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FY10 US GAAP Results

3 May 2011 17:30

RNS Number : 8578F
Grupo Clarin S.A.
03 May 2011
 



 

 

GRUPO CLARÍN S.A.

2010 ANNUAL REPORT

 

 

To the Shareholders of

Grupo Clarín S.A.

 

We hereby submit for your consideration the Annual Report and Exhibit, the Balance Sheet, the Statement of Income, the Statement of Changes in Shareholders' Equity and the Statement of Cash Flows, Notes and Exhibits of Grupo Clarín S.A. (hereinafter, "the Company" or "Grupo Clarín") for fiscal year No. 12 ended December 31, 2010 and the Consolidated Financial Statements as of December 31, 2010.

 

The main subsidiaries in which Grupo Clarín S.A. has a direct or indirect controlling interest are: Arte Gráfico Editorial Argentino S.A. (AGEA), Artes Gráficas Rioplatense S.A. (AGR), Compañía Inversora en Medios de Comunicación S.A. (CIMECO), Cablevisión S.A. (Cablevisión), Primera Red Interactiva de Medios Argentinos S.A. (PRIMA), Contenidos de Medios Digitales S.A. (CMD), Arte Radiotelevisivo Argentino S.A. (ARTEAR), GC Gestión Compartida S.A., Inversora de Eventos S.A. (IESA) and Radio Mitre S.A., among others.

 

2010 Macroeconomic Environment

 

Like most other emerging countries, the Argentine economy went through a recovery period in 2010. Such performance was driven by the conditions prevailing in the external arena, along with the expansionist bias of the economic policy and the favorable weather conditions for the agricultural sector on the domestic front.

 

However, unlike other emerging countries, the strong expansion of the local productive activity was paired with an inflationary upsurge that prevented the country from fully capitalizing on the proceeds from such growth and from improving their distribution.

 

In 2010, the Argentine economy experienced growth with inflation and currency appreciation. This fact, coupled with the currency board strategy implemented in order to moderate the inflationary impact of the strong drive generated by public policies, resulted in an unprecedented slowdown of all three pillars that supported the recovery process after the 2001-2002 crisis.

 

In addition to these two conditioning factors, the Argentine economy is operating under certain disturbing factors, such as, increased primarization, strong distortion in relative prices and a shortage of reproductive investments (noticeable mainly in the capital depletion of key strategic sectors).

 

Therefore, in spite of its growth cycle (of approximately 70% since 2002), Argentina has yet to show any predictability in its medium-term performance or clear progress in its development. Poverty, which has remained almost unchanged since early 2007 and which, according to private estimates, still affects 9 million Argentine people, clearly reflects the latter.

 

According to private sources, Argentina's real GDP is estimated to have increased by approximately 8% (recovering by far the three percentage points lost in 2009). Inflation is estimated to have risen to 25% - a record high in the last eight years - and approximately ten points above 2009. Consequently, in 2010 the Argentine economy generated more than 3.5 percentage points per point of growth (this ratio is substantially higher than that of its neighboring countries).

 

The three pillars that supported the economic recovery after the 2001-2002 crisis deteriorated in the year under analysis. The nominal exchange rate, which operates as an inflation buffer together with the virtually frozen utility tariff rates, did depreciate with respect to the US dollar throughout the year, but at a substantially lower rate than the price increases (less than 5% vs. 25%).

 

In addition to generating an accelerated loss of competitiveness, this rapid adjustment of the real exchange rate, paired with the economic activity, exacerbated the increase in the value of imports. In 2010, imports increased by 46%, doubling the increase in exports. These dynamics deteriorated the balance of trade surplus, which showed a significant decrease of almost 30% (from USD16.9 billion to USD12 billion in absolute values). The year-on-year decrease in capital flight from the private sector (30% compared to 2009, but still above USD10 billion/year) partially offset the genuine generation of foreign currency.

 

Thus, deterioration on the fiscal front was more significant than on the external front. Without counting revenue distributions received from the BCRA and revenues of the ANSES derived from the ownership government-issued securities, in 2010 the national public sector recorded a primary deficit, that is, a deficit before payment of interest on its indebtedness. Notably, this result occurred in spite of the application of tax pressure that, in consolidated terms (national, provincial and municipal level), already represents an historical record high (~32% of GDP)..

 

Perspectives for the Upcoming Year

 

The world currently offers Argentina, as a net exporter of food products, with an undisputable opportunity. The current terms for exchange are the best in the last fifty years and are expected to continue to be favorable in the coming years.

 

Leveraged by this extraordinary external scenario, in 2011 the Argentine economy could again grow well above its historical average, albeit at a lower rate than in 2010. In contrast with the lower expected rate of GDP growth, inflation is expected to exceed the rate registered in 2010.

 

The agricultural sector and the car industry are bound to continue to be the main pillars of growth. In fact, even though the crop harvest volume in general and the soybean harvest volume in particular are expected to be lower than in 2010 due to the effect of La Niña, the high prices of agricultural commodities would more than offset such fall, contributing to renewed growth in the value of exports in the coming year. This would certainly lead to an increased current account surplus and to higher fiscal revenues from export duties. The automobile industry is also expected to grow, driven by the strong demand from Brazil.

 

The upcoming presidential elections suggest that the current economic policy stimulus could be maintained or even intensify. Naturally, this strategy stresses inflationary pressures on an economy that already shows inertial price acceleration and lacks fiscal surplus to minimize the likelihood of spiralization. Thus, the projected inflation rate for the year (market consensus expects a floor of 27%), in addition to operating as a limiting factor to the sustainability of GDP growth, could continue to add tension to the struggle over distribution of income.

 

Finally, it is worth noting that the accelerated loss of competitiveness with respect to the rest of the world experienced in 2010 seems, far from slowing down, appears to be bound to increase this year, as a consequence of the projected soft slide in the exchange rate.

 

In summary, even though the local economic activity is ready to continue its expansive cycle, prevailing uncertainties condition the economy's growth potential because they represent a burden that inhibits the perspectives for the recovery of reproductive investments and employment. As a consequence of its adverse effects, high inflation would continue to hinder significant improvements in social indicators and in the distribution of income among the Argentine people.

 

THE YEAR 2010 AND THE MEDIA SECTOR IN ARGENTINA

 

Undoubtedly, the global media industry was one of the most affected industries by the severe financial crisis of 2009. However, it showed certain signs of recovery in 2010. Naturally, such recovery was far from homogeneous among countries, companies and segments.

 

However, the recovery experienced by virtually all developed countries throughout 2010 had a tranquilizing effect on this industry, which already faces several challenges arising from the ongoing emergence of new technologies and the changes in the new generations' media consumption patterns.

 

2010 was a year of recovery and genuine growth for the economy and the local media industry. In fact, economic activity and consumption are estimated to have increased between 8% and 9%, largely offsetting the setback suffered in 2009. However, this strong expansion of local productive activity was accompanied by an inflationary upsurge that prevented the country from fully capitalizing on the fruits of growth and improving their distribution.

 

Even so, the re-emergence of aggregate demand along with certain specific events, such as the Argentine Bicentennial celebrations and the Soccer World Cup held in South Africa, paved the way for a macroeconomic environment favorable to the industry. A good example of this is the good performance of the industry's main sources of financing.

 

In fact, advertising investment, which was by far the most affected by the 2009 slowdown due to its high sensitivity to the economic cycle, increased by more than 20% compared to 2009 (though slightly below the 25% annual inflation rate estimated by the private sector). Such performance was influenced by the government's advertising spending, oriented to finance a matrix with a greater share of publicly-owned media.

 

Unlike most countries in the region, newspapers continued to attract the largest share of advertising in the local market, followed by broadcast TV.

 

The paid television and Internet segments, whose growth curves - though flattened - had not shown much correlation with the economic cycle in 2009, expanded again in 2010 in accordance with their potential, even though Argentina's penetration rates are among the highest in the region.

Thus, during 2010 the paid television subscriber base grew at a rate of almost 5%, reaching approximately 7.3 million users at year-end. Leverage in the growing penetration of additional services (incorporation of high definition signals to the grid and VOD, among others), which permitted a high level of investment in the expansion of network capacity, had a key role in such performance. It is worth noting that the government's launch of Digital Terrestrial Television did not have a significant impact on the annual net capture of this industry.

 

Broadband demand grew for the second consecutive year at rates of approximately 20%, becoming increasingly ubiquitous. In fact, by year-end, residential fixed broadband Internet access reached a new record high of approximately 4.6 million subscribers in a fiercely competitive environment noted for the promotional offers of its main market players. At the same time, the existence of more than one million mobile broadband subscribers and the implementation of combined voice and data subscriptions by cell phone companies evidence the complementariness that this technology provides to the market.

 

In this regard, an emerging and curious phenomenon is the users' ongoing demand for higher speed, mostly as a result of the predominance of video traffic over other Internet traffic and, to a lesser extent, as a result of the increased 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, thus putting the current business models under pressure.

 

The trend towards change in media consumption habits, which was already present before the economic crisis but was accelerated by such crisis, has continued. In fact, the number of visits to websites with content development continued to increase, particularly news sites, with the newspapers in the top ranks. As a logical consequence, the increased number of readers of digital newspapers, together with the increased offering of news signals on television, helped to reinforce the downward structural trend in the volume of newspaper copies in paper format.

 

Notwithstanding the above, it is worth noting the current exponential growth of and massive access to social networks, not only as sources of entertainment, but also as sources of multimedia content and recommended information.

 

Regulatory framework and conditions for the journalistic and media activity

 

In addition to the aforementioned and to the comments under Note 15 to the Parent Company Only Financial Statements, during 2010 private media in general and Grupo Clarín in particular continued to face an escalating level of harassment. Such harassment was executed through the official and para-official apparatus, with the clear intention of damaging the media's reputation and directly and indirectly limiting its journalistic activities.

 

In the framework of this escalation, the government reinforced certain actions that threaten and distort the full effectiveness of freedom of speech and information, such as the exponential increase and discriminatory distribution of official advertising used to create and sustain like-minded media; the discretionary use of public funds and media to generate content and programs related to political propaganda; and the several obstacles and discriminatory conduct in the access to public information.

 

This discrediting and defamatory strategy was painfully reflected in aggravating street banner and graffiti campaigns, in persecution, espionage and phone-tapping actions against media, editors and journalists, and went so far as to include the financing of soccer hooligans arranging banners against the media and members of the judicial branch to be displayed in soccer stadiums and the advertising to be broadcast during the games.

 

Other tools to exert editorial pressure consisted of abuse of bureaucratic controls or controls by public agencies which took the form of administrative persecutions, groundless arbitrary resolutions, disproportionate tax controls and recurring audits. In this scenario, the government did not hesitate to exert pressure on entities such as the Argentine Securities Commission and the Financial Information Unit, causing the resignation of members and renowned officials of such agencies who refused to start unfounded investigations on Papel Prensa and Grupo Clarín.

 

In the audiovisual sector, this offensive against the media (against both, its editorial freedom and its economic sustainability, which guarantees its independence) has its utmost expression in the controversial Audiovisual Communication Services Law. This law was challenged by the judiciary for its substance, condemned for infringing constitutional rights, granting broad and discretionary powers over media and content to the Executive Branch, favoring official voices and affecting the sustainability of private media, promoting the elimination of independent signals and establishing dangerous indirect censorship criteria through the arbitrary granting of licenses and the application of penalties, among other controversial aspects.

 

Since its enactment in October 2009, several court decisions upheld preliminary injunctions which are currently effective, providing for the suspension of the main sections of the broadcasting law; including, but not limited to, section 161 which refers to the conforming regime that sets forth the mandatory divestiture in the term of one year. In spite of the existence and full effectiveness of said court decisions against the law, the government sought to move forward with the implementation thereof in an authoritarian and overwhelming manner. This ratifies all the warnings about the potential danger of editorial control by an enforcement authority that is not independent.

 

Accordingly, in September the regulations to the law were enacted exceeding the legal framework since they deal with issues not contemplated in the law. Through these regulations, the government attempted to create perverse media confiscating mechanisms. The enforcement authority reserves the right to intervene any media on a discretionary basis: whether by revoking licenses or through simple summary proceedings. In both cases, the national government seeks to assume the power to appoint a "Delegate Administrator" or auditor to take control of the media, using its infrastructure, name and trademark and taking control of its content, employees and journalists.

 

Additionally, in the month of August, the government announced a surprising decision aimed at discontinuing the services rendered by Fibertel. This measure, based on deceitful and arbitrary actions, affected the rights of over one million clients, directly benefiting the telephone companies' monopoly. Several court decisions suspended the application of the measure, in view of its inconsistency and massive subjugation of consumer rights.

 

At the same time, in 2010, the offensive against independent media and free journalism continued to take very diverse forms, including the measures adopted by trade unions related to the government, which repeatedly tried to prevent newspaper and magazine distribution by blockading printing facilities. Several official agencies also sought to control paper, the basic input for newspaper production.

 

The government's attempt to gain control of the paper industry has intensified, through several administrative measures that sought systematically 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 Prensa's business practices and bring legal and administrative actions against it in a threatening and violent environment.

 

These and other deplorable actions that are not in line with the expected attitude of a democratic government towards the press were part of the challenging scenario in which private and independent media operated in 2010.

 

 

THE COMPANY. ORIGIN, EVOLUTION AND PROFILE

 

Grupo Clarín is the most prominent and diversified media group in Argentina 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.

 

Grupo Clarín and its subsidiaries have approximately 15,000 employees and, by the end of 2010, reached annual consolidated revenues of Ps. 7,632 million.

 

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/Canal 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, only 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 daily 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 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).

 

Another strength lies in its strategic stake in the content distribution sector, through cable television and Internet access. Since 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. In Argentina, Cablevisión is the first among 700 operators and always competes with other cable or satellite options. Also, through Fibertel, it 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 in the Buenos Aires Stock Exchange and in 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 focused on journalism and the mass 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 and develops initiatives that arise from discussions with different stakeholders.

 

GRUPO CLARÍN AND ITS BUSINESS SEGMENTS IN 2010

 

In terms of results, Grupo Clarín and its business segments grew again in 2010 in a highly challenging context. During this year the Company consolidated the positive economic and financial performance trends of the previous years.

 

Net consolidated sales increased by 14.3%, from Ps. 6,678.8 million to Ps. 7,632 million. 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 2010, Grupo Clarín's gross consolidated financial indebtedness (including sellers financing, accrued interest and fair value adjustments) was approximately Ps. 2,399.1 million, while net consolidated indebtedness was approximately Ps. 1,758.4 million, representing a decrease of 7.8% and 17.9%, respectively, compared to the previous year.

 

The following is a description of the most significant events related to the situation and management of each of Grupo Clarín's business segments during 2010.

 

CABLE TELEVISION AND INTERNET ACCESS

 

Grupo Clarín operates, through Cablevisión, one of the main regional integrated cable television and broadband systems. This segment's revenues mainly derive from monthly subscriptions to basic cable television service and high-speed Internet access. To a lesser extent, its revenues also derive from connection and advertising charges, sales of premium and pay-per-view programming, digital package, DVR, and high definition signal package (HD) and sales of the magazine "Miradas".

 

Out of Grupo Clarín's total sales in 2010, the Cable television and Internet access segment was the Company's main revenue driver, with sales of Ps. 4,885.1 million, taking into consideration intersegment sales.

 

Regarding the geographic availability of Grupo Clarín's services, by the end of 2010, its network reached approximately 7.3 million Argentine households. Grupo Clarín provides services in the City of Buenos Aires and suburban areas, as well as in the provinces of Buenos Aires, Santa Fe, Entre Ríos, Córdoba, Corrientes, Formosa, Misiones, Salta, Chaco, La Pampa, Neuquén and Río Negro. Regionally, Grupo Clarín also operates in Uruguay and Paraguay.

 

In terms of subscribers, by the end of the year, the Company's cable television systems had approximately 3,149,300 subscribers in Argentina, 208,500 in Paraguay and Uruguay, and 1,128,200 Internet service subscribers in Argentina and abroad. As of December 31, 2010 in most of the cities it operates, the monthly price of Cablevisión basic service was Ps. 126.25, including Value Added Tax. The price varies according to the system to which clients are subscribed and depends mainly on the number of channels offered in each system.

 

Cablevisión's network's backbone consists entirely of fiber optic cable. The bi-directional service network's architecture and the new networks rely on a fiber to service area ("FSA") design, which combines cable network fiber trunks with coaxial cable extensions and permits bi-directional transmission.

 

By the end of 2010, most of the total 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 including up to 120 programming signals, depending on the capacity of the local network. It offers basic and premium programming from more than 25 providers and broadcast television stations of the City of Buenos Aires. Most of the programming contracts include pricing terms denominated in Argentine Pesos generally linked to the number of subscribers.

 

By paying an additional fee and renting a digital decoder, Cablevisión subscribers receive premium packages and pay-per-view programming that include additional movie signals and adult programming, among other products.

 

Cablevisión is also offering digital services to its subscribers that include a basic digital package, as well as Premium and High Definition (HD) services. Such products are offered in the City of Buenos Aires and its surrounding areas (the "AMBA Region"), in the province of Buenos Aires, Córdoba, Rosario, Mar del Plata, Santa Fe and other cities in the provinces.

 

Cablevisión has recently launched a high definition signal package (HD) as well as state-of-the-art digital set top units with digital video recorder (DVR). During 2010, Cablevisión added signals to the HD package in order to enhance this product's offering. Thanks to its state-of-the-art technology, during 2010, Cablevisión carried out the first broadcasting of 3D content through a cable network.

 

As of December 31, 2010 there were approximately 699,100 digital set top units for Premium service in all of Cablevisión's operational regions (including Uruguay and Paraguay), resulting in a penetration rate of approximately 20.8% of all subscribers to its basic cable service provided through its digital network. Cablevisión also offers Cablevisión Flex, an optional social service of digital paid television with a reduced subscription, to approximately 500,000 inhabitants of low income neighborhoods.

 

As to Internet access services, Cablevisión offers products specially designed to meet the needs of both residential and corporate users. The products offered comprise high-speed cable modem Internet access through its 750 MHz network under the Fibertel brand, and ADSL, dial-up and telephony services under the brands Flash, Datamarkets and Vontel.

 

Fibertel is undoubtedly the broadband service that offers the highest speed in the market massively and at competitive prices. One of the main differentiating features of Fibertel's connectivity service lies in the great broadband potential of its services compared to the more limited ADSL connectivity service offered by its main competitors.

 

During 2010, it launched the 6-mega downstream and 712k upstream speed products and has trial subscribers to the 30-mega speed product in the AMBA region. Fibertel also launched Fibertel Nitro, a new technology aimed at enhancing its subscribers' browsing experience even more. This feature allows users to utilize the network's unused capacity at a particular instant to increase the actual browsing speed and, therefore, enhance subscribers' experience.

 

As of December 31, 2010, Cablevisión had 1,100,700 subscribers to cable modem Internet access in Argentina and abroad through its own networks, 9,300 subscribers to the dial-up system and 1,600 subscribers to other broadband technologies. Primera Red Interactiva de Medios Argentinos (PRIMA) S.A. ("Prima"), a subsidiary of Cablevisión, had 16,500 additional subscribers to its ADSL dial-up system. Even though Cablevisión has these 3 technologies, its main focus and differentiating feature is cable modem, in which market it has a leading position under the brand Fibertel, being a clear benchmark in its category.

 

Commercialization and Customer Service

 

Cablevisión uses several market positioning mechanisms for its products and brands, including promotions, customer service centre locations, newsletters about the company, institutional information and programming through its websites. It advertises in the printing media and over its own broadcasting signals. Cablevisión publishes a free monthly guide distributed to its subscribers and also publishes an optional, monthly paid magazine called Miradas, which, during 2010, increased its monthly circulation to approximately 382,100.

 

Customer service is provided through an integrated service center offering round-the-clock support, with the aim of optimizing customer relationship. During 2010 the company 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.

 

Subscriber base turnover rate for the year ended December 31, 2010 was 14.3%, compared to 15.8% recorded in the previous year. During the year ended December 31, 2010 Cablevisión added 165,000 subscribers to its base compared to 101,900 added in 2009.

 

Strategy

 

The long-term business strategy for the cable television and Internet access segment involves an expansion of the cable television and Internet broadband connectivity subscriber base, focusing on maintaining the highest speed in the market and stressing customer service and the brand. This strategy also involves improvements in technology, and broader investments intended to streamline a flexible network architecture serving as a platform for developing additional video Internet and voice services to realize the potential provided by technology convergence.

 

PRINTING AND PUBLISHING

 

Grupo Clarín, through Arte Gráfico Editorial Argentino S.A. ("AGEA"), is the main newspaper editor in Argentina and one of the most prominent editorial content producers in Latin America.

 

Out of Grupo Clarín's total sales in 2010, the printing and publishing segment accounted for Ps. 1,804.0 million, taking into consideration intersegment sales. This segment derives revenues primarily from the sale of advertising, copies of newspapers and magazines and optional products.

 

Arte Gráfico Editorial Argentino

 

AGEA publishes Diario Clarín, the flagship Argentine newspaper and one of the most important in terms of circulation in the Spanish-speaking world; Olé, launched in 1996, the first and only sports newspaper of its kind in the Argentine market; and Genios, a magazine with a high penetration rate in the children's segment. It also publishes Elle, Jardín de Genios; Ñ, a cultural magazine that reflects all cultural news and trends; Revista Pymes, aimed at small and medium-sized entrepreneurs; and Diario de Arquitectura, aimed at the construction sector, architects, designers and building contractors, among other products.

 

Through Artes Gráficas Rioplatense S.A. ("AGR"), Grupo Clarín is also engaged in color printing, publishing and distribution activities. AGR prints Viva, Clarín's Sunday magazine, and carries out other production activities for AGEA and for third parties, including installment books, telephone directories and flyers.

 

AGEA leads the online classified advertising market through its vertical sites: Autos, Inmuebles, Empleos, and has a leading position in the Internet content market through its websites Clarin.com, Olé.com.ar, revistaenie.clarin.com, ieco.com, among others. Through its subsidiary and controlled company Tinta Fresca Ediciones S.A., the Company entered the textbook editorial market.

 

Diario Clarín

 

With an average of 603,000 readers from Mondays to Saturdays and over 1.5 million readers on Sundays, and its long-standing journalistic and commercial leadership consolidated throughout its 65-year track record, Clarín is the most prominent Argentine newspaper in terms of outreach, influence, 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 journalism style that enables the most diverse opinions. Clarín's approach to reality is in tune with its audience, supporting this bond with the responsibility and credibility that characterizes its journalists. Its extensive and thorough investigations, approaches and analyses are conveyed in a clear and direct language, providing its readers with easy access to the different sections and issues.

 

During 2010, its daily circulation reached almost 316,000 copies, a volume 2.1 times higher than its closest competitor. On Sundays, over 640,000 copies are sold, which places it among the major Sunday newspapers of the world. According to the Newspaper and Magazine Circulation Verification Institute ("IVC"), in 2010, Clarín had a 44% share in the newspaper market in the City of Buenos Aires and the province of Buenos Aires and a 11% share in the provinces. On a national level, it had a 27% market share.

 

Given its broad circulation and reach to all social classes, Dario Clarín leads the printing media market. It is ranked first in terms of advertising revenues, sold advertising space and also leads in all advertising categories (display, special section and classified ads). In 2010, Diario Clarín's advertising sales were of Ps. 747 million, an increase of 18.9% compared to the previous year, while AGEA's advertising sales were of Ps. 788 million.

 

From an editorial perspective, Clarín reaffirmed its long-standing journalistic leadership. Its in-depth coverage of this year's most outstanding news revealed once again the production quality of its reports and the depth of its approaches and insights. The work of the paper's investigation team, the constant proposal of new editorial products and the launch of new publications continue to reflect the work of the greatest team of journalists in Argentina.

 

Also in this year, Grupo Clarín's journalists and media once again received prestigious awards and acknowledgments. In the category "Best Internet Coverage", the journalists Paula Lugones and María Arce were recognized with the most important Spanish-speaking award "Rey de España" for their work: "Ruta 66: el largo camino hacia la Casa Blanca" (Route 66: the long path towards the White House), a special production of Clarín and Clarin.com on the elections that made Barack Obama President of the United States. "Ruta 66" was produced and fully broadcast from the US during almost 40 days. The journalists travelled approximately 4,000 kilometers; visited 35 cities and interviewed almost 150 people.

 

Clarín's Design and Infographics team was once again one of the most awarded in the world for the excellence of its work. In the 32nd Edition of the International Awards granted by the Society for News Design (SND), the team won 6 awards for the works published in Revista Arquitectura (DNI), in Revista Ñ, in the newspaper (Bicentennial and World Cup supplements) and in Revista Viva.

 

In April, the Unesco granted Mónica González, correspondent of Clarín in Chile, the award "Premio Mundial a la Libertad de Prensa Guillermo Cano". In September, Eleonora Gosman, correspondent of Clarín in Brazil, was recognized with the award Comunique-se de Periodismo, the most important Brazilian award to radio, print and TV press and blogs.

 

In advertising, Clarín received the Effie de Plata award in the Media category for the campaign "Rizzuti - La Pareja del Mundial", the Clarín.com webseries telling the story of the soccer fan Alberto Rizzuti in his attempt to attend the World Cup South Africa 2010. Olé received the "Gran Sol de Iberoamérica 2010", the most important award granted by the Iberoamerican Advertising Festival (Festival Iberoamericano de Publicidad) in the television and motion picture category.

 

In 2010, Diario Clarín offered outstanding promotions that increased interaction with readers, among them, the game "El Gran DT". Among the year's milestones, in April 2010, the economic supplement iEco launched the second optional "Serie Pocket Mentor", a collectible product, jointly with the Harvard Business Review. For the purpose of understanding the value of brands for individuals, in April 2010, the iEco's Brand Ranking was launched for the third consecutive year. The ranking was published once a month in the supplement and at www.ieco.com.ar. Diario de Arquitectura continued to launch high-quality collectible products, such as, "Las Casas del Año" and "Archivo Clarín Arquitectura Siglo XXI/2010, Archivo de diseño Edición 2010". The contest Premio Nacional Arq. was launched in December to select the best Argentine architectural work of the last five years on a regional basis.

 

In October, the Moreno-Luján-Gral Rodriguez regional newspaper was added to the eleven existing regional newspapers, thus extending coverage within the Province of Buenos Aires. Just like Pilar's regional newspaper, this one is distributed for free on a monthly basis. In December, the company launched "Anuario 2010", a special edition featuring the most important events of the year in the regional newspapers.

 

As to sports, in addition to the game El Gran DT, in 2010 special supplements were published covering prominent events such as the Football World Cup South Africa 2010, the Davis Cup, the tenth year of the ATP de Buenos Aires Tournament, the Dakar Rally and the Basketball World Cup, in addition to its traditional products and special football tournament guides. During the year Diario Clarín's newsroom started to work closely with the newsroom of Clarin.com Deportes, producing multimedia content and sharing knowledge, which enriched news coverage and content.

 

Diario Clarín also continued to build upon the achievements attained by the cultural magazine Ñ, reaching average sales of 42,700 copies per issue. During the year, several initiatives were carried out aimed at engaging readers through the launching of collectible products, the creation and sponsorship of forums comprising different cultural issues and involvement in and sponsorship of major cultural events.

 

In its seventh year, Revista Pymes, continued to strengthen its growth. Two collections of books were published: "Las Mejores Ideas Pymes" and "Diseño e Innovación".

 

In order to continue to 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. It was an intense year in terms of collectible and optional products, consolidating Grupo Clarín as one of the major book editors of Argentina.

 

The highlights were: El Gran Libro del Asador; El Gran Libro del Teatro Colón; Ejercita tu mente; Libros Bilingües III; Spider Man; Desafía tu mente; Argentina 200 años; Biblioteca Esencial de Lengua Espasa; La Gran Historia de los Mundiales; Billetes y Estampillas de los 200 años; El Gran Libro Clarín de la Decoración 2010; Grandes Biografías de los 200 Años; Las grandes fotografías del periodismo argentino; Los Increíbles; Cocina Argentina de los 200 años; La Enciclopedia del Saber National Geographic; Grandes Enigmas de la Historia; Q´Estudio; Libro de Viajes de la Argentina, Clarín -ACA; Colección Museo Nacional de Bellas Artes; Almanaque de pared 2011; Cocina para las Fiestas; Robin Hood; Guía para conocerte más y mejor; El Gran Libro de Tejido 2010; - El Gran Libro del Crochet 2010; Anuario Autos.

 

Clarín's products continued to set trends and brand loyalty activities contributed to the consolidation of readers' strong relationship with the brand. Further efforts were channeled into strengthening the bond with advertisers, bringing together new sectors and identifying their needs.

 

Clarín organized the 2010 edition of its renowned Clarín Awards, honoring its strong commitment to the promotion of Argentina's best in the cultural and sports fields. To this effect, the 13th consecutive "Premio Clarín de Novela" ceremony was held, where Gustavo Nielsen was awarded for his novel "La otra playa". Clarín also awarded the best sportsmen of the year at the Premios Consagración y Revelación 2010 - La gran noche del Deporte Argentino ceremony, in which Luciana Aymar received the Sportswoman of the Year award.

 

Other Newspapers

 

La Razón, the first-ever free distribution newspaper, is distributed in all subway and train lines in the City of Buenos Aires, as well as in bars and in highway tollbooths within Buenos Aires. Building upon the concept that "La Razón is a travelling companion", as it does every summer, the newspaper sent copies throughout the season to Mar del Plata, Pinamar and Villa Gesell.

 

After thirteen years of existence and with an average daily circulation of 45,000 copies, Olé, the first and only Argentine sports newspaper, continues to consolidate its market positioning. It is the fourth largest newspaper in Buenos Aires in terms of circulation. Since its inception, it has revolutionized reading habits and managed to attract not only sports fans, but also a new generation of young readers, offering advertisers an opportunity to reach a specific market.

 

During 2010, the company did a special coverage of the main sports events, including the Football World Cup South Africa 2010 and launched special products, promotions, games and prizes.

 

Magazines

 

In 2010 the Company continued to issue the magazine Genios, which has 12 years in the Argentine market. With the children and school in mind, this magazine was created with the aim of integrating contents for children, parents, school and society, combining education with entertainment. Since it was launched in March 1998, it has led the children's magazine segment. Its editorial offering is always renewed at the beginning of each academic year, presenting new sections, updated school materials and collectible books prepared by experts. Genios sold 301,000 copies in its first annual issue at the beginning of the academic year. During 2010, Genios consolidated its efforts in the website genios.com.ar It published collectible products such as Argentina mi País and Guía Escolar Genios, as well as important promotions such as a flag of Argentina with a Bicentennial motif, Toy Story 3 album, among other things. In April and May, the magazine published the fifth and sixth editions of Genios free newspaper, which is distributed at the entrance of schools in the City of Buenos Aires, in the province of Buenos Aires and in the provinces.

 

Jardín de Genios, the monthly publication aimed not only at pre-school children and those attending the first years of primary school, but also at parents and teachers, achieved increased average sales of 87,300 copies during 2010. In its annual launch, it published the magazine "Edición de Oro", with more pages and a square-shaped spine, and the supplement "Guía para Padres", that came with a free book called ABC mis primeras letras. The magazine also presented the first book of the new collectible "Nuevos Clásicos de Oro Disney", which became a best-seller.

 

During 2010 "Tiki Tiki", a magazine aimed at children aged 8 through 14 and adolescents, continued to strengthen its position. New collectible products were launched: Tiki 3D and Tiki Mostros; Álbum Oficial de La Copa del Mundo FIFA 2010 - Sudáfrica and four editions of "Ediciones Mundial".

 

The magazine Elle reaffirmed its leadership in the high-end advertisers segment. In 2010, its circulation reached a monthly average of 31,000 copies. In May and October, the company also published the magazine Elle Decoración.

 

The bimonthly magazine Clarín Rural Revista continued to strengthen its position as a management tool for the productive sector with all the solutions and technologies aimed at agricultural businesses.

 

Also in 2010 the company continued to publish the monthly magazine-catalogue Shop & Co which includes discount coupons on important brands.

 

Tinta Fresca

 

Tinta Fresca Ediciones S.A. ("Tinta Fresca") is an Argentine publishing company, engaged in textbook publishing for the different stages of the Argentine education system. Tinta Fresca looks to place books as central elements of the teaching and learning processes and proposes to use books as effective and updated tools for teachers and students. Its strength is to provide access to textbooks to the largest number of students possible, at competitive prices, relying on a sales force capable of promoting its products by visiting teachers throughout the country and with points of sale nationwide.

 

In 2010 Tinta Fresca continued to improve its market position. Tinta Fresca strengthened its editorial offering with three books aimed at the first stage of primary school "Imaginá que… 1, 2 y 3" and for the second stage of primary school, the series "Cruz del Sur" with a total of 18 books: 3 language books, 3 math books, 6 social sciences books (at regional -aimed at the province of Buenos Aires- and national levels) and 6 of natural sciences (at regional -aimed at the province of Buenos Aires- and national levels). For secondary school, two books were published Biología ES 3 and Físico- Química ES.3, among other projects of high added value.

 

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 2010, AGR retained its leading position in the sector with sales of Ps. 199 million. The company continued to exploit one of its main strengths: its participation in the entire value chain of the printing industry, which enables it to offer comprehensive customer service, including drafting, prepress, variable printing, offset printing, finishing and distribution.

 

AGR strengthened its presence in the foreign market, where sales reached Ps. 6 million.

 

In May 2000, AGR entered into an agreement with the Techint Group, acquiring 50% of Impripost Tecnologías S.A. ("Impripost"). Impripost is mainly engaged in the overall production and printing of invoices, advertising brochures, forms, labels and cards. It also provides envelop stuffing services for mass mailing.

 

UNIR S.A. ("Unir") 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. In 2010, Unir totaled sales of Ps. 44 million, a 24% increase compared to the previous year.

 

CIMECO

 

Compañía Inversora en Medios de Comunicación S.A. ("CIMECO") was organized in 1997 with the aim of acquiring equity interests in Argentine and foreign newspapers, seeking to preserve the regional journalistic industry, blending experience, synergy and economies of scale. To date, CIMECO holds a majority interest in two of the three largest regional newspapers in Argentina: La Voz del Interior (Córdoba) and Los Andes (Mendoza).

 

Diario Los Andes was able to maintain its leadership in the province with special publications, events and special supplements. In 2010 the newspaper was once again present at the Vendimia National Festival; and published the fourth edition of Tintero Adventure kids. The number of members of the readers loyalty program Los Andes Pass doubled during this year.

 

La Voz del Interior, a 106-year old newspaper, has a strong presence in the province of Cordoba. This year, it managed to consolidate its position as distributor of other publications at newsstands, with significant increases in the sale of optional products and also in digital media advertising sales. La Voz del Interior has completely redesigned its website lavoz.com.ar and updated the content sites launched during last year with a view to becoming a digital benchmark in terms of information, entertainment and social networks.

 

Papel Prensa

 

Papel Prensa is the first producer of newsprint that is wholly owned by Argentine capital. It began its operations in 1978 and is currently the largest Argentine producer of newsprint, with an annual production capacity of approximately 170,000 tons. As of December 31, 2010, 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%).

 

Papel Prensa has implemented production policies based on the procurement of strategic inputs without contributing to the depletion of natural resources. To this end, the paper mill recovers raw materials from the recycling of returned newspapers, instead of using virgin fiber. In 2010, Papel Prensa sold 147,423 tons of paper for newspapers.

 

Ferias y Exposiciones Argentinas

 

One of the main activities of Ferias y Exposiciones Argentinas is the organization of Caminos y Sabores, an exhibition intended to foster Argentina's gastronomy and handicrafts and promoting the region's most important tourist destinations. In 2010, its sixth year, the exhibition received 80,000 visitors.

 

In 2010, in Venado Tuerto, province of Santa Fe, the company also held the seminar ADMITE, which was attended by more than 150 people, and offered courses given by renowned professors of the agricultural sector, with training in technology and machinery.

 

In 2007, AGEA entered into an agreement with S.A. La Nación for the organization of Expoagro, a new agro-industrial fair, improving the results that had been obtained until then by Feriagro, and achieving a record-high number of exhibitors. In 2010, the exhibition, held from March 3 through March 6 in La Flamenca - Ruta 9 Km 121, Corredor Productivo Baradero - San Pedro, was a success and received more than 100,000 visitors.

 

BROADCASTING AND PROGRAMMING

 

Grupo Clarín is also the leading company in the audiovisual broadcasting and programming segment. Through Artear, it holds the license to broadcast Canal Trece, one of the two largest broadcast television channels in Argentina, and leads the segment in terms of advertising share and prime time audience share. It also has 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, more recently, Mitre AM 810 in the province of Córdoba.

 

Grupo Clarín also has a strong stake in sports commercialization and broadcasting rights, mainly soccer and motor racing, directly and through joint ventures.

 

Out of Grupo Clarín's total sales in 2010, the broadcasting and programming segment accounted for Ps. 1,124.7 million, taking into consideration intersegment sales.

 

Artear

 

Amidst a scenario marked by industry challenges and strong competition, Artear was able to achieve its goals in 2010. Its year-on-year total sales increased by 14% and its share in the traditional advertising market of broadcast television reached 35.9%.

 

In 2010 Canal Trece celebrated its 50-year anniversary and was the leading channel overall in broadcast TV. Since 2006 Canal Trece had been leading only the Prime Time, which accounts for 70% of advertising revenues. It achieved such leadership with 10.1 rating points from Monday through Sunday from 12:00 PM through 12:00 AM, against 9.9 rating points achieved by its closest competitor. Its professionalism, artistic quality, innovative proposals and technological developments continue to distinguish it as the most prominent audiovisual media in the market.

 

As far as its programming is concerned, during 2010 Canal Trece combined fiction, information and entertainment in a varied offering which places it not only as the general audience leader, but also as leader at high and middle socioeconomic levels, allowing it to reach highly demanded targets and, therefore, to lead the advertising market.

 

"Malparida", "Show Match", and "Para Vestir Santos" led audience ratings. As regards news programs, "Arriba Argentinos" continued to consolidate its morning audience rating. Canal Trece's news programs -"El Noticiero de Santo", "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 signals, TN achieved the highest audience share throughout the year across all time slots. On several occasions, it outperformed broadcast stations. Several talk-shows stood out, such as "El Juego Limpio", "Palabras más, Palabras menos", "Código Político", "Desde el Llano", "Argentina para Armar", "Otro tema" and "A Dos Voces".

 

Artear further strengthened its TV slots seeking to offer diverse options in terms of information and entertainment. The Spanish language music signal "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 signal that preserves our memory with the highest technology. Magazine and Metro, general interest cable signals, continued to develop their programming criteria through thematic modules and standardized broadcasting. Canal Trece Satelital, the signal of Canal Trece de Buenos Aires, continued to focus on local productions and on including a significant number of in-house national productions in its programming.

 

During 2010, the most prominent showbusiness and general interest events were broadcast, such as the Reopening of Teatro Colón, Pepsi Music, the concerts of Paul Mc Cartney, Bon Jovi, Jonas Brothers, Beyoncé, Black Eyed Peas, Metallica, Coldplay and Alejandro Sanz and the 19th edition of the traditional campaign Un Sol para los chicos aimed at raising funds for UNICEF, held at Luna Park.

 

During 2010 the company continued to acquire equipment in order to complete the infrastructure required to produce High Definition content for El Trece and Todo Noticias. A digital file system was implemented in the newsroom area which allows for tapeless workflows.

 

Artear continued to produce fiction content for TV series and motion pictures through Pol-Ka, Ideas del Sur and Patagonik Film Group. In the case of fiction production, the flagship was "Malparida" which had the highest audience share in 2010. In this period, two world-class motion pictures were released "Carancho" and "Igualita a mí".

 

In addition, the Company is devoting significant efforts aimed at developing activities related to the commercialization, organization and broadcast of sports events through TyC Sports, mainly football and motor racing.

 

Radio Mitre

 

In 2010, AM Mitre 790 reaffirmed its track record and consolidated its second place in the ranking of audience share during the entire year, reaching an audience share of 20 points. In this way, Radio Mitre reduced the gap with its closest competitor.

 

The radio talk show "Primera Mañana", hosted by Nelson Castro with a group of prestigious columnists, stood out among Radio Mitre's programming. "Hola Chiche", hosted by Chiche Gelblung, renewed the morning slot with a proposal that combines journalism, general news coverage and enjoyable and smart humor.

 

In the afternoon slot, Radio Mitre continued with programs that have strong journalistic content such as "El Club de la tarde" hosted by Ernesto Tenembaum, "La Otra Pata" hosted by Marcelo Zlotogwiazda, and "Lo que queda del día", hosted by Horacio Caride.

 

FM 100's music programming relies on multitarget hits and anglo/latin pop, combining communication, information and entertainment slots. In 2010, the shows "El Show de la Noticia", hosted by Roberto Pettinato in his seventh season, and "Lalo por hecho", hosted by Lalo Mir, stood out once again. To further consolidate its bond with listeners, the radio station continued to organize acoustic concerts and on-location broadcasts from its mobile studio, featuring highly acclaimed national and international artists.

 

The site Cienradios.com was a particular initiative of La 100 in the period. It entails the development of an infinite concept of the dial and is unique in Latin America. The user 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, folklore, tango, romantic music and other rhythms.

 

During 2010, the presence of Mitre AM 810 was also consolidated in the province of Córdoba, as the second radio with the highest audience share. With a permanent staff in the city and its own news service, Mitre AM 810 developed a comprehensive coverage of news comprising Córdoba, Argentina and the world.

 

DIGITAL CONTENT AND OTHER

 

Revenues in this segment are derived from the sale of advertising in Internet websites 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 Contenidos de Medios Digitales ("CMD").

 

Out of Grupo Clarín's total sales in 2010, this segment accounted for Ps. 240.9 million, taking into consideration intersegment sales.

 

Digital Content

 

Grupo Clarín is the leading producer of digital content. Through CMD and Clarín Global, the Company developed the broadest network of portals and digital content in Argentina, covering news, entertainment, sports, classified advertisements, 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.

 

According to the traffic measurements carried out by Certifica.com for the Interactive Advertising Bureau (IAB), by the end of 2010, Clarín.com website received an average of 11.8 million monthly unique visits, a 5% increase, compared to 2009.

 

Olé received 6 million monthly unique visits, a 28% increase, compared to the previous year. In June, during the Football World Cup in South Africa, it received 7.4 billion unique visits. The same happened with Ciudad.com, which increased its unique visits by 20% to 1.8 million. These traffic levels reaffirm once again Clarín Global's Internet portal leadership and places Clarín Global portals as the number one portals in the news and sports segments, respectively. Clarin.com is also one of the most visited digital newspapers in the Spanish-speaking world.

 

In order to consolidate its leadership position, besides its journalistic excellence, Clarin.com continued to make progress in the redesign of its website, the upgrade of services and tools and the improvement of the websites of its supplements and related magazines.

 

Through CMD, Grupo Clarín continued to exploit efficiently the capabilities and potential of the Internet by devoting resources and know-how to its websites and portals such as TN.com.ar, ElTreceTV.com.ar and Cienradios.com.ar.

 

During 2010, the Company continued to consolidate its leadership position in specific content production for Internet and mobile phones, reflected in the growth of brands such as Ciudad, Ubbi, VXV and the tourism portals Interpatagonia.com, Welcomeargentina.com, Welcomechile.com and Welcomeuruguay.com.

 

In advertising, the turnover of all CDM sites rose by 19% compared to 2009, keeping its share in the Internet advertising pie. The revenues from the e-business sites Mas Oportunidades y Confronte increased by 29.8% compared to 2009.

 

At year-end, Mundo Gaturro, a joint venture with Winta y Dridco, became the pop-up search that experienced the highest growth in 2010, according to the Google report Zeitgeist 2010. In addition, the Argentine Association of Videogame Developers (Asociación de Desarrolladores de Videojuegos de Argentina) granted Mundo Gaturro the award to the best web/flash videogame of the industry. The site has now more than 650,000 registered users.

 

Concerning launches, during 2010 Clarín launched Mublet, the Tipete.com social network for connecting with friends and finding hot spots, discounts and promotions through geolocalization. Besides, the new social network has microblogging and picture, video and file management features and is integrated with Facebook and Twitter. The network may be accessed from home or by mobile through mobile phone networks since it is also available for Android, Iphone and Blackberry.

 

In early November 2010, Clarín launched Club Cupón, an on-line discount site which offers daily discounts on several items. A minimum base of buyers choosing the same benefits is required to activate them.

 

Ciudad.com and Tangocity.com sites were redesigned. The portal was created in the year 2000 as the Internet site of the Solo Tango signal. Under the commercial management of CMD and fostering the idea of converting it into an international benchmark, the portal will have translations into five languages and will feature important historical material. Through an agreement with the National Tango Association, it will digitalize approximately 30,000 scores, in addition to its sound record.

 

Also in this segment, Oportunidades S.A. deserves a special mention. It is engaged mainly in the exploitation of classified adds websites such as www.argenprop.com, www.buscainmuebles.com, www.deautos.com and www.demotos.com. As in previous years, during 2010, the efforts were also focused on the development of sites related to the real estate, automobile and labor markets. At year-end, subscribers to the real estate intranet reached 2,464.

 

Other Services

Through GCGC, Grupo Clarín renders specialized process outsourcing services to medium and large companies. The services focus on reducing costs, optimizing quality and providing innovative management tools. During 2010, total sales increased by 22.2% compared to the previous year.

 

The company continues to bolster the services offered, increasingly focusing on a customer-driven approach, as well as on strengthening improvement processes.

 

GRUPO CLARÍN AND ITS CORPORATE SOCIAL RESPONSIBILITY

 

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. The Company attaches special importance to the relationship with its different audiences, which acknowledge and validate its activities each day and, over time, have established multiple communication and interaction channels with Clarín's stakeholders.

 

From the standpoint of its audiences, readers and society in general, Grupo Clarín's media and journalists work day after day towards respecting and consolidating the people's right to information; combining high credibility with a comprehensive journalistic and entertainment offering based on a deep knowledge of the audience.

 

STANDARDS AND GUIDELINES

 

Through its commitment to the Global Compact proposed by the United Nations, Grupo Clarín seeks to intensify and, to a greater extent, systematically embody the values and principles that guide the Company's daily work, particularly those concerning labor, sustainable development, and human rights.

 

Grupo Clarín also participates in several groups and spaces, which gather other Argentine, Latin-American and global media players and stakeholders to share experiences, identify best practices, and foster cooperation on the specific issues that media companies address as part of their social responsibility strategies. During 2010, the Noble Foundation renewed its presence in the "Grupo de Fundaciones y Empresas", a space to share knowledge and set standards in the field of strategic social investment.

 

During the period of 2009-2011, Grupo Clarín committed its participation in the multi-stakeholder development of the Media Sector Supplement for the Global Reporting Initiative. The GRI guidelines act as a reference for an extensive process, currently underway at the Company, to further consolidate, identify and report relevant information regarding the environmental and social impacts, while establishing new goals to strengthen its related initiatives and strategy.

 

Grupo Clarín's observance to the principles included in all those guidelines is also outlined in the Company's Code of Ethics and "Guía para la Acción", a document which proposes models for management, organization and roles, while outlining Grupo Clarín´s policies and procedures concerning labor, the environment and human rights.

 

Freedom of expression and transparency are values which are indispensable to the Company and its professionals. Both principles are particularly relevant in areas linked to news services. At Grupo Clarín, each company commits to the quality, rigor and transparency of its information and content. News coverage and programs aim to be impartial and fair, reflecting the journalists' efforts to inform on facts and events in a balanced and unbiased manner, while allowing opinion regarding the parties involved.

 

Style guides, ethics manuals, news coverage guidelines -including some for kidnapping and hostage situations- and several other self-regulations and commitments guide the different activities of news and entertainment oriented companies. This does not mean that every issue, especially regarding content and editorial view, is addressed as expected. For that reason business units are continuously designing new means to engage with its readers and audiences.

 

2010 proved to be a specially challenging year for freedom of expression. The Company supported numerous initiatives to create awareness on the subject and demonstrated its sustained commitment to defending and promoting it.

 

PEOPLE'S VOICES

 

The proliferation of new media, Internet based networks and the web 2.0 phenomenon, started a revolution in journalism and in terms of how people consume news. This requires a serious assessment on how to face the challenges of the digital era, adapting the Company's business models to satisfy Grupo Clarín's audiences, and at the same time sustaining the Company's leadership position.

 

Grupo Clarín's media companies have a long history of audiences' and readers' engagement. The ability to anticipate trends together with a profound knowledge of media consumers and the ability to interpret their needs and meet their demands, explain the Company's sustained leadership and favored place amongst consumers' preferences.

 

The pace of change calls for new and creative means of interaction. Clarín's newspaper segments such as "El juicio final", "Cartas al país" and daily readers' surveys, all traditional means of engaging readers, are complemented by more recent initiatives to accompany peoples' needs to participate in the news process. Over the last few years, the Company has launched a growing number of new blogs, and generated greater interaction not only with journalists, but also between our users. Interactivity opens space for informative content deriving from readers, listeners and web users. 'TN y la gente' is a web-based tool developed by the Company's news channel, where audiences send photos or video footage captured from personal and mobile cameras, as another way of introducing citizen journalism and increasing end-user participation in our media.

 

The Company also pays special attention to giving voice to small or underserved communities and providing for the development of local content. Cablevisión and Artear are working together to gradually renew local TV channels and newscasts in several cities in Argentina. The program takes into consideration access to local information and culture, while providing them with state-of-the-art technology and training.

 

Also during this period, Clarín gave voice and fostered several initiatives organized by Responde, an organization that promotes comprehensive programs of local development in order to avoid the disappearance of small towns and communities.

 

SOCIAL AND SUSTAINABILITY COVERAGE

 

To better assess the influence the media can have on different audiences, Grupo Clarín establishes goals to ensure the quality and pluralism of its content. Grupo Clarín's newspapers and television newscasts have a long and highly praised record in investigative reporting, and provide comprehensive news coverage and insightful pieces on relevant social and environmental issues. Reflecting the diversity of society through its news coverage and entertainment content lies in the core of its unique capacity to engage with audiences and readers.

 

Special supplements, expert and academic voices and editorials, onsite coverage and skilled journalists and infographics complete an extensive offering on topics that vary from health, consumption and development to science, education and conservation. Weekly TV Programs such as 'TN Ecología' and 'TN Ciencia', in Todo Noticias, Grupo Clarín's 24 hour news channel and the leading cable channel in Argentina, have become leaders in their fields.

 

During 2010, the Company´s media paid special attention to issues related to climate change and the environment. Radio Mitre, its main broadcasting radio station, combined 24 hour coverage of these issues through an environment specialized journalist and a campaign to promote people's involvement.

 

The Company also developed weblogs that create social awareness within Clarín.com. Some examples are "¿Estás?" in association with Red Solidaria, "Espacio Positivo", with Fundación Huésped and "El Otro, el Mismo", with Universidad Católica Argentina and social organizations engaged in fostering the inclusion of people with disabilities. Moreover, the "Calendario del Compromiso con la Comunidad" was published in Revista Viva for the fourth consecutive year.

 

Education is deeply rooted in the Noble Foundation's mission and history of community involvement since its origin, and is also one of the key social issues frequently addressed by Grupo Clarín's editorial coverage. During the last few years, third party, academic and the company's own monitoring processes have all registered a gradual, yet sustained increase in social topics coverage.

 

The company is setting the goal for the next period of introducing training for journalists in regards to coverage and integration of social issues, recognizing the importance of reflecting diversity, promoting social justice, protecting youth, encouraging minority recognition and preventing racial and gender discrimination.

 

PROMOTING INVOLVEMENT

 

Still, there is much to be done. In this regard, Grupo Clarín aims to continuously enhance its role in promoting public debate, encouraging individual involvement by better and further portraying the challenges of society under social, economic and environmental aspects with a plural view.

 

Grupo Clarín's different media companies also endorse several initiatives promoting people's involvement in democracy and responsible civic control of their representatives' acts and decisions.

 

During 2010, through Artear, the Company set out once more to promote values such as solidarity and community involvement. Thus, it created, "Abanderados de la Argentina Solidaria", an award that recognizes the otherwise silent labor of social entrepreneurs and community leaders, by divulging valuable and replicable initiatives that advance social transformation. In its first edition, the award was granted to Sigfrido Moroder, a catholic priest that transformed the lives of the aboriginal community of Quebrada del Toro, in the province of Salta.

 

 

COMMUNITY ENGAGEMENT AND SOCIAL ADVERTISING

 

Grupo Clarín's impact and relation with communities and individuals exceed those of its editorial coverage. Support for vulnerable communities, mentoring education projects, campaigning for disaster affected regions and different types of donations and expertise are only some examples of the many initiatives organized and fostered jointly or separately by Grupo Clarín's different media companies.

 

In terms of social advertising, during 2010, through the Noble Foundation and several of its media companies, Grupo Clarín contributed with advertising time and space to promote social, civic and environment related causes, through its own programs or within strategic alliances with renowned NGOs.

 

The impact made by specific contributions to projects and campaigns by other subsidiaries, can be added to the 2.3 million pesos budget of the Noble Foundation for the 09/10 period. Nevertheless, the total figure of donations cannot be calculated at the group level since information is not available in detail. As well as contributing with its own funding, knowhow and expertise, Grupo Clarín aims to leverage support from others by seeking matching funding and regular donations from individuals and partner organizations for supported initiatives.

 

In response to civil society organizations growing communication needs and demands, Grupo Clarín launched a multiple approach program that combines spreading and raising active awareness of public and social interest topics through advertising, design and communication services for NGOs and the development of web based blogs and sites.

 

During 2010, the Company strived to further contribute to the improvement of social advertising and communication skills in civil society organizations. One of the ways to engage this issue involved increasing the scale and impact of "Segundos para Todos", an advertising contest for NGOs organized by Cablevisión, which combined broadcasting spots with coaching sessions in Buenos Aires, Córdoba, Santa Fe, Salta and Neuquén. During 2010, the growing need of communication of social initiatives resulted in the launching of a TV program "Segundos para todos TV" that reflected their outreach to the community and focused on public interest topics. This was also addressed from the advertising supply chain perspective, though a "Social" category to the well-known "Premio Clarín Creatividad" (Clarín Creativity Awards).

 

An additional issue in which Grupo Clarín has a sustained and strategic commitment is in reducing the digital divide and promoting digital inclusion. This is addressed by raising awareness through news coverage and TV programs in different media outlets. Also during 2010, Cablevisión extended its cable TV and Internet access connections program to a growing number of schools, hospitals and other institutions, reaching more than 14 thousand by the end of the year. This is completed with specific programs such as the "social charges", which are special low subscription fees for low income neighborhoods.

 

FOSTERING EDUCATION AND CULTURE

 

As part of the Company's initiatives to support education, Grupo Clarín used its cross-segment position and ability to communicate with society to raise awareness of education's importance as a right and as a critical driver of social development in Argentina's future. In this sense, the Company tried to foster equal opportunities in education through the generation of updated, affordable and quality educational materials for students, teachers and schools throughout the country, through its publishing company Tinta Fresca.

 

Also, the company created Voz Activa, a publishing house that receantly launched the first Dictionary ever published that is entirely focused in the Spanish language spoken in Argentina. This historic contribution to culture and education was widely acknowledged by academics and society in general.

 

As part of its actions to promote public debate on educational issues, the achievements of the program and three year conference cycle "La Infancia en Agenda" (Childhood in the Agenda), developed together with the Arcor Foundation and CIPPEC, were consolidated in 2010. Along with a new cycle on culture and youth, it published "Radiografía de la Educación Argentina", a comprehensive view of the pending issues and challenges. The Company also provided renewed support to the traditional campaign "Un sol para los chicos", together with Artear and UNICEF. The campaign promotes private social investment -still lower in Argentina and Latinamerica compared to the US and Europe- and is one of the key sources of income for UNICEF in the country. For the ninth consecutive year, the Company successfully organized the campaign entitled "Digamos Presente", an initiative focused on education involvement and rural education, together with APAER, Red Solidaria, Cimientos Foundation, Arcor Foundation and YPF Foundation.

 

Among the main alliances are specific initiatives such as the public-private project entitled "Escuelas del Bicentenario" (Bicentennial Schools). This project seeks to assist public elementary schools to which children in vulnerable social circumstances attend throughout the country, and to contribute to public policy, by developing scalable, sustainable and replicable school improvement mechanisms.

 

Another relevant initiative is the "Premio Clarín-Zurich a la Educación" (Education Awards). The second edition recognized the best projects aimed at improving the quality of language teaching. For the next period it will select the best project in the field of natural sciences.

 

Likewise, Grupo Clarín plays an important role in the recognition, promotion and encouragement of literary creation, through prestigious awards such as "Premio Clarín de Novela" and "Premio Clarín de Cuentos". The Company is committed to the support and dissemination of culture. Cultural editorial products and collectibles, partnership agreements with renowned institutions and several sponsorships add to Grupo Clarín and its brands' sustained presence in important events such as the National Book Fair, the Book Fair for Kids and the Youth, Arte BA, Expo Trastiendas and Arte Clásica, among others. During 2010, Clarín partnered with the local government of the City of Buenos Aires to promote massive cultural events, such as the International Tango Festival, the BAFICI, the increasingly renowned independent film festival, the International Theater Festival, International Jazz Festival, Polo Circo, Library Night and Museum Night, among others, where the highlight of the year was the reopening of the historical Colón Theater.

 

Through its cable and broadcasting channels, the Company also makes significant efforts to promote the most important cultural, cinema and sports events, and makes an increasing contribution in the field of cultural diversity and local identity. Noteworthy are initiatives such as "Volver", a cable channel that preserves the most complete Argentine programming archive, or the "Word Archive" at Radio Mitre, which offers an online record of some of the country's most valuable audio heritage.

 

MEDIA LITERACY AND YOUNG PEOPLE

 

Media has an increasing role in society and especially in the lives of young people. Through several programs, the Company encourages them to develop tools to access media through critical analysis and to take advantage of opportunities presented by media to explore their identities, creatively express their thoughts and opinions, and amplify their voices.

 

Media Literacy is generally defined as the ability to access, analyze, critically respond and benefit from the different type of media. Grupo Clarín´s main tool for fostering media literacy is "Los medios de comunicación y la educación" ('Education and Media'), a leading and recognized program that has been in place for more than 26 years. One of the main activities of the Noble Foundation in 2010 -foundation which embodies Grupo Clarín's mission and values- was that of renewing the program, which consists of workshops and booklets for teachers and students to promote a critical approach to the media and to utilize them as complementary resources in education.

 

During 2010, there was an increase in the number of workshops. It responds to the progressive growth and achievement of objectives set for 2010, but the figures are significantly high in relation to 2009 when the numbers had dropped dramatically due to long periods of cancellation of classes as a result of teachers' strikes over wages and the N1H1 virus. The goal for the next period is to continue the expanding trend and outreach of the program.

 

"Education and the Media" Program

 

2010 2009 %Change*

Teachers' workshops: 169 111 34.3%

Students' workshops: 581 553 4.81%

 

The Foundation renewed the presence and coordination of the media section at the "Museo de los Niños" (Children's Museum), and maintained the number of visitors to its printing facilities to 14,255 (mainly students). During this period it strengthened its donations of bibliographical material, with an increase in the field of books, distance learning programs and several sponsorships, and renewed its long time support of several schools which carry the name of the Clarín's founder, Roberto Noble ('Escuelas Roberto Noble').

 

Noble Foundations' educational donations

2010 2009 %Change

Books 63,542 40,589 36.12%

Magazines 4,160 7,066 -41.12%

Booklets 550 837 -34.29%

Within its Cable and Internet access segment, the Company contributes with the necessary tools for parents to keep their children from accessing sensitive or age inappropriate programming. This includes parental control options in Cable TV service and equipment, in addition to guidance tips and tools for web access. Regarding children artistic participation in television and films, the Company complies with regulations and self-imposed guidelines by setting limited time schedules and engaging with parents and tutors.

 

EXCELLENCE IN JOURNALISM

 

Reaffirming its commitment to journalistic excellence, the Noble Foundation also carried out activities to consolidate the training and excellence of current and future communicators.

 

Among them is the support provided to the Masters Degree in Journalism, an international graduate course at 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 dictated by renowned national and international journalists and academics.

 

During 2010, The Company renewed its support to the Graduate Course in Scientific, Medical and Environmental Communication, a program is organized by the University Pompeu Fabra in Barcelona, together with the Leloir Institute and the cable station Todo Noticias (TN), aimed at addressing the challenges and assuming a responsible approach to scientific and medical information.

 

OUR PEOPLE

 

Grupo Clarín's success and leadership is mostly the result of the efforts, talent, professionalism and creativity of its people.

 

It is no coincidence that Grupo Clarín's media companies are amongst the most preferred working places by 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 Grupo Clarín's project.

 

Total Employees 2010 2009 %Change

16,277 15,522 4.63%

 

Distribution of company employees by category: 2010 2009 %Change Management 280 246 12.14%

Middle management 2,132 2,075 2.67%

Junior management, administration and commercial 3,706 3,538 4.53%

Qualified technical personnel 6,782 6,174 8.96%

Journalists and others 3,377 3,489 -3.21%

 

The Company possesses a special make-up in terms of age and gender diversity among its employees. When it comes to gender, the higher proportion of male employees is significantly explained by the large number of technical personnel, which in Argentina is predominantly male, working in the printing facilities and in the Cable TV and Internet access segment. The gender composition in other companies of the Group is balanced, especially regarding content related activities, such as journalism and audiovisual production, where the workforce is diverse.

 

Employees by sex 2010 2009 %Change Men 12,698 11,554 9.00%

Women 3,579 3,968 -9.80%

 

Employees by groups of age 2010 2009 %Change

31-50 9,464 9,558 -0.98%

>51 1,938 1,614 16.71%

 

In 2010, employee turnover was reduced 0.23% to 8%, from the 7.77% of the previous year. This figure shows the number of employees that left the Company or its subsidiaries voluntarily or due to dismissal, retirement or death.

 

Turnover by Sex and Age

(As a percentage of total employees)

2010 2009 %Change

Men 5.42% 5.33% 0.09%

Women 2.64% 2.44% 0.20%

 

31-50 3.50% 3.18% 0.32%

>51 0.88% 1.16% -0.28%

 

In addition to strictly abiding by the laws, the Company sets higher than standard conditions for its employees. Of Grupo Clarín's total workforce, more than 76% of employees are covered by collective agreements. For those who are not, the Company's policy is to apply the conditions established by the best existing agreement.

Taking care of the work environment and conditions, health and job safety and offering training to improve employees' professional skills and techniques are some of the actions aimed at consolidating the sense of integration and achievement of organizational goals.

 

One of the key ways of obtaining feedback on the Company's performance is via the global staff survey. In this respect, during 2010 Grupo Clarín made progress in the climate management process, including activities for the joint development of measurement tools, a thorough analysis of variables and improvement opportunities, and a collaborative effort to define a permanent approach and improvement stages. 90% of the personnel are already involved in the joint process concerning feedback, sharing and proposals.

 

Grupo Clarín has paid special attention to the multiple internal communication tools, such as the magazine Nuestro Medio, the Corporate Intranet with participation spaces and forums, the digital newsletter Nuestro Resumen, and the digital newsletters of the Corporate Training Program and the Company Climate Management Program, 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.

 

Benefits and career development

 

Although most benefits are common to the whole Company, each business unit integrates additional benefits that vary in nature according to tasks. Since 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 2008.

 

During 2010, corporate and business units' human resources departments have continued to implement different programs to identify internal talent for career development. Also, Grupo Clarín's and Cablevision's Young Professionals Program was renewed, creating opportunities for professionals that are taking their first steps in their career paths.

 

In order to develop new skills and build up existing strengths, people need encouragement and support. In addition to increasing the number and variety of training options, during 2010, the Company continued efforts to extend and enhance the employee performance appraisal program in different categories. Although the program is still not extensively applied, during 2010, it reached three new subsidiaries and is growing in those in which it is already in place. For 2011 the Company is setting the goal of broadening its introduction to the rest of its main subsidiaries.

 

Grupo Clarín's employees and professionals can update and expand their knowledge and skills through several training programs, ranging from seminars and courses to graduate degrees and MBAs. Human Resources departments are in the process of consolidating individual training records and training hour's information

 

One of the main initiatives in this respect is the 'Corporate Training Program' which includes a wide variety of courses. A relevant aspect among current training options is that the Company pays special attention to training on new tools and technology developments, in order to properly prepare its workforce for the challenges the media sector is facing.

 

In addition, throughout the business units, there have been seminars and programs on quitting smoking, diseases, and other relevant topics, as well as special action campaigns regarding health and medical check-ups, with special focus on the preemptive measures against seasonal deceases. Also, the Group carries our several different activities designed to prevent job related accidents.

 

Grupo Clarín continued to explore alternatives of interaction or joint approach to common interest issues at the various levels of its value chain. Grupo Clarín focused on the implementation of systems and procedures aimed at the application of best practices for purchases, hiring, and contracting with suppliers, within a framework of supervision and transparency.

 

ENVIRONMENT

 

It is widely recognized that the media industry has a lower impact than most other industrial processes. Within the framework of an environmental management policy aimed at improving eco-efficiency, the Company and its subsidiaries primarily consume energy, wood, newsprint, cable and water and generate waste.

 

During 2010, the Company continued to take steps towards the measurement, planning and improvement of manufacturing processes to optimize results and address possible impacts. Progress was made in achieving the period's goals by introducing sustainable methods to obtain and use resources; implementing policies for investment in equipment and raising awareness for the adequate use of technology.

 

The United Nations Global Compact, signed by Grupo Clarín in 2004, also sets principles regarding environmental protection. Businesses are asked to:

 

(Principle 7) support a precautionary approach to environmental challenges;

(Principle 8) undertake initiatives to promote greater environmental responsibility;

(Principle 9) and encourages the development and diffusion of environmentally friendly technologies.

 

The present report reflects the global impact of the different subsidiaries where the Group has controlling or minority stakes, while indicating some specific effects with regards to the nature of the different business activities.

 

CONSUMPTION

Wood, Newsprint and Energy

 

A company that publishes newspapers and magazines with an integrated structure achieves a comprehensive view of product's life cycles. Through its subsidiaries and related companies, Grupo Clarín participates in the production of newsprint, which is then used as a raw material by some of its subsidiaries. Printed products can subsequently be recovered and reused via recycling processes to generate more newsprint.

 

The principal raw materials for the production of newsprint are fresh fiber from round wood and recovered paper.

 

In 2010, Papel Prensa, the paper mill in which Grupo Clarín owns a minority stake, consumed 344.178 tons of fresh fiber and 8.838 tons of recovered paper. The type of fiber source (Poplar, and Willow) depends upon the availability of materials, as well as economic considerations such as the minimization of transport distances and costs, which is a relevant economic and environmental consideration.

 

Nevertheless, it is important to mention that fresh fiber comes entirely from sustainable plantations.

This means that no native forests are involved or endangered. This is combined with continuing research on Salicaceae, related to their genetic improvement and also to ecologic and silvicultural aspects, done by means of agreements made with universities, research centers and experts, with the objective of increasing productivity, reducing costs and assuring the sustainability of the ecosystem.

 

The forestry division undertakes its activities with a sustainability strategy that involves the protection of biodiversity. Protected forestry areas and the banning of hunting activities have led to a sustained increase in bird fauna. These conditions allows for the development of several R&D programs, also in collaboration with universities, which include the introduction, protection and reproduction of certain endangered deer species for their proper and secure development.

 

Most of the other Company activities are undertaken in urban areas with no relation to natural areas, and complying with urban planning standards in force.

 

At the printing plants, paper and ink constitute the main material consumed. Most of the newsprint supply comes from Papel Prensa. The Company also follows established guidelines to ensure the provision of other materials, such as inks and other specific inputs, at quality levels compatible with international standards. At the Company's printing sites the stochastic printing style introduced in 2008 continues to be applied optimizing ink usage.

 

 

2010 2009 %Change

Paper 111,656 Tn 112,400 Tn -0.7%

Ink 2,412 Tn 2,335 Tn 3.2%

Aluminum plates 272 Tn 233 Tn 14.3%

 

Company qualified teams continuously strive to reduce consumption by identifying and adopting increasingly eco-efficient processes. During this period, the paper consumption decreased, which can be partially attributable to slightly lower circulation figures. The introduction of adjustments on the dimensions of newspapers made in previous years continues to shows its benefits in the use of paper and other materials.

 

The percentage of polybagging in the Company's newspapers and magazines continues to be of minor significance, although the use of polypropylene in some parts of the dispatching process is regularly assessed.

 

The primary resource used by Grupo Clarín and its subsidiaries is energy. Grupo Clarín's consumption comes from both direct and indirect sources; the indirect consumption comes from electricity taken from the grid. 

 

Direct and Indirect energy consumption by primary source:

 

2010 2009

Electricity 419.563 MWh 442,670 MWh

Natural Gas 29.898426 m3 33,688,892 m3

Gasoline 24.676 GJ 20,550 GJ

Fuel Oil 172.219 GJ 84,593 GJ

Gasoil 76.043 GJ 72,387 GJ

LP Gas 2563 GJ 2,887 GJ

 

Energy consumption is significant in the paper related and printing activities and, to a lesser extent, in the business units which operate with technology, such as cable television and Internet services, broadcasting, etc. In this area, some initiatives developed by Artear include the introduction of cold lighting in all new and renovated studios, in order to obtain a less than 5 times the regular consumption. During this period, the company invested in new equipment -manufactured within environmentally friendly parameters- in order to meet the needs of the generation and distribution of content in High Definition. Also, by the end of 2010, Artear has reached its goal to replace 100% of its live unit vehicles for low consumption vehicles, thus considerable reducing emissions.

 

Emissions and discharges

 

In terms of emissions, the main contributors to the Company's carbon footprint are print sites and the paper mill. Nevertheless, Grupo Clarín's indicators include other emissions such as those arising from transport and the daily use of its facilities. The Company is constantly exploring alternatives to improve processes and efficiency in these areas, and to continue to enhance the analysis and inventory of Co2 emissions generated by Grupo Clarín's activities.

 

2010 2009

Total CO2 direct emissions 79,954 Tn 79,866 Tn

 

Indirect emissions arising from electricity usage can only be calculated based on Argentina's energy matrix. The latest available information (CAMMESA, 2008/2009) shows the following breakdown:

 

Natural Gas 43.48%

Fuel Oil 6.45%

Gasoil 3.42%

Coal 1.76%

Hydraulic 36.20%

Nuclear 6.80%

Imports 1.80%

 

The primary strategies available to reduce greenhouse gas emissions is reducing the consumption or changing the energy sources. Increased use of renewable forms of fuel and bioenergy is a positive strategy. During 2009, Papel Prensa purchased a bark boiler that will allow the Company to set a goal of making additional savings in GHG emissions, while better managing waste. Thus, the decision was made to develop an emission reduction project (Clean Development Mechanism) which is in its initial phase.

 

Each Grupo Clarín subsidiary and related company identifies and manages waste production and disposal. In 2010, this management included the recycling of 9,096 tons of recuperated paper and cardboard, 43 tons of ink and the reuse of nearly 255 thousand cable modem units.

 

Contrary to the production of white paper, the newsprint manufacturing process does not involve the use of chlorine for bleaching. This results in a significantly lower chemical impact.

 

As part of the treatment of industrial waste from the printing process, the Company collects and separates other waste materials (ink, oils, greases and solvents), which are shipped to certified third parties for recycling and reuse. Aluminum plates used in printing can be 100% reused.

 

Hazardous waste is carefully handled and handed over to authorized waste management companies.

 

2010 2009

Urban or non-hazardous waste 53,219 Tn 54,115 Tn

Hazardous waste 622 Tn 619 Tn

 

Special care is also maintained regarding the handling of liquid effluents resulting from development processes, subjecting them to rigorous treatments and measurements before disposal. The main water usage, recycling and discharges are related to the paper mill. Since the beginning of its operations in 1978, Papel Prensa's investments have allowed it to reduce its water usage in more than 40%. Strict procedures are set in place to permanently asses and manage the quality of discharges. Routine testing validates compliance with nationwide regulation in terms of toxicity of the discharges.

 

In addition, Grupo Clarín continued to increase the contribution to the Garrahan Foundation through an office paper recycling program. This was combined with programs for reducing the use of paper in Company offices while seeking to optimise printing techniques, and renewed efforts to raise employee awareness regarding sustainability issues.

 

 

BUSINESS PROJECTIONS AND PLANNING

 

In the forthcoming years and as part of Argentina's challenge to achieve sustainable growth, Grupo Clarín seeks to maintain and consolidate its presence in the local market, both in the production and in the distribution of content.

 

Grupo Clarín's business units, along with the development of its core activities, will continue to work in order to seize opportunities, seeking to reinforce, improve and expand the range of products and services offered; increase market share; reach new audiences and promote permanent innovations.

 

Grupo Clarín will continue to focus on further optimizing the productivity and efficiency levels in all of its areas and companies, seeking to develop and apply the best practices related to each of these processes.

 

At a corporate level, it will continue to focus on the main processes that allow a sustainable, healthy and efficient growth from different perspectives: financial structure, management control, business strategy, human resources, innovation and corporate social responsibility. Grupo Clarín will continue to analyze alternative new ventures related to its mission and strategic objectives both in Argentina and abroad, as long as they add value to shareholders and are feasible and viable under the prevailing economic environment.

 

Grupo Clarín will continue to strengthen its consolidated commitment to traditional media, with a growing focus on the area of digital media and connectivity. To such end, the Company will leverage its strong presence in distribution networks, brand strength and, fundamentally, its broad experience in the production of content, recognized by the Spanish-speaking market for its quality, credibility and prestige.

 

In the hostile environment created by the current government towards the media, Grupo Clarín ratifies its determination to bring the necessary legal and administrative actions to safeguard its rights and those of its shareholders, while reinforcing once again its commitment towards its readers, audiences and the country. In its daily work, Grupo Clarín undertakes to assume with strength and responsibility the role 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, since these are pillars that extol the quality of democracy and the welfare of the Argentine society as a whole.

 

 

RISKS 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 diversification to help spread possible risks.

 

The Company relies on strong internal control and risk management systems. 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. 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. Although the trend was again reversed in 2010, Argentina's growth may not be sustainable in the future. Sustainable economic growth depends on a variety of factors, including international demand for Argentine commodities, stability and competitiveness of the Peso against foreign currencies, confidence of consumers and local and foreign investors and a low rate of inflation. A downturn in economic activity is likely to result in increased subscriber churn 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. The Argentine government's actions impacting the economy, including those in connection with inflation, interest rates, price control, exchange control and taxes, have affected and could continue to affect Argentine companies like ours. Presidential elections scheduled for October 23, 2011 may result in additional political and economic uncertainty and could adversely affect our financial performance.

 

Inflation, which stood at 10.9% for 2010 (INDEC information, although private estimates of inflation rates largely exceed those published by the INDEC) may continue to rise. A recent rise in public expenditure could further accelerate inflation, as could an adjustment of public service and utility rates. This may affect adversely the Argentine long-term credit markets as well as the Argentine economy generally. A contraction of the economy would also adversely affect our financial condition and results of operations.

 

The country's economy may be adversely and lengthily affected by economic developments in other markets. Furthermore, to date Argentina's ability to obtain financing from international markets remains limited.

 

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.

 

Legislation and Regulation

 

In October 2009, the Argentine Congress passed a new Audiovisual Communication Services Law that is intended to replace the general legal framework under which the audiovisual media industry operated in Argentina for practically three decades. The new Audiovisual Communication Services Law has been challenged by us and other parties in interest 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 discretional power to grant licenses and the application of penalties, among other controversial aspects. Since its enactment in October, 2009, several court rulings have been issued enjoining the application of the statute in its entirety in certain cases, or of certain of its provisions, in other cases. Two of these rulings have been reversed by the Supreme Court of Argentina and a court of appeals, respectively, but at least three injunctions that suspend specific sections of the law are still in effect.

 

If ultimately upheld by the judiciary, the application of the new legal and regulatory environment to our cable television, telecommunications and Internet and digital content operations may be disadvantageous to us, and will affect the manner in which we operate our business. Failure or delay in renewing our licenses or obtaining regulatory approvals may also influence the availability of our services to our customers.

 

In addition, in 2009 and 2010 the Argentine government took measures intended to rescind the authorization granted unanimously by the National Antitrust Commission in 2007 to the purchase by the Company and Fintech of shares representing Cablevision's capital stock, and Cablevision's purchase of interests in certain of our subsidiaries. The Argentine government has also taken measures to revoke the license under which Cablevision's renders internet services, and to set the price of its pay-television service according to a pricing formula, among others. Such measures, which we have challenged judicially, if upheld would materially adversely affect our business. We have obtained preliminary injunctions that have enjoined the government 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.

 

In Argentina, the legal system, including the Constitution, shields journalistic activities from regulation with the purpose of protecting 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.

 

Sector Development and Competition

 

The media industry is dynamic and undergoing 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 we are not able to adapt readily our operations. Also some of our activities cater to maturing markets.

 

While our analysis may not always be accurate, 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.

 

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 Audiovisual Communication Services Law we may be forced to 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. 

 

 

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. According to the Company's By-laws, the Board has ten permanent members and ten alternate members, appointed on an annual basis at the Regular Shareholders' Meeting. The By-laws also provide for the appointment of four independent directors, two permanent members and two alternate members, appointed in accordance with the requirements of National Securities Commission ("CNV").

 

Day-to-day decisions relating to Grupo Clarín's businesses are taken by an Executive Committee formed by three members, appointed and supervised by the Board of Directors.

 

Members of the Board of Directors

Héctor Horacio Magnetto Chairman

José Antonio Aranda Vice Chairman

Lucio Rafael Pagliaro Director

Alejandro Alberto Urricelqui Director

Jorge Carlos Rendo Director

Pablo César Casey Director

Muneer Satter Director

David Castelblanco Director

Mario Parrado Independent Director

Alberto César José Menzani Independent Director

 

Executive Committee

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 Regular Shareholders' Meeting. The Board of Directors, through an Audit Committee, is in charge of the ongoing oversight of all matters relating 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 proposed by any member of the Board of Directors and a majority of its members must meet the independence requirement set forth by the CNV.

 

Audit Committee

Mario Parrado Independent Director

Alberto César José Menzani Independent Director

Alejandro Alberto Urricelqui Director

 

Supervisory Committee

Raúl Antonio Morán Independent Permanent Member

Carlos A. P. Di Candia Independent Permanent Member

Miguel Maxwell Permanent Member

Hugo Ernesto López Independent Alternate Member

Martín Guillermo Ríos Alternate Member

Alberto López Carnabucci Alternate Member

 

To assist the Executive Committee in their daily duties, Grupo Clarín organizes its activities under an executive structure comprising: External Relations Division; Corporate Finance Division; Corporate Control Division; Corporate Strategy Division; Audiovisual Content Division; Corporate Human Resources Division; Corporate Affairs Division; Digital Content Division.

 

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, etc. The professional experience and background of the main managers are disclosed to the general public upon their designation.

 

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 polices for the specific purpose of 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 safeguard of the shareholders' equity, the reliability of financial information and the compliance with laws and regulations.

 

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.

 

Grupo Clarín has compensation arrangements with all of its 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 and prevailing market salaries The variable component is tied to performance during the fiscal year, of the objectives set at the beginning of the year. Grupo Clarín does not have any stock option plans in place for its personnel.

 

As mentioned in Note 13 to the parent company only Financial Statements, on January 1, 2008 Grupo Clarín began to implement a Long-term Savings Plan ("PALP") for certain executives of Grupo Clarín and its subsidiaries. Executives who adhere to such plan will contribute regularly a 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.

 

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 Eschange (LSE) - Ticker: GCLA

Bolsa de Comercio de Buenos Aires (BCBA) - Ticker: GCLA

 

GCLA (BCBA)

Price per share, December 31st 2010

Ps. 20.20

 

GCLA (LSE)

Price per GDS, December 31st 2010

US$ 10.20

 

Total Shares 287.418.584

Total GDS 143.709.292

 

Shareholder Structure

70.99% Controlling Shareholders

19.90% Free float

9.11% Goldman Sachs

 

Annual Shareholders' Meeting

 

On April 22, 2010, Grupo Clarín held the third Annual Regular Shareholders' Meeting since the Initial Public Offering of its shares. On this occasion, the shareholders reviewed and approved the accounting records for fiscal year No. 11 ended on December 31, 2009 and the performance and compensation of the members of the Board of Directors, the Supervisory Committee and the Audit Committee. Among other things, they reelected the permanent members and alternate members of the Board of Directors and said committees for the year 2010. The Company did not distribute dividends.

 

Dividend Policy

 

Grupo Clarín does not have a formal dividend policy governing the amount and payment of dividends or other distributions. According to its Bylaws and the Argentine Business Associations 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 annual ordinary 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.

 

Code of Corporate Governance

 

In addition to the aforementioned and in conformity with the CNV's decisions concerning the filing of the Code of Corporate Governance report (Resolution No. 516/07), Grupo Clarín prepared the report for the year under analysis, which is attached as an exhibit to this annual report.

 

SETTING UP OF RESERVES

 

Pursuant to the Argentine Business Associations Law and CNV's 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.

 

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 decreased by Ps. 95.6 million, from Ps 16.2 million (positive) to Ps 79.4 million (negative). This decrease is basically evidenced in the decrease in the Company's funds (the items Cash and Banks and Other Current Investments) in the amount of Ps 49.1 million, and the increase in current liabilities, mainly generated by new borrowings. The funds available and the funds derived from such borrowings were used mainly to prepay Sellers financing, which was disclosed under Non-current liabilities.

 

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 item Sellers financing was significantly reduced as a result of the prepayment mentioned in the previous paragraph.

 

The Statement of Operations as of December 31, 2010 recorded a net income of Ps. 533.7 million. Such income is basically derived from earnings of Ps 561.8 million derived 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. Balances and transactions with subsidiaries and affiliates are detailed in Note 4 to the Parent Company Only Financial Statements.

 

BOARD OF DIRECTORS' PROPOSAL

 

Finally, with respect to net income for the year, which was of Ps. 533,714,480, the Board of Directors of Grupo Clarín S.A. proposed at the Ordinary Shareholders' Meeting that the net income for fiscal year ended December 31, 2010 be distributed as follows:

 

 

To the Legal reserve:

 

Ps. 26,685,724

 

Distribution of dividends

 

Ps. 120,000,000

 

The balance to Retained earnings

 

Ps. 387,028,756

 

Subsequently to the end of the period, on April 28, 2011, Grupo Clarín held its General Annual Ordinary Shareholders Meeting. On that occasion, the shareholders considered and approved the 2010 Financial Statements and other related documentation and the performance and compensation of Directors, Supervisory Committee and Audit Committee. Also, they elected members of the Board of Directors and mentioned committees for fiscal year 2011, along with an external auditor. The Shareholders Meeting also approved the distribution of Ps.120 million as dividend payment.

 

DIRECTORS' RESPONSIBILITY STATEMENT

 

We confirm that to the best of our knowledge:

 

- the consolidated financial statements included with this annual report, prepared in accordance with US GAAP, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

 

- this annual report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

 

On behalf of the Board,

 

 

Alejandro Urricelqui

Chief Financial Officer

Grupo Clarín

Grupo Clarín S.A.

 

Exhibit to the Annual Report for fiscal year ended December 31, 2010. General Resolution No. 516/07 issued by the "Comisión Nacional de Valores" ("CNV", the Argentine Securities Commission) - Code of Corporate Governance.

 

This exhibit to the Annual Report outlines the corporate governance practices that Grupo Clarín S.A. ("the Company") maintains or has adopted, in line with its commitment to transparency towards investors and shareholders.

 

In the following sections, the Board of Directors explains its views and, in some cases, the views of the Company's main shareholders on several aspects of corporate governance. It is the Board of Directors intention that the Company's corporate governance practices not only meet legal requirements, but also conform to corporate governance recommendations that seek to combine effectively the desire to achieve results with the compliance with the corporate governance guidelines set by the Board.

 

For ease of interpretation and analysis of this exhibit, it is recommended that the order set forth under the abovementioned Resolution be followed.

 

Scope of application of the Code

 

1) Grupo Clarín S.A. does not customarily carry out transactions with the Company's shareholders or directors. The transactions carried out with affiliates, related companies, shareholders and directors are disclosed in the quarterly and annual financial statements, in accordance with accounting standards in force.

 

2) The Company's Bylaws include the corporate governance provisions required by effective legislation (such as the audit committee and the public offering regime). The Board of Directors is responsible for the adoption of general policies and strategies, which are updated based on the evolution of local and international trends. No provision included in the Company's Bylaws contradicts the existing recommendations on corporate governance. Regarding conflicts of interest, the Company fully conforms to the Argentine Business Associations Law and other applicable legislation.

 

General Information About the Board of Directors

 

3), 4) and 5) The Board of Directors is responsible for the Company's management and approves its overall policies and strategies. The daily decisions related to the Company's businesses, including the approval of specific policies set forth by General Resolution No. 516/07 and the verification of the implementation thereof, are the responsibility of an Executive Committee comprised by three members appointed by the Board from among its own members. The Executive Committee acts under the oversight of the Board of Directors.

 

The Board of Directors, through its Audit Committee, is in charge of the ongoing oversight of all matters relating to control information systems and risk management, and issues an annual report on these topics. The Executive Committee oversees the control tasks carried out by the Corporate Control Division; an area in charge of the independent control of the Company's operating management.

 

6) The members of the Company's Audit Committee may be proposed by any member of the Board of Directors and a majority of its members must meet the independence requirement set forth by the CNV. The members of the Audit Committee have experience in finance and operating management.

 

7) The Company's Bylaws provide for the election of ten permanent directors and ten alternate directors. The main shareholders have considered that this number is adequate considering the Company's size, the structure of its capital stock and the complexity inherent in its decision-making processes. According to the Bylaws, four independent directors, two permanent directors and two alternate directors shall be included in the Audit committee to guarantee compliance with applicable legislation. However, the Company's directors and main shareholders regularly review the number of independent directors and the creation of committees in addition to the Audit and the Executive Committees. To date, there is no plan in place to change the Board's structure in the short term. If the Board of Directors decides to increase the number of Board committees, the Company will take precautions to include the necessary number of independent directors.

 

8) In the Board of Directors' view, it is not particularly convenient for the Company to include former executives among its members, though the Company's main shareholders regularly review this alternative.

 

9) Certain members of the Board of Directors and the Supervisory Committee carry out functions in other companies. In practice, the performance of such other functions, particularly in companies which are not related to the Company, has not been found to cause inconveniences in the due compliance with the functions of such bodies. Should any inconvenience occur, the respective member of the Board or Supervisory Committee would not be reelected.

 

10) Given that the Board of Directors discloses its main activities and in view of the information made available to the shareholders on a regular basis, the Board considers that shareholders have all the elements necessary to approve or reject its performance at the meetings held on an informed basis, with no additional written self-assessment being necessary.

 

11) The Company's Human Resources Division, at the request of the Board, plans for and manages the training activities for the Board's members that also carry out executive functions in the Company, as well as the training activities for top tier managers. Such training includes the attendance by these officers to conferences and lectures related to the Company's businesses.

 

Directors' Independence

 

12) The Company has four independent directors, two permanent directors and two alternate directors, appointed in compliance with the CNV's rules and regulations.

 

At the time of appointment of such directors at the Shareholders' Meeting, the Board established compliance with the legal requirements, without the need for additional statements or representations by the proponents.

 

13) The overall criteria used to appoint managers are based on the background and experience in the position and the industry, the background of companies they have worked for, age, professional and moral suitability, etc. The professional experience and background of the main managers are disclosed to the general public upon their appointment.

 

14) According to the Bylaws, two permanent directors and two alternate directors must meet the independence requirements set forth by the CNV to guarantee that the majority of the Audit committee is comprised by independent directors. Independent directors are identified at the time of their appointment and on subsequent communications from the Company. The executive or non-executive status of directors will also be informed at the upcoming Shareholders' Meeting.

 

15) Independent directors may hold exclusive meetings during the exercise of their functions in the Audit committee. To date, the Board of Directors has not delegated the preparation of the agenda to an independent member.

 

Relationship with Shareholders

 

16) The Company maintains communication channels with the minority shareholders through the disclosure of relevant information in the stock exchanges where its shares and GDSs are listed and through information disclosed in the Company's website. The Company also communicates with its investors through its executives in charge of market relations and through regular informational meetings and conferences. The Company calls for shareholders' meetings, as set forth by the Argentine Business Associations Law.

 

17) The Company's management is in charge of the relationship with investors and shareholders and addresses their questions and concerns. It also provides public financial and operating information, provided such disclosure conforms to the law and does not affect the Company's strategy and forward-looking plans. Management issues quarterly reports and holds regular conference calls to discuss further information requested by investors and shareholders. These reports and files can be found on the Company's website.

 

18) The Company encourages the participation of minority shareholders at the meetings. It calls the meeting and distributes the agenda with sufficient anticipation, translated into English for shareholders domiciled abroad, through the GDS's depositary institution. The Company complies with the publication requirements set forth under current legislation (publication in the Official Gazette, a newspaper with high circulation and the bulletin of the Buenos Aires Stock Exchange) and with the publication in the Company's website.

 

19) As contemplated in the Company's Bylaws, the Company opted out of the mandatory tender offer rules set forth in Decree No. 677/01. However, the Bylaws set forth mechanisms to protect the minority shareholders' interests against certain scenarios involving the acquisition of the Company's shares. The Company also abides by current legislation in the event of a voluntary delisting or tender offer.

 

20) The Company has not adopted a fixed dividend policy establishing the amount and payment of dividends or other distributions. Four months after each year-end, the Company's Board of Directors submits the financial statements for approval at the Annual Shareholders' Meeting, where the allocation of the net income for the year is decided upon.

 

Relationship with the Community

 

21)  The Company has a website with sufficient and updated information, which may be easily accessed from multiple channels. The website includes contact information as well as several forms and mechanisms to gather concerns from the various users.

 

22)  The Company's website guarantees the confidentiality and integrity of the information contained therein. The site is hosted by the Company's own and exclusive Windows-based server, with restricted access. It has a 24-hour monitored firewall and the information integrity is secured through the safest measures available and through regular safety updates and audits. Content updates are made through a secured application with restricted access to authorized and trained personnel.

 

Committees

 

23) In the Board's view, the president of the Audit committee does not necessarily have to be an independent director to secure compliance with the goals to be achieved by such committee. According to effective legislation and the Company's Bylaws, a majority of the Audit Committee's members must be independent, even if the president of the committee is not. Therefore, the independent directors may make all relevant decisions.

 

24) In the Company's view, it is not necessary to have a specific policy in place concerning the rotation of the Supervisory Committee's members. As regards the rotation of the partner of the external audit firm, the Company follows the CNV's guidelines. In line with international practices, the Board of Directors does not require the rotation of the external audit firms. The Audit Committee periodically evaluates external auditors in terms of independence, know-how and performance, among other issues.

 

25) The members of the Company's Supervisory Committee are not involved in the external audit and do not belong to the firm rendering these services.

 

26) Certain members of the Board of Directors that also carry out managerial functions, along with the Company's executives, set forth the Company's compensation and benefit policies, following criteria in line with the expected results and goals, as well as conventional and legal limitations.

 

27) The Company's main shareholders regularly review the convenience of creating an Appointment and Corporate Governance Committee. The shareholders particularly review the extent to which the implementation of such committee would lead to a more favorable opinion on the Company's governance from the investors' standpoint, since its creation would entail a significant change in the current way of operating.

 

28) In line with its policies, the Company ensured that the appointment of the Board's members was free of any form of discrimination.

 

GRUPO CLARIN S.A.

 

 

 

 

 

 

 

CONSOLIDATED

FINANCIAL STATEMENTS

 

 

 

As of and for the years ended

December 31, 2010 and 2009

 

 

 

 

GLOSSARY OF SELECTED TERMS

 

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)

Antitrust Law..............................................

Law No. 25,156, as amended

APE..............................................................

Acuerdo preventivo extrajudicial (out-of-court restructuring agreement)

Argentine GAAP ........................................

Accounting principles generally accepted in Argentina

ARTEAR......................................................

Arte Radiotelevisivo Argentino S.A.

ASC………………………………………..

Accounting Standards Codification

Auto Sports……………………………….

Auto Sports S.A

Bariloche TV...............................................

Bariloche TV S.A.

BCBA...........................................................

Bolsa de Comercio de Buenos Aires (Buenos Aires Stock Exchange)

Broadcasting Law.....................................

Law No. 22,285 and its regulations

Cablevisión................................................

Cablevisión 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.

CMD.............................................................

Compañía de Medios Digitales S.A. (former PRIMA Internacional)

CNDC..........................................................

Comisión Nacional de Defensa de la Competencia (National Antitrust Commission)

CNV.............................................................

Comisión Nacional de Valores (Argentine Securities Commission)

COMFER.....................................................

Comité Federal de Radiodifusión (Federal Broadcasting Committee)

CPGB..........................................................

Comercializadora de Produtos Gráficos Brasileiros Ltda.

Dineromail ................................................

Dineromail, LLC

Editorial Atlántida......................................

Editorial Atlántida S.A.

FASB............................................................

Financial Accounting Standards Board

Fintech........................................................

Fintech Advisory, Inc, together with its affiliates

GCGC..........................................................

GC Gestión Compartida S.A.

GCSA Investments ..................................

GCSA Investments, LLC

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.

Holding Teledigital...................................

Holding Teledigital Cable S.A.

Ideas del Sur.............................................

Ideas del Sur S.A.

IESA.............................................................

Inversora de Eventos S.A.

IFRS……………………………………….

Internacional Financial Reporting Standards

IGJ................................................................

Inspección General de Justicia (Argentine Superintendency of Legal Entities)

Impripost ...................................................

Impripost Tecnologías S.A.

JPM..............................................................

JP Morgan Chase Bank, N.A.

LSE..............................................................

London Stock Exchange

Multicanal...................................................

Multicanal S.A.

OSA..............................................................

Oportunidades S.A.

PALP............................................................

Long-Term Savings Plan

Papel Prensa.............................................

Papel Prensa S.A.I.C.F. y de M.

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)

Ps. ...............................................................

Argentine Pesos

Radio Mitre.................................................

Radio Mitre S.A.

 

Raven........................................................

Raven Media Investments, LLC

SCI.............................................................

Secretaría de Comercio Interior (Secretariat of Domestic Trade)

SECOM......................................................

Secretaría de Comunicaciones (Argentine Secretariat of Communications)

SMC...........................................................

Secretaría de Medios de Comunicación (Media Secretariat)

Supercanal...............................................

Supercanal Holding S.A.

TATC..........................................................

Tres Arroyos Televisora Color 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.

US GAAP...................................................

Accounting principles generally accepted in the United States of America

VAT.............................................................

Value Added Tax

Vistone......................................................

Vistone S.A.

VLG............................................................

VLG Argentina, LLC

 

 

CONSOLIDATED BALANCE SHEETS

(In Ps. - unless otherwise stated)

 

As of December 31,

2010

2009

ASSETS

Current assets

Cash and cash equivalents

585,948,351

384,122,752

Trade receivables, net

957,538,754

759,772,280

Other receivables, net

369,370,665

307,592,997

Inventories

282,085,402

202,742,203

Other assets

25,299,003

7,412,222

Total Current assets

2,220,242,175

1,661,642,454

Trade receivables, net

1,102,833

2,007,532

Other receivables, net

209,362,087

181,389,852

Inventories

26,065,016

29,399,018

Investments in unconsolidated affiliates

295,867,137

298,725,887

Other long-term investments

1,117,346

1,099,540

Property, plant and equipment, net

2,765,294,270

2,209,617,467

Intangible assets, net

377,183,503

431,218,077

Other assets

11,547,172

-

Goodwill

3,169,526,536

3,166,653,198

Total Assets

9,077,308,075

7,981,753,025

LIABILITIES

Current liabilities

Accounts payable

827,672,365

642,822,086

Short-term debt and current portion of long-term debt

298,338,081

368,174,458

Salaries and social security payable

381,891,769

304,235,591

Taxes payable

475,773,369

356,043,834

Sellers financing

3,796,354

6,115,988

Other liabilities

93,736,432

71,630,378

Total Current liabilities

2,081,208,370

1,749,022,335

Accounts payable

20,742,671

21,813,108

Non current portion of long-term debt

2,265,017,994

2,314,556,456

Taxes payable

138,604,900

189,016,993

Sellers financing

1,127,017

116,250,465

Other liabilities

195,367,878

134,193,121

Provisions

151,347,261

112,184,122

Commitments and contingencies (Note 12)

Total liabilities

4,853,416,091

4,637,036,600

Shareholders' Equity

Common shares

Class A common shares Ps.1 par value per share, 75,980,304 shares authorized, issued and outstanding. Class B common shares Ps.1 par value per share, 186,281,411 shares authorized, issued and outstanding. Class C common shares Ps.1 par value per share, 25,156,869 shares authorized, issued and outstanding.

287,418,584

287,418,584

Additional paid-in capital

1,358,001,994

1,358,001,994

Retained earnings

1,105,103,548

537,025,127

Accumulated other comprehensive income

44,436,344

31,187,452

Total Grupo Clarín's shareholders' Equity

2,794,960,470

2,213,633,157

 

 

Equity attributable to noncontrolling interests

1,428,931,514

 

1,131,083,268

 

 

 

Total Shareholders' Equity

4,223,891,984

 

3,344,716,425

 

 

Total Liabilities and Shareholders' Equity

9,077,308,075

7,981,753,025

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF INCOME

(In Ps. - unless otherwise stated)

 

For the years ended December 31,

2010

2009

Net sales

7,503,164,238

6,438,890,419

Cost of sales (excluding depreciation and amortization)

(3,516,989,821)

(3,155,430,351)

Selling expenses (excluding depreciation and amortization)

(744,821,383)

(650,359,443)

Administrative expenses (excluding depreciation and amortization)

(910,285,752)

(736,088,368)

Depreciation of property, plant, equipment and other investments

(477,011,240)

(396,562,288)

Amortization of intangible assets and other assets

(81,503,464)

(85,221,517)

Goodwill impairment

-

(4,932,060)

Other results, net

(477,034)

10,829,282

Operating income

1,772,075,544

1,421,125,674

Financial results, net

(379,718,039)

(546,272,677)

Equity in earnings from unconsolidated affiliates

21,585,742

46,789,599

Income before income tax, tax on assets and noncontrolling interests

1,413,943,247

921,642,596

Income tax and tax on assets

(522,667,398)

(333,454,841)

Net income before allocation to noncontrolling interests

891,275,849

588,187,755

Less: Net income attributable to noncontrolling interests

(323,197,428)

(242,112,392)

Net income attributable to Grupo Clarín's common shareholders

568,078,421

346,075,363

 

 

 

Net income per common share:

Basic

1.98

1.20

Weighted average number of common shares outstanding:

Basic

287,418,584

287,418,584

Comprehensive income:

Net income

891,275,849

588,187,755

Other comprehensive income

(Foreign currency translation adjustments)

20,853,010

33,755,187

Total Comprehensive income

912,128,859

621,942,942

Less: Comprehensive income attributable to noncontrolling interests

(330,801,546)

(256,687,909)

Comprehensive income attributable to Grupo Clarín's common shareholders

581,327,313

365,255,033

 

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Ps. - unless otherwise stated)

 

 

For the years ended December 31,

2010

2009

Operating activities:

Net income before allocation to noncontrolling interests

891,275,849

588,187,755

Adjustments for non-cash and non-operating items:

Income tax and tax on assets

522,667,398

333,454,841

Accrued interest

118,980,862

146,913,318

Adjustments to reconcile net income to cash provided by operating activities

Depreciation of property, plant, equipment and other investments

477,011,240

396,562,288

Amortization of intangible assets and other assets

81,503,464

85,221,517

Goodwill impairment

-

4,932,060

Allowances for doubtful accounts

10,770,424

86,135,533

Setting up of provision for contingencies

56,520,051

32,100,088

Equity in earnings from unconsolidated affiliates

(21,585,742)

(46,789,599)

Other financial results

158,131,212

310,006,369

Loss (Gain) on sale of property, plant and equipment

477,034

(10,829,282)

Changes in assets and liabilities

Trade receivables

(239,818,332)

(225,816,206)

Other receivables

71,627,170

(19,332,188)

Inventories

(76,009,197)

(5,562,766)

Other assets

(2,158,852)

(1,088,549)

Accounts payable

178,512,889

54,224,858

Salaries and social security payable

77,817,057

45,038,097

Taxes payable

(152,644,887)

(108,555,171)

Other liabilities

29,404,403

18,086,857

Provisions

 

(23,278,763)

(20,744,488)

Payments of interest

(215,082,373)

(264,839,343)

Collections of interest

-

191,616

Collections of dividends

15,144,411

10,945,897

Income tax and tax on assets payments

(369,753,864)

(71,256,980)

Cash provided by operating activities

1,589,511,454

1,337,186,522

Investing activities:

Payments for the acquisition of property, plant and equipment

(977,464,636)

(641,061,003)

Payments for the acquisition of subsidiaries and unconsolidated affiliates, net of cash acquired

-

(720,570)

Impact to cash from deconsolidation

-

(10,362,392)

Payments for the acquisition of intangible assets

(27,114,442)

(23,808,025)

Proceeds from sale of property, plant and equipment and other investments

47,682

20,031,530

Restricted cash

-

(307,538)

Capital contributions in equity investees

(2,190,000)

(3,549,900)

Cash used in investing activities

(1,006,721,396)

(659,777,898)

Financing activities:

Loans obtained

83,272,121

139,567,144

Repayment of loans - Principal

(290,374,011)

(318,514,016)

Payments of financial instruments

(6,038,542)

(15,499,812)

Proceeds from financial instruments

-

22,361,317

Payments of sellers financing

(120,701,718)

(514,044,058)

Payments of dividends to noncontrolling interests

(71,856,228)

(22,083,167)

Cash used in financing activities

(405,698,378)

(708,212,592)

EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS

24,733,919

25,674,488

Increase (decrease) in cash and cash equivalents

201,825,599

(5,129,480)

Cash and cash equivalents at the beginning of the year

384,122,752

389,252,232

Cash and cash equivalents at the end of the year

585,948,351

384,122,752

 

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Ps. - unless otherwise stated)

 

 

For the years ended December 31,

2010

2009

Supplemental cash flow information

Acquisition of subsidiaries

Trade receivables

-

87,247

Other receivables

-

66,387

Property, plant and equipment, net

-

25,605

Accounts payable

-

(76,992)

Salaries and social security payable

-

(27,843)

Taxes payable

-

(4,790)

Other liabilities

-

(153,201)

Net value of assets consolidated

-

(83,587)

Goodwill

-

804,157

Payment for the acquisition of subsidiaries, net of cash acquired

-

720,570

Significant non-cash investing and financing activities

Financed acquisitions of property, plant and equipment

4,943,750

9,717,658

Financed disposal of subsidiaries

-

9,029,619

Dividends collected through debt settlement

9,205,411

-

 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND

OTHER COMPREHENSIVE INCOME

(In Ps. - unless otherwise stated)

 

Common Shares

 

Additional Paid-In Capital

Retained Earnings

Accumulated Other Comprehensive Income

Total Grupo Clarín's Shareholders' Equity

Noncontrolling interests

Total shareholders'

Equity

Shares

Amount

Balance at December 31, 2008

287,418,584

287,418,584

1,358,001,994

190,949,764

12,007,782

1,848,378,124

907,759,672

2,756,137,796

Dividends to noncontrolling interests

-

-

-

-

-

-

(22,083,167)

(22,083,167)

Foreign currency translation adjustments

-

-

-

-

19,179,670

19,179,670

14,575,517

33,755,187

Decrease in noncontrolling interests

-

-

-

-

-

-

(11,281,146)

(11,281,146)

Net income for the year

-

-

-

346,075,363

-

346,075,363

242,112,392

588,187,755

Balance at December 31, 2009

287,418,584

287,418,584

1,358,001,994

537,025,127

31,187,452

2,213,633,157

1,131,083,268

3,344,716,425

Dividends to noncontrolling interests

-

-

-

-

-

-

(71,856,228)

(71,856,228)

Foreign currency translation adjustments

-

-

-

-

13,248,892

13,248,892

7,604,118

20,853,010

Increase in noncontrolling interests

-

-

-

-

-

-

38,902,928

38,902,928

Net income for the year

-

-

-

568,078,421

-

568,078,421

323,197,428

891,275,849

Balance at December 31, 2010

287,418,584

287,418,584

1,358,001,994

1,105,103,548

44,436,344

2,794,960,470

1,428,931,514

4,223,891,984

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 (in Ps. - unless otherwise stated)

 

 

Note 1. Description of the business

 

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 controlled companies and equity investees, it is engaged primarily in the following business segments: a) Cable television and Internet access, b) Printing and publishing, c) Broadcasting and programming and d) Digital content and others.

 

 

Note 2. Summary of Significant Accounting Policies

 

Basis of presentation

 

In preparing these consolidated financial statements, the Company has followed accounting policies that are in accordance with US GAAP.

 

US GAAP differs in certain respects from Argentine generally accepted accounting principles applied by the Company in its statutory consolidated financial statements prepared in accordance with Argentine GAAP and in accordance with the rules and regulations of the CNV.

 

The consolidated financial statements include 100% of the assets, liabilities, revenues, expenses and cash flows of Grupo Clarín and all entities in which the Company has a controlling voting interest ("subsidiaries") required to be consolidated in accordance with US GAAP. When Grupo Clarín consolidates entities, the ownership interests of any minority parties are reflected as noncontrolling interests, and investment in entities in which the Company has 20% to 50% ownership, but not a controlling interest, are accounted for under the equity method. Intercompany accounts and transactions between consolidated entities have been eliminated in consolidation. The following chart includes the most significant consolidated subsidiaries as of each closing date (percentages show direct and indirect interest held by the Company).

 

December 31, 2010

December 31, 2009

Cablevisión (1)

59.9%

59.9%

 

PRIMA

59.9%

59.9%

AGEA

100.0%

100.0%

AGR

100.0%

100.0%

CIMECO

100.0%

100.0%

ARTEAR (2)

99.2%

99.2%

Pol-Ka

55.0%

55.0%

IESA

100.0%

100.0%

Radio Mitre

100.0%

100.0%

GCGC

100.0%

100.0%

CMD (3)

100.0%

100.0%

GC Services

100.0%

100.0%

GCSA Investments

100.0%

100.0%

 

(1) Includes Multicanal and Teledigital, which were merged into Cablevisión effective as of October 1, 2008 (see Note 12.2.c).

(2) % in votes amounts to 99.7%.

(3) Includes Clarín Global, which was merged into CMD effective as of January 1, 2009.

 

 

As a result of the situation described in Note 12.7.a), among other things, Papel Prensa has not issued its financial statements as of December 31, 2010 as of the date of these financial statements. To calculate the equity value of its investment in Papel Prensa, the Company has relied on the financial statements as of September 30, 2010 approved by Papel Prensa's Board of Directors on December 28, 2010 and on AGEA's estimate of the October-December 2010 results. However, the Company considers that any deviation between its estimates and the financial statements as of December 31, 2010 ultimately approved by Papel Prensa's Board of Directors will not have a material effect on these financial statements.

 

Noncontrolling Interests in Consolidated Financial Statements

 

On January 1, 2009, the Company adopted a new accounting guidance for noncontrolling interests in subsidiaries as issued by the FASB. The new accounting guidance establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred to as a minority interest, is a third-party ownership interest in the consolidated entity that should be reported as a component of equity in the consolidated financial statements. Among other requirements, the new guidance requires the consolidated statement of income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. The new guidance also requires disclosure on the face of the consolidated statement of income of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. The Company's consolidated financial statements were updated to reflect the reporting and disclosure requirements.

 

Consolidated Variable Interest Entities

 

The Company, through one of its indirect subsidiaries, has executed agreements with other non-related companies, for the purposes of rendering on behalf of and by order of such companies subscriber selling and installation services, collections, administration of subscribers, marketing and financial technical advising, and general business advising, with respect to cable television and Internet access activities in Uruguay. In accordance with ASC 810-10, these consolidated financial statements as of December, 31, 2010 include the assets, liabilities and results of these companies, disclosing the net effect in the items "Equity attributable to non-controlling interests", and "Net income attributable to non-controlling interest".

 

Use of estimates

 

US GAAP requires management to make estimates that affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses. The Company evaluates its estimates, including those related to tangible and intangible assets, doubtful accounts, inventories, provisions and income taxes, on an ongoing basis. The Company bases its estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Cash and cash equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value.

 

Cash in foreign currency is converted into Ps. at the exchange rate prevailing as of each year end.

 

Concentration of cash and credit risk

 

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, accounts receivable, and short-term investments. The Company maintains cash and cash equivalents and other financial investments with various high credit quality financial institutions, in order to mitigate the amount of credit exposure to any one institution. The Company has not experienced any significant losses in such accounts. The Company does not depend on any single customer.

 

The Company maintains reserves for potential credit losses based on impaired accounts, historical charge-off patterns and management judgment; historically such losses have not been significant and have been within management's expectations.

 

Allowance for doubtful accounts

 

The Company reviews its doubtful accounts on a monthly basis for estimated losses resulting from the inability of its customers to make required payments. The customer base in the cable television and Internet access segment is primarily residential in nature while the customer base of the publishing, printing and broadcast television operations involves a wide range of companies and, to a lesser extent, individuals.

The Company invoices most of its cable television and Internet access subscribers in advance. A majority of Argentine cable television subscribers pay their invoices in cash, and it encourages them to pay their monthly invoices by automatic credit card or bank account debits. The Company enforces a strict disconnection policy.

In determining the adequacy of allowances for doubtful accounts, the Company analyzes, among other things, historic bad debt experience, customer credit worthiness, current economic trends in Argentina and customer payment history.

Inventories

 

Inventories are valued at lower of cost (standards approximating the first-in, first out method) or market. Costs included in inventories are based on invoiced cost and/or production costs, as applicable. Included in production costs are material, direct labor and allocated overhead. The Company writes down inventories for the difference between the carrying value of the inventories and their estimated market value. If actual market conditions are less favorable than those projected by management, additional write-downs may be required.

Investments in unconsolidated affiliates

 

Investments in companies in which the Company has significant influence, but less than a controlling voting interest, are accounted for using the equity method. This is generally presumed to exist when the Company owns between 20% and 50% of the investee.

 

Property, plant and equipment, net

 

Property, plant and equipment are stated at cost. The cost of additions and substantial improvements to property, plant and equipment is capitalized. The cost of maintenance and repairs of property, plant and equipment is charged to operating expenses. Borrowing costs are capitalized as part of the cost of property, plant and equipment when the preparation of such assets for their intended use necessarily involves a substantial period of time. Other materials and equipment consisting mainly of networking infrastructure not related to additions or improvements are charged to profit or loss as consumed. Property, plant and equipment are depreciated using straight-line methods over their estimated economic lives.

 

Goodwill and Intangible assets, net

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Such fair values are determined by using primarily internal valuations, including discounted cash flows, external market values and others. Goodwill is not subject to amortization, but is subject to at least an annual assessment for impairment, applying a fair-value based test.

 

Intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are estimated by management based on the fair value of assets received. Identifiable intangible assets are mainly comprised of acquired subscriber portfolio, which is amortized over its useful life determined on the basis of the churn rate of such acquired portfolio. These useful lives range from approximately 7 to 10 years.

 

To improve disclosure, intangible assets now include some assets that used to be disclosed under the item Property, plant and equipment. They have been valued at acquisition cost, net of the related accumulated amortization. Intangible assets are amortized on a straight line basis, taking into account their estimated useful lives.

 

Impairment of Long-Lived Assets and Goodwill

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired on this basis, the impairment loss to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

 

Goodwill is reviewed at least annually for impairment. Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit. The fair values of the reporting units are estimated using a combination of the income or discounted cash flows approach and the market approach, which utilizes comparable companies' data. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss, if any.

 

The book value of these assets does not exceed their estimated recoverable value. Nevertheless, as mentioned in Note 20, theses estimations could be affected by the final outcome of the circumstances described in such note.

 

During 2009, the Company has reviewed, based on the term of certain contracts, the carrying value of the goodwill related to CPGB, and accounted for an impairment of approximately Ps. 5 million.

 

Other assets

 

Deferred charges have been valued at the amounts actually disbursed.

 

The other assets included in this item have been valued at acquisition cost, except for those assets with an agreed-upon sale price fixed under a contract, which have been valued at net realizable value. Where applicable, the value of improvements has been added, net of the related accumulated depreciation calculated on a straight-line basis, considering the estimated useful life of the asset. The asset value does not exceed its estimated recoverable value.

 

Revenue recognition

 

Revenue is recognized when persuasive evidence of an arrangement exists, the fees are fixed or determinable, the product or service has been delivered and collectability is reasonably assured. The Company considers the terms of each arrangement to determine the appropriate accounting treatment.

 

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

 

Subscriber fees and internet services are recognized as revenue in the period that the service is provided. Advertising revenues for cable television are recognized when the advertisement is aired and online advertising revenues are recognized over the period in which the advertisements are displayed.

 

·; Printing and Publishing

 

Advertising sales are determined by the prices achieved per single column centimeter (the advertising yield) and the number of advertising centimeters sold (advertising lineage) in the relevant period. Circulation sales include the price received from the sale of newspapers, magazines and other publications. Printing services sales consists mainly of fees received from the printing of magazines, books, supermarket leaflets and related products.

 

Advertising sales from newspapers and magazines is recognized when the advertisements are published. Revenues from the sale of newspaper and magazines are recognized upon passing control to the buyer. The Company records the estimated impact of residual returns as a deduction from revenues. In determining the estimate of the sales to be returned as of the end of each fiscal year, the Company uses historical return trends to calculate the amount. Revenues from printing services are recognized upon completion of the services and delivery of the related product and customer acceptance.

 

·; Broadcasting and Programming

 

Advertising revenues for television and radio stations are recognized when the advertisement is aired. Revenues from programming and distribution of television content for broadcast channels are recognized when the programming service is provided.

 

Barter transactions

 

The Company enters into transactions that either exchange advertising for advertising ("Advertising Barter") or advertising for other products and services ("Non-advertising Barter"). Advertising Barter transactions are recorded at the estimated fair value of the advertising given. Revenue from barter transactions is recognized when advertising is provided, and services received are charged to expense when used. Revenues for Non-advertising Barter transactions are recognized at the estimated fair value when the product is available for telecast and the advertising spots received under such contracts are either used or sold to third parties. Revenue from barter transactions is not material to the Company's consolidated statement of income for any of the fiscal years presented herein.

 

Advertising cost

 

Advertising costs are expensed as incurred. Advertising expenses in 2010 and 2009 totaled approximately Ps. 198.8 and Ps. 122.8 million, respectively.

 

Other Comprehensive Income

 

Other Comprehensive Income is reported on the accompanying consolidated statement of shareholders' equity and other comprehensive income and consists of income and other gains and losses affecting shareholders' equity that, under US GAAP, are excluded from net income. For the Company, such item includes the cumulative translation adjustment relating to the translation of the financial statements of the Company's foreign subsidiaries.

 

Fair value of financial instruments

 

The carrying amounts of cash, accounts receivable and short-term obligations approximate their fair values, because of the short-term maturities of these instruments.

 

The fair value of non-current long-term debt and sellers financing was estimated based on the current rates available to the Company for the debt of similar remaining maturities. Fair value of derivative financial instruments represents the estimated amount that would have been required to terminate the contracts. The estimated fair values of financial instruments (amounts stated in millions of Ps.) are as follows, except for those financial instruments noted above for which the carrying values approximate their fair values:

 

2010

2009

Carrying amount

Fair value

Carrying amount

Fair value

Long-term debt

2,265

1,926

2,315

1,836

Sellers financing

1

1

116

103

Foreign currency translation

 

Management has determined that for all of the Company's foreign operations the local currency is their functional currency. Accordingly, these foreign subsidiaries translate assets and liabilities from their local currencies to Ps. using year end exchange rates while income and expense accounts are translated at the average rates in effect during the year. The resulting translation adjustment is recorded as part of Other Comprehensive Income, a component of shareholders' equity. Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings. Net foreign currency transaction (losses) gains are included in the consolidated statements of income under the caption "Financial results, net" and amounted to Ps. (126.9) and Ps. (272.7) million for the years ended December 31, 2010 and 2009, respectively.

 

Derivative financial instruments

 

The Company enters into derivative contracts for the sole purpose of securing the future cash flows of its fixed-rate and/or USD-denominated debt. Grupo Clarín does not enter into derivative contracts for speculative purposes. Refer to Note 16 for additional information.

 

Receivables and liabilities generated by derivatives have been valued at their estimated fair value. Changes in fair value have been recognized as result for the year.

 

Fair value measurements

The following table shows the Company's financial assets measured at fair value on a recurring basis as of December 31, 2010, based on their fair value hierarchy:

Balances as of December 31, 2010

Quoted prices in active markets (Level 1)

Significant other observable inputs (Level 2)

Assets

Cash and cash equivalents

Money market funds

183,712,486

183,712,486

Other receivables, net

Interest rate swaps

37,348,003

37,348,003

 

Financial assets are valued using quoted prices in active markets, for money market funds (Level 1), and readily-available pricing sources for comparable instruments, for interest rate swaps (Level 2). As of December 31, 2010, the Company did not have any assets or liabilities without observable market values that would require a high level of judgment to determine fair value (Level 3 assets).

 

Derivative financial instruments are valued using pricing models. Pricing models take into account the contract terms as well as multiple inputs where applicable, such as equity prices, interest rate yield curve, option volatility and currency rates.

 

As of December 31, 2010, the carrying value of the Company's cash and cash equivalents other than money market funds, which was held primarily in bank deposits, approximated their fair value. There were no financial liabilities measured at fair value. The Company held no direct investments in auction rate securities, collateralized debt obligations, structured investment vehicles or mortgage-backed securities.

 

Income tax and tax on assets

 

The Company accounts for income tax following the liability method of accounting which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets are also recognized for tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets or liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when, based on the available evidence, it is more likely than not that all or a portion of the Company's deferred tax assets will not be realized. The Company's income tax expense consists of taxes currently payable, if any, plus the change during the period in the Company's deferred tax assets and liabilities.

 

Tax on assets is supplementary to income tax. While income tax is levied on the taxable income for the year, tax on assets is imposed on the potential income from certain productive assets at the rate of 1%. Therefore, the Company's tax liability shall be equal to the higher of both taxes. However, if tax on assets exceeds income tax in any given fiscal year, the excess may be creditable against any excess of income tax over tax on assets in any of the following ten years.

 

Tax on assets balance has been capitalized under the caption Other non-current receivables, since the Company has estimated, based on its current business plans, that the outstanding balance will be recoverable within the statute of limitations.

 

Uncertainty in Income Taxes

 

As of December 31, 2010, income tax filings corresponding to fiscal years 2005 through 2009 could be subject to examination by the AFIP. The Company classifies interest and penalties in the consolidated statements of income in Other financial results.

 

Troubled debt restructurings

 

The Company accounts for debt restructurings in accordance with provisions related to troubled debt restructurings. US GAAP requires that a debtor should (a) recognize a gain or loss by reducing the carrying amount of the debt by the fair value of the assets or equity interest transferred, and (b) account for the remainder of the restructuring as a modification of debt terms. When the terms of a debt are adjusted in a troubled-debt restructuring, the total amount of the future cash payments should be determined. If the carrying amount of debt is less than the aggregate future cash payments required by the new debt term, the debtor should amortize the difference over the life of the new debt as interest expense using the effective interest method. No gain or loss is recognized in the period of extinguishments. If the carrying amount of debt is greater than the aggregate future cash payments required by the new debt term, the debtor should reduce the carrying value of debt to an amount equal to the total future cash payments and recognize the reduction an extraordinary gain. No interest expense should be recorded.

 

Recent Accounting Pronouncements

 

No recently issued accounting pronouncements are applicable to the Company.

 

Note 3. earnings per share

 

Basic net income per share for the Company's common shares is computed by dividing Grupo Clarin's net income available to common shareholders attributable to common shares for the year by the weighted average number of common shares outstanding during the year.

 

Net income per common share for the years ended December 31, 2010 and 2009 is as follows:

 

Year ended December 31,

2010

2009

Net income attributable to Grupo Clarín available to common shareholders for Basic earnings per common share

568,078,421

346,075,363

Weighted average number of common shares outstanding

for Basic earnings per common share

287,418,584

287,418,584

Basic net income per common share

1.98

1.20

 

For the years ended December 31, 2010 and 2009 there were no outstanding instruments that through conversion or exercise could result in an increase of common shares with either dilutive or anti-dilutive effect.

 

 

 

Note 4. Breakdown of certain balance sheet accounts

 

Investments in unconsolidated affiliates

As of December 31,

2010

2009

Papel Prensa

137,735,937

 134,883,312

Impripost

10,574,747

9,360,882

Ideas del Sur

16,979,068

18,129,043

TRISA

46,761,939

34,474,446

TSC

4,988,625

12,284,544

Ver TV S.A.

15,656,651

15,656,651

Dineromail (1)

-

10,948,000

TPO

10,822,223

10,822,223

TATC

5,847,539

4,942,522

TSMA

10,060,515

10,060,515

Other investments

36,439,893

37,163,749

295,867,137

298,725,887

 

(1) As of December 31, 2010, according to the information mentioned in Note 22.c), the interest held in Dineromail is disclosed under Other Assets (current).

 

Interest in capital and votes

Unconsolidated affiliates

Main activity

2010

2009

Papel Prensa

Paper manufacture

49.00%

49.00%

Impripost

Printer

50.00%

50.00%

Ideas del Sur

Production of television programmes

30.00%

30.00%

TRISA

Production and exploitation of sports events

50.00%

50.00%

TSC

Exploitation of transmission rights of sports events

50.00%

50.00%

Ver TV S.A.

Cable operator

49.00%

49.00%

 

 

Trade receivables, net

 

Trade receivables, net consist of:

As of December 31,

2010

2009

Current

Trade receivables

1,069,634,204

890,585,837

Less: Allowance for doubtful accounts

(112,095,450)

(130,813,557)

957,538,754

759,772,280

Non Current

Trade receivables

1,102,833

2,007,532

1,102,833

2,007,532

 

 

Other receivables, net

Other receivables, net consist of:

As of December 31,

2010

2009

Current

Reserve account

71,436,282

54,763,526

Deferred tax assets

54,374,289

42,763,376

Tax credits

54,576,609

72,182,686

Court-ordered and guarantee deposits

9,522,069

6,595,676

Prepaid expenses

44,268,442

35,827,919

Advance payments

39,438,508

36,458,797

Related parties

17,694,948

18,078,663

Dividends receivable

-

8,719,412

Derivatives

37,348,003

-

Other receivables

12,013,634

12,046,281

Others

29,366,904

21,676,607

Subtotal

370,039,688

309,112,943

Less: Allowance for other doubtful accounts

(669,023)

(1,519,946)

369,370,665

307,592,997

Non Current

Deferred tax assets

144,210,634

81,237,115

Tax credits

21,600,642

14,569,506

Guarantee deposits

883,017

650,067

Prepaid expenses

10,265,611

22,558,913

Advances to personnel

1,966,694

1,287,463

Derivatives

-

26,906,186

Related parties

16,469,128

5,980,641

Others

13,966,361

28,199,961

209,362,087

181,389,852

 

Inventories

Inventories consist of:

As of December 31,

2010

2009

Current

Film products and rights

50,408,628

37,723,793

Finished goods

15,801,846

11,993,383

Products in process

2,161,336

1,604,810

Raw materials and supplies

182,733,010

137,124,893

Others

987,735

240,324

Subtotal

252,092,555

188,687,203

Advances to suppliers

29,992,847

14,055,000

282,085,402

202,742,203

Non Current

Film products and rights

21,340,016

26,699,018

Subtotal

21,340,016

26,699,018

Advances to suppliers

4,725,000

2,700,000

26,065,016

29,399,018

 

 

Accounts payable

 

Accounts payable consist of:

As of December 31,

2010

2009

Current

Suppliers

751,440,453

583,606,147

Related parties

76,231,912

59,215,939

827,672,365

642,822,086

Non Current

Suppliers

20,742,671

21,813,108

20,742,671

21,813,108

 

Other liabilities

Other liabilities consist of:

As of December 31,

2010

2009

Current

Advances from clients

44,662,302

27,448,573

Related parties

1,143,216

211,210

Dividends payable

2,008,066

2,724,908

Derivatives

-

3,748,000

Others

45,922,848

37,497,687

93,736,432

71,630,378

Non Current

Deferred tax liabilities

185,839,336

122,246,255

Related parties

438,782

-

Guarantee deposits

1,975,323

5,601

Others

7,114,437

11,941,265

195,367,878

134,193,121

 

 

Note 5. Goodwill and Intangible assets, net

 

The breakdown of Goodwill is as follows:

As of December 31, 2009

Acquisitions, dispositions and other adjustments

As of December 31, 2010

Cablevisión (1)

2,875,684,208

2,766,098

(2)

2,878,450,306

PRIMA

1,835,769

-

1,835,769

CIMECO and subsidiaries

234,169,393

-

234,169,393

Telecor

18,854,954

-

18,854,954

Grupo Carburando

12,053,573

-

12,053,573

Pol-ka

8,975,764

-

8,975,764

Telba

1,929,235

-

1,929,235

Bariloche TV

1,844,621

-

1,844,621

Others

11,305,681

107,240

11,412,921

3,166,653,198

2,873,338

3,169,526,536

 

 

 

As of December 31, 2008

Acquisitions, dispositions and other adjustments

As of December 31, 2009

Cablevisión (1)

2,866,540,661

9,143,547

(2)

2,875,684,208

PRIMA

1,835,769

-

1,835,769

CIMECO and subsidiaries

234,169,393

-

234,169,393

CPGB

4,932,060

(4,932,060)

(3)

-

Telecor

18,854,954

-

18,854,954

Grupo Carburando

13,069,775

(1,016,202)

12,053,573

Pol-ka

8,975,764

-

8,975,764

Telba

1,929,235

-

1,929,235

Bariloche TV

1,844,621

-

1,844,621

Others

10,501,526

804,155

11,305,681

3,162,653,758

3,999,440

3,166,653,198

 

(1) Includes goodwill corresponding to Multicanal and Teledigital, companies merged into Cablevisión as of October 1, 2008 (see Note 12.2.c).

(2) Impact to goodwill mainly from foreign currency translation adjustments on subsidiaries.

(3) See Note 2 "Impairment of Long-Lived Assets and Goodwill".

 

The components of Goodwill by segments are as follow:

 

As of December 31,

2010

2009

Cable television and Internet access

2,880,286,075

2,877,519,977

Printing and publishing

242,504,634

242,397,394

Broadcasting and programming

43,658,147

43,658,147

Digital content and others

3,077,680

3,077,680

3,169,526,536

3,166,653,198

 

The breakdown of Intangible assets, net is as follows:

 

As of December 31, 2010

Gross

Accumulated amortization

Net

Editing / exploitation rights

55,619,300

(30,984,279)

24,635,021

Subscriber portfolio acquired

597,779,076

(309,056,758)

288,722,318

Trademarks and patents

17,020,739

(6,012,080)

11,008,659

Others

95,840,523

(43,023,018)

52,817,505

766,259,638

(389,076,135)

377,183,503

 

As of December 31, 2009

Gross

Accumulated amortization

Net

Editing / exploitation rights

56,288,570

(27,122,929)

29,165,641

Subscriber portfolio acquired

597,779,076

(242,954,986)

354,824,090

Trademarks and patents

16,563,724

(5,361,151)

11,202,573

Others

67,603,862

(31,578,089)

36,025,773

738,235,232

(307,017,155)

431,218,077

 

The amortization expense is estimated in approximately Ps. 71.0, Ps. 70.7, Ps. 67.1, Ps. 48.3 and Ps. 39.7 for fiscal years 2011 through 2015, respectively.

 

 

Note 6. Business combinations

 

CIMECO

 

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.

 

Other acquisitions

 

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.

 

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 joint control. These transactions are subject to administrative approvals.

 

Distribution of dividends of subsidiaries

 

On April 30, 2010, Cablevisión's (controlled subsidiary) Shareholders' Meeting decided to distribute dividends in the amount of Ps. 145 million, out of which approximately Ps. 58 million belong to the non-controlling interest of such company.

 

On April 25, 2011, Cablevisión's Shareholders' Meeting decided to distribute dividends in the amount of Ps. 405 million, out of which approximately Ps. 162 million belong to the non-controlling interest of such company.

 

 

Note 7. Property, plant and equipment, NET

 

The breakdown of Property, plant and equipment, net is as follows:

As of December 31,

Estimated useful lives (years)

2010

2009

Land and buildings

363,747,399

362,548,597

50

Furniture and fixture

61,143,203

55,387,179

10

Telecommunication, audio and video equipment

129,563,220

117,584,827

3

External network and broadcasting equipment

2,269,809,364

1,537,809,622

14

Computer equipment and software

384,497,298

292,819,696

4

Technical equipment

57,373,765

46,745,449

10

Workshop machinery

432,802,596

279,919,495

10

Tools

38,088,355

26,844,800

4

Spare parts

26,511,668

22,419,570

5

Installations

357,473,144

331,155,671

10

Vehicles

119,611,648

108,837,807

5

Plots

11,201,328

10,664,009

5

Leased assets

117,379

117,379

5

Leasehold improvements

20,938,806

17,754,585

3

Other materials and equipment

444,560,976

365,553,633

-

Construction in progress

163,388,342

232,340,239

-

Advances to suppliers

32,800,260

13,350,053

-

Subtotals

4,913,628,751

3,821,852,611

Less accumulated depreciation

(2,148,334,481)

(1,612,235,144)

2,765,294,270

2,209,617,467

 

 

Note 8. financial RESULTS, NET

 

Financial results, net, consist of:

Year ended December 31,

2010

2009

Interest income

17,869,658

19,326,668

Interest expense

(137,288,124)

(166,239,986)

Exchange differences

(126,949,054)

(272,669,826)

Others

(133,350,519)

(126,689,533)

(379,718,039)

(546,272,677)

 

 

 

 

Note 9. Segment information

 

US GAAP requires that a public business enterprise report financial and descriptive information about its reportable operating segments. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker in deciding how to allocate resources and in assessing performance.

 

The Company is mainly engaged in media and entertainment activities, which are carried out through the companies in which it holds a participating interest. Therefore, the following business segments have been identified:

 

- Cable Television and Internet Access: basically comprised of the operations of its subsidiary Cablevisión and its subsidiaries, mainly PRIMA.

 

- Printing and publishing: basically comprised of the operations of its subsidiary AGEA and its subsidiaries AGR, Tinta Fresca and CIMECO and its subsidiaries, and its equity investment in Papel Prensa (see Note 2 "Basis of Presentation").

 

- Broadcasting and programming: basically comprised of the operations of its subsidiaries ARTEAR, IESA and Radio Mitre, and their respective subsidiaries, including Telecor, Telba, Pol-ka, Auto Sports (1), Grupo Carburando, and their equity investments in Ideas del Sur, TRISA and TSC.

 

- Digital Content and Others: basically comprised of the operations of its controlled companies CMD and subsidiaries, and OSA. Additionally, this segment includes the Company's own operations (typical of a holding) and those carried out by its controlled company GCGC.

 

(1) During the year ended December 31, 2010, Automóviles Deportivos 2000 S.A. changed its corporate name to Auto Sports S.A.

The following tables summarize the information as of December 31, 2010 and 2009 for each of the business segments identified by the Company:

 

Cable television and Internet access

Printing and publishing

Broadcasting and programming

Digital content and others

Eliminations

Total

 

 

INFORMATION ARISING FROM CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2010

 

Net sales to third parties

4,910,116,724

1,612,198,700

877,090,667

103,758,147

-

7,503,164,238

Intersegment net sales

6,797,697

127,540,010

69,366,499

137,139,779

(340,843,985)

-

Net sales

4,916,914,421

1,739,738,710

946,457,166

240,897,926

(340,843,985)

7,503,164,238

Cost of sales (excluding depreciation and amortization)

(2,014,481,316)

(920,542,693)

(582,008,517)

(92,157,679)

92,200,384

(3,516,989,821)

Selling expenses (excluding depreciation and amortization)

(498,347,799)

(284,764,395)

(38,800,145)

(57,777,740)

134,868,696

(744,821,383)

Administrative expenses (excluding depreciation and amortization)

(543,424,447)

(236,295,392)

(138,547,422)

(105,793,396)

113,774,905

(910,285,752)

Depreciation of property, plant and equipment and other investments

(403,072,359)

(42,808,147)

(23,050,697)

(8,080,037)

-

(477,011,240)

Amortization of intangible assets and other assets

(68,893,916)

(2,555,018)

(5,731,664)

(4,322,866)

-

(81,503,464)

Other results, net

-

-

(477,034)

-

-

(477,034)

Operating Income (loss)

1,388,694,584

252,773,065

157,841,687

(27,233,792)

-

1,772,075,544

Financial results, net

(298,796,891)

(42,017,506)

(22,711,727)

(16,191,915)

-

(379,718,039)

Equity in earnings (losses) from unconsolidated affiliates

6,931,886

2,435,609

13,173,274

(955,027)

-

21,585,742

Income (loss) before income tax and tax on assets

1,096,829,579

213,191,168

148,303,234

(44,380,734)

-

1,413,943,247

Income tax and tax on assets

(393,894,861)

(76,829,370)

(49,076,073)

(2,867,094)

-

(522,667,398)

Net income (loss) before allocation to noncontrolling interests

702,934,718

136,361,798

99,227,161

(47,247,828)

-

891,275,849

Less: Net income attributable to noncontrolling interests

(311,691,252)

(4,912,631)

(6,060,435)

(533,110)

-

(323,197,428)

Net income (loss) attributable to Grupo Clarin´s shareholders

391,243,466

131,449,167

93,166,726

(47,780,938)

-

568,078,421

 

 

INFORMATION ARISING FROM CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2010

 

Total Assets

6,615,394,663

1,445,136,223

872,083,376

235,841,876

(91,148,063)

9,077,308,075

Investments in unconsolidated affiliates

50,703,913

161,451,800

81,457,461

2,253,963

-

295,867,137

Total Liabilities

3,418,798,177

815,398,293

488,452,164

221,915,520

(91,148,063)

4,853,416,091

 

 

ADDITIONAL CONSOLIDATED INFORMATION AS OF DECEMBER 31, 2010

 

Payments for the acquisition of property, plant and equipment

881,386,623

48,852,110

27,841,986

19,383,917

-

977,464,636

Payments for the acquisition of intangible assets

17,825,763

3,429,151

89,794

5,769,734

-

27,114,442

 

 

Cable television and Internet access

Printing and publishing

Broadcasting and programming

Digital content and others

Eliminations

Total

 

 

INFORMATION ARISING FROM CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2009

 

Net sales to third parties

4,215,486,046

1,389,289,336

766,135,264

67,979,773

-

6,438,890,419

Intersegment net sales

4,364,145

106,562,017

60,453,403

124,276,345

(295,655,910)

-

Net sales

4,219,850,191

1,495,851,353

826,588,667

192,256,118

(295,655,910)

6,438,890,419

Cost of sales (excluding depreciation and amortization)

(1,850,756,966)

(797,889,766)

(514,338,450)

(72,947,420)

80,502,251

(3,155,430,351)

Selling expenses (excluding depreciation and amortization)

(401,756,618)

(233,744,435)

(80,689,402)

(48,204,264)

114,035,276

(650,359,443)

Administrative expenses (excluding depreciation and amortization)

(463,377,444)

(183,235,939)

(118,750,168)

(71,843,200)

101,118,383

(736,088,368)

Depreciation of property, plant and equipment and other investments

(338,764,447)

(28,440,312)

(23,257,731)

(6,099,798)

-

(396,562,288)

Amortization of intangible assets and other assets

(69,046,045)

(2,743,318)

(10,191,643)

(3,240,511)

-

(85,221,517)

Goodwill impairment

-

(4,932,060)

-

-

-

(4,932,060)

Other results, net

10,829,282

-

-

-

-

10,829,282

Operating Income (loss)

1,106,977,953

244,865,523

79,361,273

(10,079,075)

-

1,421,125,674

Financial results, net

(410,681,073)

(60,918,922)

(29,709,344)

(44,963,338)

-

(546,272,677)

Equity in earnings (losses) from

unconsolidated affiliates

17,111,422

3,355,393

27,391,476

(1,068,692)

-

46,789,599

Income (loss) before income tax and tax on assets

713,408,302

187,301,994

77,043,405

(56,111,105)

-

921,642,596

Income tax and tax on assets

(225,723,462)

(69,894,019)

(19,975,671)

(17,861,689)

-

(333,454,841)

Net income (loss) before allocation to noncontrolling interests

487,684,840

117,407,975

57,067,734

(73,972,794)

-

588,187,755

Less: Net income attributable to noncontrolling interests

(232,839,452)

(5,642,024)

(3,328,823)

(302,093)

-

(242,112,392)

Net income (loss) attributable to Grupo Clarin´s shareholders

254,845,388

111,765,951

53,738,911

(74,274,887)

-

346,075,363

 

INFORMATION ARISING FROM CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2009

 

Total Assets

5,777,208,009

1,285,146,410

742,667,404

241,599,602

(64,868,400)

7,981,753,025

Investments in unconsolidated affiliates

52,695,937

156,561,297

76,261,909

13,206,744

-

298,725,887

Total Liabilities

3,188,111,314

767,436,303

426,449,856

319,907,527

(64,868,400)

4,637,036,600

 

 

ADDITIONAL CONSOLIDATED INFORMATION AS OF DECEMBER 31, 2009

 

Payments for the acquisition of property, plant and equipment

556,549,628

47,657,884

26,913,444

9,940,047

-

641,061,003

Payments for the acquisition of intangible assets

15,861,612

3,039,017

59,939

4,847,457

-

23,808,025

 

NOTE 10. SHAREHOLDER'S EQUITY

 

Upon the Company's initial public offering in October 2007, the Company's capital stock was set atPs. 287,418,584, represented by:

 

- 75,980,304 registered non-endorsable Class A common shares, with nominal value of Ps. 1 each and entitled to 5 votes per share.

 

- 186,281,411 book-entry Class B common shares, with nominal value of Ps. 1 each and entitled to 1 vote per share.

 

- 25,156,869 registered non-endorsable Class C common 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 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, which trading was suspended due to restrictions on transfers set forth in the Company's Bylaws. Also in the last quarter of 2007, the Company was granted authorization for the listing of its GDSs on the LSE. Each GDS represents two of the Company's Class B common shares.

 

 

Note 11. Income tax

 

Current and deferred income taxes provided are as follows (amounts stated in thousands of Ps.):

 

For the years ended December 31,

2010

2009

Current

(529,234)

(292,211)

Deferred

10,992

(43,274)

Income tax

(518,242)

(335,485)

Tax on assets

(4,425)

2,030

Total

(522,667)

(333,455)

 

The following table summarizes the reconciliation between the income tax charged to income for the years ended December 31, 2010 and 2009 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 on income for each year (amounts stated in thousands of Ps.):

 

For the years ended December 31,

2010

2009

Income tax assessed at the current tax rate (35%) on income before income taxes, tax on assets and noncontrolling interests

(494,880)

(322,575)

Permanent differences:

Equity in earnings from unconsolidated affiliates

7,555

16,376

Non-deductible expenses

(25,254)

(21,191)

Others

604

9,017

Effect of changes in the allowance of deferred tax asset and tax loss carryforward

(6,267)

(17,112)

Income tax

(518,242)

(335,485)

 

The following table shows the breakdown of net deferred tax position as of December 31, 2010 and 2009, respectively (amounts stated in thousands of Ps.):

 

As of December 31,

2010

2009

Deferred Assets (Liabilities)

Tax loss carryforward

39,852

34,382

Trade receivables

42,800

27,947

Property, plant and equipment

(64,583)

(39,506)

Intangible assets

(103,659)

(117,939)

Other assets

(3,884)

(1,832)

Other investments

7,828

7,942

Short and long-term debt

67,539

73,370

Provisions

36,643

34,456

Others

16,964

7,038

Subtotal

39,500

25,858

Allowance for deferred tax asset

(26,754)

(24,104)

Net deferred tax position

12,746

1,754

 

As of December 31, 2010 and 2009, the Company presents current deferred tax assets of Ps. 54.4 million and Ps. 42.8 million, respectively and non-current deferred tax assets of Ps. 144.2 million and Ps. 81.2 million, respectively. The Company also presents non-current deferred tax liabilities of Ps. 185.8 million andPs. 122.2 million as of December 31, 2010 and 2009, respectively.

 

The Company has assessed the recoverability of its deferred tax assets as of December 31, 2010 and believes that it is more likely than not that the deferred tax assets, net of the valuation allowance, will be realized through future taxable income.

 

As of December 31, 2010, the Company's accumulated tax losses amount to approximately Ps. 113.9 million, which calculated at the current tax rate, represent deferred tax assets in the amount of approximatelyPs. 39.9 million. The following table shows a breakdown of accumulated tax losses according to their respective year of expiration pursuant to applicable statutes of limitations (amounts stated in thousands of Ps.):

 

 

 

Year of expiration

Tax loss carryforward

2010

10,847

2011

16,623

2012

25,206

2013

32,472

2014

25,414

2015

3,302

113,864

 

 

Note 12. Commitments and Contingencies

 

12.1 Restrictions, surety and guarantees

 

The Company has executed guarantees with the banks involved in the swap contracts specified in the first paragraph of Note 16 in order to fully, unconditionally and irrevocably guarantee the timely payment of all obligations arising from said contracts.

 

The Company assigned the proceeds, if any, of certain foreign currency forward contracts for a nominal amount of USD 2 million in guarantee for the fulfillment of certain obligations arising from the swap agreements mentioned in the above paragraph.

 

In July 2009, the Company executed an agreement securing payment of GCSA Investments' obligations under its loan, as detailed in Note 14.

 

Note 14 sets forth certain restrictions to which Cablevisión (by itself and as the surviving company and successor to Multicanal's operations after the merger), AGEA and IESA are subject under their respective financial obligations described in such note.

 

Under the terms and conditions of its Notes, Cablevisión has set up a reserve account. In the event of a failure by Cablevisión to make an interest payment when due, in part or in full, on any of the new Notes, the trustee shall promptly draw on any funds that may be on deposit in the reserve account to the extent required to cover such payment shortfall, pro rata among the new Notes entitled to benefit from the reserve account with respect to which an interest payment was not made.

 

To the extent Cablevisión has not defaulted on its obligations, it may instruct the Trustee to transfer amounts deposited for the sole purpose of applying them to service debt or to pay the purchase or redemption price of the new Notes acquired in the over-the-counter market or redeemed directly by Cablevisión or through any agent or broker in accordance with the terms and conditions for the issuance of such Notes. The drawing by the trustee on the reserve account will not give rise to a Default or an Event of Default under the terms and conditions of the new Notes. As of December 31, 2010 the amount deposited in the reserve account totaled Ps. 1,819.

 

Pursuant to the terms and conditions of the Notes originally issued by Multicanal, such subsidiary also set up a reserve account, which at year-end had a balance of Ps. 71,434,463, disclosed under Other receivables, net. Such funds are restricted to the payment of interest and principal under the Notes issued under the Multicanal APE.

 

All of TRISA's shares and 75% of Torneos y Competencias S.A.'s (Uruguay) shares are pledged as guarantee of the loan described in Note 14.

 

IESA is subject to contractual restrictions on the transfer of its equity interest in TRISA and Tele Net Image Corp.

 

During 2009, AGR purchased a binding machine on credit. To secure the transaction, AGR granted the supplier a right of 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.

 

12.2 Regulatory framework

 

a. Pursuant to Broadcasting Law No. 22,285, broadcasting licenses were granted for an initial period of 15 years, allowing for a one-time extension of 10 years. This Law also set forth that the COMFER would grant the extension, provided it could be proven that the licensee had complied with applicable legislation, bidding terms and conditions and undertakings in their proposals during the first period of the license in question.

 

On May 24, 2005, Decree 527/05 provided for a 10-year-suspension of the terms then effective of broadcasting licenses or its 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 rely on the extension submit for the COMFER's approval, within two years of the date of the Decree, programming proposals, that 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's Resolution 214/07 regulated the obligations established by Decree 527/05 in order to enjoy such suspension.

All the broadcasting services licensee subsidiaries have submitted both projects in due time and form. ARTEAR and its subsidiaries Telecor, Telba and Bariloche TV, as well as Radio Mitre, Cablevisión and the licensees merged into Cablevisión, have obtained the COMFER's approval of their respective projects (see Note 20).

 

Cablevisión has requested the COMFER's approval of several transactions, including certain company reorganizations and share transfers. The approvals of said reorganization processes, except for the Cablevisión-Multicanal merger (see Note 12.2.c), are still pending. Given the enactment of Law No. 26,522, no assurance can be given that the enforcement authority under Law No. 26,522 or any other agency appointed in the future to such end will approve them.

 

b. 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), the COMFER and the SECOM. 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, approving the transaction 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 such 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, this appeal is unlikely to be admitted (see Note 12.2.c).

 

On June 11, 2008, Cablevisión was served with a decision of the Federal Commercial and Civil Court of Appeals 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 resolution referred to above. The Court of Appeals revoked the CNDC's decision only with respect to matters relating to the conduct of Cablevisión and Multicanal prior to the 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.

 

c. On December 15, 2008, Cablevisión's shareholders 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, in its capacity as surviving company, becomes 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 has been 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 577/09, whereby it withheld approval of the Cablevisión-Multicanal merger and required Cablevisión to submit a conforming plan, holding that the relinquishment of licenses that had been communicated spontaneously by that Company to the COMFER in the locations where it held multiple licenses, was insufficient.

 

On September 8, 2009, Multicanal was served with Resolution No. 106/09 issued by the CNDC on 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 from the CNDC, be able to remove or replace physical or legal assets.

 

On September 17, 2009 Judge Dr. Esteban Furnari, of the Federal Administrative Court in Administrative Litigation 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 Resolution No. 577/09 issued by the COMFER, of Resolution No. 106/09 issued by the CNDC, and other acts issued as a result thereof, until a final decision was rendered on these cases. The order was notified to the CNDC, the CNV, the BCBA, Caja de Valores S.A., the IGJ and all other public entities, state-owned or not, in charge of carrying out proceedings concerning the merger (see Note 12.2.b).

 

On October 23, 2009, the court decision providing for the suspension of COMFER Resolution No. 577/09 and CNDC Resolution No. 106/09 was revoked by the Federal Administrative Court of Appeals, Chamber No. 3 in re "Multicanal S.A. -Inc. Med- and others v. CONADECO- Decree 527/05 on Proceeding leading to 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 Federal Administrative Court of Appeals, Chamber No. 3 in re "Multicanal S.A. and other INC MED v. CONADECO Decree 527/05" File No. 14,024/08, granted the 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 the COMFER in this regard.

 

Notwithstanding the filings made by Cablevisión and its shareholders as required by the CNDC to prove compliance 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, which had approved the acquisitions notified by the Company at that time. On December 15, 2009, the Federal Commercial and Civil Court of Appeals, Chamber No. 2, 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 their 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. 1011/09 whereby it deemed Cablevisión's voluntary undertakings unfulfilled and declared the rescission of the authorization granted under Resolution 257/07.

 

On December 17, 2009, the Federal Court of Appeals in Commercial-Criminal Matters, Chamber A, decided to suspend the term to appeal Resolution No. 1011/09 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 1011/09. On December 18, 2009 the Federal Commercial and Civil Court of Appeals, Chamber No. 2, issued a preliminary injunction in re "Grupo Clarín S.A. v. Secretariat of Domestic Trade and other on preliminary injunctions", which suspended the effects of Resolution No. 1011/09 until the notice set forth in the preliminary injunction of December 15, 2009 was served. Accordingly, the CNDC served notice to Cablevisión by means of Resolution No. 1101/09.

 

On December 30, 2009, the Federal Commercial and Civil Court of Appeals, Chamber No. 2, issued a preliminary injunction in the case entitled "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. 1101/09 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 1011/09 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. 1101/09. On February 26, the Federal Court of Appeals in 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. 1011/09, the request 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 at the time of Resolution 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 within a term of six months to comply with such rescission and inform the CNDC about the progress made on a monthly basis.

 

On April 20, 2010 the Federal Commercial and Civil Court of Appeals, Chamber No. 2, granted the direct appeal filed by Grupo Clarín S.A. in re "Grupo Clarín on delay in the remittance of the proceedings", and decided that the appeal granted by the CNDC to the Company against Resolution No. 113/10 had the effect of staying such resolution. As of the date of these financial statements, such appeal is pending resolution.

 

Decisions made on the basis of these financial statements should consider the eventual impact that Resolution No. 113/10 might have on the Company's subsidiary Cablevisión, and these financial statements should be read in light of such uncertainty.

 

d. 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 none of these cases will be resolved against it.

 

e. On July 16, 2010, the SCI notified Cablevisión and Multicanal of the content of Resolution 219/2010, whereby the Secretary of Domestic Trade decided to declare both companies responsible for having agreed to divide among themselves the pay television market of the City of Santa Fe; imposing a joint fine of Ps. 2.5 million to each company. On July 26, 2010, both companies appealed the resolution, presenting new arguments in connection with the application of statutes of limitation, which had already been alleged prior to the issuance of the appealed resolution.

 

f. On January 22, 2010, Cablevisión was notified of CNDC Resolution No. 8/10 issued within the framework of file No. 0021390/2010 entitled "Official Investigation of Cable Television Subscriptions (C1321)". By means of such Resolution, Cablevisión and other companies were 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 2010 invoices.

 

The effects of both resolutions were suspended by a preliminary injunction granted by the Federal Commercial and Civil Court of Appeals, Chamber No. 2, at Cablevisión's request.

 

g. On March 3, 2010, the SCI issued Resolution No. 50/2010, whereby it approved certain rules for the sale of cable television services. These rules provide that cable television operators must apply a formula to estimate the monthly subscription prices. The price arising from the application of the formula must be informed to the Office of Business Loyalty (Dirección de Lealtad Comercial) between March 8 and March 22, 2010. Cable television operators shall adjust such amount every six month and inform the result of such adjustment to said Office. Such formula, which the SCI seeks to impose as mandatory, is illegitimate, inconsistent with industry parameters, and flagrantly disregards constitutional rights.

 

Even though as of the date of these financial statements 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 Resolution No. 50/10 is arbitrary and bluntly disregards freedom to contract, which is part of the freedom of industry and trade. Therefore, it has filed the pertinent administrative claims and will bring the necessary legal actions requesting the suspension of the Resolution's effects and ultimately requesting its nullification.

 

As of the date of these financial statements, such Resolution has been provisionally suspended by Federal Courts of Salta. Even though Cablevisión, like other companies in the industry, have strong constitutional arguments to support their 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 their cable television subscription, a situation that could significantly affect the revenues of its core business. This situation creates a general framework of uncertainty over Cablevisión's business, which may significantly affect the recoverability of its relevant assets.

 

On June 1, 2010, the SCI imposed a Ps. 5 million fine on Cablevisión because it failed to comply with the information regime set forth by Resolution No. 50/2010, invoking the Antitrust Law to impose such penalty. The fine was appealed and submitted to the Federal Administrative Court of Appeals, Chamber V. The appeal has staying effects and, therefore, the fine cannot be executed. However, the impact of this matter will depend on the final outcome of the proceedings that are currently open.

 

h. On August 5, 2010 Cablevisión was served with CNC Resolution No. 2936/2010 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 the merger, Cablevisión became the successor to all of the assets, rights and obligations of Fibertel as merged company, including the Exclusive License granted under 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. On March 5, 2003, the Argentine Communications Commission and the SECOM were notified of the corporate business reorganization for its acknowledgement. While the technical and legal areas of the Argentine Communications Commission have issued a favorable resolution with respect to compliance with the requirements of current regulations to register Fibertel's license under the name of Cablevisión as surviving company, the SECOM has not yet rendered a decision on the request submitted more than seven years ago, a delay that motivated several filings requesting a decision.

 

Cablevisión believes that the Resolution is arbitrary and that it flagrantly violates due process and its defense right. Therefore, Cablevisión has appealed such resolution. The appeal is still pending as of the date of these financial statements.

 

i. On August 19, 2010 the Media Secretariat issued Resolution No. 100/2010, whereby it revoked the license that had been granted to Fibertel. The Company believes that this Resolution is an absolutely null and void administrative act, which may not be cured, because it presents evident defects in its enactment procedure and with respect to jurisdiction, purpose, reasonableness, subject matter and cause. Its wording contradicts express provisions of the National Constitution, of Law No 19,550 (Argentine Business Associations Law), Decrees 1185/90 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 S.A., 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 seven 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 scope of the appeal was extended on September 7, 2010. 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 September 24, 2010, the Civil and Commercial Court No. 6 of the Judicial Department of La Plata, in re "Espósito María Eugenia v. Cablevisión S.A. and others on Complaint for the protection of constitutional rights 122445" issued an injunction suspending the application and execution of Resolution No. 100 issued by Media Secretariat and instructing the national government to refrain, itself or through its bodies or third parties, from disrupting in any way the provision of Fibertel's Internet services currently rendered by Cablevisión, as well as from preventing, hindering and/or hampering the modification of the currently effective contractual terms or the rehiring of such service. Furthermore, Cablevisión was ordered to continue to render the service under the terms, conditions, modalities, reservations and other circumstances under which the Internet service was offered, published and contracted. Therefore, Cablevisión is authorized and obliged to continue to render the telecommunication services granted to Fibertel. The injunction was revoked by the Federal Court of Appeals of La Plata, Chamber I, on December 20, 2010. Cablevisión filed an appeal with the Supreme Court of Argentina against this decision. As of the date of these financial statements, this appeal is pending resolution.

 

On December 22, 2010 the Federal Court of First Instance No. 1 of Córdoba in re "Soutullo, Torres María Florencia and others v. Cablevisión and others on Declaratory Judgment Action - File No. C/103-S-10", decided to: 1) issue an injunction to maintain the current legal and factual conditions under which Cablevisión provides and markets telecommunication, Internet and television services under the brands "FIBERTEL" and "CABLEVISIÓN"; 2) suspend the application and execution of Secom Resolution No. 100/10 issued on August 19, 2010. Pursuant to the Federal Court's decision, the Secom shall refrain, itself and/or through any of its bodies and/or agencies, from disrupting the effective exploitation of the Exclusive Telecommunications License currently held by "CABLEVISIÓN" under the brand "FIBERTEL". Such license includes the commercialization of data transmission, paging, videoconference, community signal, signal broadcasting, added value, trunking, local telephony and public telephony services. The Federal Court's decision includes the suspension by the Audiovisual Communication Services Law Federal Enforcement Authority, with respect to Cablevisión and its subsidiaries, of the application of section 50, sub-section "Continuity of Service", Schedule I of Decree No. 1225/10; 3) take into account that under the network structure and modality of Internet and pay television services rendered by Cablevisión, the injunction considers the nationwide integration of the system. Notice of the injunction is to be served on the National Government - Argentine Media Secretariat (SECOM), Audiovisual Communication Services Law Federal Enforcement Authority (AFSCA), the Argentine Communications Commission (CNC), and any other national, provincial or municipal body, so that they may refrain from preventing, hindering and/or hampering in any way the effective provision and commercialization of the services rendered by "CABLEVISIÓN" and/or "FIBERTEL".

 

Therefore, 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.

 

Additionally, there are more than ten pending summary proceedings to protect constitutional guarantees brought by consumers and/or consumer associations demanding that Cablevisión continue to render the Internet service as it has done to date, and requesting that SECOM Resolution No. 100/2010 be declared unconstitutional. As of the date of these financial statements, no final judgment has been rendered on these proceedings. See Note 22.d).

 

j. 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 24,240), consequently providing wrong information to the client (section 4 of Law 24,240) and for the impossibility of honoring the promotion by reason of not being the holder of Fibertel's license (section 19 of Law 24,240). Cablevisión has appealed that decision because it considers that there are sufficient arguments in favor of its position. However, Cablevisión cannot assure that the outcome of the appeal will be favorable.

 

k. On October 21, 2010 Cablevisión was served notice of a resolution issued by the National Administration of Domestic Trade, whereby (i) a Ps. 5 million fine was imposed for failure to comply with reporting obligations (section 41 of Law 24,240) on one of its promotional campaigns and (ii) a Ps. 500 thousand fine for failing to comply with Decree 1153/95 Section 2, c) of the regulations to Section 10 of Law 22,802. Cablevisión has appealed the fines because it believes it has strong arguments in favor of its position. However, it cannot be assured that the outcome of the appeal will be favorable.

 

l. 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. On November 12, 2010 Cablevisión appealed these fines because it believes it has strong arguments in favor of its position. However, it cannot be assured that the outcome of the appeals will be favorable.

 

12.3 Other regulatory matters

 

a. 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 Administrative Court in Litigation Administrative Matters No. 2.

 

The purpose of that claim was to challenge the share transfers mentioned in Note 12.2.b. 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.

 

b. 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. 15981 dated February 26, 2004, giving cable companies until December 31, 2007 to adapt their cable networks to the new municipal requirements. The Executive Department of the Municipality of General Pueyrredón has submitted to the Municipal Council a proposed ordinance extending the term provided for the replacement of aerial cable television networks with underground networks until December 31, 2010. Such ordinance is ready for discussion by legislators. Even though the ordinance provides for certain penalties that may be imposed, including the suspension of the right to use airspace, the City has not generally imposed such penalties to cable systems that are not in compliance with such ordinance.

 

12.4 Claims brought by the COMFER

 

Cablevisión

 

As from November 1, 2002 and until December 31, 2010, the COMFER 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.

 

On October 16, 2009, Cablevisión appeared before the SMC in accordance with Decree 1145/09, to offer advertising spaces in Cablevisión's programming as payment for debts arising from fines imposed by the COMFER. As of the date of these financial statements, the SMC has not rendered a decision on Cablevisión's request.

 

ARTEAR

 

As of December 31, 2010, Artear recorded a provision in the amount of approximately Ps. 6.3 million for fines imposed by the COMFER under the new penalties regime currently in effect, some of which have been appealed and are pending resolution.

 

On October 16, 2009, Artear appeared before the SMC in order to offer advertising spaces in Artear's programming as payment for debts arising from fines imposed by the COMFER.

 

12.5 Lawsuits and /or Claims

 

Cablevisión

 

On December 12, 2001, Supercanal filed a claim against Multicanal for damages 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 de jure and de facto records of the case, Multicanal believes that the claim filed should be rejected in its entirety, and the legal costs should be borne by the plaintiff. As of the date of these financial statements, the proceeding is 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 was ratified by the Federal Court of Appeals.

 

AGEA

 

On April 29, 2008, AGEA was served with a decision rendered by the National Court of First Instance (the "Civil Court") ordering AGEA to pay damages to Editorial Atlántida in the amount of Ps. 28.5 million plus interest accrued from March 2, 1998 to the payment date. On May 2, 2008, AGEA filed an appeal against such ruling and on September 5, 2008 it submitted its legal brief.

 

The decision was rendered in connection with a claim filed by Editorial Atlántida against AGEA in February 2000, alleging plagiarism and unlawful competition in connection with the publication of Genios magazine, and requesting damages. In April 2006, Editorial Atlántida brought criminal charges against several parties (including AGEA) on the same grounds. All criminal charges were dismissed. In the appeal of the above mentioned decision served on April 29, 2008, AGEA brought to bear the result of such criminal proceedings and the evidence gathered in the civil claim, which, in AGEA's opinion, support its arguments.

 

Both Editorial Atlántida and AGEA appealed the decision rendered in the First Instance, and each was served with a response.

 

On October 31, 2008, the Court of Appeals decided that the case was ready for resolution. The draw to establish the voting order of such Court's judges for the review of the decision rendered in the First Instance was carried out on March 31, 2009. Due to a change in the Court's composition, its decision stating that the case was ready for resolution was suspended.

 

Once the term to issue a decision was resumed, on March 5, 2010 the Court rendered a decision favorable to AGEA. AGEA was served with the Court's decision on March 8, 2010. The decision reversed the previous decision rendered by the Court of First Instance, definitely dismissing the claim brought against AGEA, with legal costs to be borne by the plaintiff Editorial Atlántida in both instances. Editorial Atlántida filed a direct appeal with the Supreme Court of Argentina after its first appeal to such court was dismissed. On December 29, 2010, Editorial Atlántida withdrew the appeal. The withdrawal request is pending resolution as of the date of these financial statements.

 

AGEA and its legal counsel believe that the final outcome will be favorable to such subsidiary. Accordingly, no provision was recorded in these financial statements.

 

CIMECO

 

The AFIP served CIMECO with a notice challenging its income tax assessment for the fiscal periods 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. Even though reversing such deductions would not generate final tax liabilities for the above periods, the Company would have to reduce the accumulated tax loss carry-forward amounts that were used to offset taxable income in subsequent years. If AFIP's position prevails, CIMECO's contingency as of December 31, 2010 would amount to approximately Ps. 12.3 million principal amount and Ps. 16 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 this year, 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.

 

CIMECO and its legal and tax advisors believe CIMECO has strong grounds to defend its position 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.

 

ARTEAR

 

Starting in 2005, the ANA has brought various claims against all holders of broadcast and cable television licenses for the payment of tariffs and customs taxes applicable to the importation of films documented between 2000 and 2005. According to ANA, television licensees are liable for customs duties, VAT, and income taxes over the customs value of the films' physical support, which value is increased by the contractually agreed value of each film's broadcasting rights. ARTEAR challenged such claims based on applicable international agreements, scholars' opinions and case law. Based on the criterion applied by ARTEAR, that company paid other taxes during the period covered by ANA's claim that would not have been payable had ANA's interpretation been applied. As of the date of these financial statements, ARTEAR has had to pay, in some cases, the differences claimed by ANA, because the appeals filed before the Federal Court of Appeals against the decisions rendered by the National Tax Court do not have staying effect. This situation does not change the position of ARTEAR, which continues with the proceedings available for its defense. ARTEAR believes that its interpretation of customs legislation is reasonably grounded and that the arguments offered may change the tax authority's position. ARTEAR has not recorded any provision in this regard, since it believes that ANA's claims are contrary to the estoppel doctrine and the theory of the releasing effect of payment. Until 2005, ANA believed that customs duties should be paid on the value of the films' physical support without including the broadcasting rights paid abroad by that company.

 

TRISA

 

On September 10, 2010, 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 the fiscal periods 2004, 2005 and 2006. If AFIP's position prevails, TRISA's contingency would amount to approximately Ps. 28.9 million, out of which Ps. 9.2 million corresponds to taxes on dividend payments made during those years, Ps. 6.5 million corresponds to a 70% fine on the omitted tax, and Ps. 13.1 million corresponds to late-payment interest.

TRISA filed a response, which was dismissed by the tax authorities. The tax authorities issued their own official assessment and imposed penalties on December 20, 2010. TRISA appealed the tax authorities' resolution before the National Tax Court on February 8, 2011.

TRISA and its legal and tax advisors believe TRISA has strong grounds to defend its position and that AFIP's challenge will not be admitted by the Federal Tax Court. Accordingly, TRISA has not booked an allowance in connection with the effects such challenge may have.

 

Grupo Clarín

 

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 other individuals (with more than 6 people). Claimants are Multicanal noteholders who claim to be consumers or non-professional investors 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, certain directors and members of the supervisory committee, and shareholders have been served notice of 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.

 

Additionally, on September 16, 2010 the Company was served notice of a legal action 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.

 

12.6 Other undertakings

 

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 USD 3 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 USD 4.8 million, which will be adjusted at a 5% nominal annual rate as from April 16, 2016. During year 2010, 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.

 

CMD

 

Pursuant to CMD's acquisition of 60.0% of Interpatagonia S.A.'s 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. The price of the shares varies depending on the party exercising the options, which shall be effective from August 1, 2011 until July 31, 2012.

 

12.7 Administrative disputes

 

a) 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 the CNV, respectively, requested the judicial intervention of Papel Prensa before the commercial justice. Such claims are pending before the Federal Commercial Court No. 2 of First Instance, 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.

 

None of the claims mentioned in the above paragraphs had a material effect on AGEA's financial and economic condition as of December 31, 2010.

 

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 in Administrative Litigation 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 in Administrative Litigation Matters revoked the injunction. Papel Prensa appealed such decision, which was affirmed by the Federal Administrative Court of Appeals. 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. Therefore, as from such date, SCI Resolution 1/2010 has become fully effective again on Papel Prensa. Notwithstanding the foregoing, Papel Prensa filed a direct appeal by the Supreme Court.

 

III. Papel Prensa suspended its operations with related parties between March 9 and April 21, 2010 due to an injunction issued on March 8, 2010 by Judge Malde. In his ruling, the judge decided to suspend the Board of Directors' resolution of December 23, 2009, which had approved the conditions under which the operations with related parties for the year 2010 were carried out. On April 21, 2010, the Board of Directors of Papel Prensa, in accordance with a proposal made by the court-appointed supervisor (interventor) and co-administrator, approved the resumption of such company's operations with related parties under provisional conditions for as long as the decision rendered by the Board on December 23, 2009 remains suspended and/or until Papel Prensa's corporate bodies establish 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 the operations 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 the new conditions 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) to end the provisional suspension approved by the Board meeting of December 23, 2009, as explained in the previous paragraph, and (ii) to clarify and/or cease, by any means, any uncertainty that could eventually exist about the conditions approved by Papel Prensa's Board in the first item of the agenda of the above mentioned meeting held on April 21, 2010 in connection with 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, pending before Federal Commercial Court No. 2 of First Instance, Clerk's Office No. 4. 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 operations 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 previously approved business practice, subjecting the accrual and enforceability, and, consequently, the recognition and payment to the clients, of the possible volume discounts that may be applicable to paper purchases made during 2011, as from January 1, 2011 and until December 31, 2011, to a final favorable decision on the claim brought by Papel Prensa on grounds of unconstitutionality against 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 business practice and conditions as those approved for the other clients in general.

 

IV. 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 consolidated financial statements as of December 31, 2010.

 

b) By means of Resolution 16364/2010, 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 677/01 and Law 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.

 

c) AGEA received several inspections from the AFIP aimed at verifying compliance with the so-called competitiveness plans implemented by the National Executive Branch. As a result of such inspections, after several reports issued by the AFIP and the corresponding Resolutions issued by the Ministry of Economy, such bodies allege that certain acts performed by AGEA during 2002 lead to the nullity of some of the benefits granted under said plans for an estimated amount of Ps. 40 million. AGEA and its legal counsel believe that there are sufficient arguments in favor of AGEA's position and, accordingly, no provision has been recorded. An ordinary legal action has been brought against such Resolutions. As of the date of these financial statements, such legal action is pending resolution. However, AGEA cannot assure that the outcome will be favorable.

 

 

Note 13. restrictions on profit distributions

 

The Company may declare dividends only out of the Company's retained earnings stated in the Company's financial statements, prepared in accordance with Argentine GAAP and CNV regulations and approved by the shareholders. As of December 31, 2010, the Company reported retained earnings of Ps. 1,208.8 million in its financial statements prepared in accordance with Argentine GAAP and CNV regulations.

 

As required by the Argentine Corporate Law and the Company's amended by-laws, realized and liquid profits 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, voluntary reserves, provisions, a new account, or as otherwise determined by the shareholders.

 

 

Note 14. borrowings

 

Weighted Average Interest Rate at December 31, 2010

As of December 31,

 

Maturities

2010

2009

 

Current

 

Bank overdrafts

26.7%

2011

9,979,032

8,641,535

 

Financial loans

7.5%

2011

42,898,553

46,535,353

 

Negotiable obligations

8.0%

2011

137,238,587

219,370,925

 

Equipment purchases

5.5%

2011

33,555,473

27,139,179

 

Related parties

13.5%

2011

5,093,485

-

 

Accrued interests

2011

69,572,951

66,487,466

 

298,338,081

368,174,458

 

 

Non Current

 

Financial loans

7.5%

2012-2017

110,433,478

96,600,442

 

Negotiable obligations(1)

8.0%

2012-2018

2,117,973,296

2,180,701,456

 

Equipment purchases

5.5%

2012-2014

31,452,148

24,627,246

 

Related parties

13.5%

2012-2014

5,083,272

11,924,641

 

Others

75,800

702,671

 

2,265,017,994

2,314,556,456

 

(1) See Note 22.b).

 

Scheduled maturities of the long-term debt for the next years (excluding current portion), as of December 31, 2010, are as follows:

 

2012.........................................................................................................................

458,407,773

2013.........................................................................................................................

599,354,306

2014.........................................................................................................................

542,837,489

2015 ........................................................................................................................

327,101,322

2016 - 2018 ..........................................................................................................

337,317,104

2,265,017,994

 

Financial loans

 

Grupo Clarín

 

In May 2004, JPM transferred to the Company a USD 40 million receivable it held with the Company's subsidiary Raven, for the payment of an equivalent amount.

 

Subsequently the Company, as the only shareholder of Raven, decided to wind up and liquidate that company at the Board meeting held on July 31, 2004.

 

The remaining balance of the USD 40 million price payable by the Company to JPM was refinanced through an agreement between both parties on May 3, 2004. Such refinancing was obtained at an interest rate of LIBOR plus a 2% spread, payable quarterly. Principal was to be cancelled in annual installments.

 

During 2006 and 2007, the Company executed two addenda to such refinancing agreement, rescheduling the repayment of outstanding principal. In March 2008, the Company executed another addendum whereby the interest rate to be accrued was changed to LIBOR plus a 3% margin as from March 17, 2008, and LIBOR plus a 4% margin as from March 17, 2009.

As of December 31, 2009, the Company owed an aggregate principal amount of Ps. 26,600,000 and interest thereon in the amount of Ps. 51,802.

 

On February 22, 2010, the Company settled the last installment of the debt mentioned above, plus accrued interest, accounting for the full and final discharge of the commitments undertaken in connection with such debt.

 

GCSA Investments

 

As of December 31, 2010, GCSA Investments is the borrower under a long-term loan with JPM for a principal amount of USD 20 million, payable in two installments of USD 10 million each, due on December 30, 2012 and June 30, 2013, respectively. Interest under the loan accrues at a variable rate and is payable semiannually. The loan agreement sets forth certain covenants and restrictions for GCSA Investments, including restrictions on borrowings, creation of encumbrances, winding-up, liquidation and effective changes of control.

 

Negotiable Obligations

 

Cablevisión

 

On October 7, 2005, before being acquired by the Company, Cablevisión completed the restructuring of USD 754.6 million (aggregate principal amount of its financial debt), out of a final total debt subject to restructuring of USD 796.4 million, by paying approximately USD 142.8 million in cash, issuing USD 150,077,436 principal amount of 7-year Notes due 2012, divided into two Series with a 6% interest rate for the first five years and 7% for the remaining two years; and USD 235,121,316 aggregate principal amount of 10-year Notes due 2015, divided into three Series payable in three equal annual installments as from the eighth year, with an interest rate increasing from 3% to 12%, and authorizing a Ps. 39,465,500 capital increase and the issuance of 39,465,500 Class "B" shares, in consideration for the full, total, and final settlement of all the claims and rights of any nature on and against Cablevisión or its assets by those creditors taking part in the restructuring.

 

The terms of Cablevisión's debt restructuring were set forth in a pre-packaged insolvency plan (APE) that obtained judicial confirmation and was deemed completed on October 28, 2009 pursuant to section 59 of Law No. 24,522.

 

Between October 2005 and date of these financial statements, in accordance with the APE's general terms and conditions, Cablevisión cancelled USD 78,040,267 of principal of the Short-Term Negotiable Obligations, leaving an outstanding balance USD 72,037,169. See Note 22.b).

 

In accordance with CNV regulations, the Company informed that the funds related to the issuance of the new notes were used to settle pre-existing indebtedness.

 

Before being acquired by the Company, Cablevisión also completed the restructuring of certain debts held with public sector banks for a total amount of approximately Ps. 40 million. On June 11 and October 8, 2007, it repaid two of the three restructured loans plus interest accrued as of repayment date. As of December 31, 2010, Cablevisión records only one loan borrowed from official banks for USD 2.9 million.

 

The outstanding Notes of Cablevisión impose restrictions on certain operations by Cablevisión and its subsidiaries for so long as they remain outstanding, such as: Selling, transferring or otherwise disposing of all or part of its operations or properties, imposing encumbrances or guarantees on its assets, financial indebtedness, amounts to be invested in property, plant and equipment, certain payments (including payments of dividends), corporate reorganization transactions and disposal of licenses, franchises and other rights owned by the Company. In addition, Cablevisión is required to repay Notes in advance with any excess cash. See Note 22.b).

 

If the Company is unable to comply with the above mentioned restrictions, the holders of such Notes and other financial creditors may declare an event of default and accelerate repayment of the outstanding financial indebtedness.

 

Multicanal

 

Multicanal's Notes (assumed by Cablevisión) outstanding as of December 31, 2010, issued under Multicanal's judicially confirmed APE, comprise: a) Series A Step Up Notes with a principal amount of USD 80,325,000 (the "10-year Notes"), accruing interest at an annual nominal rate of 2.5% from December 10, 2003 to the fourth anniversary of their issue date, 3.5% from the fourth to the eighth anniversary, and 4.5% thereafter until maturity, and b) Series B Notes with a principal amount of USD 100,439,291 (the "7-year Notes"), accruing interest at an annual nominal rate of 7%. See Note 22.b).

 

The 10-year Notes and the 7-year Notes include certain covenants, such as: (i) limitation on the issuance of guarantees by subsidiaries; (ii) limitations on 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) excess cash sweeps to prepay outstanding 7-year Notes, (vi) limitation on transactions with shareholders and affiliates under certain conditions, (vii) limitation on the issuance and sale of significant subsidiaries' shares with certain exceptions.

 

Some of the covenants originally included in such Notes were amended at extraordinary noteholders' meetings. The amendments proposed by Multicanal were approved at each such meeting.

 

In order to harmonize the terms and conditions of the Notes issued by Multicanal with those issued by Cablevisión, an extraordinary noteholders' meeting was held on December 22, 2008 by the holders of 7-year Notes in which the amendment of certain terms and conditions of such notes was approved, effective as of October 1, 2008.

 

On May 6, 2009, an extraordinary noteholders' meeting was held by the holders of 10-year Notes in which the noteholders granted a waiver of certain merger covenants of the 10-year Notes in connection with the Multicanal and Cablevisión merger.

 

On June 30, 2009, pursuant to certain merger covenants under Multicanal's 10-year and 7-year Notes, Cablevisión assumed Multicanal's obligations under such Notes as from October 1, 2008, subject to Multicanal's merger into Cablevisión becoming effective under Argentine law.

 

On June 20, 2010 the Company made the second payment of principal under the 7-year Notes, for an amount of USD 10,043,929.

 

AGEA

 

On January 28, 2004, AGEA issued USD 30.6 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 up to the maturity), payable semiannually. Principal will be repaid in a lump sum on January 28, 2014.

 

On January 26, 2006, AGEA issued Ps. 300 million aggregate principal amount (Series D Notes due 2014), which accrue interest at a variable rate equal to the CER variation for the year, plus a 4.25% margin, payable semiannually commencing on June 15, 2006. Principal will be repaid in 8 equal and consecutive semiannual installments beginning on June 15, 2008.

 

The Series C Notes due 2014 and the Series D Notes include certain covenants and restrictions, including but not limited to, restrictions on borrowings, creation of encumbrances, mergers, disposition of significant assets, transactions with affiliates (including the Company) and payment of dividends or other payments to shareholders (including the payment of management fees to the Company), if certain ratios are not met or if certain amounts are exceeded.

 

As of the date of these financial statements, AGEA had paid the first six installments of the Series D Notes of Ps. 37.5 million principal amount each, plus interest accrued thereon.

 

 

Note 15. Sellers financing

 

 

Weighted Average Interest Rate at December 31, 2010

As of December 31,

 

Maturities

2010

2009

 

Current

 

Principal

1.18%

2011

3,796,354

4,375,301

 

Accrued interests

2011

-

1,740,687

 

3,796,354

6,115,988

 

 

Non Current

 

Principal

1.18%

2012-2013

1,127,017

116,250,465

 

1,127,017

116,250,465

 

 

Scheduled maturities of the sellers financing for the next years (excluding current portion), as of December 31, 2010, are as follows:

 

2012.........................................................................................................................

901,613

2013.........................................................................................................................

225,404

1,127,017

 

 

Grupo Clarín

 

In connection with the transactions carried out in September 2006 resulting in an increase in the Company's indirect interest in Cablevisión to 60%, the Company issued a USD 157.8 million promissory note, with original maturity on September 26, 2009, accruing interest at 6-month LIBOR plus a 3.50% spread payable on a semi-annual basis as from March 26, 2007. Such maturity could be extended until September 26, 2010 or September 26, 2011 if certain conditions were met.

 

During 2007 and 2008, Grupo Clarín prepaid principal amounts of USD 29 million and USD 27 million, respectively, plus interest thereon.

 

During June and October 2009, the Company executed amendments to the original promissory note, whereby the conditions to be met for such extensions were eliminated, modifying the maturity schedule and establishing a 5.75% margin applicable to the period running from September 27, 2011 through September 26, 2012.

 

During 2009 Grupo Clarín made debt prepayments for an aggregate principal amount of USD 71.8 million, plus interest thereon.

 

As of December 31, 2010, the Company has prepaid in full the outstanding amount to such date.

 

 

Note 16. Derivative financial instruments

 

Under the item Other current receivables, these consolidated financial statements include Ps. 37.3 million of receivables generated by the prepayment of outstanding indebtedness held with financial entities under swap agreements. Such agreements consist of interest rate and exchange rate swaps for a nominal value of approximately Ps. 38 million, whereby the net position resulting from swapping the obligation to pay interest and principal at a variable rate in pesos for the obligation to pay interest and principal at a fixed rate in US dollars is transferred to the financial entities that are party to such agreements. The swap agreements were executed in January 2006 and are effective until December 2011.

 

As of December 31, 2009 the balances arising from the agreements mentioned in the previous paragraph amount to Ps. 26.9 million and are disclosed under the item Other non-current receivables.

 

During the last quarter of 2008, certain amendments were executed to the swap agreements, which involved the prepayment of certain outstanding amounts denominated in USD due in the years 2010 and 2011 in the amount of USD 13.5 million.

 

The transactions related to derivatives generated a net gain of Ps. 6.7 million for the year ended December 31, 2010 and a net loss of Ps. 10 million for the year ended December 31, 2009.

 

 

Note 17. Related parties

 

The Company has entered into certain transactions in the ordinary course of business with unconsolidated affiliates accounted for under the equity method. These transactions have been executed on terms comparable to those of unrelated third parties and primarily include:

 

Year ended December, 31

2010

2009

Income (Expense)

Advertising sales

38,870,899

29,558,033

Cable television signals sales

31,666,121

41,669,152

Other sales

11,979,989

7,631,670

Financial interest

1,866,210

182,462

84,383,219

79,041,317

Cost of sales

(304,775,644)

(435,400,676)

Selling expenses

(4,501,742)

(5,768,801)

Administrative expenses

(124,228)

(1,026,189)

Financial interest

(779,352)

(83,350)

(310,180,966)

(442,279,016)

 

 

NOTE 18. AGREEMENTS EXECUTED WITH THE ARGENTINE FOOTBALL ASSOCIATION

 

On June 22, 2007 TSC executed several documents with AFA, applicable from the 2007/2008 until the 2013/2014 soccer seasons, governing the broadcasting of ten of the Argentine soccer first division official tournament matches played each week. TRISA broadcast five of those ten matches over TyC Sports signal, while TSC broadcast the other five matches (pay per view).

 

The agreement set the price to be paid by TRISA for the product and clearly stated its right to sell such product 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 has challenged AFA's unilateral termination of the agreement and, in order to safeguard its rights, on June15, 2010 it brought a legal action against AFA for contractual breach and damages.

 

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 that it used to broadcast on its signal TyC Sports, and TSC will not be able to broadcast the other five matches.

 

The broadcasting rights for the matches of the National B and Metropolitan First B categories do not derive from the abovementioned agreement, originating in other agreements which are fully effective.

 

The situation described had a significant impact on TRISA's revenues and costs. Therefore, it had to adjust its signal to this new situation. Nevertheless, TRISA has recorded decreased revenues as from August 2009; the amount of which was estimated based on the progress of negotiations with each client and the new content of the signal.

 

The total revenues recognized during the years 2009 and 2010, subject to the final outcome of the negotiation process which has not been concluded as of the date of these financial statements, accounts for approximately 10% and 51% of TRISA´s total sales of such years, respectively.

 

To date, a substantial portion of the revenues for the years 2010 and 2009 has been collected. The outstanding balance falls within the regular and usual collection period of the business activity.

 

The final outcome of the negotiation process may generate actual results different from TRISA's assessments and estimates and such differences may be material for such company.

 

 

Note 19. PALP

 

During the last quarter of 2007, the Company, together with its subsidiaries, began to implement a PALP for certain executives (directors and managers comprising the "executive payroll"), which became effective in January 2008. Executives who adhere to such plan will 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. Furthermore, each company of the Group where such 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 retirement or upon termination of their jobs with the Group.

Likewise, the PALP 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 PALP related to the executive's years of service with the Group. As of December 31, 2010, such supplementary contributions amount to approximately Ps. 30 million, and the charge to income is deferred until the retirement of each executive.

 

 

Note 20. CHANGES IN THE REGULATORY FRAMEWORK

 

In a context of an escalation of attacks and intimidation against the media, 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. Such Law will repeal the current Broadcasting Law No. 22,285 once the terms and procedures established in its section 156 have been fulfilled. As of the date of these financial statements, the technical standards for the installation and operation of broadcasting services and the National Service Standard have not been issued. Among others things, the new law, under which the Company conducts its Audiovisual Communication Service activities through its subsidiaries, provides for a license award and review scheme that grants wide discretion to the Executive Branch and to an Enforcement Authority with questionable composition and powers. In this regard, the law sets out that the terms of licenses shall be limited to 10 years, with a one-time non-renewable extension. The law also establishes that authorizations and licenses are non-transferable and sets out a regulatory framework and registration requirements for signals and production companies.

 

The new law also provides for a multiple license scheme that is inconsistent with major international precedents on the matter and with the one that exists under Broadcasting Law No. 22,285. Among other things, the new law restricts to 10 the number of Audiovisual Communication Services licenses plus a single broadcasting signal for radio, broadcast TV and subscription cable TV services that make use of the radio spectrum. On the other hand, it restricts the licensing of services that do not make use of the radio spectrum, such as subscription broadcasting services rendered by means of a physical link (cable), limiting the number of local licenses to 24, with eventual extensions to be determined. Moreover, the law sets forth a further restriction on these services, which may not be provided to more than 35% of all inhabitants or subscribers nationwide and must be provided at a lower, "social" rate in certain social and geographic segments.

 

The law establishes that a broadcast TV signal and a cable TV signal may not be simultaneously exploited in the same location. This provision contradicts the international legislation on the subject, which has no similar precedents, as it is generally considered unreasonable from the point of view of competition, diversity and economic rationality.

 

In this same regard, the law restricts the production of signals. This aspect has been questioned since it violates Article 14 of the Argentine National Constitution by establishing authorizations for the exercise of free speech over non-radioelectric platforms. Thus, 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".

 

Moreover, the law prescribes that owners of audiovisual communication services pay a tax on the gross revenues derived from the sale of traditional and non-traditional advertising, programs, signals, content, subscriptions and all other items related to the exploitation of such services. The tax rate may reach up to 5%, depending on the category under which the service rendered is classified.

 

This Law also imposes regulations on content. The provisions in this regard were also strongly questioned during the congressional debate of the bill, since they were deemed excessive and unconstitutional because they provide for types of mandatory content and prior approvals.

 

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.

 

Even though the new Audiovisual Communication Services Law became effective on October 19, 2009, not all of the implementing regulations provided by the law have been enacted. Therefore, until all the terms and procedures for the regulation of the new law and for the formation of the various enforcement authorities have been defined, Law No 22,285 still applies to the extent it is consistent with the new law and with respect to those matters that to date are pending regulation.

 

It is publicly known that the main entities of the audiovisual media industry as well as industry players, jurists and experts have expressed several concerns about this law, since they consider that it has defects that render it unconstitutional; it seriously damages the development of the audiovisual industry and it restricts fundamental freedoms. Some of these industry players, such as provincial governments and political parties, as well as private entities including Grupo Clarín S.A., have already made court filings in this sense. As of the date of these financial statements and at the request of several of these parties, different court decisions were rendered providing for (i) the provisional suspension of section 161 of the Audiovisual Communication Services Law with respect to Grupo Clarín S.A. and its main subsidiaries, which has been recently confirmed by the Supreme Court of Argentina, (ii) at the request of the Consumer Defense Committee, the suspension of the application of section 45, which sets forth limits to multiple licenses; section 161, which provides for a term to divest certain assets; and sections 62 through 65, thus allowing companies to continue broadcasting network programs and suspending the requirement that TV and radio stations broadcast certain percentages of provincial programming or national music, with the National Executive Power having to refrain from regulating these aspects of the law; (iii) the suspension at the request of a group of companies in the broadcasting industry of six sections until the court rules on the merits; (iv) the suspension of fifteen sections at the request of a corporate group until the court rules on the merits; and (v) at the request of two national representatives who reported serious irregularities in the enactment procedures of such law, the suspension of the application, implementation and execution of the entire Law during the proceedings related to both claims. Even though these last two decisions have been revoked, in the first case by the Supreme Court of Argentina and in the second case by the respective Court of Appeals, the Court of Appeals' decision may be deemed not to be final since the affected party filed an extraordinary appeal, thereby restoring the effects of the decision rendered in the first instance.

 

It may be argued that, as of the date of these financial statements, the Audiovisual Communication Services Law Federal Enforcement Authority (AFSCA) has not yet been fully formed and, therefore, its functioning is still questionable.

 

However, by means of Resolutions No. 1, 2, 3 and 4 issued by the AFSCA, published on January 5, 2010, that agency: i) ordered the initiation of a process aimed at identifying broadcasting services lacking authorization, ii) provided for a mandatory survey of all precarious and provisional licenses, authorizations and permits (Decree No. 1,357/89- Evidence of Request for "Re-registration") and of currently recognized (Resolution No. 753/COMFER/06 as amended) AM and FM radio stations and broadcast television stations within Argentina; iii) initiated a process aimed at reordering television services with limited reach; and iv) regulated the Registry of signals provided under Law 26,522 for the broadcasters to register signals to be broadcast in the Argentine territory.

 

By means of Resolution No. 173/2010, AFSCA ordered the implementation of an Audiovisual Communication Services Providers Information System. Decree No. 904/2010 and Resolution AFSCA 175/2010 ordered the creation and implementation of a Signals and Production Companies Registry.

 

Even though the Company's subsidiaries that are subject to these resolutions have complied with the required procedures, they have done so only in the event that such requirements may be considered valid, for the purposes of safeguarding their rights and in the understanding that both the Law and its regulations are still suspended.

 

Most sections of the law were regulated by means of Decree No 1,225/2010. However, there are still some issues that need to be clarified for the law's practical application.

 

The unreasonableness and arbitrariness of some of these measures may result in the declaration of unconstitutionality in the future. In fact, some industry chambers have already resorted to the courts to complain against the abuses in the regulation. These include: i) the provisions on required content and production quotas, ii) the mandatory national film screen and audiovisual art quota required, iii) the prior authorization required to create programming networks, iv) the expensive access systems and the time granted for their implementation and v) some issues related to advertising sales and their quotas, among other important issues.

 

Also of note is the highly discretional mandatory divestiture system provided for in the regulations to Section 50 of the Audiovisual Communication Services Law, which has evident confiscatory effects.

 

On September 8, 2010, Resolution AFSCA No. 296/2010 was published in the Official Gazette. This resolution 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 and supplements the provisions of the regulations to the same section of Decree No. 1,225/2010. 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 press, guaranteed by the National Constitution.

 

Even though the referred resolution stated that its effective date would be October 1, 2010, on September 23, 2010, a judge from the Federal Court of Dolores decided to grant the injunction requested by a particular Signal whereby the AFSCA was ordered to refrain from carrying out certain administrative acts and/or acts that entail the application of said Resolution, until a final decision is rendered on this proceeding. The injunction has erga omnes effects and is to be expressly applied to all branches of Cablevisión. Notwithstanding the foregoing, such decision has been recently revoked by the Court of Appeals of Mar del Plata. In the City of Bahía Blanca, two other injunctions were ordered, at the request of several pay TV operators. The injunctions also suspended the application of subsections a) and b) of section 65 of the Law and the regulations thereof, as well as the application of Resolution No. 296/AFSCA/2010, with identical effects. Even though both decisions were revoked by the Federal Court of Bahía Blanca, it should be noted that in re "DORREGO TELEVISIÓN S.A. v./National Executive Branch and others on/Preliminary injunction") on December 29, 2010, the plaintiff has filed an extraordinary appeal. Since the procedural rule (section 198, last paragraph) sets forth that where an appeal against a decision rendered in the first instance is pending before a higher court, proceedings continue in the court of first instance, the injunction granted in the first instance in re "DORREGO TELEVISIÓN S.A. v./National Executive Branch and other on/Preliminary injunction" is still in effect.

 

The Company and its subsidiaries are evaluating the possible effects on their business of such questioned Audiovisual Communication Services Law, its implementing regulations and the matters mentioned above. Therefore, this situation creates a framework of uncertainty about the Company's business. However, depending on several aspects, the Company and its subsidiaries could be forced to divest of certain services, which shall in turn depend on the choices made by the Company and its subsidiaries. All of the above could result in a reduction of the services currently rendered, the ownership and rights of which were acquired in compliance with Law 22,285. Therefore, at present this situation generates uncertainties about the business of the Company and its subsidiaries, which could significantly affect the recoverability of the consolidated relevant assets.

 

However, the recoverability of such assets could be unaffected if the Company's and other parties' main arguments were adopted to create a framework of increased rationality, either by the amendment, repeal or declaration of unconstitutionality of some precepts of the new media law and/or its implementing regulations.

 

The Company and its legal advisors consider that this law and its implementing regulations violate fundamental constitutional rights, such as, the property right and freedom of the press, among others. For this reason, it will continue to bring the legal actions in each instance to safeguard its rights and those of its shareholders; as well as to protect the fundamental principles infringed by such law.

 

The decisions to be made based on these financial statements should contemplate the eventual impact these changes in the regulatory framework may have on the Company and its subsidiaries. These financial statements should be read in the light of this uncertain environment.

 

Note 21. APPLICATION OF THE IFRS

 

The CNV, through Resolutions No. 562/09 and 576/10, has provided for the application of IFRS issued by the IASB for entities that are subject to the public offering regime governed by Law No. 17,811 due to the listing of their shares or notes, and for entities that have applied for authorization to be listed under said regime. Application of these standards shall be mandatory for the Company as from the fiscal year beginning January 1, 2012. For the purposes of the migration to IFRS, the Company will consider as predecessor GAAP the Accounting principles generally accepted in Argentina, which were applied in preparing its local statutory financial statements.

 

On April 29, 2010, the Company's Board of Directors approved the specific implementation plan. As of the date of these financial statements, the Company is working on the adoption of IFRS pursuant to the implementation plan.

 

 

Note 22. Subsequent events

 

a) On January 4, 2011, Cablevisión was served with the interlocutory decision rendered on December 30, 2010 in re "PRAMER S.A. v./ National Government (National Executive Branch) AFSCA on/ COMPLAINT FOR THE PROTECTION OF CONSTITUTIONAL RIGHTS. PRELIMINARY INJUNCTION" (file No. 45089) pending before Federal Court No. 2, Chamber No. 4, of Bahía Blanca, whereby the judge ordered the defendants (National Government - National Executive Branch - and AFSCA) to suspend the application of the provisions of section 65, subsection 3, paragraphs a) and b) of Law No. 26,522, the regulations set forth in Decree No. 1,225/2010 and AFSCA Resolution No. 296.

 

Notwithstanding the foregoing, AFSCA has initiated several summary proceedings in connection with the pay television licenses to which Cablevisión is a lawful successor, arguing that Cablevisión failed to comply with the regulations set forth by AFSCA Resolution No. 296/2010. In this regard, in January 2011 Cablevisión requested the recusation of AFSCA based on section 17, subsection 10, of the National Code of Civil and Commercial Procedure ("enmity, hate or resentment" evidenced in external acts that expose such circumstances to the public performed by the person who is investigating the case and who is ultimately going to render a decision on these proceedings), thus affecting the constitutional right to a defense and due process. On January 24, 2011, such request for recusation was rejected pursuant to Decree No. 72/2011 issued by the National Executive Branch. Simultaneously with the recusation and in the event that such recusation might be rejected, 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, fines were imposed on Cablevisión. That company has filed appeals against the decisions rendered. Since these appeals are still pending resolution, such decisions may be considered not to be final yet.

 

b) On January 14, 2011, Cablevisión's Regular Shareholders' Meeting authorized the issue of non-convertible notes for an aggregate principal amount of up to USD 600,000,000, to be privately placed and to be issued in one or more classes, pursuant to Negotiable Obligations Law No. 23,576, as amended, and its regulations (the "Negotiable Obligations Law"). The Shareholders vested the Board of Directors with the broadest powers to determine all the terms of such notes within the authorized maximum amount, including, without limitation, date and price of issuance, the form, payment terms and use of proceeds, among others.

 

Pursuant to the powers vested on the Board, on February 10, 2011 Cablevisión's Board of Directors decided to issue three classes of notes to refinance certain financial indebtedness due within the next years (each of them, the "Class I Notes", the "Class II Notes" and the "Class III Notes") and to issue an additional class of notes, the proceeds of which will be used to acquire non-financial assets both in Argentina and abroad, and to finance imports in accordance with Central Bank of Argentina regulations (the "Class IV Notes"). Such notes were issued privately.

 

The financial indebtedness that was refinanced in exchange for the new Class I, II and III Notes amounted to USD 382,753,634 and include: (i) USD 88,238,393 aggregate principal amount of Series B Notes due 2013 originally issued by Multicanal and subsequently assumed by Cablevisión as a result of the merger (the 7-year Notes); (ii) USD 71,292,197 aggregate principal amount of Cablevisión's Notes due 2012 (the Short-Term Notes); and (iii) USD 223,223,044 aggregate principal amount of Cablevisión's Notes due 2015, (the Long-Term Notes) and together with the 7-Year Notes and the Short-Term Notes, "Cablevisión's Notes Subject to Refinancing". Interest accrued under Cablevisión's Notes Subject to Refinancing was settled in cash at the time of the exchange of such notes for Class I, II and III Notes. See Note 14 (Negotiable Obligations).

 

Therefore, the non-refinanced balances of the 7-Year Notes issued by Multicanal S.A. and subsequently assumed by Cablevisión as a result of the merger, the Short-Term Notes and the Long-Term Notes issued by Cablevisión are of USD 2,156,968, USD 744,972 and USD 11,898,272, respectively. On April 7, 2011, the Company repaid USD 12,643,244.

 

Below is a summary of the terms and conditions of the Notes:

 

The Class I, II, III and IV Notes were issued by Cablevisión, in its name and as universal successor to all the assets, rights and obligations of Multicanal, on February 11, 2011. They mature on February 11, 2018 are payable in nine equal semiannual installments due in February and August of each year, starting in February 2014 and ending in February 2018. Interest will accrue on the outstanding principal of each class of Notes as from the date of issue until full repayment of the outstanding principal under each class of Notes. Interest shall be paid on a semiannual basis in August and February of each year. The first interest payment date will be on August 11, 2011.

 

Terms and conditions governing each class of Notes:

 

- Class I Notes: (i) Aggregate principal amount: USD 88,238,393; (ii) Payment: exchange and transfer in favor of Cablevisión, of the Notes due 2013, at a rate of USD 1 face value of Class I Notes for each USD 1 face value of the Notes due 2013; (iii) Interest rate: 8.75% nominal interest rate per annum; and (iv) Use of proceeds: Refinancing of the indebtedness under the Notes due 2013.

 

- Class II Notes: (i) Aggregate principal amount: USD 71,292,197; (ii) Payment: exchange and transfer in favor of Cablevisión of the Notes due 2012, at a rate of USD 1 face value of Class II Notes for each USD 1 face value of the Notes due 2012; (iii) Interest rate: 9.375% nominal interest rate per annum; (iv) Use of proceeds: Refinancing of the indebtedness under the Notes due 2012.

 

- Class III Notes: (i) Aggregate principal amount: USD 223,223,044; (ii) Payment: exchange and transfer in favor of Cablevisión of the Notes due 2015 at a rate of USD 1 face value of Class III Notes for each USD 1 face value of the Notes due 2015; (iii) Interest rate: 9.625% nominal interest rate per annum; (iv) Use of proceeds: Refinancing of the indebtedness under the Notes due 2015.

 

- Class IV Notes: (i) Aggregate principal amount: USD 17,246,366; (ii) Payment: In cash; (iii) Interest rate: 9.375% nominal interest rate per annum; (iv) Use of proceeds: Acquisition of non-financial assets and financing of imports in accordance with Central Bank regulations.

 

Once the original refinanced Notes are transferred to Cablevisión, they shall be delivered to the Trustee for its cancellation.

 

c) On February 10, 2011, CMD sold to a third party all of its shares of Dineromail, for approximately USD 4.4 million in cash; part of the price was withheld as guarantee.

 

d) In connection with the Media Secretariat's Resolution 100/2010, which revoked Cablevisión's telecommunications license, originally granted to Fibertel S.A., it should be noted that on February 24, 2011, the Federal Commercial and Civil Court of the City of Buenos Aires, Chamber No. 3, 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 rendering of Internet access services offered by Cablevisión. It also partially changed the above decision by broadening its effects, ordering the National Government to refrain from enforcing Resolution 100/2010, thus allowing new customers to subscribe to the Internet access services offered by Cablevisión.

 

e) On March 1, 2011, the SCI notified Cablevisión and Multicanal of the content of Resolution No. 19/2010, whereby the Secretary of Domestic Trade decided to declare Cablevisión and Multicanal liable for having agreed to divide among themselves the pay television market of the City of Paraná; imposing a joint and several fine of Ps. 2.5 million to each company. Cablevisión will file the relevant appeals and legal actions for the defense of its rights.

 

f) On March 10, 2011 SCI Resolution No. 36/2011 was published in the Official Gazette. This Resolution, which follows the guidelines of SCI Resolution 50/10 (see note 12.2.g.), 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 this period; 2) the price of other services currently rendered by Cablevisión shall remain unchanged as of the date of publication of this resolution; 3) as to the promotional benefits, existing rebates and/or discounts, the company shall maintain those already granted as of that same date. The resolution provides that, Cablevisión must reimburse the users for any amount collected above the price set for this period. Cablevisión believes that this resolution is illegal and arbitrary since it is grounded on Resolution 50/2010, which is absolutely null and void.

 

Cablevisión has requested the suspension of the effects of Resolution No. 36/2011 and Resolution No. 50/10.Such request was resolved in Cablevisión's favor in re "CABLEVISION S.A. v/ National Government (Secretariat of Domestic Trade - Ministry of Economy and Public Finance) on/ Preliminary Injunction" (file No. 6-C-11). The effects of Resolutions No. 50/10 and 36/11 were suspended with respect to CABLEVISION S.A., its branches and subsidiaries, ordering the Secretariat of Domestic Trade and the Ministry of Economy to refrain from executing and/or enforcing such resolutions.

 

g) 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 direct appeal and the appeal filed before the Supreme Court by the National Government and revoked the decision rendered by the Federal Administrative Court of Appeals, Chamber No. 3, which had confirmed the injunction requested by that company in the first instance. Notwithstanding the foregoing, the Company believes that this matter does not have a material impact on the substantive issues discussed in Note 12.2.c.

 

h) At the Grupo Clarin's Annual Regular Shareholders' Meeting held on April 28, 2011, the shareholders decided, among other things, to appropriate the earnings for the year 2010, which amounted to Ps. 533,714,480, as follows: i) Ps. 26,685,724 to the legal reserve, ii) Ps. 120,000,000 to distribution of dividends and iii) Ps. 387,028,756 to retained earnings.

Report of Independent Auditors

 

 

To the board of directors and shareholders of

Grupo Clarín S.A.

 

We have audited the accompanying consolidated balance sheets of Grupo Clarín S.A. and its subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of income, of shareholders' equity and other comprehensive income and of cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

Except as discussed in the following paragraphs, we conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

We were unable to obtain audited financial statements supporting the Company´s investment in Papel Prensa S.A.I.C.F. y M. stated at Ps. 137,735,937 as of December 31, 2010 or its equity in earnings of that affiliate of Ps. 2,852,625, which is included in net income for the year then ended as described in Note 2 to the consolidated financial statements; nor were we able to satisfy ourselves as to the carrying value of the investment or the equity in earnings by other auditing procedures.

 

In our opinion, except for the effects of such adjustments, if any, as might have been determined to be necessary had we been able to examine evidence regarding the investment and earnings in Papel Prensa, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Grupo Clarín S.A. and its subsidiaries at December 31, 2010 and 2009 and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

We draw attention to Notes 12, 20 and 22 to the consolidated financial statements, which describe the uncertainties related to the effects of the resolutions issued by several regulators on matters associated with the acquisition of Cablevisión S.A. and other companies and their subsequent merge with Multicanal S.A. and other companies; the revocation of the License that had been originally granted to FIBERTEL S.A.; the effects of the change in the audiovisual communication services regulatory framework and the outcome of the legal actions being brought by the Company in this connection; and, the effects of resolution issued by the regulator to calculate the monthly fee payable by the users of cable television services. Our opinion is not qualified in respect to these matters.

City of Buenos Aires, Argentina

April 29, 2011

Price Waterhouse & Co. S.R.L.

Carlos Pace (Partner)

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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