FORM 20-F Grupo Televisa, S.A.B
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 1-12610 Grupo Televisa, S.A.B. (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) United Mexican States (Jurisdiction of incorporation or organization) Av. Vasco de Quiroga No. 2000 Colonia Santa Fe 01210 Mexico City Mexico (Address of principal executive offices) Luis Alejandro Bustos Olivares Grupo Televisa, S.A.B. Av. Vasco de Quiroga No. 2000 Colonia Santa Fe 01210 Mexico City Mexico Telephone: (011-52) (55) 5022-5899 Facsimile: (011-52) (55) 5261-2546 E-mail: [email protected] (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Series “A” Shares, without par value (“Series “A” New York Stock Exchange (for listing purposes only) Shares”) Series “B” Shares, without par value (“Series “B” New York Stock Exchange (for listing purposes only) Shares”) Series “L” Shares, without par value (“Series “L” New York Stock Exchange (for listing purposes only) Shares”) Dividend Preferred Shares, without par value (“Series New York Stock Exchange (for listing purposes only) “D” Shares”) New York Stock Exchange Global Depositary Shares (“GDSs”), each representing five Ordinary Participation Certificates (Certificados de Participación Ordinarios) (“CPOs”) CPOs, each representing twenty-five Series “A” New York Stock Exchange (for listing purposes only) Shares, twenty-two Series “B” Shares, thirty-five Series “L” Shares and thirty-five Series “D” Shares Securities registered or to be registered pursuant to Section 12(g) of the Act: None. Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None. The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2017 was: 116,787,660,217 Series “A” Shares 53,935,763,045 Series “B” Shares 85,806,837,531 Series “L” Shares 85,806,837,531 Series “D” Shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No x 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 o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer o Non-accelerated filer o Emerging Growth Company o If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. o † The term “new or revised financial accounting standards” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP o International Financial Reporting Standards as issued Other o by the International Accounting Standards Board x If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 o If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x Table of Contents Part I Item 1. Identity of Directors, Senior Management and Advisers 5 Item 2. Offer Statistics and Expected Timetable 5 Item 3. Key Information 5 Selected Financial Data 5 Dividends 8 Exchange Rate Information 9 Risk Factors 10 Forward-Looking Statements 28 Item 4. Information on the Company 30 History and Development of the Company 30 Capital Expenditures 30 Business Overview 31 Item 5. Operating and Financial Review and Prospects. 68 Preparation of Financial Statements 69 Results of Operations 69 Liquidity, Foreign Exchange and Capital Resources 94 Contractual Obligations and Commercial Commitments 100 Item 6. Directors, Senior Management and Employees 103 Item 7. Major Stockholders and Related Party Transactions 117 The Major Stockholders 118 Related Party Transactions 119 Item 8. Financial Information 120 Item 9. The Offer and Listing 121 Trading History of CPOs and GDSs 121 Trading on the Mexican Stock Exchange 123 Item 10. Additional Information 126 Mexican Securities Market Law 126 Bylaws 127 Enforceability of Civil Liabilities 136 Material Contracts 136 Legal Proceedings 137 Exchange Controls 137 Taxation 137 Documents on Display 143 Item 11. Quantitative and Qualitative Disclosures About Market Risk 143 Item 12. Description of Securities Other than Equity Securities 149 Part II Item 13. Defaults, Dividend Arrearages and Delinquencies 150 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 150 Item 15. Controls and Procedures 150 Item 16.A. Audit Committee Financial Expert 151 Item 16.B. Code of Ethics 151 Item 16.C. Principal Accountant Fees and Services 152 Item 16.D. Exemptions from the Listing Standards for Audit Committees 153 Item 16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 154 Item 16.F. Change in Registrant’s Certifying Accountant 155 Item 16.G. Corporate Governance 155 Item 16.H. Mine Safety Disclosure 156 Part III Item 17. Financial Statements 156 Item 18. Financial Statements 156 Item 19. Exhibits 156 3 Table of Contents We publish our financial statements in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, which differ in some significant respects from generally accepted accounting principles in the United States, or U.S. GAAP, and accounting procedures adopted in other countries. Unless otherwise indicated, (i) information included in this annual report is as of December 31, 201 7 and (ii) references to “Ps.” or “Pesos” in this annual report are to Mexican Pesos and references to “Dollars,” “U.S. Dollars,” “U.S. dollars,” “$” or “U.S.$” are to United States dollars. In this annual report, “we,” “us,” “our” or “Company” refer to Grupo Televisa, S.A.B. and, where the context requires, its consolidated entities. “Group” refers to Grupo Televisa, S.A.B. and its consolidated entities. 4 Table of Contents Part I Item 1. Identity of Directors, Senior Management and Advisers Not applicable. Item 2. Offer Statistics and Expected Timetable Not applicable. Item 3. Key Information Selected Financial Data The following tables present our selected consolidated financial information as of and for each of the periods indicated. This information is qualified in its entirety by reference to, and should be read together with, our audited consolidated year-end financial statements. The following data for each of the years ended December 31, 2017, 2016, 2015, 2014 and 2013 has been derived from our audited consolidated year-end financial statements, including the consolidated statements of financial position as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for the years ended December 31, 2017, 2016 and 2015, and the accompanying notes appearing elsewhere in this annual report. The selected consolidated financial information as of December 31, 2017, 2016, 2015, 2014 and 2013 and for the years ended December 31, 2017, 2016, 2015, 2014 and 2013, was prepared in accordance with IFRS, as issued by the IASB. The exchange rate used in translating Pesos into U.S. Dollars for calculating the convenience translations included in the following tables , except capital expenditures, is determined by reference to the interbank free market exchange rate, or the Interbank Rate, as reported by Banco Nacional de México, S.A., or CitiBanamex, as of December 31, 2017, which was Ps.19.7051 per U.S.