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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) 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, 2015 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) Joaquín Balcárcel Santa Cruz Grupo Televisa, S.A.B. Av. Vasco de Quiroga No. 2000 Colonia Santa Fe 01210 Mexico City Mexico Telephone: (011-52) (55) 5261-2433 Facsimile: (011-52) (55) 5261-2465 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” Shares”) New York Stock Exchange (for listing purposes only) Series “B” Shares, without par value (“Series “B” Shares”) New York Stock Exchange (for listing purposes only) Series “L” Shares, without par value (“Series “L” Shares”) New York Stock Exchange (for listing purposes only) Dividend Preferred Shares, without par value (“Series “D” New York Stock Exchange (for listing purposes only) 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” Shares, twenty- New York Stock Exchange (for listing purposes only) 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. Table of Contents 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, 2015 was: 115,409,011,592 Series “A” Shares 53,340,312,255 Series “B” Shares 84,859,529,456 Series “L” Shares 84,859,529,456 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. x Yes o 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. o Yes x 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. x Yes o No 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). o Yes o 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 x Accelerated filer o Non-accelerated filer o 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. o Item 17 o 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). o Yes x No Table of Contents Part I Item 1. Identity of Directors, Senior Management and Advisers 4 Item 2. Offer Statistics and Expected Timetable 4 Item 3. Key Information 4 Selected Financial Data 4 Dividends 7 Exchange Rate Information 8 Risk Factors 10 Forward-Looking Statements 25 Item 4. Information on the Company 26 History and Development of the Company 26 Capital Expenditures 26 Business Overview 27 Item 5. Operating and Financial Review and Prospects 63 Preparation of Financial Statements 63 Results of Operations 64 Liquidity, Foreign Exchange and Capital Resources 88 Contractual Obligations and Commercial Commitments 95 Item 6. Directors, Senior Management and Employees 97 Item 7. Major Stockholders and Related Party Transactions 107 The Major Stockholders 108 Related Party Transactions 108 Item 8. Financial Information 110 Item 9. The Offer and Listing 110 Trading History of CPOs and GDSs 110 Trading on the Mexican Stock Exchange 112 Item 10. Additional Information 115 Mexican Securities Market Law 115 Bylaws 116 Enforceability of Civil Liabilities 125 Material Contracts 126 Legal Proceedings 126 Exchange Controls 126 Taxation 126 Documents on Display 132 Item 11. Quantitative and Qualitative Disclosures About Market Risk 133 Item 12. Description of Securities Other than Equity Securities 137 Part II Item 13. Defaults, Dividend Arrearages and Delinquencies 138 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 138 Item 15. Controls and Procedures 138 Item 16.A. Audit Committee Financial Expert 138 Item 16.B. Code of Ethics 139 Item 16.C. Principal Accountant Fees and Services 139 Item 16.D. Exemptions from the Listing Standards for Audit Committees 140 Item 16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 140 Item 16.F. Change in Registrant’s Certifying Accountant 142 Item 16.G. Corporate Governance 142 Item 16.H. Mine Safety Disclosure 143 Part III Item 17. Financial Statements 143 Item 18. Financial Statements 143 2 Table of Contents Item 19. Exhibits 143 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 5 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. 3 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, 2015, 2014, 2013, 2012 and 2011 has been derived from our audited consolidated year-end financial statements, including the consolidated statements of financial position as of December 31, 2015 and 2014, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for the years ended December 31, 2015, 2014 and 2013, and the accompanying notes appearing elsewhere in this annual report. As required by regulations for listed companies in the United Mexican States, or Mexico, issued by the Comisión Nacional Bancaria y de Valores, or Mexican Banking and Securities Commission, beginning on January 1, 2012, we discontinued using Mexican Financial Reporting Standards, or Mexican FRS, as issued by the Consejo Mexicano de Normas de Información Financiera, or Mexican Financial Reporting Standards Board, and began using International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, for financial reporting purposes. The financial information as of December 31, 2015, 2014, 2013, 2012 and 2011 and for the years ended December 31, 2015, 2014, 2013, 2012 and 2011, was prepared in accordance with IFRS as issued by the IASB. Through December 31, 2011, our consolidated financial information was reported previously in accordance with Mexican FRS. Accordingly, the financial information as of and for the year ended December 31, 2011 is not directly comparable to previously reported financial information as of and for the year ended on that date. This data should also be read together with “Operating and Financial Review and Prospects”. In preparing our opening IFRS statement of financial position as of January 1, 2011, we adjusted amounts previously reported in our consolidated financial statements prepared in accordance with Mexican FRS.