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Printmgr File UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR 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: 333-13792 QUEBECOR MEDIA INC. (Exact name of Registrant as specified in its charter) Province of Québec, Canada (Jurisdiction of incorporation or organization) 612 St-Jacques Street Montréal, Québec, Canada H3C 4M8 (Address of principal executive offices) 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 None None Securities registered or to be registered pursuant to Section 12(g) of the Act. None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. 7 3 /4 % Senior Notes due March 2016 (issued January 17, 2006) 7 3 /4 % Senior Notes due March 2016 (issued October 5, 2007) (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 103,251,500 Common Shares 1,630,000 Cumulative First Preferred Shares, Series G Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ⌧ No 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 ⌧ No 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 No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer ⌧ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP International Financial Reporting Standards as issued Other by the International Accounting Standards Board ⌧ 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 Item 18 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 ⌧ No TABLE OF CONTENTS Page Explanatory Notes ii Industry and Market Data ii Presentation of Financial Information ii Exchange Rate Information iv Cautionary Statement Regarding Forward-Looking Statements v PART I 1 ITEM 1 — IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 ITEM 2 — OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3 — KEY INFORMATION 1 ITEM 4 — INFORMATION ON THE COMPANY 22 ITEM 4A — UNRESOLVED STAFF COMMENTS 67 ITEM 5 — OPERATING AND FINANCIAL REVIEW AND PROSPECTS 67 ITEM 6 — DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 117 ITEM 7 — MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 127 ITEM 8 — FINANCIAL INFORMATION 130 ITEM 9 — THE OFFER AND LISTING 131 ITEM 10 — ADDITIONAL INFORMATION 132 ITEM 11 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 155 ITEM 12 — DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 157 PART II 158 ITEM 13 — DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 158 ITEM 14 — MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 158 ITEM 15 — CONTROLS AND PROCEDURES 158 ITEM 16 — [RESERVED] 159 ITEM 16A — AUDIT COMMITTEE FINANCIAL EXPERT 159 ITEM 16B — CODE OF ETHICS 159 ITEM 16C — PRINCIPAL ACCOUNTANT FEES AND SERVICES 159 ITEM 16D — EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 160 ITEM 16E — PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 160 ITEM 16F — CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT 160 ITEM 16G — CORPORATE GOVERNANCE 160 PART III 161 ITEM 17 — FINANCIAL STATEMENTS 161 ITEM 18 — FINANCIAL STATEMENTS 161 ITEM 19 — EXHIBITS 161 Signature 167 Index to Consolidated Financial Statements F-1 EXPLANATORY NOTES In this annual report, unless otherwise specified, the terms “we,” “our,” “us,” the “Company” and “Quebecor Media” refer to Quebecor Media Inc., a corporation under the Business Corporations Act (Québec) and its consolidated subsidiaries, collectively. All references in this annual report to “Videotron” are references to our wholly-owned subsidiary Videotron Ltd. and its subsidiaries; all references in this annual report to “Sun Media” are references to our indirect wholly-owned subsidiary Sun Media Corporation and its subsidiaries; all references in this annual report to “Le SuperClub Vidéotron” are references to our indirect wholly-owned subsidiary Le SuperClub Vidéotron ltée; all references in this annual report to “TVA Group” are references to our public subsidiary TVA Group Inc. and its subsidiaries; all references in this annual report to “Archambault Group” are references to our wholly-owned subsidiary Archambault Group Inc. and its subsidiaries; all references in this annual report to “Nurun” are references to our wholly-owned subsidiary Nurun Inc. and its subsidiaries; all references to “Quebecor Media Printing” are references to our wholly-owned subsidiary Quebecor Media Printing Inc.; and all references to “Quebecor Media Network” are references to our wholly-owned subsidiary Quebecor Media Network Inc. All references in this annual report to “Quebecor” or “our parent company” are references to Quebecor Inc., all references to “Capital CDPQ” are refererences to CDP Capital d’Amérique Investissements inc. and all references to “CDPQ” are references to Caisse de dépôt et de placement du Québec. In this annual report, all references to the “CRTC” are references to the Canadian Radio-television and Telecommunications Commission. In this annual report, all references to our “Senior Notes” are references to, collectively, our 73 /4 % Senior Notes due 2016 originally issued on January 17, 2006, our 73 /4 % Senior Notes due 2016 originally issued on October 5, 2007, our 7 3 /8 % Senior Notes due January 15, 2021 originally issued on January 5, 2011, our 53 /4 % Senior Notes due 2023 originally issued on October 11, 2012 and our 6 5 /8 % Senior Notes due 2023 originally issued on October 11, 2012. INDUSTRY AND MARKET DATA Industry statistics and market data used throughout this annual report were obtained from internal surveys, market research, publicly available information and industry publications, including the CRTC, BBM Canada (“BBM”), the National Cable & Telecommunications Association (“NCTA”), A.C. Nielsen Media Research, SNL Kagan, Newspapers Canada, the Audit Bureau of Circulations, NADbank®® Inc. (“NADbank ”) and ComScore Media Metrix. Industry publications generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of this information is not guaranteed. Cable penetration and market share data contained in this annual report is generally based on sources published in the first quarter of 2013. “Readership” (as opposed to paid circulation, which is defined as average sales of a newspaper per issue) is an estimate of the number of people who read or looked into an average issue of a newspaper and is measured by an independent survey conducted by NADbank®® . According to the NADbank 2011 Study, readership estimates are based upon the number of people responding to the Newspaper Audience Databank survey circulated by NADbank® who report having read or looked into one or more issues of a given newspaper during a given period equal to the publication interval of the newspaper. Information contained in this document concerning the media industry, our general expectations concerning this industry and our market positions and market shares may also be based on estimates and assumptions made by us based on our knowledge of the industry and which we believe to be reliable. We believe, however, that this data is inherently imprecise, although generally indicative of relative market positions and market shares. Industry and company data is approximate and may reflect rounding in certain cases. PRESENTATION OF FINANCIAL INFORMATION IFRS and Functional Currency Our audited consolidated financial statements for the years ended December 31, 2012, 2011 and 2010 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Prior to the adoption of IFRS on January 1, 2011, for all periods up to and including the ii year ended December 31, 2010, our audited consolidated financial statements were prepared in accordance with accounting principles generally accepted in Canada in effect prior to January 1, 2011, which we refer to as “Canadian GAAP.” In this annual report, references to Canadian Dollars, CAN$ or $ are to the lawful currency of Canada, our functional currency, and references to US Dollars or US$ are to the currency of the United States. Non-IFRS/Non-Canadian GAAP/Non-U.S. GAAP Measures In this annual report, we use certain financial measures that are not calculated in accordance with IFRS, Canadian GAAP or accounting principles generally accepted in the United States (“U.S.
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