UNIVISION COMMUNICATIONS INC. and SUBSIDIARIES 2017 Year End Reporting Package
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UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES 2017 Year End Reporting Package UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES INDEX Page Financial Information: 3 Management’s Report on Internal Control Over Financial Reporting ............................................................... Reports of Auditors ............................................................................................................................................ 4 6 Consolidated Balance Sheets at December 31, 2017 and December 31, 2016 ................................................. 7 Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015 ................... Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2017, 2016 and 2015 ...................................................................................................................................................... 8 Consolidated Statements of Changes in Stockholder’s Equity (Deficit) for the years ended December 31, 2015, 2016 and 2017 ..................................................................................................................................... 9 Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015 ................... 10 Notes to Consolidated Financial Statements ...................................................................................................... 11 Management’s Discussion and Analysis of Financial Condition and Results of Operations ............................. 59 2 Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America. As of the end of our 2017 fiscal year, management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation under that framework, management concluded our internal control over financial reporting as of December 31, 2017 was effective. Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements. The financial statements have been audited by our independent auditors, Ernst & Young LLP, in accordance with auditing standards generally accepted in the United States and, accordingly, they have expressed their professional opinion on the financial statements in their report included herein. The attestation report issued by Ernst & Young LLP on our internal control over financial reporting is also included herein. Because of their inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Therefore, even those systems, controls and procedures determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation. 3 Report of Independent Auditors Board of Directors and Stockholder of Univision Communications Inc. and subsidiaries We have audited the accompanying consolidated financial statements of Univision Communications Inc. and subsidiaries, which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive income (loss), changes in stockholder’s equity (deficit), and cash flows for each of the three years in the period ended December 31, 2017, and the related notes to the consolidated financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. 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 involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Univision Communications Inc. and subsidiaries at December 31, 2017 and 2016, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with U.S. generally accepted accounting principles. Report on Internal Control We also have audited, in accordance with attestation standards established by the American Institute of Certified Public Accountants, Univision Communications Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 15, 2018 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP New York, NY February 15, 2018 4 Report of Independent Auditors Board of Directors and Stockholder of Univision Communications Inc. and subsidiaries We have audited Univision Communications Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Management’s Responsibility for Internal Control Over Financial Reporting Management is responsible for designing, implementing, and maintaining effective internal control over financial reporting, and for its assessment about the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Auditor’s Responsibility Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit. We conducted our audit 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 effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting involves performing procedures to obtain audit evidence about whether a material weakness exists. The procedures selected depend on the auditor’s judgment, including the assessment of the risks that a material weakness exists. An audit includes obtaining an understanding of internal control over financial reporting and testing and evaluating the design and operating effectiveness of internal control over financial reporting based on the assessed risk. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Definition and Inherent Limitations of Internal Control Over Financial Reporting A company’s internal control over financial