SEC Form 6-K filed by Grupo Televisa S.A.B.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULES 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2024

Commission File Number: 001-12610

GRUPO TELEVISA, S.A.B.

(Translation of registrant’s name into English)

Av. Vasco de Quiroga No. 2000, Colonia Santa Fe 01210 Mexico City, Mexico

(Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.)

Form 20-F ☒ Form 40-F  ☐

Televisa Reports Second Quarter 2024 Results

•	On June 7, 2024, we announced the closing of our acquisition of AT&T’s participation in Sky Mexico.

•	Revenue and Operating Segment Income (“OSI”) declined by 5.8% and 7.7%, respectively, translating into a 37.7% margin.

•	During the second quarter of 2024, Operating Cash Flow (“OCF”)1, increased by 37.8%, for a 26.6% margin.

•	During the first half of 2024, OCF grew by 37.4%, representing a 25.3% margin.

•	Passed 71 thousand additional homes with fiber-to-the-home (“FTTH”) during the quarter, reaching close to 19.8 million homes passed with our network.

•	Broadband subscribers of 5.7 million increased by 10.7 thousand as we keep focusing on value customers and working on churn reduction.

•	Revenue fell by 3.1% mainly because our Revenue Generating Unit (“RGUs”) base was 5.0% lower following the clean-up that we did in the third quarter of 2023.

•	Total RGUs of 5.6 million, with 262 thousand net-disconnections.

•	Revenue declined by 13.3% driven by an RGU base decrease of 13.9%.

Earnings Call Date and Time: Wednesday, July 24, 2024, at 11:00 A.M. ET.

Share of Income of Associates and Joint Ventures, Net

Share of income of associates and joint ventures, net, increased by Ps.313.5 million, to Ps.338.3 million in the second quarter of 2024, from Ps.24.8 million in the second quarter of 2023. This increase reflected primarily our share of income of TelevisaUnivision.

Income Tax Benefit or Expense

Income taxes changed by Ps.135.0 million, to an income tax benefit of Ps.84.2 million in the second quarter of 2024, from an income tax expense of Ps.50.8 million in the second quarter of 2023. This favorable change reflected primarily a tax benefit on a consolidated loss before income taxes. The effective tax rate for the second quarter of 2024 was affected primarily by the Group’s share of income of associates and joint ventures.

Income from Discontinued Operations, Net

In connection with the spin-off of businesses of our former Other Businesses segment (the “Spun-off Businesses”) on January 31, 2024, we began presenting the results of operations of the Spun-off Businesses as income from discontinued operations in our consolidated statements of income for the month ended January 31, 2024, and for any comparative prior period.

We did not recognize any income from discontinued operations in the second quarter of 2024. Income from discontinued operations, net, amounted to Ps.235.8 million in the second quarter of 2023, reflecting the consolidated net income of our Spun-off Businesses for the three months ended June 30, 2023.

Net Income or Loss Attributable to Non-controlling Interests

Net income or loss attributable to non-controlling interests changed by Ps.91.4 million to a net loss attributable to non-controlling interest of Ps.52.4 million in the second quarter of 2024, compared with a net income attributable to non-controlling interest of Ps.39.0 million in the second quarter of 2023. This change reflected primarily a net loss attributable to non-controlling interests in our Cable segment.

Net loss attributable to non-controlling interests in the second quarter of 2024, included primarily a net loss attributable to non-controlling interests in our Cable segment.

As discussed below, on June 7, 2024, the Company became the owner of 100% of the equity stock of Sky, as a result of the acquisition of the interest previously held by AT&T as a non-controlling interest.

Capital Expenditures

During the second quarter of 2024, we invested approximately U.S.$102.1 million (Ps.1,761.5 million) in property, plant and equipment as capital expenditures.

The following table sets forth the breakdown by segment of capital expenditures for the second quarter of 2024 and 2023.

Debt and Lease Liabilities

The following table sets forth our total consolidated debt and lease liabilities as of June 30, 2024 and December 31, 2023. Amounts are stated in millions of Mexican pesos.

As of June 30, 2024, our consolidated net debt position (total debt and lease liabilities, less cash and cash equivalents, and non-current investments in financial instruments) was Ps.59,276.4 million. The non-current investments in financial instruments amounted to an aggregate of Ps.3,184.1 million as of June 30, 2024.

On April 9, 2024, we (i) executed a credit agreement with a syndicate of banks (the “Credit Agreement”) for a five-year term loan in a principal amount of Ps.10,000 million, and a five-year revolving credit facility in the amount in Pesos equivalent to U.S.$500 million; and (ii) terminated an unused revolving credit facility entered into 2022 with a syndicate of banks in the amount of U.S.$650 million, with an original maturity in 2025. The loans under the Credit Agreement will bear interest at a floating rate based on a spread over the 28-day TIIE rate depending on our leverage ratio. On April 11, 2024, we used the proceeds of the loans under the Credit Agreement to prepay in full the amounts outstanding under certain credit agreement entered into by the Company in 2019 with a syndicate of banks in the principal amount of Ps.10,000 million, with an original maturity in June 2024.

Acquisition of Interest in Sky

In April 2024, we reached an agreement with AT&T for the acquisition of its non-controlling interest in Sky, to become owner of 100% of its equity stock. On June 7, 2024, we received approval from the Mexican Institute of Telecommunications (Instituto Federal de Telecomunicaciones) for this transaction and acquired the 41.3% interest previously held by AT&T of Sky. As part of this agreement, the transaction price will be paid by us in 2027 and 2028.

Dividend

In April 2024, our stockholders approved the payment of a dividend of Ps.0.35 per CPO and Ps.0.002991452991 per share of Series “A,” “B,” “D,” and “L” Shares, not in the form of a CPO, which was paid in cash in May 2024 in the aggregate amount of Ps.1,019.0 million.

Shares Outstanding

As of June 30, 2024 and December 31, 2023, our shares outstanding amounted to 314,336.9 million and 323,976.5 million shares, respectively, and our CPO equivalents outstanding amounted to 2,686.6 million and 2,769.0 million CPO equivalents, respectively. Not all of our shares are in the form of CPOs. The number of CPO equivalents is calculated by dividing the number of shares outstanding by 117.

As of June 30, 2024 and December 31, 2023, the GDS (Global Depositary Shares) equivalents outstanding amounted to 537.3 million and 553.8 million GDS equivalents, respectively. The number of GDS equivalents is calculated by dividing the number of CPO equivalents by five.

Sustainability

In 2023, we launched our new purpose that brings to life the mission and vision of our business - WE BRING PEOPLE CLOSER TO WHAT MATTERS MOST TO THEM. Our focus on environmental, social and governance (“ESG”) issues is an integral part of our business purpose and strategy. Year after year, we continue to strengthen our commitment to connect lives, the reason why we redefined our ESG strategy focused on four pillars: Climate Resilient Connections, Digital Inclusion, Empowering People and Leading by Example.

Our transparency and reporting strategy is aligned with international frameworks and standards to meet the information requirements of external institutions. We prepare our Sustainability Report aligned with the Global Reporting Initiative (GRI), an internationally recognized framework for sustainability reporting that helps organizations report on their economic, environmental, and social impacts; as well as with the industry standards of the Sustainability Accounting Standards Board (SASB), and the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). Grupo Televisa supports the Ten Principles of the United Nations Global Compact (“UNGC”).

The Company has been selected as a member of the FTSE4Good Index Series. In addition, the Company, received the Socially Responsible Company distinction (Empresa Socialmente Responsible), awarded by the Mexican Center for Philanthropy; and confirmed as a signatory to the United Nations Global Compact, the world's largest corporate sustainability initiative.

Additional Information Available on Website

The information in this press release should be read in conjunction with the financial statements and footnotes contained in the Company's Annual Report and on Form 20-F for the year ended December 31, 2023, which is posted on the “Reports and Filings” section of our investor relations website at televisair.com.

In addition, TelevisaUnivision and/or its subsidiaries publish annual and quarterly financial statements and financial information as well as other important information concerning its business from time to time on its website and elsewhere.  The Company is not responsible for such TelevisaUnivision information in any way, and such information is not intended to be included as part of, or incorporated by reference into, the Company’s public filings or releases.

About Televisa

Grupo Televisa S.A.B. (“Televisa”) is a major telecommunications corporation which owns and operates one of the most significant cable companies as well as a leading direct-to-home satellite pay television system in Mexico. Televisa’s cable business offers integrated services, including video, high-speed data and voice to residential and commercial customers as well as managed services to domestic and international carriers. Televisa owns Sky, a leading direct-to-home satellite pay television system and broadband provider in Mexico. Televisa holds a number of concessions by the Mexican government that authorizes it to broadcast programming over television stations for the signals of TelevisaUnivision, Inc. (“TelevisaUnivision”), and Televisa’s cable and DTH systems. In addition, Televisa is the largest shareholder of TelevisaUnivision, a leading media company producing, creating, and distributing Spanish-speaking content through several broadcast channels in Mexico, the US and over 50 countries through television networks, cable operators and over-the-top or “OTT” services.

Disclaimer

This press release contains forward-looking statements regarding the Company’s results and prospects. Actual results could differ materially from these statements. The forward-looking statements in this press release should be read in conjunction with the factors described in “Item 3. Key Information – Forward-Looking Statements” in the Company’s Annual Report on Form 20-F, which, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this press release and in oral statements made by authorized officers of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

GRUPO TELEVISA, S.A.B.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF JUNE 30, 2024 AND DECEMBER 31, 2023

 (Millions of Mexican Pesos)