.
f. On October 12, 2012, the Company executed
an agreement securing the payment of the
obligations under a loan taken by GCGC with
Standard Bank Argentina mentioned in Note
5.12.3 to the consolidated financial statements.
g. In December 2013, SHOSA executed an
agreement with Banco Itaú Argentina S.A.
securing the payment of financing transactions
of Grupo Clarín’s subsidiaries in the amount of
approximately USD 8.9 million with a term
deposit maturing in August 2014.
h. The Company executed agreements with
a local bank to secure the payment of certain
financing transactions of AGEA by pledging
a term deposit of Ps. 6 million, which matures
on January 20, 2014.
i. In December 2013, GCSA Investments,
Vistone and SHOSA executed agreements with
Itaú Unibanco S.A., New York branch, for
the purpose of securing a financing transaction
of a subsidiary of the Group with term deposits
held in escrow at such bank in the aggregate
amount of USD 31.6 million, which mature in
July 2014.
Note 16
Changes in the Company’s Interests
a. In April 2008, AGEA assigned to the
Company 54.5% of its rights and obligations
derived from the call option described in Note
16.b. On that date, the Company exercised
such call option, acquiring shares that accounted
for 27.3% of CIMECO’s capital stock.
arising from such options to its subsidiary AGR
and to the Company. Subsequently, in 2008,
AGEA, AGR and the Company exercised such
call option, increasing, directly and indirectly,
the Company’s equity interest in CIMECO and
Papel Prensa to 100% and 49%, respectively.
On April 10, 2008, the Company and the
parties to the above-mentioned transaction
notified CNDC of such transaction and on May
12, 2008 filed form F-1. After such notice and
as of the date of these financial statements,
the Company submitted additional information
requested by the CNDC. As of the date of
these financial statements, the above transaction
is subject to administrative approvals.
c. On January 11, 2008, IESA acquired the
controlling interest of a group of companies
mainly engaged in sports journalism,
production and commercialization of shows,
and the production of motor racing television
broadcasting. The share purchase agreement
sets forth certain objectives to be met by
such group of companies. In case of breach
of such provision, the sellers shall have to
pay an indemnification. These transactions are
subject to administrative approvals.
d. On September 2, 2008, ARTEAR increased
its equity interest in Pol-Ka and SB Producciones
S.A. to 55% of such companies’ capital stock
and votes, thus acquiring a controlling interest
in both companies, in which it previously
exercised common control. These transactions
are subject to administrative approvals.
e. On February 10, 2011, CMD sold to a third
party all of its shares of Dinero Mail, for
approximately USD 4.4 million in cash; part of
the price was withheld as guarantee.
f. On August 17, 2011, CMD executed a
stock purchase agreement, whereby it increased
by 20% its interest in Interpatagonia S.A.
(now Interwa S.A.), where it now holds 80% of
the capital stock. CMD paid approximately
Ps. 4.3 million in consideration for the shares.
b. During 2007, AGEA increased its interest in
CIMECO from 33.3% to 50.0%, and executed
call and put options on an additional interest in
CIMECO’s capital stock. During 2008, AGEA
partially assigned the rights and obligations
g. On October 3, 2011 the Company’s
subsidiary AGR acquired 65.46% of the capital
stock and votes of Cúspide Libros S.A. and
2.40% of the capital stock and votes of Librerías
Fausto S.A.C.E.I. (controlled by Cúspide
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Libros S.A.). The transaction amounted to
USD 2.8 million and Ps. 3.8 million.
i. On July 15, 2012, subject to the fulfillment
of certain conditions precedent, each of
Cablevisión’s Paraguayan subsidiaries (Cable
Visión Comunicaciones S.A., Televisión
Dirigida S.A., Consorcio Multipunto Multicanal
S.A. and Producciones Unicanal S.A.) entered
into an agreement with a Paraguayan company,
whereby they agreed to assign most of their
assets and operations. Such conditions precedent
were fulfilled on October 1, 2012 and the
agreed-upon assignment was executed for a total
consideration of USD 142.4 million. Out of
that amount, USD 6.7 million was held in
escrow. As a result of that operation, Cablevisión
obtained a net consolidated gain after taxes
of approximately Ps. 444 million, which, taking
into consideration the Company’s equity
interest in Cablevisión, accounts for a gain of
approximately Ps. 180 million after taxes.
As of the date of these parent company only
financial statements the deposits held in escrow
amount to USD 3 million.
Cablevisión S.A. had a 70% interest in such
subsidiaries and the remaining 30% was held by
minority shareholders. On October 1, 2012
the minority shareholders transferred their equity
interests to the majority group for a total
consideration of USD 31.5 million.
On October 1, 2012, Cablevisión sold its
equity interest in Teledeportes Paraguay S.A. for
approximately USD 6.8 million. Out of that
amount, USD 0.2 million was held in escrow.
As of the date of these parent company only
financial statements the deposits held in escrow
amount to USD 0.1 million.
j. On November 14, 2013 ARTEAR assigned,
sold and transferred to South Media Investments
S.A. all of its equity interest in Ideas del Sur S.A.
(“IDS”), accounting for 30% of the capital stock
and votes of that company, together with all
the political and economic rights inherent to the
shares. The sale price was set at USD 12 million,
which was collected in full at year-end. The
assignment, sale and transfer of those shares was
carried out under the then current economic,
financial, equity, tax and legal conditions of
the shares and IDS considered as a whole and in
their entirety. Accordingly, ARTEAR was
held harmless from any and all responsibility
regarding the existence of any “certain”,
“contingent” or “hidden” liabilities (current or
non-current) of IDS, whose cause or title goes
back to a date which is earlier than the date
of the closing of the transaction, regardless of
whether those liabilities were or were not
disclosed in IDS’ financial statements. Based
on the above, South Media Investments S.A.
assumed the risk of the existence and/or
emergence of liabilities in connection with IDS
whose cause or title goes back to a date prior
to the date of the closing of the transaction,
regardless of whether such liabilities already
existed or may become evident or enforceable
in the future, and firmly and irrevocably waived
its right to bring any claim to which it may be
deemed entitled against ARTEAR in this respect,
holding it harmless -also firmly and irrevocably-
from any and all liability for such cause and
in that respect.
Note 17
Law No. 26,831 Capital Markets
On December 28, 2012, Capital Markets
Law No. 26,831 (the “Capital Markets Law”),
passed on November 29, 2012 and enacted
on December 27, 2012, was published in
the Official Gazette. The Law provides for a
comprehensive amendment of the public
offering regime, previously governed by Law
No. 17,811. The Capital Markets Law
enhances, among other things, the National
Government’s oversight powers. It also changes
the authorization, control and oversight
mechanisms of all stages of the public offering
process and the role of all the entities and
individuals involved. The Law became effective
on January 28, 2013.
On July 29, 2013, the National Government
issued Decree No. 1023/2013 to regulate
partially the Capital Markets Law that had been
passed on November 29, 2012. Among other
provisions, the Decree regulates Section 20
of said Law, pursuant to which the CNV may
appoint an overseer with veto rights over
the decisions made by the boards of directors
of entities subject to the public offering regime,
or otherwise separate the boards from such
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entities for up to 180 days until all deficiencies
found by the CNV are solved. Said Decree
amends the Law it seeks to regulate and,
therefore, constitutes a regulatory abuse. Thus,
whereas the Law vests on the CNV the power
to appoint an overseer or to separate the board
of directors from the entity, the Decree
allows the CNV to exercise that power if the
shareholders and/or noteholders with a two
(2%) interest in the company’s capital stock or
outstanding debt securities claim that they have
suffered actual and certain damages or if they
believe their rights may be seriously jeopardized
in the future. The Decree also vests on the
CNV the power to appoint the administrators
or co-administrators that will hold office due
to the separation of the boards of directors.
Thus, the Decree amends the Law by granting
the CNV powers that were not provided therein.
By doing so, the Executive Branch is assuming
strictly legislative functions in breach of
constitutional provisions.
On September 5, 2013 within the framework
of the Capital Markets Law and its Decree,
the CNV issued Resolution No. 622/2013 (the
“Rules”), whereby it approved the applicable
Rules that repeal the Rules that had been
effective until that date (as restated in 2001).
The new Rules have introduced several changes
in connection with CNV’s powers over the
companies under this agency’s oversight, and also
in connection with the information that these
companies must disclose.
On August 20, 2013, at the request of Mr.
Rubén Mario Szwarc, a minority shareholder
of the Company, and by means of public
deed number two hundred forty five, the
Company was served notice of the decision
rendered by Chamber A of the National
Court of Appeals on Commercial Matters on
August 12, 2013, in re “SZWARC, Rubén
Mario v. National Government and Others on
Preliminary Injunction” File No. 011419/2013.
That Chamber decided, among other things,
(i) to declare the unconstitutionality of Sections
2, 4, 5, 9, 10, 11, 13, 15 and 16 of Law No.
26,854, and (ii) to order the provisional,
injunctive suspension of Section 20, subsection
a), second part, paragraphs I and II (or 1 and 2)
of Law No. 26,831 and of all laws, rules or
administrative acts issued or that may be issued
pursuant to such legal provisions, with respect
to Grupo Clarín S.A., until the judge that is
finally declared competent to render a decision
on the merits assumes full jurisdiction of the case
and renders a final decision relating to the
injunction.
Note 18
Subsequent Events
a. On January 14, 2014, the Company and
AGEA executed an Agreement Relating to
Irrevocable Contributions on Account of Future
Share Subscriptions whereby the Company
undertakes to make a Ps. 225 million
contribution in AGEA. Subsequently, on January
28, 2014 the Company’s Board of Directors
approved the contributions made in AGEA
under the above-mentioned agreement.
b. On January 7, 2014, the SCI issued
Resolution No. 1/14, extending the effectiveness
of Resolution No. 36/11 and Resolution No.
104/13 for three months (January, February and
March 2014).
c. In connection with Note 10.3.h, on February
11, 2014, the Supreme Court of Argentina
decided in re “Arte Radiotelevisivo Argentino
S.A. v/ national Government - Chief of the
Cabinet of Ministers and Media Secretariat o/
summary action for the protection of
constitutional rights (acción de amparo) Law
No. 16,980” to confirm the decision rendered
in that respect by Chamber IV of the National
Court of Appeals on Federal Administrative
Matters whereby it admitted the summary
action and ordered the National Government
to provide for the drafting and submission
to the first instance court, within a term of
thirty days of that decision becoming final,
of a scheme for the allocation of official
advertising that included the broadcasters with
characteristics analogous to those of ARTEAR,
among which the Court of Appeals included
América TV S.A. (Canal 2), Telearte S.A.
(Canal 9), Televisión Federal S.A. (Canal 11),
ARTEAR (Canal 13) and SNMP S.A. and RTA
S.E. (Canal 7), and that conformed faithfully
to the guidelines of proportionality and equity
set forth in the ruling.
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representatives of the Company to vote in favor
of the proposal at the subsidiaries’ Shareholders’
Meetings.
e. On February 25, 2014, ARTEAR’s Board
of Directors approved the partial reversal of
the optional reserve for up to Ps. 176 million for
the subsequent payment of dividends to its
shareholders. Subsequently, ARTEAR’s Board of
Directors approved on February 28, 2014 the
payment of dividends approved for such
amount, out of which approximately Ps. 171
million belong to the Company.
f. With reference to Note 10.1.f, on February
25, 2014, the Supreme Court of Argentina
revoked all the decisions rendered by
Judge Walter Bento of Federal Court No. 2 of
Mendoza relating to the claim brought by
Supercanal S.A. against Cablevisión for anti-
competitive practices and in respect of which
the judge had ordered, among other things,
the appointment of a court-appointed supervisor
(interventor) and co-administrator in that
company and the separation of that company’s
assets. It should be noted that Cablevisión has
still not been served with that decision.
Note 19
Approval of Parent Company Only Financial
Statements
The Board of Directors has approved the
parent company only financial statements and
authorized their issue for March 10, 2014.
d. On February 18, 2014, the Company was
served with AFSCA Resolution No.
193/AFSCA/2014 whereby AFSCA’s Board
of Directors declared that the proposal
submitted by Grupo Clarín S.A., Arte
Radiotelevisivo Argentino S.A., Radio Mitre S.A.
and Cablevisión S.A. was formally admissible.
Pursuant to the same Resolution, AFSCA
provided that the term of one hundred eighty
(180) calendar days set forth under section 8
of the Rules for the Management and Procedures
Relating to Voluntary Proposals established
by Resolution No. 2,205/AFSCA/12 would
be counted as from the moment the parties were
served notice of this Resolution. On that
same date, the Company’s Board of Directors
took notice of AFSCA Resolution No.
193/AFSCA/2014.
In the recitals of AFSCA Resolution No.
193/AFSCA/2014, which declared the proposal
submitted formally admissible, AFSCA stated
that the withdrawal of claims made under File
No. 21,788/08, as well as those made under the
proposal submitted by Cablevisión, were now
embedded in the process provided under Section
161 of Law No. 26,522. Accordingly, they are
deemed to be approved within the framework of
the proposal that was declared formally
admissible.
On February 18, 2014 the Company’s Board
of Directors called a Special Shareholders’
Meeting to be held on March 20, 2014 in order
to consider the following points of the agenda:
1) Appointment of two (2) shareholders to draft
and sign the meeting minutes; 2) Consider
AFSCA Resolution No. 193/AFSCA/2014; 3)
Instruction to the Board of Directors to begin
with the implementation of the Proposal,
including the proposal of those transactions and
corporate reorganizations required to such end;
4) Approval of the work done by the Adjustment
Task Force. Granting of attorney powers to
act before Courts of Justice and the relevant
oversight agencies; 5) Appointment of
Signed for identification purposes
with the report dated March 10, 2014
See our report dated March 10, 2014
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17
Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee
Dr. Carlos A. Pace (Partner)
Certified Public Accountant (U.B.A.)
C.P.C.E.C.A.B.A. VOL. 150 - FOL. 106
Jorge Carlos Rendo
Director and Acting Chairman
236
237
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Additional Information
to the Notes to the
Financial Statements -
Section No. 68 of
the Regulations issued
by the Buenos Aires
Stock Exchange and
Section No. 12 Title IV
Chapter III of General
Resolution No. 622/13
of the Argentine
Securities Commission
Balance Sheet as of
December 31, 2013
1. There are no specific material regulatory
regimes currently applicable to the Company
that may entail the contingent loss or
acquisition of legal benefits.
4. The classification of receivables and liabilities
according to their related financial effects is
detailed in Note 9 to the parent company only
financial statements.
2. As mentioned in Note 16.a) to the parent
company only financial statements, during 2008
the Company carried out transactions that
resulted in the acquisition of an equity interest
in CIMECO. See also the issues mentioned in
Notes 11 and 18.d.
3. The classification of receivables and liabilities
by maturity is detailed in Note 9 to the parent
company only financial statements.
5. Equity interest under Section 33 of Law
No. 19,550 is detailed in Note 4.3 of the parent
company only financial statements. Accounts
receivable from and payable to related
parties are disclosed under Note 8 to the parent
company only financial statements. The
following table summarizes the breakdown of
such accounts payable and receivable as per
the above points 3) and 4).
Receivables
Liabilities
(1) 63,608,472
1,729,281
(2) 3,010,934
-
66,619,406
(1) 1,729,281
Without any established term
To fall due
- From three to six months
Total
(1) Balances are denominated in local currency and do not accrue any interest.
(2) The balances are denominated in local currency
and accrue interest at a fixed rate.
6. There are no trade receivables or loans to
directors, members of the Supervisory
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:34 AM Page 239
Committee and their relatives up to, and
including, the second degree of kinship
and no such trade receivables or loans existed
during the fiscal year.
7. The Company does not have any inventories.
8. The Company has used current values for
the valuation of assets and liabilities acquired
from Cablevisión, taking into account, mainly,
the following criteria:
- Subscriber portfolio: valued based on,
among other things, an analysis of the acquired
subscriber portfolio’s cash flow generation,
considering the subscriber turnover of such
portfolio, discounted at a market rate.
- Financial debt: since the acquired companies
were not listed at the time of the acquisition,
the financial debt was valued based on cash flow
discounted at a market rate.
- Fixed assets: valued based on internal
estimates made by the subsidiaries according to
available information (kilometers and technical
characteristics of the network, replacement
value per kilometer and type of network based
on business knowledge and purchase price of
the resources needed, state of the network at the
time of acquisition, real estate appraisals of the
most significant real property, among others).
Similarly, the Company has recorded the net
acquired assets of CIMECO at fair value.
9. The Company does not have any property,
plant and equipment subject to appraisal
write-up.
10. The Company does not have any obsolete
property, plant and equipment.
11. The Company is not subject to the
restrictions under section 31 of Law No.
19,550, since its main corporate purposes
are investment and finance.
12. The Company assesses the recoverable
value of its long-term investments each time it
prepares its financial statements. In the case
of investments for which the Company does not
book goodwill with an indefinite useful life,
it assesses their recoverable value when there
is any indication of impairment. In the case of
investments for which the Company books
goodwill with an indefinite useful life, it assesses
their recoverable value by comparing the book
value with cash flows discounted at the
corresponding discount rate, considering the
weighted average capital cost, and taking
into consideration the projected performance
of the main operating variables of the
respective companies.
13. As of December 31, 2013, the Company
does not have any relevant tangible property,
plant and equipment requiring efficient
insurance coverage.
14. Booked provisions for contingencies do
not exceed, either individually or as a
whole, two percent (2%) of the Company’s
shareholders’ equity.
15. As of the date of these financial statements,
the Company does not have any contingent
situations, the financial effects of which, if any,
have not been booked (see Note 11 and 18.d. to
the parent company only financial statements).
16. The Company does not have any irrevocable
contributions on account of future share
subscriptions.
17. The Company does not have any unpaid
cumulative dividends on preferred shares
18. In Notes 7.a. and 10.2.a to the parent
company only financial statements reference is
made to the treatment given to retained
earnings.
Signed for identification purposes
with the report dated March 10, 2014
See our report dated March 10, 2014
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17
Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee
Dr. Carlos A. Pace (Partner)
Certified Public Accountant (U.B.A.)
C.P.C.E.C.A.B.A. VOL. 150 - FOL. 106
Jorge Carlos Rendo
Director and Acting Chairman
238
239
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Report
of Independent
Accountants
Free translation from
the original
prepared in Spanish
To the Shareholders, President
and Directors of Grupo Clarín S.A.
Legal domicile: Piedras 1743
Autonomous City of Buenos Aires
CUIT No 30-70700173-5
1. We have audited the attached parent company
only financial statements of Grupo Clarín S.A.
which comprise the parent company only balance
sheet at December 31, 2013, the parent company
only statements of comprehensive income, the
parent company only statements of changes in equity
and of cash flows for the year then ended and a
summary of significant accounting policies and other
explanatory information. The balances and other
information for the fiscal year 2012 are an integral
part of the above-mentioned audited financial
statements, so they are to be considered in the light
of those financial statements.
2. The Board of Directors is responsible for the
reasonable preparation and presentation of these
parent company only financial statements in
accordance with Professional Accounting Standards
of Technical Resolution No. 26 of the Argentine
Federation of Professional Councils in Economic
Sciences (FACPCE, for its Spanish acronym)
incorporated by the Argentine Securities Commission
(CNV, for its Spanish acronym) to its regulations.
These rules differ from International Financial
Reporting Standards (IFRS) adopted by the
International Accounting Standards Board (IASB)
and used in the preparation of consolidated financial
statements of Grupo Clarín S.A. with its controlled
subsidiaries, in the aspects mentioned in Note 2.1
to the attached parent company only financial
statements. Further, the Board of Directors is
responsible for the internal control it may deem
necessary to enable preparing parent company only
financial statements free of material misstatements
caused by errors or irregularities. Our responsibility
is to express an opinion on the parent company
only financial statements based on the audit we
performed with the scope detailed in paragraph 3.
3. We conducted our audit in accordance with
auditing standards in effect in Argentina. Those
standards require that we plan and perform the audit
to obtain reasonable assurance about whether the
parent company only financial statements are free of
material misstatements and to form an opinion on
the reasonableness of the relevant information
contained in the parent company only financial
statements. An audit includes examining, on a
selective test basis, evidence supporting the amounts
and disclosures in the parent company only financial
statements. An audit also includes assessing the
accounting standards used and significant estimates
made by the Company, as well as evaluating the
overall presentation of the parent company
only financial statements. We believe that our audit
provides a reasonable basis for our opinion.
4. On October 10, 2009, Audiovisual
Communication Services Law No. 26522 (the
“Law”) was enacted which repeals Broadcasting
Law No. 22285 which regulates the principal
activities of the Company and some subsidiaries.
As mentioned in Notes 11 and 18.d. to the parent
company only financial statements, in light of
the decision rendered on October 29, 2013 by the
Supreme Court of Argentina (CSJN, for its Spanish
acronym), on November 4, 2013, the Company
and certain subsidiaries filed a voluntary conforming
proposal with the Audiovisual Communication
Services Law Federal Enforcement Authority
(AFSCA, for its Spanish acronym) and the CSJN
under the terms of section 161 of the mentioned
law, which has been declared formally admissible
by AFSCA on February 18, 2014 and requires,
prior to its implementation, intervention of
other governmental and oversight agencies and
the approvals of AFSCA, and the respective
Shareholders’ Meetings.
Accordingly, there is uncertainty as to the effects
that the divestiture process to be finally implemented
could have on the activities of the economic
group and the recoverability of the assets involved
and, consequently, on these parent company only
financial statements taken as a whole.
5. As mentioned in Notes 10.1.b., 10.1.c., 10.1.d.,
10.1.e. and 18.d. to the parent company only
financial statements, since September 2009, the
Federal Broadcasting Committee, the National
Antitrust Commission, the Secretariat of Domestic
Trade (“SCI”, for its Spanish acronym), Argentine
Secretariat of Communications and the Ministry
of Economy and Public Finance have issued
several resolutions on matters related to: (i) several
aspects related to the acquisition of Cablevisión S.A.,
Multicanal S.A. and other companies, and their
subsequent merger, and (ii) the revocation
of the license that had been originally granted to
FIBERTEL S.A. As indicated in the above-mentioned
Notes, the subsidiary Cablevisión has brought legal
actions as it considered appropriate.
Accordingly, there is uncertainty regarding the
effect that the final outcome of these situations could
have on the activities of Cablevisión S.A. and,
therefore, on the recoverability of the investment that
owns Grupo Clarín S.A. over that company through
its subsidiaries Southtel Holdings S.A., Vistone S.A.,
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:34 AM Page 241
VLG Argentina L.L.C., CV B Holding S.A. and
Compañía Latinoamericana de Cable S.A.
6. As mentioned in Note 10.1.a. to the parent
company only financial statements, on March 3,
2010 the Secretariat of Domestic Trade (“SCI”)
issued Resolution 50/10 establishing the formula for
calculation of the monthly subscription price to be
paid by the users of pay-television services. As
indicated in Notes 10.1.a. and 18.b., on March 10,
2011 SCI Resolution No. 36/11 was published
in the Official Gazette establishing the parameters
to be applied to the services rendered by Cablevisión,
having been extended on several occasions the
effectiveness of Resolution No. 36/11 until March
2014. As indicated in those Notes, Cablevisión filed
the corresponding administrative claims and will
bring the necessary legal actions requesting a stay of
its effects and ultimately its nullity.
Accordingly, there is uncertainty regarding the effect
that the final outcome of the situation could have
on the subsidiary Cablevisión and its subsidiaries’
business and, therefore, on the recoverability of the
investment that owns Grupo Clarín S.A. over that
companies through its subsidiaries Southtel Holdings
S.A., Vistone S.A., VLG Argentina L.L.C., CV B
Holding S.A. and Compañía Latinoamericana de
Cable S.A.
7. In our opinion, subject to the possible effect on
the parent company only financial statements of
any potential adjustments and/or reclassifications,
if applicable, that may be required as a result
of the resolution of the uncertainties described
in paragraphs 4, 5, and 6, the parent company
only financial statements mentioned in paragraph 1
present fairly, in all material respects, the parent
company only financial position of Grupo Clarín
S.A. as of December 31, 2013 and the parent
company only comprehensive income and parent
company only cash flows for the fiscal year then
ended, in accordance with the rules of Technical
Resolution No. 26 of the Argentine Federation of
Professional Councils in Economic Sciences for
the parent company only financial statements of a
controlling entity.
8. In accordance with current regulations in respect
to Grupo Clarín S.A., we report that:
a) The parent company only financial statements
of Grupo Clarín S.A. have been transcribed to the
“Inventory and Balance Sheet” book and comply
with the Corporations Law and pertinent resolutions
of the Argentine Securities Commission, as regards
those matters within our competence;
b) The parent company only financial statements
of Grupo Clarín S.A. arise from accounting records
kept in all formal respects in conformity with legal
provisions which maintain the security and integrity
conditions based on which they were authorized
by the Argentine Securities Commission;
c) We have read the additional information to the
Notes to the parent company only financial
statements required by section 68 of the listing
regulations of the Buenos Aires Stock Exchange and
Article 12°, Chapter III, Title IV of the regulations
of the Argentine Securities Commission, on which,
as regards those matters that are within our
competence, we have no observations to make other
than those already stated in paragraphs 4., 5. and 6.;
d) At December 31, 2013 the debt accrued in favor
of the (Argentine) Integrated Social Security System
according to the Company’s accounting records
and calculations amounted to $1.648.542, none of
which was claimable at that date;
e) In accordance with the requirements of Article
21°, Subsection e), Chapter III, Section VI, Title II
of the regulations of the Argentine Securities
Commission, we report that the total fees for audit
services and related billed the Company in the year
ended December 31, 2013 represent:
e.1) 98% on the total fees for services invoiced to
the Company for all concepts in that year;
e.2) 17% on the total fees for audit and related
services invoiced to the Company, its parent
companies, subsidiaries and affiliates in that year;
e.3) 17% on the total fees for services invoiced to
the Company, its parent companies, subsidiaries and
affiliates for all concepts in that year.
f) We have applied the procedures on prevention
of asset laundering and terrorism funding set forth
in the relevant professional rules issued by the
Professional Council for Economic Sciences of the
Autonomous City of Buenos Aires.
Autonomous City of Buenos Aires,
March 10, 2014
Price Waterhouse & Co. S.R.L.
by Carlos A. Pace (Partner)
240
241
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:34 AM Page 242
Supervisory
Committee’s
Report
English translation
of the Report originally
issued in Spanish
To the Shareholders of:
Grupo Clarín S.A.
TAX ID No. 30-70700173-5
Registered office: Piedras 1743
City of Buenos Aires
In our capacity as members of Grupo Clarín
S.A.’s Supervisory Committee and pursuant to
subsection 5, section 294, of the Argentine
Business Associations Law No. 19,550, the
regulations of the Argentine Securities
Commission (CNV, for its Spanish acronym)
and the Regulations issued by the Buenos Aires
Stock Exchange, we have performed a review
of the documents mentioned in Section I below,
within the scope set forth in Section II below.
The preparation and issuance of the documents
referred to above are the responsibility of the
Company’s Board of Directors, in exercise of its
exclusive duties. Our responsibility is to issue
a report on such documents, based on the work
performed within the scope set forth in Section II.
I. DOCUMENTS SUBJECT TO REVIEW
a) Parent Company Only Balance Sheet as
of December 31, 2013 disclosed in the Parent
Company Only Financial Statements as of
December 31, 2013.
b) Parent Company Only Statement of
Comprehensive Income disclosed in the Parent
Company Only Financial Statements as of
December 31, 2013.
c) Parent Company Only Statement of Changes
in Equity disclosed in the Parent Company Only
Financial Statements as of December 31, 2013.
d) Parent Company Only Statement of Cash
Flows disclosed in the Parent Company Only
Financial Statements as of December 31, 2013.
e) Notes 1 to 19 disclosed in the Parent
Company Only Financial Statements as of
December 31, 2013.
f) The Consolidated Financial Statements of
Grupo Clarín S.A. and its subsidiaries comprising
the Consolidated Balance Sheet as of December
31, 2013, the Consolidated Statement of
Comprehensive Income, the Consolidated
Statement of Changes in Equity and the
Consolidated Statement of Cash Flows for the year
then ended, together with the corresponding notes
1 through 26.
II. SCOPE OF THE REVIEW
We conducted our review in accordance with
effective statutory auditing standards established
by the Argentine Business Associations Law (Law
No. 19,550), as amended, and by Technical
Resolution No. 15 issued by the Federación
Argentina de Consejos Profesionales de Ciencias
Económicas (Argentine Federation of Professional
Councils of Economic Sciences, FACPCE, for
its Spanish acronym). Said standards require that
the review of the documents set forth in I. be
conducted in accordance with effective auditing
standards for the review of financial statements;
that the documents be checked for consistency
with the information on corporate decisions stated
in minutes and that such decisions conform to
the law and the by-laws, in all formal and
documentary aspects.
In order to conduct our professional work on the
documents detailed in Section I., we have reviewed
the work performed by the external auditor
Carlos A. Pace, a partner of Price Waterhouse &
Co. S.R.L., who issued his reports on March 10,
2014, pursuant to the effective auditing standards
for the audit of financial statements.
An audit requires that the auditors plan and
perform their work for the purposes of obtaining
reasonable assurance about whether the financial
statements are free from material misstatement or
significant errors. An audit comprises examining,
on a test basis, evidence supporting the amounts
and disclosures in the financial statements, as
well as assessing the accounting principles used
and significant estimates made by the Company’s
Management, as well as evaluating the overall
presentation of the financial statements. Since the
Supervisory Committee is not responsible for
management control; the review did not extend
to the business criteria and decisions from the
Company’s different areas as these matters are the
exclusive responsibility of the Board of Directors.
The Company’s Board of Directors is responsible
for the preparation and fair presentation of:
(i) the Parent Company Only Financial
Statements in accordance with the professional
accounting standards established by Technical
Resolution No. 26 issued by the FACPCE
incorporated by the CNV to its regulations. Such
standards differ from the International Financial
Reporting Standards (IFRS) approved by the
International Accounting Standards Board (IASB)
and used in the preparation of the consolidated
financial statements of Grupo Clarín S.A. and
its subsidiaries in the aspects mentioned in Note
2.1 to the Parent Company Only Financial
Statements. Additionally, the Board of Directors
is responsible for an adequate internal control as
deemed necessary so that the parent company
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:34 AM Page 243
only financial statements are free from material
misstatements arising from errors or irregularities;
(ii) the consolidated financial statements in
accordance with IFRS adopted as professional
accounting standards in Argentina by the
FACPCE and incorporated by the CNV to its
regulations, as approved by the IASB. The Board
of Directors is also responsible for an adequate
internal control as deemed necessary so that the
consolidated financial statements are free from
material misstatements arising from errors
or irregularities.
Our responsibility is to express our opinion
on the consolidated and parent company only
financial statements, based on the scope
mentioned in this section.
III. PRIOR COMMENTS
1. On October 10, 2009, Audiovisual
Communication Services Law No. 26,522
(the “Law”) was enacted which repeals
Broadcasting Law No. 22,285. The latter regulates
the main activities carried out by the Company
and some of its subsidiaries.
As mentioned in Notes 11, and 18.d. to the
parent company only financial statements and
in notes 9 and 25.d to the consolidated financial
statements, in the light of the decision rendered
on October 29, 2013 by the Supreme Court
of Argentina on November 4, 2013 the Company,
together with certain subsidiaries, filed a voluntary
conforming proposal with the Audiovisual
Communications Services Law Federal
Enforcement Authority (“AFSCA”, for its Spanish
acronym) and the Supreme Court of Argentina
under the terms of section 161 of the above-
mentioned law, which has been declared formally
admissible by AFSCA on February 18, 2014
and requires the approval of other governmental,
oversight agencies and AFSCA and the respective
Shareholders’ Meetings before the implementation.
As a result, there is uncertainty as to the effect that
the divestiture process to be finally implemented
could have on the activities of the economic group
and the recoverability of the assets involved and,
consequently, on these parent company only and
consolidated financial statements taken as a whole.
2. As mentioned in Notes 10.1.b., 10.1.c., 10.1.d.,
10.1.e. and 18.d. to the parent company only
financial statements and in Notes 8.1.b., 8.1.c.,
8.1.d., 8.1.e. and 25.d. to the consolidated
financial statements, since September 2009, the
Federal Broadcasting Committee, the National
Antitrust Commission, the Secretariat of Domestic
Trade (“SCI”, for its Spanish acronym), the
Argentine Secretariat of Communications and
the Ministry of Economy and Public Finance have
issued several resolutions on matters related to:
(i) several aspects related to the acquisition
of Cablevisión S.A., Multicanal S.A. and other
companies, and their subsequent merger, and
(ii) the revocation of the License that had
been originally granted to FIBERTEL S.A. As
mentioned in the above-mentioned notes, the
subsidiary Cablevisión has brought legal actions
as it considered appropriate.
Accordingly, there is uncertainty as to the effect
that the final outcome of these situations could
have on the activities of: (i) Cablevisión and,
therefore, on the recoverability of Grupo Clarín
S.A.’s investment in such company through its
subsidiaries Southtel Holdings S.A., Vistone S.A.,
VLG Argentina L.L.C., CV B Holding S.A. and
Compañía Latinoamericana de Cable S.A. in the
parent company only financial statements and (ii)
the subsidiary Cablevisión and, therefore, on the
consolidated financial statements taken as a whole.
3. As mentioned in Note 10.1.a. to the parent
company only financial statements and in Note
8.1.a. to the consolidated financial statements,
on March 3, 2010 the SCI issued Resolution No.
50/10 establishing a formula for the calculation
of the monthly subscription price to be paid by
the users of pay-television services. Subsequently,
as mentioned in notes 10.1.a. and 18.b. to the
parent company only financial statements and
notes 8.1.a. and 25.b. to the consolidated financial
statements, on March 10, 2011, SCI Resolution
No. 36/11 was published in the Official Gazette
establishing the parameters to be applied to the
services rendered by Cablevisión, having been
extended on several occasions the effectiveness of
Resolution No. 36/11 until March 2014 inclusive.
As indicated in those notes, the subsidiary
Cablevisión has filed the pertinent administrative
claims and will bring legal actions requesting a stay
of its effects and ultimately its nullity.
Accordingly, there is uncertainty as to the effect
that the final outcome of this situation could have
on the activities of: (i) Cablevisión and its
subsidiaries and, therefore, on the recoverability of
Grupo Clarín S.A.’s investment in such companies
through its subsidiaries Southtel Holdings S.A.,
Vistone S.A., VLG Argentina L.L.C., CV B
Holding S.A. and Compañía Latinoamericana de
242
243
GC balance INGLES 2013 23_06_Layout 1 6/24/14 9:34 AM Page 244
Cable S.A. in the parent company only financial
statements and (ii) the subsidiary Cablevisión and
its subsidiaries and, therefore, on the recoverability
of their assets in the consolidated financial
statements.
IV. SUPERVISORY COMMITTEE’S OPINION
In our opinion, based on our work, within the
review scope described in Section II. of this report:
(i) subject to the effect on the parent company
only financial statements of eventual adjustments
and/or reclassifications, if any, that may
be required as a result of the resolution of the
uncertainties described in paragraphs 1., 2. and 3.
of Section III., the parent company only financial
statements mentioned in Section I., present
fairly, in all material respects, the parent company
only financial position of Grupo Clarín S.A. as
of December 31, 2013, and the results disclosed
in the Parent Company Only Statements of
Comprehensive Income and Cash Flows for the
year then ended in accordance with the rules
of Technical Resolution No. 26 of the FACPCE
for parent company only financial statements
of a controlling entity;
(ii) subject to the effect on the consolidated
financial statements of eventual adjustments
and/or reclassifications, if any, that may
be required as a result of the resolution of the
uncertainties described in paragraphs 1., 2. and 3.
of Section III., present fairly, in all material
respects, the consolidated financial position of
Grupo Clarín S.A. and its subsidiaries as of
December 31, 2013, and the results disclosed in
the Consolidated Statements of Comprehensive
Income and Cash Flows for the year then ended
in accordance with the International Financial
Reporting Standards;
V. IN COMPLIANCE WITH EFFECTIVE
REGULATIONS, WE HEREBY REPORT
THAT:
a) The financial statements mentioned in Section
I., which comply with the pertinent provisions
of the Argentine Business Associations Law (Law
No. 19,550) and the regulations concerning
accounting documentation issued by the CNV,
have been recorded in the “Inventory and Balance
Sheet” legal book and arise from the Company’s
accounting records kept, in all formal aspects, in
accordance with effective legislation.
b) We have reviewed the Inventory and the Board
of Directors’ Annual Report for the year ended
December 31, 2013. In this regard, within the
scope of our competence, we have no observations
to make. The representations about future events
included in the Annual Report are the Board of
Directors’ exclusive responsibility.
c) Furthermore, we report that in exercise of
the legality control within our field of competence,
during the year ended December 31, 2013 we
have applied the procedures set forth in Section
294 of Argentine Business Associations Law
No. 19,550, as deemed necessary based on the
circumstances and we have no observations
to make in that regard.
d) We have reviewed the information included in
the Exhibit to the Annual Report about the
degree of compliance with the Code of Corporate
Governance required by CNV Regulations and
we have no observations to make in that regard.
e) As required by CNV regulations, regarding
the independence of the external auditors and
the quality of the audit policies applied by
them and the accounting polices applied by the
Company, the above-mentioned external auditor’s
report includes the representation concerning
the application of the auditing standards
effective in Argentina which provide for
independence requirements, and was issued
without qualifications as to the application of
such regulations or discrepancies as to the
professional accounting standards.
f) We have applied the asset laundering and
terrorist financing crimes prevention procedures
provided under the professional standards issued
by Consejo Profesional de Ciencias Económicas
de la Ciudad Autónoma de Buenos Aires
(Professional Council in Economic Sciences of
the City of Buenos Aires).
City of Buenos Aires,
March 10, 2014
Supervisory Committee
Carlos Alberto Pedro Di Candia
Chairman
Grupo Clarín S.A.
Piedras 1743
C1140ABK Ciudad de Buenos Aires
Argentina
www.grupoclarin.com
Investor Relations
Grupo Clarín
Alfredo Marín / Agustín Medina Manson
+ 54 11 4309 7215
investors@grupoclarin.com
www.grupoclarin.com/ir
Design and production
Chiappini + Becker
Visual Communication
Telephone: (54 11) 4314 7774
www.ch-b.com
www.grupoclarin.com