Edgar Filing: UNIVISION COMMUNICATIONS INC

Prepared by MERRILL CORPORATION
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended September 30, 2001

Commission File Number: 001-12223

UNIVISION COMMUNICATIONS INC.
(Exact Name of Registrant as specified in its charter)

Delaware		No. 95-4398884
(State of Incorporation)		(I.R.S. Employer Identification)

Univision Communications Inc.
1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067
Tel: (310) 556-7676
(address and telephone number of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/ No / /

There were 140,694,687 shares of Class A Common Stock, 37,962,090 shares of Class P Common Stock, 13,593,034 shares of Class T Common Stock and 17,837,164 of Class V Common Stock outstanding as of October 17, 2001.

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
INDEX

			Page
Part I—Financial Information:
	Financial Introduction		3
		Item 1. Condensed Consolidated Financial Statements
		Condensed Consolidated Balance Sheets at September 30, 2001 (Unaudited) and December 31, 2000	4
		Condensed Consolidated Statements of Income (Unaudited) for the three and nine months ended September 30, 2001 and 2000	5
		Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2001 and 2000	6
		Notes to the Condensed Consolidated Financial Statements (Unaudited)	7
		Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	12
		Item 3. Quantitative and Qualitative Disclosures About Market Risk	19
Part II—Other Information:
		Item 6. Exhibits and Reports on Form 8-K	19

Part I

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
Financial Introduction

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements. The interim financial statements are unaudited but include all adjustments, which are of a normal recurring nature, that management considers necessary to fairly present the financial position and the results of operations for such periods. Results of operations of interim periods are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the audited consolidated financial statements in the Company's Annual Report on Form 10-K for December 31, 2000.

Part I, Item 1

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per-share data)

			September 30, 2001			December 31, 2000
			(Unaudited)
ASSETS
Current assets:
	Cash		$	32,095		$	54,528
	Accounts receivable, net			171,405			149,437
	Program rights			33,727			22,249
	Prepaid expenses and other assets			20,008			23,658

		Total current assets		257,235			249,872
Property and equipment, net				376,249			247,233
Intangible assets, net				1,526,966			512,544
Deferred financing costs, net				19,846			4,686
Deferred tax asset				—			7,782
Program rights				9,756			19,023
Investment in unconsolidated subsidiaries				558,578			400,488
Other assets				30,961			6,677

Total assets			$	2,779,591		$	1,448,305

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable and accrued liabilities		$	102,319		$	106,418
	Deferred advertising revenue			19,859			—
	Income taxes payable			16,929			23,021
	Accrued interest			8,758			908
	Accrued license fee			9,978			12,557
	Obligations for program rights			5,136			1,088
	Current portion of long-term debt and capital lease obligations			4,877			218,969

		Total current liabilities		167,856			362,961
Long-term debt				1,132,394			298,289
Note payable due USA Broadcasting				592,175			—
Capital lease obligations, less current portion				84,781			79,400
Deferred tax liability				524			—
Other long-term liabilities				7,218			6,323

		Total liabilities		1,984,948			746,973
Redeemable convertible 6% preferred stock, $.01 par value, with a conversion price of $8.171875 to Class A Common Stock (Zero shares and 6,000 shares issued and outstanding at September 30, 2001 and December 31, 2000, respectively)				—			6,060
Stockholders' equity:
Preferred stock, $.01 par value (10,000,000 shares authorized; zero shares issued and outstanding)				—			—
Common stock, $.01 par value (492,000,000 shares authorized; 210,086,975 and 207,081,700 shares issued, including shares in treasury, at September 30, 2001 and December 31, 2000, respectively)				2,101			2,071
Paid-in-capital				554,144			496,227
Retained earnings				260,591			219,167

				816,836			717,465
Less common stock held in treasury (1,017,180 shares at cost at September 30, 2001 and December 31, 2000)				(22,193	)		(22,193	)

		Total stockholders' equity		794,643			695,272

Total liabilities and stockholders' equity			$	2,779,591		$	1,448,305

See notes to condensed consolidated financial statements.

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Three and Nine Months Ended September 30,

(In thousands, except share and per-share data)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2001			2000			2001			2000
Net revenues	$	221,694		$	211,989		$	654,083		$	624,605
Direct operating expenses		88,721			78,349			264,049			225,343
Selling, general and administrative expenses		51,391			54,945			166,645			169,185
Depreciation and amortization		21,603			17,160			58,521			49,347

Operating income		59,979			61,535			164,868			180,730
Interest expense, net		16,480			7,538			35,665			20,651
Amortization of deferred financing costs		799			338			1,476			1,022
Equity loss in unconsolidated subsidiaries and other		22,877			72			36,644			72

Income before taxes and extraordinary loss on extinguishment of debt		19,823			53,587			91,083			158,985
Provision for income taxes		10,933			25,967			47,283			77,075

Income before extraordinary loss on extinguishment of debt		8,890			27,620			43,800			81,910
Extraordinary loss on extinguishment of debt, net of tax benefit		(1,976	)		—			(2,306	)		—

Net income		6,914			27,620			41,494			81,910
Preferred stock dividends		—			(135	)		(70	)		(405	)

Net income available to common stockholders	$	6,914		$	27,485		$	41,424		$	81,505

Basic Earnings Per Share
Income per share available to common stockholders before extraordinary loss	$	0.04		$	0.13		$	0.21		$	0.40
Extraordinary loss per share		(0.01	)		—			(0.01	)		—

Net income per share available to common stockholders	$	0.03		$	0.13		$	0.20		$	0.40

Weighted average common shares outstanding		208,872,216			205,310,879			207,747,525			204,627,009

Diluted Earnings Per Share
Income per share available to common stockholders before extraordinary loss	$	0.04		$	0.12		$	0.18		$	0.34
Extraordinary loss per share		(0.01	)		—			(0.01	)		—

Net income per share available to common stockholders	$	0.03		$	0.12		$	0.17		$	0.34

Weighted average common shares outstanding		239,642,080			239,319,559			239,558,643			239,096,677

See notes to condensed consolidated financial statements.

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30,

(Dollars in thousands)

(Unaudited)

		2001			2000
Net income		$	41,494		$	81,910
Adjustments to reconcile net income to net cash from operating activities:
	Depreciation		28,198			20,297
	Loss on sale of fixed assets		11			3
	Senior Note bond discount accretion		62			—
	Equity loss in unconsolidated subsidiaries		36,479			72
	Amortization of intangible assets and deferred financing costs		31,799			30,072
	Extraordinary loss on extinguishment of debt, net of tax benefit		2,306			—
Changes in assets and liabilities:
	Accounts receivable		(19,774	)		17,955
	Intangible assets		(546	)		(30	)
	Deferred income taxes		9,822			5,520
	License fees payable		93,500			92,055
	Payment of license fees		(96,079	)		(90,662	)
	Deferred advertising revenue		19,859			—
	Program rights		354			(3,313	)
	Prepaid expenses and other assets		225			(8,147	)
	Accounts payable and accrued liabilities		(12,576	)		13,757
	Income taxes		(4,523	)		22,797
	Income tax benefit from options exercised		25,905			38,234
	Accrued interest		15,073			6,883
	Obligations for program rights		(5,786	)		(702	)
	Other, net		128			(328	)

Net cash provided by operating activities			165,931			226,373

Cash flow from investing activities:
	Acquisitions of USA Broadcasting stations		(432,783	)		—
	Investment in unconsolidated subsidiaries		(168,297	)		(334,207	)
	Acquisition of Washington station		(68,386	)		—
	Investment in Equity Broadcasting		(45,960	)		—
	Capital expenditures		(85,372	)		(44,584	)
	Proceeds from sale of fixed assets		4			9

Net cash used in investing activities			(800,794	)		(378,782	)

Cash flow from financing activities:
	Proceeds from issuance of long-term debt		1,687,720			235,000
	Repayment of long-term debt		(1,079,173	)		(92,265	)
	Exercise of options		24,525			17,561
	Preferred stock dividends paid		(130	)		(405	)
	Deferred financing costs		(20,512	)		(20	)

Net cash provided by financing activities			612,430			159,871

Net increase in cash			(22,433	)		7,462
Cash beginning of year			54,528			22,558

Cash end of period		$	32,095		$	30,020

Supplemental disclosure of cash flow information:
	Interest paid	$	21,874		$	14,110

	Income taxes paid	$	16,372		$	10,860

See notes to condensed consolidated financial statements.

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

September 30, 2001

(Unaudited)

1. Organization of the Company

The operations of Univision Communications Inc. and its wholly owned subsidiaries (the "Company"), the leading Spanish-language television broadcast company in the United States, include Univision Network (the "Network"), the most-watched Spanish-language television network in the United States; Univision Television Group ("UTG"), which owns and operates 12 full-power and 7 low-power television stations (the "O&Os"), including full-power stations in 11 of the top 15 U.S. Hispanic markets; Galavisión, the country's leading Spanish-language cable network; Univision Music, which includes a 50% interest in Disa Records, one of the leading music publishing and recording companies in Mexico and Univision Online, Inc. ("Univision Online"), which operates the Company's Internet portal, Univision.com. The Network's signal covers 95 percent of all U.S. Hispanic households through the O&Os, the Network's affiliates (15 full-power and 17 low-power stations with which the Company has affiliation agreements) ("Affiliated Stations") and cable affiliates.

Effective August 21, 2001, the Company acquired full ownership interest in all 13 of USA Broadcasting's full-power television stations in the key markets of Los Angeles, New York, Chicago, Philadelphia, Boston, Miami, Dallas, Atlanta, Tampa, Houston, Cleveland and Orlando (see Note 5). The Company also acquired the majority interest in the Washington D.C. station in which it had acquired a minority interest from USA Broadcasting. Collectively, all these stations will be referred to as the "USA Group Stations" in this document. In addition, the Company has minority ownership interests in three USA stations located in San Francisco, Denver and St. Louis. The Company has agreed to acquire the majority interest in the San Francisco station. Most of the USA Group Stations, along with additional stations the Company is planning on purchasing will become part of a second network (the "Telefutura Network") the Company expects to launch on January 14, 2002.

2. Options & Treasury Stock

During the three months ended September 30, 2001, options were exercised for 484,450 shares of Class A Common Stock, resulting in an increase to Common Stock of $4,845 and an increase to Paid-in-capital of $11,492,000, which included a tax benefit associated with the transactions of $4,051,000. During the nine months ended September 30, 2001, options were exercised for 2,271,050 shares of Class A Common Stock, resulting in an increase to Common Stock of $22,711 and an increase to Paid-in-capital of $51,924,000, which included a tax benefit associated with the transactions of $27,421,000. During the nine months ended September 30, 2001, 6,000 redeemable convertible 6% preferred stock shares were redeemed and converted into a total of 734,225 shares of Class A Common Stock, resulting in an increase to Common Stock of approximately $7,342 and to Paid-in-capital of $5,993,000.

3. Earnings Per Share

The following is the reconciliation of the numerator and the denominator of the basic and diluted earnings-per-share computations required by Statement of Financial Accounting Standards ("SFAS") No. 128 ("Earnings Per Share"):

(Dollars in thousands, except for share and per-share data):

	Three Months Ended September 30, 2001					Three Months Ended September 30, 2000
	Income (Numerator)		Shares (Denominator)	Per-Share Amount		Income (Numerator)			Shares (Denominator)	Per-Share Amount
Income before extraordinary items	$	8,890				$	27,620
Less preferred stock dividends		—					(135	)

Basic Earnings Per Share
Income before extraordinary items per share available to common stockholders		8,890	208,872,216	$	0.04		27,485		205,310,879	$	0.13
Effect of Dilutive Securities
Warrants		—	27,413,309				—		27,421,795
Options		—	3,356,555				—		5,485,547
Convertible Preferred Stock		—	—				135		1,101,338

Diluted Earnings Per Share
Income before extraordinary items per share available to common stockholders	$	8,890	239,642,080	$	0.04	$	27,620		239,319,559	$	0.12

(Dollars in thousands, except for share and per-share data):

	Nine Months Ended September 30, 2001						Nine Months Ended September 30, 2000
	Income (Numerator)			Shares (Denominator)	Per-Share Amount		Income (Numerator)			Shares (Denominator)	Per-Share Amount
Income before extraordinary items	$	43,800					$	81,910
Less preferred stock dividends		(70	)					(405	)

Basic Earnings Per Share
Income before extraordinary items per share available to common stockholders		43,730		207,747,525	$	0.21		81,505		204,627,009	$	0.40

Effect of Dilutive Securities
Warrants		—		27,416,596				—		27,422,429
Options		—		4,201,448				—		5,945,901
Convertible Preferred Stock		70		193,074				405		1,101,338

Diluted Earnings Per Share
Income before extraordinary items per share available to common stockholders	$	43,800		239,558,643	$	0.18	$	81,910		239,096,677	$	0.34

4. Business Segments

The Company's principal business segment is broadcasting, which includes the operations of the Company's Network, O&Os and Galavisión. Beginning in the third quarter of 1999, the Company began allocating resources to Univision Online, which launched its Internet portal during the third quarter of 2000. The Company manages its broadcast business and Internet business separately based on the fundamental differences in their operations. The Company was not required to report segment information in 2000 since its Internet business did not meet certain quantitative threshold tests of SFAS No. 131. Presented below is segment information pertaining to the Company's broadcasting and Internet business.

(In thousands)

	Three Months Ended September 30, 2001							Three Months Ended September 30, 2000
	Broadcasting/ Other		Internet			Total		Broadcasting/ Other		Internet			Total
Net revenues	$	220,218	$	1,476		$	221,694	$	211,989	$	—		$	211,989
Direct operating expenses		83,390		5,331			88,721		74,377		3,972			78,349
Selling, general and administrative expenses		47,245		4,146			51,391		48,925		6,020			54,945
Depreciation and amortization		20,090		1,513			21,603		16,464		696			17,160

Operating income (loss)	$	69,493	$	(9,514	)	$	59,979	$	72,223	$	(10,688	)	$	61,535

Capital expenditures	$	42,477	$	2,047		$	44,524	$	16,332	$	1,168		$	17,500

Total assets	$	2,761,060	$	18,531,		$	2,779,591	$	1,291,249	$	15,581		$	1,306,830

(In thousands)

	Nine Months Ended September 30, 2001							Nine Months Ended September 30, 2000
	Broadcasting/ Other		Internet			Total		Broadcasting/ Other		Internet			Total
Net revenues	$	650,217	$	3,866		$	654,083	$	624,605	$	—		$	624,605
Direct operating expenses		244,517		19,532			264,049		216,200		9,143			225,343
Selling, general and administrative expenses		152,577		14,068			166,645		157,740		11,445			169,185
Depreciation and amortization		54,169		4,352			58,521		48,508		839			49,347

Operating income (loss)	$	198,954	$	(34,086	)	$	164,868	$	202,157	$	(21,427	)	$	180,730

Capital expenditures	$	80,586	$	4,786		$	85,372	$	33,371	$	11,213		$	44,584

Total assets	$	2,761,060	$	18,531		$	2,779,591	$	1,291,249	$	15,581		$	1,306,830

5. Business developments and acquisitions

On December 7, 2000, the Company announced that it would acquire 13 fully owned full-power television stations, minority interests in four additional full-power television stations and Station Works, the master control operating system, from USA Broadcasting for $1.1 billion in cash. On June 12, 2001, the Company acquired the first three stations and the Station Works facility, together with the minority ownership interests in the four additional stations for $294,069,000 in cash, excluding legal and consulting fees, financed with drawings under a temporary acquisition facility with Goldman Sachs. On August 21, 2001, the Company acquired the remaining ten USA Broadcasting stations through the issuance of notes aggregating approximately $808 million. The Company made a payment under the

notes of approximately $216 million in September 2001 and expects to make the remaining payment of approximately $592 million in January 2002.

In August 2001, the Company acquired the majority interest in the Washington, D.C. station, in which it had acquired a minority interest from USA Broadcasting, for an additional $59 million through a bankruptcy court proceeding. In addition, the Company exercised a call right to purchase the majority interest in the former USA Broadcasting station in San Francisco. The Company currently has a 49% interest in the station and expects to pay approximately $39 million for the remaining 51% interest. The purchase is expected to be consummated by the end of the first quarter of 2002.

The Company is in the process of having independent appraisals performed on the stations acquired during the current year, which are expected to be completed during the fourth quarter of 2001.

On September 28, 2001, the Company loaned Equity Broadcasting Corporation approximately $20,000,000 for the acquisition of two full-power and four low-power television stations. The transaction created an interest-bearing note receivable due to the Company from Equity Broadcasting Corporation.

On October 11, 2001, the Company entered into as asset purchase agreement to acquire stations in Killeen and El Paso, Texas from White Knight Broadcasting for approximately $30 million. Concurrently, the Company assigned its right to acquire the El Paso station to Entravision Communications Corporation for approximately $18 million. Should Entravision Communications Corporation fail to acquire the El Paso station, the Company will remain liable for the purchase price under the asset purchase agreement.

6. New Accounting Standards

On June 30, 2001, the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting and eliminates the pooling method of accounting. SFAS No. 141 will not have an impact on the Company's business since the Company has historically accounted for all business combinations using the purchase method of accounting. With the adoption of SFAS No. 142, effective January 1, 2002, goodwill will no longer be subject to amortization over its estimated useful life. However, goodwill and other intangibles will be subject to at least an annual assessment for impairment and more frequently if circumstances indicate a possible impairment exists. In addition, under SFAS No. 142, an acquired intangible asset should be separately recognized if the benefit of the intangible is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented, or exchanged. Intangible assets will be amortized over their useful lives.

Based on current assessments, the Company believes that the adoption of SFAS No. 142 will result in a substantial reduction of amortization expense since goodwill, broadcast licenses and affiliation agreements will no longer be amortized. These amounts have not yet been quantified.

Part I, Item 2

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
Form 10-Q

Management's Discussion and Analysis of Financial Condition and Results of Operations

The major assets of Univision Communications Inc. and its wholly owned subsidiaries (the "Company") are the Company's investments in Univision Television Group ("UTG") and Univision Network (the "Network"), from which substantially all of the Company's revenues are derived, as well as its investment in the USA Group Stations that will become part of the Telefutura Network in 2002. UTG's net revenues are derived from the owned-and-operated stations (the "O&Os") and include gross advertising revenues generated from the sale of national and local spot advertising time, net of agency commissions. The Network's net revenues include gross advertising revenues generated from the sale of Network advertising, net of agency commissions and station compensation to the Network's affiliates (15 full-power and 17 low-power stations with which the Company has affiliation agreements), as well as subscriber fees. Also included in net revenues are Galavisión's gross advertising revenues, net of agency commissions, Galavisión's subscriber fee revenues, net revenues of Univision Online, Inc. ("Univision Online"), net revenues from the Univision Music, net revenues from the USA Group Stations and miscellaneous revenues.

Direct operating expenses consist of programming, news and general operating costs.

"EBITDA" is defined as earnings before interest, taxes, depreciation and amortization, and non-recurring charges and is the sum of operating income plus depreciation and amortization. The Company has included EBITDA data because such data is commonly used as a measure of performance for broadcast companies and is also used by investors to measure a company's ability to service debt. EBITDA is not, and should not be used as, an indicator of or an alternative to operating income, net income or cash flow as reflected in the consolidated financial statements, is not a measure of financial performance under generally accepted accounting principles and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles.

Nine Months Ended September 30, 2001 ("2001"), Compared to Nine Months Ended September 30, 2000 ("2000")

Revenues. Net revenues were $654,083,000 in 2001 compared to $624,605,000 in 2000, an increase of $29,478,000 or 4.7%. The Network accounted for $25,304,000 or 85.8% of the increase, the USA Group Stations, Univision Online, Univision Music, and Galavisión accounted for $4,540,000 or 15.4%, $3,866,000 or 13.1%, $3,384,000 or 11.5% and $3,337,000 or 11.3% respectively, of the increase, while the O&Os accounted for a decrease in net revenues of $10,953,000 or 37.1%. The Company's core Broadcast Group (Network, UTG and Galavisión) revenue was $642,293,000 in 2001 compared to $624,605,000 in 2000, an increase of $17,688,000 or 2.8%. The Network's increase is due primarily to an increase of approximately 22% in the average price of advertising spots offset in part by a decrease in volume of approximately 13%. The decrease at the O&Os is due primarily to lower prices for advertising spots of approximately 4%, while the number of spots sold remained essentially flat. The O&Os decrease in revenues was attributable primarily to the Miami, Los Angeles and New York stations offset in part by increases in revenues from the Dallas, San Antonio, Fresno, Chicago and Phoenix stations.

Expenses. Direct operating expenses, which include corporate charges of $244,000 and $273,000 in 2001 and 2000, respectively, increased to $264,049,000 in 2001 from $225,343,000 in 2000, an increase of $38,706,000 or 17.2%. The increase was primarily the result of: (a) increased license fees paid or

payable under our program license agreements, programming charges for cancelled shows, which includes a cost reduction charge of $3,635,000, and other increased programming costs associated with entertainment and movies accounted for $10,153,000 of the increase, offset in part by the elimination of programming costs associated with a show cancelled in 2000 and reduced novela purchasing costs aggregating $4,305,000; (b) increased sports-related programming costs of $15,993,000, which includes a cost reduction charge of $1,684,000; (c) increased Univision Online costs of $10,389,000; (d) increased USA Group Station costs and Telefutura start-up costs of $3,365,000 and (e) increased Univision Music costs of $2,202,000. As a percentage of net revenues, direct operating expenses increased from 36.1% in 2000 to 40.4% in 2001.

Selling, general and administrative expenses, which include corporate charges of $9,017,000 and $10,300,000 in 2001 and 2000, respectively, decreased to $166,645,000 in 2001 from $169,185,000 in 2000, a decrease of $2,540,000 or 1.5%. The decrease is due to a reduction in compensation costs of $14,041,000 and the elimination of 2000 costs related to the Company's national advertising campaign of $3,980,000. These decreases were offset by a charge of $6,573,000 for a cost reduction initiative primarily related to severance costs, increased Univision Online costs of $2,623,000, increased Univision Music costs of $2,346,000, increased USA Group Station costs and Telefutura start-up costs of $2,391,000 and an increase in employee benefit costs of $2,495,000. As a percentage of net revenues, selling, general and administrative expenses decreased from 27.1% in 2000 to 25.5% in 2001.

Depreciation and Amortization. Depreciation and amortization increased to $58,521,000 in 2001 from $49,347,000 in 2000, an increase of $9,174,000 or 18.6%. The increase is due primarily to an increase in depreciation related to increased capital expenditures and an increase in goodwill amortization resulting primarily from the acquisition of certain USA Broadcasting stations acquired prior the issuance of SFAS No. 142 on June 30, 2001 (see Note 6).

Operating Income. As a result of the above factors, operating income decreased to $164,868,000 in 2001 from $180,730,000 in 2000, a decrease of $15,862,000 or 8.8%. As a percentage of net revenues, operating income decreased from 28.9% in 2000 to 25.2% in 2001.

Interest Expense, net. Interest expense increased to $35,665,000 in 2001 from $20,651,000 in 2000, an increase of $15,014,000 or 72.7%. The increase is due primarily to increased borrowings associated with the Company's increased investment in Entravision Communications Corporation during the latter part of 2000 and the acquisition of certain USA Broadcasting stations in mid-June 2001.

Equity Loss in Unconsolidated Subsidiaries and Other. Equity loss in unconsolidated subsidiaries and other increased to $36,644,000 in 2001 from $72,000 in 2000, an increase of $36,572,000. The increase is due primarily to a charge of $16,804,000 relating to the dissolution of the Company's joint venture in Ask Jeeves en Español, Inc. and equity losses in unconsolidated subsidiaries relating to Entravision Communications Corporation.

Provision for Income Taxes. In 2001, the Company reported an income tax provision of $47,283,000, representing $38,080,000 of current tax expense and $9,203,000 of deferred tax expense. In 2000, the Company reported an income tax provision of $77,075,000, representing $70,755,000 of current tax expense and $6,320,000 of deferred tax expense. The total effective tax rate was 51.9% in 2001 and 48.5% in 2000. The Company's effective tax rate of 51.9% for 2001 is higher than the 48.5% for 2000 since the Company's relatively fixed permanent non-deductible tax differences have a greater effect as book pre-tax income decreases.

Extraordinary Loss on Extinguishment of Debt, Net of Tax. The Company's extraordinary loss on extinguishment of debt of $2,306,000 in 2001 is due to the write-off of deferred financing cost related to its terminated credit facilities.

Net Income. As a result of the above factors, net income in 2001 was $41,494,000 compared to $81,910,000 in 2000, a decrease of $40,416,000 or 49.3%. On a comparable basis, excluding, in 2000, Univision Online losses of $12,785,000 and executive resignation costs of $1,186,000 and in 2001, Univision Online losses of $22,683,000, equity losses in unconsolidated subsidiaries of $20,510,000, the cost reduction initiative charge of $7,076,000, USA Group Station losses of $6,820,000, Univision Music losses of $1,464,000 and the extraordinary loss of $2,306,000 (all net of tax), net income increased by $6,472,000 or 6.8% to $102,353,000 in 2001 from $95,881,000 in 2000. As a percentage of net revenues, net income decreased from 13.1% in 2000 to 6.3% in 2001. On a comparable basis, as a percentage of net revenues, net income increased from 15.4% in 2000 to 15.9% in 2001.

Corporate Charges. Corporate charges decreased to $9,261,000 in 2001 from $10,573,000 in 2000, a decrease of $1,312,000 or 12.4%. The decrease is primarily due to costs associated with compensation and benefits. As a percentage of net revenues, corporate charges decreased from 1.7% in 2000 to 1.4% in 2001.

EBITDA. EBITDA decreased to $223,389,000 in 2001 from $230,077,000 in 2000, a decrease of $6,688,000 or 2.9%. As a percentage of net revenues, EBITDA decreased from 36.8% in 2000 to 34.2% in 2001.

On a comparable basis, excluding Univision Online losses of $29,734,000, the cost reduction initiative charge of $11,892,000, USA Group Station losses of $1,216,000 and Univision Music losses of $1,164,000 in 2001 and Univision Online losses of $20,588,000 and executive resignation costs of $2,000,000 in 2000, EBITDA increased by $14,730,000 or 5.8% to $267,395,000 in 2001 from $252,665,000 in 2000. As a percentage of net revenues, EBITDA, on a comparable basis, increased from 40.5% in 2000 to 41.6% in 2001.

Three Months Ended September 30, 2001 ("2001"), Compared to Three Months Ended September 30, 2000 ("2000")

Revenues. Net revenues were $221,694,000 in 2001 compared to $211,989,000 in 2000, an increase of $9,705,000 or 4.6%. The Network accounted for $5,366,000 or 55.3% of the increase, the USA Group Stations, Univision Music, Univision Online and accounted for $3,849,000 or 39.7%, $3,384,000 or 34.9% and $1,476,000 or 15.2% respectively, of the increase, while the O&Os and Galavisión accounted for a decrease in net revenues of $4,296,000 or 44.3% and $74,000 or .8%. The Company's core Broadcast Group revenue was $212,985,000 in 2001 compared to $211,989,000 in 2000, an increase of $996,000 or .5%. The Network's increase is due primarily to an increase of approximately 24% in the average price of advertising spots offset in part by a decrease in volume of approximately 18%. The decrease at the O&Os is due primarily to lower prices for advertising spots of approximately 5%, while the number of spots sold remained essentially flat. The O&Os decrease in revenues was attributable primarily to the Miami and Los Angeles stations offset in part by increases in revenues from the Dallas, San Antonio, Chicago, San Francisco and Fresno stations.

Expenses. Direct operating expenses, which include corporate charges of $79,000 and $83,000 in 2001 and 2000, respectively, increased to $88,721,000 in 2001 from $78,349,000 in 2000, an increase of $10,372,000 or 13.2%. The increase was primarily the result of: (a) higher sports-related programming costs which accounted for $8,553,000 of the increase, offset in part by the elimination of programming costs associated with a show cancelled in 2000, reduced novela purchasing costs, a decrease in technical and news costs and a decrease in license fees paid or payable under our program license agreements aggregating $4,492,000; (b) increased Univision Online costs of $1,359,000; (c) increased USA Group Station costs and Telefutura start-up costs of $2,750,000 and (d) increased Univision Music costs of $2,202,000. As a percentage of net revenues, direct operating expenses increased from 37.0% in 2000 to 40.0% in 2001.

Selling, general and administrative expenses, which include corporate charges of $2,529,000 and $3,759,000 in 2001 and 2000, respectively, decreased to $51,391,000 in 2001 from $54,945,000 in 2000, a decrease of $3,554,000 or 6.5%. The decrease is due in part to a reduction in compensation costs of $6,233,000 and in lower Univision Online costs of $1,874,000. These decreases were partially offset by increases in USA Group Station costs and Telefutura start-up costs of $2,008,000, in Univision Music costs of $1,511,000, in employee benefit costs of $911,000 and in sales and research costs of $660,000. As a percentage of net revenues, selling, general and administrative expenses decreased from 25.9% in 2000 to 23.2% in 2001.

Depreciation and Amortization. Depreciation and amortization increased to $21,603,000 in 2001 from $17,160,000 in 2000, an increase of $4,443,000 or 25.9%. The increase is due primarily to an increase in depreciation related to increased capital expenditures and an increase in goodwill amortization resulting primarily from the acquisition of certain USA Broadcasting stations acquired prior the issuance of SFAS No. 142 on June 30, 2001 (see Note 6).

Operating Income. As a result of the above factors, operating income decreased to $59,979,000 in 2001 from $61,535,000 in 2000, a decrease of $1,556,000 or 2.5%. As a percentage of net revenues, operating income decreased from 29.0% in 2000 to 27.1% in 2001.

Interest Expense, net. Interest expense increased to $16,480,000 in 2001 from $7,538,000 in 2000, an increase of $8,942,000 or 118,6%. The increase is due primarily to increased borrowings associated the acquisition of certain USA Broadcasting stations in mid-June 2001.

Equity Loss in Unconsolidated Subsidiaries and Other. Equity loss in unconsolidated subsidiaries and other increased to $22,877,000 in 2001 from $72,000 in 2000, an increase of $22,805,000. The increase is due primarily to a charge of $16,804,000 relating to the dissolution of the Company's joint venture in Ask Jeeves en Español, Inc. and equity losses in unconsolidated subsidiaries relating to Entravision Communications Corporation.

Provision for Income Taxes. In 2001, the Company reported an income tax provision of $10,933,000, representing $3,230,000 of current tax expense and $7,703,000 of deferred tax expense. In 2000, the Company reported an income tax provision of $25,967,000, representing $23,353,000 of current tax expense and $2,614,000 of deferred tax expense. The total effective tax rate was 55.2% in 2001 and 48.5% in 2000. The Company's effective tax rate of 55.2% for 2001 is higher than the 48.5% for 2000 since the Company's relatively fixed permanent non-deductible tax differences have a greater effect as book pre-tax income decreases.

Extraordinary Loss on Extinguishment of Debt, Net of Tax. The Company's extraordinary loss on extinguishment of debt of $1,976,000 in 2001 is due to the write-off of deferred financing cost related to its terminated credit facilities.

Net Income. As a result of the above factors, net income in 2001 was $6,914,000 compared to $27,620,000 in 2000, a decrease of $20,706,000 or 75.0%. On a comparable basis, excluding, in 2000, Univision Online losses of $6,396,000 and executive resignation costs of $1,186,000 and in 2001, Univision Online losses of $7,673,000, equity losses in unconsolidated subsidiaries of $12,653,000, USA Group Station losses of $6,229,000, Univision Music losses of $974,000 and the extraordinary loss of $1,976,000 (all net of tax), net income increased by $1,217,000 or 3.5% to $36,419,00 in 2001 from $35,202,000 in 2000. As a percentage of net revenues, net income decreased from 13.0% in 2000 to 3.1% in 2001. On a comparable basis, as a percentage of net revenues, net income increased from 16.6% in 2000 to 17.1% in 2001.

Corporate Charges. Corporate charges decreased to $2,608,000 in 2001 from $3,842,000 in 2000, a decrease of $1,234,000 or 32.1%. The decrease is primarily due to costs associated with compensation

and benefits. As a percentage of net revenues, corporate charges decreased from 1.8% in 2000 to 1.2% in 2001.

EBITDA. EBITDA increased to $81,582,000 in 2001 from $78,695,000 in 2000, an increase of $2,887,000 or 3.7%. As a percentage of net revenues, EBITDA decreased from 37.1% in 2000 to 36.8% in 2001.

On a comparable basis, excluding Univision Online losses of $8,001,000, USA Group Station losses of $909,000 and Univision Music losses of $330,000 in 2001 and Univision Online losses of $9,992,000 and executive resignation costs of $2,000,000 in 2000, EBITDA increased by $135,000 or .1% to $90,822,000 in 2001 from $90,687,000 in 2000. As a percentage of net revenues, EBITDA, on a comparable basis, decreased from 42.8% in 2000 to 42.6% in 2001.

Liquidity and Capital Resources

The Company's primary source of cash flow is its broadcasting operations. Funds for debt service, capital expenditures and operations historically have been provided by income from operations and by borrowings.

Capital expenditures totaled $85,372,000 for the nine months ended September 30, 2001. This amount excludes the capitalized lease obligations of the Company. In addition to performing normal capital improvements and replacing several towers and antennas, the Company is also in the process of completing upgrades to its management information systems infrastructure and the build-out of its television station facilities in Los Angeles, Phoenix and Bakersfield. For the balance of 2001, the Company plans to spend a total of approximately $75,000,000. Total capital expenditures for 2001 will consist of $62,000,000 for the build-out of its television station facilities in Los Angeles, Phoenix and Bakersfield, $8,500,000 for Univision Online, $30,000,000 for digital technology, $27,000,000 for the Telefutura Network and approximately $32,500,000 for normal capital improvements, Network facilities expansion and management information systems. The Company expects to fund its capital expenditure requirements primarily from its operating cash flow and, if necessary, from proceeds available under its bank facility.

On July 18, 2001, the Company issued 7.85% Senior Notes due 2011 (the "Notes"), which have a face value of $500,000,000 and bear simple interest at 7.85%, to qualified institutional buyers. The Company received net proceeds of $495,370,000 from the issuance of the Notes, which along with cash from operations was used to repay the $500,000,000 temporary acquisition credit facility with Goldman Sachs. The Company will pay interest on the Notes on January 15 and July 15 of each year. The Notes are the Company's senior unsecured obligations, are equal in right of payment with all of the Company's existing and future senior unsecured indebtedness, are senior in right of payment to any of the Company's future subordinated indebtedness and are fully and unconditionally guaranteed by all of the Company's guarantors, who are described below. The Company has the option to redeem all or a portion of the Notes at any time at the redemption prices set forth in the note agreement. The indenture does not contain any provisions that would require us to repurchase or redeem or otherwise modify the terms of the Notes upon a change of control. The indenture does not limit our ability to incur indebtedness or require the maintenance of financial ratios or specified levels of net worth or liquidity.

Concurrent with the issuance of the Senior Notes on July 18, 2001, the Company entered into a new five-year credit agreement with a syndicate of commercial lenders from whom the Company received commitments of $1.22 billion. The new credit agreement consists of a $500 million revolving credit facility and a $720 million term loan. Each of the credit facilities will mature on the fifth anniversary of the date of the initial borrowings under the credit agreement. At September 30, 2001, the Company had borrowings of $465,000,000 outstanding under its term loan and $87,350,000 outstanding under its revolving credit facility.

The subsidiaries that are guaranteeing the Company's obligations under the new revolving credit facility and term loan are also guaranteeing the Notes. Initially, the subsidiary guarantors under the new credit facilities are all of our domestic subsidiaries other than certain immaterial subsidiaries and, until final payment of the purchase price for the additional stations to be acquired from USA Broadcasting, the special purpose subsidiary that was created to acquire those stations. The guarantees of the obligations under the revolving credit facility, term loan and the Notes will be released if our senior unsecured debt is rated BBB or better by Standard & Poor's Rating Services and Baa2 or better by Moody's Investor Service, Inc. The guarantees of such subsidiary will be reinstated if such ratings fall below BBB- by Standard & Poor's or Baa3 by Moody's.

Loans made under the new revolving credit facility and term loan will bear interest determined by reference to LIBOR or a base rate equal to the higher of the prime rate of Chase Manhattan Bank or 0.50% per annum over the federal funds rate. The interest rate margins for the first six months after the closing of the initial borrowing under the facilities for the revolving credit facility and term loans will be 0.25% above the base rate or 1.25% above LIBOR. Thereafter, depending on the rating assigned by rating agencies to our senior unsecured debt, the LIBOR interest rate margin will range from 0.75% to 1.5% per annum and the base rate margin will range from 0% to 0.50% per annum. Interest will generally be payable quarterly.

The new credit agreement contains customary covenants, including restrictions on liens and dividends, and financial covenants relating to interest coverage and maximum leverage. Under the new credit agreement, the Company will also be limited in the amount of other debt we can incur and in our ability to engage in mergers, sell assets and make material changes to our program license agreements with Televisa or Venevision in a manner the lenders determine is materially adverse to the Company.

The Company's primary interest rate exposure results from changes in the short-term interest rates applicable to the Company's LIBOR loans. The Company borrows at the U.S. prime rate from time to time but attempts to maintain these loans at a minimum. Based on the Company's overall interest rate exposure on its LIBOR loans at September 30, 2001, a change of 10% in interest rates would have an impact of approximately $2,750,000 on pre-tax earnings and pre-tax cash flows over a one-year period.

During the third quarter of 2001, the Company decided to dissolve its joint venture in Ask Jeeves en Español, Inc.; consequently, the Company's equity loss in unconsolidated subsidiaries/other amount reported includes a charge of $16,804,000, or $9,998,000 net of tax. The Company expects to recover approximately $18,500,000 in cash from its equity investment in Ask Jeeves en Español, Inc.

In June 2001, the Company agreed to acquire a subsidiary of Raycom Media Inc. that owns and operates two full-power television stations in Puerto Rico for $190 million plus working capital.

In July 2000, the Federal Communications Commission released a Public Notice giving official notification that the Company was the winning bidder for a construction permit for a new television station in the Austin, Texas market with a winning bid of $18,798,000. On August 1, 2000, the Company made the required 20% down payment of $3,759,600 while awaiting final approval by the FCC. The details and costs regarding the construction of the new station are still in the planning phase.

In August 2000, the Company acquired the Spanish-language broadcast rights in the United States to the 2002 and 2006 Fédération Internationale de Football Association, or FIFA, World Cup soccer games and other 2000-2006 FIFA events. A series of payments totaling $150,000,000 is due over the 6-year term of the agreement. In addition to these payments, and consistent with past coverage of the World Cup games, the Company will be responsible for all costs associated with advertising, promotion and broadcast of the World Cup games, as well as the production of certain television programming related to the World Cup games. The funds for these payments are expected to come from income from operations and/or borrowings from our bank facilities.

The Company expects to explore additional acquisition opportunities in both Spanish-language television and other media to complement and capitalize on our existing business and management. The purchase price for the acquisitions and investments described above as well as any future acquisitions may be paid with (a) cash derived from operating cash flow, (b) proceeds available under bank facilities, (c) proceeds from future debt or equity offerings, or (d) any combination thereof. Based on our current level of operations and planned capital expenditures, the Company believes that its cash flow from operations, together with available cash and available borrowings under the new credit facility and an additional debt financing expected to be in place before February 2002, will be adequate to meet future liquidity needs for at least the next twelve months.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements (as defined under federal securities laws) made by or on behalf of the Company. Information in this report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by the use of forward-looking terminology such as "plans," "will," or "expects," or the negative thereof or other variations thereon or comparable terminology. All such statements are based upon current expectations of the Company and involve a number of business risks and uncertainties. Factors that could cause actual results to vary materially from anticipated results include, but are not limited to, (i) delays in completion of planned capital improvements or upgrading the management information system infrastructure, (ii) delays in construction caused by weather, shortages of materials or strikes, (iii) cost overruns on any of the projects and (iv) failure to complete or delays in completing certain acquisitions. See also the "Risk Factors" set forth in the Company's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on March 27, 2001.

Part I

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The information required by this item is included in the "Liquidity and Capital Resources" section of the Company's Management's Discussion and Analysis of Financial Condition and Results of Operations contained in this document.

Part II

Item 6. Exhibits and Reports on Form 8-K

(a): Exhibits

None

(b): Reports on Form 8-K

The registrant did not file any reports on Form 8-K during the quarter.

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		UNIVISION COMMUNICATIONS INC. (Registrant)
November 13, 2001 Los Angeles, California		By:		/s/ GEORGE W. BLANK George W. Blank Executive Vice President and Chief Financial Officer

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