##### 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
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
 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.
  N/A
 United Mexican States
 Av. Vasco de Quiroga No. 2000
Colonia Santa Fe
01210 Mexico, D.F.
Mexico
  Title of each class
    
    Name of each exchange on which registeredA Shares, without par value (A Shares)
    
    New York Stock Exchange (for listing purposes only)B Shares, without par value (B Shares)
    
    New York Stock Exchange (for listing purposes only)L Shares, without par value (L Shares)
    
    New York Stock Exchange (for listing purposes only)Dividend Preferred Shares, without par value (D Shares)
    
    New York Stock Exchange (for listing purposes only)Global Depositary Shares (GDSs), each representing five Ordinary Participation Certificates
    
    New York Stock Exchange(Certificados de Participación Ordinarios)(CPOs)CPOs, each representing twenty-five A Shares, twenty-two
    
    New York Stock Exchange (for listing purposes only)B Shares thirty-five L Shares and thirty-five D Shares
 
 
  
 Yes þ No o
 Yes o No þ
 Yes þ No o
 o Yes o No
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
  U.S. GAAP o
    
    International Financial Reporting Standards as issued by the International Accounting Standards Board o
    
    Other þ
 o þ
 o þ




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##### Table of Contents



Part IItem 1. Identity of Directors, Senior Management and Advisers
    
    
    4Item 2. Offer Statistics and Expected Timetable
    
    
    4Item 3. Key Information
    
    
    4Selected Financial Data
    
    
    4Dividends
    
    
    7Exchange Rate Information
    
    
    7Risk Factors
    
    
    9Forward-Looking Statements
    
    
    19Item 4. Information on the Company
    
    
    21History and Development of the Company
    
    
    21Capital Expenditures
    
    
    21Business Overview
    
    
    22Item 5. Operating and Financial Review and Prospects
    
    
    58Preparation of Financial Statements
    
    
    58Results of Operations
    
    
    58Item 6. Directors, Senior Management and Employees
    
    
    86Item 7. Major Stockholders and Related Party Transactions
    
    
    97The Major Stockholders
    
    
    97Related Party Transactions
    
    
    98Item 8. Financial Information
    
    
    101Item 9. The Offer and Listing
    
    
    101Trading History of CPOs and GDSs
    
    
    101Trading on the Mexican Stock Exchange
    
    
    102Item 10. Additional Information
    
    
    106Mexican Securities Market Law
    
    
    106Bylaws
    
    
    107Enforceability of Civil Liabilities
    
    
    115Material Contracts
    
    
    115
  2




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##### Table of Contents



Legal Proceedings
    
    
    117Exchange Controls
    
    
    117Taxation
    
    
    117Documents on Display
    
    
    121Item 11. Quantitative and Qualitative Disclosures About Market Risk
    
    
    122Item 12. Description of Securities Other than Equity Securities
    
    
    126Part IIItem 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    127Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    127Item 15. Controls and Procedures
    
    
    127Item 16.A. Audit Committee Financial Expert
    
    
    127Item 16.B. Code of Ethics
    
    
    127Item 16.C. Principal Accountant Fees and Services
    
    
    128Item 16.D. Exemptions from the Listing Standards for Audit Committees
    
    
    128Item 16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    129Item 16.F. Change in Registrants Certifying Accountant
    
    
    131Item 16.G. Corporate Governance
    
    
    131Part IIIItem 17. Financial Statements
    
    
    133Item 18. Financial Statements
    
    
    133Item 19. Exhibits
    
    
    133Exhibit 4.19Exhibit 4.20Exhibit 4.21Exhibit 4.22Exhibit 4.23Exhibit 4.24Exhibit 4.25Exhibit 4.26Exhibit 4.27Exhibit 4.28Exhibit 4.29Exhibit 4.30Exhibit 4.31Exhibit 4.32Exhibit 4.33Exhibit 4.34Exhibit 4.35Exhibit 4.36Exhibit 4.37Exhibit 4.38Exhibit 4.39Exhibit 4.40Exhibit 8.1Exhibit 12.1Exhibit 12.2Exhibit 13.1Exhibit 13.2Exhibit 23.1
  Normas de Información Financiera
    3




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##### Table of Contents



Part I
 
 Item 1.
    
    Identity of Directors, Senior Management and Advisers
  
 Item 2.
    
    Offer Statistics and Expected Timetable
  
 Item 3.
    
    Key Information
 
 Selected Financial Data
    Year Ended December 31,2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2010(Millions of Pesos or millions of U.S. Dollars)(1)(Mexican FRS)Income Statement Data:Net sales
    
    Ps.
    39,358
    
    
    Ps.
    41,562
    
    
    Ps.
    47,972
    
    
    Ps.
    52,353
    
    
    Ps.
    57,857
    
    
    U.S.$
    4,682Operating income
    
    
    14,266
    
    
    
    14,481
    
    
    
    15,128
    
    
    
    15,157
    
    
    
    15,583
    
    
    
    1,261Integral cost of financing, net(2)
    
    
    1,141
    
    
    
    410
    
    
    
    831
    
    
    
    2,973
    
    
    
    3,029
    
    
    
    245Consolidated net income
    
    
    9,519
    
    
    
    9,018
    
    
    
    8,731
    
    
    
    6,583
    
    
    
    8,516
    
    
    
    689Controlling interest net income
    
    
    8,909
    
    
    
    8,082
    
    
    
    7,804
    
    
    
    6,007
    
    
    
    7,683
    
    
    
    622Controlling interest net income per CPO(3)
    
    
    3.07
    
    
    
    2.84
    
    
    
    2.77
    
    
    
    2.14
    
    
    
    2.75
    
    
    
    Weighted-average number of shares outstanding (in millions)(3)(4)
    
    
    339,776
    
    
    
    333,653
    
    
    
    329,580
    
    
    
    329,304
    
    
    
    326,850
    
    
    
    Cash dividend per CPO(3)
    
    
    0.37
    
    
    
    1.50
    
    
    
    0.75
    
    
    
    3.10
    
    
    
    
    
    
    
    Shares outstanding (in millions, at year end)(4)
    
    
    337,782
    
    
    
    329,960
    
    
    
    328,393
    
    
    
    327,231
    
    
    
    325,023
    
    
    
    
  4




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##### Table of Contents



Year Ended December 31,2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2010(Millions of Pesos or millions of U.S. Dollars)(1)(U.S. GAAP)(5)Income Statement Data:Net sales
    
    Ps.
    39,358
    
    
    Ps.
    41,562
    
    
    Ps.
    47,972
    
    
    Ps.
    52,353
    
    
    Ps.
    57,857
    
    
    U.S.$
    4,682Operating income
    
    
    14,068
    
    
    
    14,322
    
    
    
    14,492
    
    
    
    13,008
    
    
    
    14,531
    
    
    
    1,176Consolidated net income
    
    
    8,917
    
    
    
    9,167
    
    
    
    9,049
    
    
    
    5,561
    
    
    
    8,623
    
    
    
    698Net income attributable to the non-controlling interest
    
    
    609
    
    
    
    934
    
    
    
    919
    
    
    
    575
    
    
    
    833
    
    
    
    67Net income attributable to the controlling interest
    
    
    8,308
    
    
    
    8,233
    
    
    
    8,130
    
    
    
    4,986
    
    
    
    7,790
    
    
    
    630Net income attributable to the controlling interest per 
CPO(3)
    
    
    2.76
    
    
    
    2.86
    
    
    
    2.89
    
    
    
    1.77
    
    
    
    2.79
    
    
    
    Weighted-average number of shares outstanding (in millions)(3)(4)
    
    
    339,776
    
    
    
    333,653
    
    
    
    329,580
    
    
    
    329,304
    
    
    
    326,850
    
    
    
    Shares outstanding (in millions, at year end)(4)
    
    
    337,782
    
    
    
    329,960
    
    
    
    328,393
    
    
    
    327,231
    
    
    
    325,023
    
    
    
    (Mexican FRS)Balance Sheet Data (end of year):Cash and temporary investments
    
    Ps.
    16,405
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    U.S.$
    Cash and cash equivalents
    
    
    
    
    
    
    25,480
    
    
    
    33,583
    
    
    
    29,941
    
    
    
    20,943
    
    
    
    1,695Temporary investments
    
    
    
    
    
    
    1,825
    
    
    
    8,321
    
    
    
    8,902
    
    
    
    10,447
    
    
    
    845Total assets
    
    
    86,186
    
    
    
    98,703
    
    
    
    122,852
    
    
    
    126,568
    
    
    
    136,471
    
    
    
    11,043Current portion of long-term debt and other notes 
payable(6)
    
    
    1,023
    
    
    
    489
    
    
    
    2,270
    
    
    
    1,433
    
    
    
    1,469
    
    
    
    119Long-term debt, net of current portion(7)
    
    
    18,464
    
    
    
    25,307
    
    
    
    36,631
    
    
    
    41,983
    
    
    
    46,496
    
    
    
    3,763Customer deposits and advances
    
    
    17,807
    
    
    
    19,810
    
    
    
    18,688
    
    
    
    20,913
    
    
    
    19,083
    
    
    
    1,544Capital stock issued
    
    
    10,507
    
    
    
    10,268
    
    
    
    10,061
    
    
    
    10,020
    
    
    
    10,020
    
    
    
    811Total stockholders equity (including non-controlling interest)
    
    
    38,015
    
    
    
    40,650
    
    
    
    47,252
    
    
    
    44,472
    
    
    
    51,858
    
    
    
    4,196(U.S. GAAP)(5)Balance Sheet Data (end of year):Cash and cash equivalents
    
    Ps.
    15,461
    
    
    Ps.
    25,480
    
    
    Ps.
    33,583
    
    
    Ps.
    29,941
    
    
    Ps.
    20,943
    
    
    U.S.$
    1,695Total assets
    
    
    91,806
    
    
    
    103,728
    
    
    
    127,966
    
    
    
    131,344
    
    
    
    142,725
    
    
    
    11,550Current portion of long-term debt and other notes 
payable(6)
    
    
    1,023
    
    
    
    489
    
    
    
    2,270
    
    
    
    1,433
    
    
    
    1,469
    
    
    
    119Long-term debt, net of current portion(7)
    
    
    18,464
    
    
    
    25,307
    
    
    
    36,631
    
    
    
    41,983
    
    
    
    46,496
    
    
    
    3,763Controlling interest stockholders equity
    
    
    35,799
    
    
    
    36,580
    
    
    
    41,539
    
    
    
    37,357
    
    
    
    44,283
    
    
    
    3,583Non-controlling interest stockholders equity
    
    
    1,688
    
    
    
    3,655
    
    
    
    5,269
    
    
    
    6,339
    
    
    
    6,830
    
    
    
    553Total stockholders equity
    
    
    37,487
    
    
    
    40,235
    
    
    
    46,808
    
    
    
    43,696
    
    
    
    51,112
    
    
    
    4,136(Mexican FRS)Cash Flow Data(15):Net cash provided by operating activities
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    22,258
    
    
    Ps.
    15,136
    
    
    Ps.
    16,865
    
    
    U.S.$
    1,365Net cash used in investing activities
    
    
    
    
    
    
    
    
    
    
    (12,884
    )
    
    
    (11,052
    )
    
    
    (27,274
    )
    
    
    (2,207
    )Net cash (used in) provided by financing activities
    
    
    
    
    
    
    
    
    
    
    (1,886
    )
    
    
    (7,641
    )
    
    
    1,435
    
    
    
    116Increase (decrease) in cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    7,620
    
    
    
    (3,663
    )
    
    
    (9,018
    )
    
    
    (730
    )(U.S. GAAP)(5)Cash Flow Data:Net cash provided by operating activities
    
    
    11,542
    
    
    
    12,107
    
    
    
    19,851
    
    
    
    12,328
    
    
    
    13,862
    
    
    
    1,122Net cash (used in) provided by financing activities
    
    
    (3,088
    )
    
    
    (1,395
    )
    
    
    522
    
    
    
    (4,833
    )
    
    
    4,439
    
    
    
    359Net cash used in investing activities
    
    
    (8,216
    )
    
    
    (294
    )
    
    
    (12,884
    )
    
    
    (11,052
    )
    
    
    (27,274
    )
    
    
    (2,207
    )Increase (decrease) in cash and cash equivalents
    
    
    237
    
    
    
    10,418
    
    
    
    7,488
    
    
    
    (3,558
    )
    
    
    (8,973
    )
    
    
    (726
    )(Mexican FRS)Other Financial Information:Capital expenditures(8)
    
    Ps.
    3,346
    
    
    Ps.
    3,878
    
    
    Ps.
    6,627
    
    
    Ps.
    6,531
    
    
    Ps.
    12,494
    
    
    U.S.$
    1,011Other Data (unaudited):Average prime time audience share (TV broadcasting)(9)
    
    
    69.5
    %
    
    
    69.0
    %
    
    
    71.2
    %
    
    
    69.8
    %
    
    
    68.0
    %
    
    
    Average prime time rating (TV broadcasting)(9)
    
    
    35.5
    
    
    
    33.4
    
    
    
    35.2
    
    
    
    34.8
    
    
    
    32.8
    
    
    
    Magazine circulation (millions of copies)(10)
    
    
    155
    
    
    
    165
    
    
    
    174
    
    
    
    153
    
    
    
    138
    
    
    
    Number of employees (at year end)
    
    
    16,200
    
    
    
    17,800
    
    
    
    22,500
    
    
    
    24,300
    
    
    
    24,700
    
    
    
    Number of Sky subscribers (in thousands at year end)(11)
    
    
    1,430
    
    
    
    1,585
    
    
    
    1,760
    
    
    
    1,960
    
    
    
    3,044
    
    
    
    Number of Cablevisión RGUs (in thousands at year 
end)(12)
    
    
    583
    
    
    
    695
    
    
    
    844
    
    
    
    1,016
    
    
    
    1,159
    
    
    
    Number of Cablemás RGUs (in thousands at year 
end)(12)(13)
    
    
    
    
    
    
    
    
    
    
    1,170
    
    
    
    1,348
    
    
    
    1,562
    
    
    
    Number of TVI RGUs (in thousands at year end)(12)(14)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    425
    
    
    
    555
    
    
    
    
 Notes to Selected Consolidated Financial Information:
 (1)
    
    Except per Certificado de Participación Ordinario, or CPO, average audience share, average rating, magazine circulation, employee, subscriber and Revenue Generating Units, or RGUs. Amounts in Mexican Pesos for the years ended
December 31, 2006 and 2007 are stated in Mexican Pesos in purchasing power as of December 31, 2007, in accordance with Mexican FRS. Beginning on January 1, 2008, we discontinued recognizing the effects of inflation in our financial
information in accordance with Mexican FRS.(2)
    
    Includes interest expense, interest income, foreign exchange gain or loss, net, and through December 31, 2007, gain or loss from monetary position. See Note 18 to our consolidated year-end financial statements.(3)
    
    For further analysis of net income per CPO (as well as corresponding amounts per A Share not traded as CPOs), see Note 20 (for the calculation under Mexican FRS) and Note 23 (for the calculation under U.S. GAAP) to our
consolidated year-end financial statements. In April and December 2009, our stockholders approved the payment of a dividend of Ps.1.75 and Ps.1.35 per CPO, respectively. No dividend payment was approved by our stockholders during
2010.
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(4)
    
    As of December 31, 2006, 2007, 2008, 2009 and 2010, we had four classes of common stock: A Shares, B Shares, D Shares and L Shares. Our shares are publicly traded in Mexico, primarily in the form of CPOs, each CPO representing 117
shares comprised of 25 A Shares, 22 B Shares, 35 D Shares and 35 L
Shares; and in the United States in the form of Global Depositary
Shares, or GDSs, each GDS representing 5 CPOs. Before March 22, 2006, each GDS represented 20 CPOs.

The number of CPOs and shares issued and outstanding for financial reporting purposes under Mexican FRS and U.S. GAAP is different than the number of CPOs issued and outstanding for legal purposes, because under Mexican FRS and
U.S. GAAP shares owned by subsidiaries and/or the trusts created to implement our Stock Purchase Plan and our Long-Term Retention Plan are not considered outstanding for financial reporting purposes.


As of December 31, 2010, for legal purposes, there were approximately 2,399.3 million CPOs issued and outstanding, each of which was represented by 25 A Shares, 22 B Shares, 35 D Shares and 35 L Shares, and an additional number
of approximately 58,926.6 million A Shares and 2,357.2 million B Shares (not in the form of CPO units). See Note 12 to our consolidated year-end financial statements.(5)
    
    See Note 23 to our consolidated year-end financial statements.(6)
    
    See Note 8 to our consolidated year-end financial statements.(7)
    
    See Operating and Financial Review and Prospects  Results of Operations  Liquidity, Foreign Exchange and Capital Resources  Indebtedness and Note 8 to our consolidated year-end financial statements.(8)
    
    Capital expenditures are those investments made by us in property, plant and equipment, which U.S. Dollar equivalent amounts set forth in Information on the Company  Capital Expenditures are translated into Mexican Pesos at
the year-end exchange rate for convenience purposes only. The aggregate amount of capital expenditures in Mexican Pesos does not indicate the actual amounts accounted for in our consolidated financial statements.(9)
    
    Average prime time audience share for a period refers to the average daily prime time audience share for all of our networks and stations during that period, and average prime time rating for a period refers to the average
daily rating for all of our networks and stations during that period, each rating point representing one percent of all television households. As used in this annual report, prime time in Mexico is 4:00 p.m. to 11:00 p.m., seven
days a week, and weekday prime time is 7:00 p.m. to 11:00 p.m., Monday through Friday. Data for all periods reflects the average prime time audience share and ratings nationwide as published by the Mexican subsidiary of the
Brazilian Institute of Statistics and Public Opinion, or Instituto Brasileño de Opinión Pública y Estadística, or IBOPE. The Mexican subsidiary of IBOPE is referred to as IBOPE AGB Mexico in this annual report. For further information
regarding audience share and ratings information and IBOPE AGB Mexico, see Information on the Company  Business Overview  Television  Television Broadcasting.(10)
    
    The figures set forth in this line item represent total circulation of magazines that we publish independently and through joint ventures and other arrangements and do not represent magazines distributed on behalf of third
parties.(11)
    
    Sky commenced operations in Mexico in 1996, and in Central America and the Dominican Republic in 2007. The figures set forth in this line item represent the total number of gross active residential and commercial subscribers for
Innova, S. de R.L. de C.V., or Innova, at the end of each year presented. For a description of Innovas business and results of operations and financial condition, see Information on the Company  Business Overview  DTH Ventures
 Mexico and Central America.(12)
    
    An RGU is defined as an individual service subscriber who generates recurring revenue under each service provided by Empresas Cablevisión, S.A.B. de C.V., or Cablevisión, Cablemás, S.A. de C.V., or Cablemás, and Televisión
Internacional, S.A. de C.V., or TVI, (pay television, or pay-TV, broadband internet and digital telephony). For example, a single subscriber paying for cable television, broadband internet and digital telephony services represents
three RGUs. We believe it is appropriate to use the number of RGUs as a performance measure for Cablevisión, Cablemás and TVI given that these businesses provide other services in addition to pay-TV. See Operating and Financial
Review and Prospects  Results of Operations  Total Segment Results  Cable and Telecom and Information on the Company  Business Overview  Cable and Telecom.(13)
    
    Beginning June 2008, we started to consolidate Cablemás, a significant cable operator in Mexico, operating in 49 cities.
  6




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##### Table of Contents



(14)
    
    Beginning October 2009, we started to consolidate TVI, a leading provider of triple-play services in northern Mexico.(15)
    
    Through December 31, 2007, under Mexican FRS, the changes in financial position for operating, financing and investing activities, were presented through the statements of changes in financial position. On January 1, 2008,
Mexican FRS NIF B-2, Statement of Cash Flows became effective on a prospective basis. Therefore, we have included the statement of cash flows for the years ended December 31, 2008, 2009 and 2010. Due to the adoption of Mexican FRS
NIF B-2, Statement of Cash Flows, the 2008, 2009 and 2010 information is not directly comparable to 2007 and prior years. The criteria for determining net cash provided by, or used in, operating, investing and financing activities
under the new Mexican FRS NIF B-2, Statement of Cash Flows is different from that used in prior years.
 
 Dividends
  
 Exchange Rate Information
   7




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##### Table of Contents



Period
    
    High
    
    
    Low
    
    
    Average(1)
    
    
    Period End2006
    
    
    11.4809
    
    
    
    10.4303
    
    
    
    10.9034
    
    
    
    10.81162007
    
    
    11.2676
    
    
    
    10.6639
    
    
    
    10.9274
    
    
    
    10.91572008
    
    
    13.9183
    
    
    
    9.9180
    
    
    
    11.1455
    
    
    
    13.83252009
    
    
    15.3650
    
    
    
    12.5969
    
    
    
    13.4983
    
    
    
    13.06592010
    
    
    13.1819
    
    
    
    12.1575
    
    
    
    12.6287
    
    
    
    12.34962011
(through June 24, 2011)
    
    
    12.2619
    
    
    
    11.5023
    
    
    
    11.8966
    
    
    
    11.8822January
    
    
    12.2619
    
    
    
    12.0239
    
    
    
    12.1258
    
    
    
    12.1519February
    
    
    12.1900
    
    
    
    11.9937
    
    
    
    12.0703
    
    
    
    12.1062March
    
    
    12.0981
    
    
    
    11.9084
    
    
    
    11.9992
    
    
    
    11.9084April
    
    
    11.8533
    
    
    
    11.5278
    
    
    
    11.7184
    
    
    
    11.5278May
    
    
    11.7660
    
    
    
    11.5023
    
    
    
    11.6533
    
    
    
    11.5780June
(through June 24, 2011)
    
    
    11.9591
    
    
    
    11.6277
    
    
    
    11.8057
    
    
    
    11.8822
 (1)
    
    Annual average rates reflect the average of the daily exchange rate during the relevant period.
     8




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##### Table of Contents



Risk Factors
 The following is a discussion of risks associated with our company and an investment in our
securities. Some of the risks of investing in our securities are general risks associated with
doing business in Mexico. Other risks are specific to our business. The discussion below contains
information, among other things, about the Mexican government and the Mexican economy obtained from
official statements of the Mexican government as well as other public sources. We have not
independently verified this information. Any of the following risks, if they actually occur, could
materially and adversely affect our business, financial condition, results of operations or the
price of our securities.
 Risk Factors Related to Mexico
 Economic and Political Developments in Mexico May Adversely Affect Our Business
  Mexico Has Experienced Adverse Economic Conditions, Which Could Have a Negative Impact on Our
Results of Operations and Financial Condition
   Developments in Other Emerging Market Countries or in the U.S. May Adversely Affect the Mexican
Economy, the Market Value of Our Securities and Our Results of Operations
     9




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Uncertainty in Global Financial Markets Could Adversely Affect Our Financing Costs and Exposure to
Our Customers and Counterparties
  Currency Fluctuations or the Devaluation and Depreciation of the Peso Could Limit the Ability of
Our Company and Others to Convert Pesos into U.S. Dollars or Other Currencies, Which Could
Adversely Affect Our Business, Financial Condition or Results of Operations
   High Inflation Rates in Mexico May Decrease Demand for Our Services While Increasing Our Costs
  
    
    inflation can adversely affect consumer purchasing power, thereby adversely affecting consumer and advertiser demand
for our services and products; and
    
    to the extent inflation exceeds our price increases, our prices and revenues will be adversely affected in real terms.
 High Interest Rates in Mexico Could Increase Our Financing Costs
   10




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Political Events in Mexico Could Affect Mexican Economic Policy and Our Business, Financial
Condition and Results of Operations
 Partido Acción Nacional
  Cámara de Diputados Partido Revolucionario Institucional
 Mexico
has Experienced a Period of Increased Criminal Activity and Such Activities Could Adversely
Affect Our Financing Costs and Exposure to Our Customers and Counterparties
  Mexican Antitrust Laws May Limit Our Ability to Expand Through Acquisitions or Joint Ventures
 Ley Federal de Competencia Económica
 Comisión Federal de Competencia
   Existing Mexican Laws and Regulations or Changes Thereto or the Imposition of New Ones May
Negatively Affect Our Operations and Revenue
   11




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##### Table of Contents



Ley Federal de Radio y Televisión Ley Federal de Telecomunicaciones Secretaría de Comunicaciones y Transportes
 Diario Oficial de la Federación
  Instituto Federal Electoral
     12




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##### Table of Contents



Ley del Seguro Social Instituto
Mexicano del Seguro Social
  Risk Factors Related to Our Major Stockholders
 Emilio Azcárraga Jean has Substantial Influence Over Our Management and the Interests of Mr.
Azcárraga Jean may Differ from Those of Other Stockholders
  As Controlling Stockholder, Emilio Azcárraga Jean Will Have the Ability to Limit Our Ability to
Raise Capital, Which Would Require Us to Seek Other Financing Arrangements
   13




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##### Table of Contents



Risk Factors Related to Our Business
 The Operation of Our Business May Be Terminated or Interrupted if the Mexican Government Does Not
Renew or Revokes Our Broadcast or Other Concessions
  Secretaría de Gobernación
  We Face Competition in Each of Our Markets That We Expect Will Intensify
   Acuerdo de Convergencia de Servicios Fijos de Telefonía Local y
Televisión y/o Audio Restringidos que se Proporcionan a Través de Redes Públicas Alámbricas e
Inalámbricas
   14




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##### Table of Contents



Tribunal Federal de Justicia Fiscal y Administrativa
  The Seasonal Nature of Our Business Affects Our Revenue and a Significant Reduction in Fourth
Quarter Net Sales Could Impact Our Results of Operations
  DIRECTV Has Certain Governance and Veto Rights Over Some Operations of Innova
  Loss of Transmission or Loss of the Use of Satellite Transponders Could Cause a Business
Interruption in Innova, Which Would Adversely Affect Our Net Income
    15




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##### Table of Contents



The Results of Operations of Broadcasting Media Partners, Inc. and GSF Telecom Holdings, S.A.P.I.
de C.V., May Affect Our Results of Operations and the Value of Our Investments in Those Companies
    Risk Factors Related to Our Securities
 Any Actions Stockholders May Wish to Bring Concerning Our Bylaws or the CPO Trust Must Be Brought
in a Mexican Court
  Non-Mexicans May Not Hold A Shares, B Shares or D Shares Directly and Must Have Them Held in a
Trust at All Times
  Non-Mexican Holders of Our Securities Forfeit Their Securities if They Invoke the Protection of
Their Government
  Non-Mexican Holders of Our Securities Have Limited Voting Rights
   16




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##### Table of Contents



Our Antitakeover Protections May Deter Potential Acquirors and May Depress Our Stock Price
  GDS Holders May Face Disadvantages When Attempting to Exercise Voting Rights as Compared to Other
Holders of Our Securities
   The Interests of Our GDS Holders Will Be Diluted if We Issue New Shares and These Holders Are
Unable to Exercise Preemptive Rights for Cash
  The Protections Afforded to Minority Stockholders in Mexico Are Different From Those in the U.S.
   17




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##### Table of Contents



Ley del Mercado de Valores
 It May Be Difficult to Enforce Civil Liabilities Against Us or Our Directors, Executive Officers
and Controlling Persons
   18




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Forward-Looking Statements
  
    
    projections of operating revenues, net income (loss), net income (loss) per CPO/share,
capital expenditures, dividends, capital structure or other financial items or ratios;
 
    
    statements of our plans, objectives or goals, including those relating to anticipated
trends, competition, regulation and rates;
 
    
    our current and future plans regarding our online and wireless content division, Televisa
Interactive Media, or TIM;
 
    
    statements concerning our current and future plans regarding our investment in the
Spanish television channel Gestora de Inversiones Audiovisuales La Sexta, S.A., or La Sexta;
 
    
    statements concerning our current and future plans regarding our investment in Grupo de
Telecomunicaciones de Alta Capacidad, S.A.P.I. de C.V., or GTAC;
 
    
    statements concerning our current and future plans regarding our gaming business;
 
    
    statements concerning our current and future plans regarding the fixed telephony service
provided by Empresas Cablevisión, S.A.B. de C.V., or Cablevisión;
 
    
    statements concerning our transactions with Univision and our current and future plans
regarding our investment in BMP, the parent company of Univision;
 
    
    statements concerning our current and future plans regarding our investment in GSF, the
controlling company of Iusacell;
 
    
    statements concerning our series of transactions with DIRECTV, and News Corporation, or
News Corp.;
 
    
    statements concerning our transactions with NBC Universals Telemundo Communications
Group, or Telemundo;
 
    
    statements concerning our plans to build and launch a new transponder satellite;
 
    
    statements about our future economic performance or statements concerning general
economic, political or social conditions in the United Mexican States, or Mexico, or other
countries in which we operate or have investments; and
 
    
    statements or assumptions underlying these statements.
  19




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20




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Item 4.
    
    Information on the Company
 
 History and Development of the Company
 sociedad anónima bursátil, Ley General de Sociedades
Mercantiles, (folio mercantil) estatutos sociales,
 
 Capital Expenditures
  Year Ended December 31,(1)2008
    
    
    2009
    
    
    2010
    
    
    2011(Actual)
    
    
    (Actual)
    
    
    (Actual)
    
    
    (Forecast)(Millions of U.S. Dollars)Capital expenditures(2)
    
    U.S.$
    478.8
    
    
    U.S.$
    499.3
    
    
    U.S.$
    1,011.0
    
    
    U.S.$
    850.0La Sexta(3)
    
    
    63.4
    
    
    
    49.0
    
    
    
    29.2
    
    
    
    BMP(4)
    
    
    
    
    
    
    
    
    
    
    1,255.0
    
    
    
    GTAC(5)
    
    
    
    
    
    
    
    
    
    
    33.3
    
    
    
    38.3Iusacell(6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,602.5Other acquisitions and investments(7)
    
    
    137.0
    
    
    
    10.5
    
    
    
    
    
    
    
    390.9Total capital expenditures and investments
    
    U.S.$
    679.2
    
    
    U.S.$
    558.8
    
    
    U.S.$
    2,328.5
    
    
    U.S.$
    2,881.7
 (1)
    
    Amounts in respect of some of the capital expenditures,
investments and acquisitions we made in 2008, 2009 and 2010 were
paid for in Mexican Pesos. These Mexican Peso amounts were
translated into U.S. Dollars at the Interbank Rate in effect on
the dates on which a given capital expenditure, investment or
acquisition was made. As a result, U.S. Dollar amounts presented
in the table immediately above are not comparable to: (i) data
regarding capital expenditures set forth in Key Information 
Selected Financial Data, which is presented in Mexican Pesos
and, in the case of data presented in U.S. Dollars, is translated
at a rate of Ps.12.3576 to one U.S. Dollar, the Interbank Rate as
of December 31, 2010, and (ii) certain data regarding capital
expenditures set forth under Operating and Financial Review and
Prospects  Results of Operations  Liquidity, Foreign Exchange
and Capital Resources  Capital Expenditures, Acquisitions and
Investments, Distributions and Other Sources of Liquidity.(2)
    
    Reflects capital expenditures for property, plant and equipment,
in all periods presented. Includes U.S.$183.3 million in 2008,
U.S.$239.0 million in 2009 and U.S.$438.5 million in 2010 for the
expansion and improvement of our Cable and Telecom segment;
U.S.$114.0 million in 2008, U.S.$128.8 million in 2009 and
U.S.$436.6 million in 2010 for the expansion and improvement of
our Sky segment and, U.S.$39.6 million in 2008, U.S.$17.5 million
in 2009 and U.S.$12.5 million in 2010 for our Gaming business;
and U.S.$141.9 million in 2008, U.S.$114.0 million in 2009, and
U.S.$123.4 million in 2010 for our Broadcasting Television
segment and other businesses. The actual amount for 2010 includes
an accrual of U.S.$111.0 million related to our investment in a
new 24-transponder satellite that was launched in the first
quarter of 2010, which was paid in cash in the first quarter of
2011. The forecast amount for 2011 totalling U.S.$850 million
includes capital expenditures of U.S.$435 million and U.S.$270
million for the expansion and improvements of our Cable and
Telecom and Sky segments, respectively, and the remaining
U.S.$145 million is for our Television Broadcasting segment and
other segments.
  21




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##### Table of Contents



(3)
    
    In 2008 and 2009 we made capital contributions related to our
interest in La Sexta (40% in 2008 and 40.5% in 2009) in the
amount of U.S.$63.4 million (44.4 million) and U.S.$49 million
(35.7 million), respectively. In 2010, we made short-term loans
related to our 40.5% in La Sexta in the principal amount of
U.S.$29.2 million (21.5 million). In the first quarter of 2011,
we made a capital contribution related to our interest in La
Sexta with the principal amount of the short-term loans made by
us in 2010, and our interest in La Sexta increased from 40.5% to
40.8%. Currently, we do not have commitments for additional
capital contributions in La Sexta.(4)
    
    In 2010, we made investments of U.S.$1,255.0 million in cash in
BMP, the parent company of Univision, in exchange for a 5% equity
stake of the outstanding common stock of BMP and U.S.$1,125
million aggregate principal amount of debentures due 2025 bearing
interest at an annual rate of 1.5%, that are initially
convertible at our option into additional shares currently
equivalent to a 30% equity stake in the common stock of BMP,
subject to certain conditions and regulations.(5)
    
    In 2010, we made a capital contribution related to our 33.3%
interest in GTAC in the amount of U.S.$4.3 million (Ps.54.7
million). Additionally, in 2010, we provided long-term financing
to GTAC in the principal amount of U.S.$29.0 million (Ps.372.1
million) under a credit facility related to our interest in GTAC.
In 2011, we have commitments to make additional capital
contributions related to our 33.3% interest in GTAC in the amount
of U.S.$13.4 million (Ps.159 million) and provide additional
long-term financing to GTAC in the principal amount of U.S.$24.9
million (Ps.296.1 million) under a credit facility related to our
interest in GTAC.(6)
    
    In the second quarter of 2011, we made an investment of U.S.$37.5
million in equity and U.S.$1,565 million in convertible debt of
Iusacell as described in the following sentences. Upon conversion
of the debt, which is subject to the approval of the Mexican
Antitrust Commission, our equity
participation in Iusacell will be 50%. The convertible debt of
Iusacell was divided into two tranches, the Series 1 Debentures
and the Series 2 Debentures. The Series 1 Debentures are the
364,996 registered unsecured debentures of GSF, par value
U.S.$1,000 each, representing in the aggregate U.S.$365.0 million,
issued against the payment we made in cash on April 7, 2011. The
Series 2 Debentures are the 1,200,000 registered unsecured
debentures of GSF, par value U.S.$1,000 each, representing in the
aggregate U.S.$1,200.0 million, payable in cash by us no later than
October 31, 2011 (in a single up-front installment or in multiple
installments). As of June 28, 2011, U.S.$600.0 million of the
amount payable in respect of the Series 2 Debentures had been
paid, and U.S.$600.0 million remains to be paid no later than
October 31, 2011.(7)
    
    In 2008, we invested U.S.$100.0 million in an additional issuance
of long-term notes of Alvafig, which proceeds were used by
Alvafig to acquire shares representing approximately 11% of
Cablemás aggregate capital stock, and
made additional capital contributions in Volaris, the low-cost
carrier airline in Mexico, in the amount of U.S.$12.0 million,
among others. In 2009, we made investments in Volaris, for an
aggregate amount of U.S.$5.0 million, and in other companies in
which we hold a non-controlling interest for an aggregate amount
of U.S.$5.5 million. In the first half of 2011, we agreed with
the other stockholders of Cablemás the terms for us to acquire
all of their equity interest in Cablemás for an aggregate amount
of U.S.$390.9 million (Ps.4,603.0 million), which was paid with
cash and 24.8 million CPOs issued by us on April 29, 2011.
  
 Business Overview
    22




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##### Table of Contents



Business Strategy
    Maintaining Our Leading Position in the Mexican Television Market
 Continuing to Produce High Quality Programming.
  23




---



##### Table of Contents



Improving Our Sales and Marketing Efforts.
 Maintaining High Operating Segment Income Margins.
 Advertising Sales Plan.
  Continue Building Our Pay Television Platforms
 DTH.
    24




---



##### Table of Contents




    
    offering high quality programming, including rights to our four over-the-air broadcast channels,
exclusive broadcasts of sporting events, such as the World Cup, selected matches of the Mexican
Soccer League and the Spanish Soccer League, including La Liga and La Copa del Rey, the NFL Sunday
Ticket, NBA Pass, MLB Extra Innings, the NHL, WTA, bullfighting from Spain, world equestrian
games, marathons, diamond league, XFL, Carling Cup and Rolex World Cup Jumping;
    
    capitalizing on our relationship with DIRECTV and local operators in terms of technology,
distribution networks, infrastructure and cross-promotional opportunities;
    
    capitalizing on the low penetration of pay-TV services in Mexico;
    
    expanding our DTH services in Central America and the Caribbean;
    
    providing superior digital Ku-band DTH satellite services and emphasizing customer service quality;
    
    providing competitive HD experience and expanding our programming offer; and
    
    continuing to leverage our strengths and capabilities to develop new business opportunities and
expand through acquisitions.
 Pay Television Networks.
 Cable.
 
    
    continuing to offer high quality programming;
    
    continuing to upgrade its existing cable network into a broadband bidirectional network;
    
    maintaining its 100% digital service in order to stimulate new subscriptions,
substantially reduce piracy and offer new value-added services;
    
    increasing the penetration of its high-speed and bidirectional internet access and
other multimedia services as well as providing a platform to offer internet protocol,
or IP, and telephony services;
    
    continuing the roll out of advanced digital set-top boxes which allow the transmission
of high definition programming and recording capability; and
    
    continuing to leverage our strengths and capabilities to develop new business
opportunities and expand through acquisitions.
  25




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##### Table of Contents



Expanding Our Publishing Business
    26




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##### Table of Contents



Increasing Our International Programming Sales Worldwide and Strengthening Our Position in the
Growing U.S.-Hispanic Market
       Developing New Businesses and Expanding through Acquisitions
     27




---



##### Table of Contents



Comisión Federal de
Electricidad
       28




---



##### Table of Contents



Television
 Television Industry in Mexico
 General.
  Ratings and Audience Share.
  Programming
 Programming We Produce.
   29




---



##### Table of Contents



Foreign-Produced Programming.
 Talent Promotion.
 Television Broadcasting
  WhollyOwnedMexico City
    
    
    Wholly
    
    
    Majority
    
    
    MinorityAnchor
    
    
    Owned
    
    
    Owned
    
    
    Owned
    
    
    Independent
    
    
    TotalStations
    
    
    Affiliates
    
    
    Affiliates
    
    
    Affiliates
    
    
    Affiliates
    
    
    StationsChannel 2
    
    
    1
    
    
    
    123
    
    
    
    2
    
    
    
    
    
    
    
    1
    
    
    
    127Channel 4
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Channel 5
    
    
    1
    
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    67Channel 9
    
    
    1
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    13
    
    
    
    29Subtotal
    
    
    4
    
    
    
    200
    
    
    
    2
    
    
    
    
    
    
    
    18
    
    
    
    224Border Stations
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Local (Stations) Affiliates
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    1
    
    
    
    14
    
    
    
    33Total
    
    
    4
    
    
    
    219
    
    
    
    2
    
    
    
    1
    
    
    
    32
    
    
    
    258
    30




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##### Table of Contents



Average Audience Share
January 2008  December 2010(1)
 
 (1)
    
    Source: IBOPE AGB Mexico.
  31




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##### Table of Contents



Average Ratings
January 2008  December 2010(1)
 
 (1)
    
    Source: IBOPE AGB Mexico.
 Channel 2 Network. El Canal de las Estrellas
 Política Nacional para la Introducción de los Servicios de Televisión Digital
Terrestre
  Year Ended December 31,2008(1)
    
    
    2009(1)
    
    
    2010(1)Prime time hours
    
    
    34.1
    %
    
    
    33.9
    %
    
    
    33.3
    %Weekday prime time hours
    
    
    38.3
    %
    
    
    36.6
    %
    
    
    37.9
    %Sign-on to sign-off hours
    
    
    32.1
    %
    
    
    31.7
    %
    
    
    30.8
    %
 (1)
    
    Source: IBOPE AGB Mexico.
  32




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Channel 5 Network.
   Year Ended December 31,2008(1)
    
    
    2009(1)
    
    
    2010(1)Prime time hours
    
    
    18.1
    %
    
    
    18.6
    %
    
    
    16.9
    %Weekday prime time hours
    
    
    16.1
    %
    
    
    17.1
    %
    
    
    13.8
    %Sign-on to sign-off hours
    
    
    19.6
    %
    
    
    20.3
    %
    
    
    19.4
    %
 (1)
    
    Source: IBOPE AGB Mexico.
  Channel 4 Network.
   Year Ended December 31,2008(1)
    
    
    2009(1)
    
    
    2010(1)Prime time hours
    
    
    7.2
    %
    
    
    6.2
    %
    
    
    5.8
    %Weekday prime time hours
    
    
    8.4
    %
    
    
    7.5
    %
    
    
    6.5
    %Sign-on to sign-off hours
    
    
    9.0
    %
    
    
    8.3
    %
    
    
    8.0
    %
 (1)
    
    Source: IBOPE AGB Mexico.
  33




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##### Table of Contents



Channel 9 Network.
   Year Ended December 31,2008(1)
    
    
    2009(1)
    
    
    2010(1)Prime time hours
    
    
    11.8
    %
    
    
    11.2
    %
    
    
    12.0
    %Weekday prime time hours
    
    
    11.1
    %
    
    
    11.1
    %
    
    
    12.3
    %Sign-on to sign-off hours
    
    
    11.7
    %
    
    
    10.6
    %
    
    
    11.3
    %
 (1)
    
    Source: IBOPE AGB Mexico.  Local Affiliates.
  Border Stations.
  34




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##### Table of Contents



Pay Television Networks.
 Telehit Ritmoson Latino Bandamax De Película De Película
Clásico Unicable Cinema Golden Choice 1 & 2, Cinema Golden Choice Latinoamérica, Canal de
Telenovelas American Network Canal de las Estrellas Latinoamérica, Canal de las Estrellas Europa Canal 2 Delay-2hrs, Clasico TV TDN Foro TV
  Programming Exports.
 Expansion of Programming Reach.
 Publishing
  TV y Novelas Vanidades Caras Eres Conozca Más Furia Musical Banda Onda Grupera Vanidades, TV y Novelas U.S.A. Caras.
 Cosmopolitan Good
Housekeeping Harpers Bazaar, Seventeen Popular Mechanics PC Magazine Maxim Marie Claire Mens Health and Prevention, Womens Health, Runners
World Sport Life Automóvil
Panamericano Muy Interesante Padres e Hijos Disney Princesas Disney Winnie Pooh, Disney
Hadas, Power Rangers Playhouse Disney National Geographic National Geographic Traveler National Geographic Kids OK!
  Poder y Negocios Venezuela Poder y Negocios Perú
  35




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##### Table of Contents



Cable and Telecom
 Cablevisión
 The Cable Television Industry in Mexico.
 Mexico City Cable System.
 Digital Cable Television Services. ®
 Video-on-Demand and Pay-Per-View Channels.
 Cablevisión Television Revenues.
 Cablevisión Television Initiatives.
 
    
    enhanced programming services, including video games, video on demand, high definition, impulse pay per view;
    
    Broadband internet services; and
    
    IP telephony services.
   36




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##### Table of Contents



Cablemás.
 Cablemás Cable System.
  Cablemás Revenues.
   
    
    Digital signal, Video-on-Demand, and high-definition programming among others, for cable television;
    
    Broadband internet services; and
    
    IP telephony services.
  Cablemás Services.
 TVI.
  Bestel.
  37




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##### Table of Contents



Other Businesses
 Publishing
Distribution .
 Televisa Interactive Media.
    Sports and Show Business Promotions.
 Soccer.
  38




---



##### Table of Contents



América
 Promotions.
 Feature Film Production and Distribution.
 Cabeza de Buda
   Gaming Business.
 Radio Stations.
    39




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##### Table of Contents



Investments
 OCEN.
   Mutual Fund Venture. Comisión Nacional Bancaria y de Valores
 Volaris.
 La Sexta.
  40




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##### Table of Contents



Alvafig.
  Grupo de Telecomunicaciones de Alta Capacidad, S.A.P.I. de C.V. Comisión Federal de Electricidad
  DTH Ventures
 Background.
     41




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##### Table of Contents



Sky.
          42




---



##### Table of Contents



Programming.
 Univision
        43




---



##### Table of Contents



Competition
  Television Broadcasting
     Publishing
  Cable and Telecom
   44




---



##### Table of Contents



Radio
   Feature Film Production and Distribution
  DTH Satellite Services
      45




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##### Table of Contents



Gaming Business
  Regulation
  Television
 Mexican Television Regulations
 Concessions. Comision Federal de Telecomunicaciones Diario
Oficial de la Federación
  46




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##### Table of Contents




    
    proof of Mexican nationality;
    
    submission of a business plan;
    
    submission of technical specifications and descriptions;
    
    submission of a plan for coverage;
    
    submission of an investment program;
    
    submission of a financial program;
    
    submission of plans for technical development and actualization;
    
    submission of plans for production and programming;
    
    receipt of a guaranty to ensure the continuation of the process until the concession is granted or denied; and
    
    a request for a favorable opinion from the Mexican Antitrust Commission.
     
    
    failure to construct broadcasting facilities within a specified time period;
    
    changes in the location of the broadcasting facilities or changes in the frequency assigned without
prior governmental authorization;
    
    direct or indirect transfer of the concession, the rights arising therefrom or ownership of the
broadcasting facilities without prior governmental authorization;
    
    transfer or encumbrance, in whole or in part, of the concession, the rights arising therefrom, the
broadcasting equipment or any assets dedicated to the concessionaires activities, to a foreign
government, company or individual, or the admission of any such person as a partner in the
concessionaires business;
    
    failure to broadcast for more than 60 days without reasonable justification;
    
    any amendment to the bylaws of the concessionaire that is in violation of applicable Mexican law; and
    
    any breach to the terms of the concession title.
    47




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##### Table of Contents



Supervision of Operations.
   Networks.
 Restrictions on Advertising.
  Broadcast Tax.
 Foreign Ownership. Ley de Inversión Extranjera Reglamento de la Ley de Inversión
Extranjera
  48




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##### Table of Contents



Radio
  Cable Television
 Concessions. Estado de México
    
    
    unauthorized interruption or termination of service;
    
    interference by the concessionaire with services provided by other operators;
    
    noncompliance with the terms and conditions of the public telecommunications concession;
    
    the concessionaires refusal to interconnect with other operators;
    
    loss of the concessionaires Mexican nationality;
    
    unauthorized assignment, transfer or encumbrance, in whole or in part, of the concession or any rights or assets;
    
    the liquidation or bankruptcy of the concessionaire; and
    
    ownership or control of the capital stock of the concessionaire by a foreign government.
  Reglamento del Servicio
de Televisión y Audio Restringidos Reglamento de la Ley Federal de Radio y Televisión.
  49




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##### Table of Contents



Supervision of Operations.
    Restrictions on Advertising.
 Government Participation.
 Forfeiture of Assets.
 Non-Mexican Ownership of Public Telecommunications Networks
 Comisión Nacional de Inversiones Extranjeras
 Application of Existing Regulatory Framework to Internet Access and IP Telephony Services
   Satellite Communications
 Mexican Regulation of DTH Satellite Services.
  50




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##### Table of Contents




    
    the failure to use the concession within 180 days after it was granted;
    
    a declaration of bankruptcy of the concessionaire;
    
    failure to comply with the obligations or conditions specified in the concession;
    
    unlawful assignments of, or encumbrances on, the concession; or
    
    failure to pay to the government the required fees.
    Regulation of DTH Satellite Services in Other Countries.
 Mexican Gaming Regulations
 Ley Federal de Juegos y Sorteos Reglamento de la Ley Federal de Juegos y Sorteos
 Mexican Antitrust Law
 Reglamento de la Ley
Federal de Competencia Económica
   51




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##### Table of Contents



(i)
    
    the acquirer does not have any participation in any market related to the relevant market;
and(ii)
    
    the acquirer is not an actual or potential competitor of target; and(iii)
    
    any of the following circumstances are met:
 (x)
    
    the acquirer is a new participant in the relevant market;(y)
    
    the acquirer does not have  control over target before or
after the transaction; or(z)
    
    the acquirer has  control over target before the transaction.
   (i)
    
    Corporate restructurings.(ii)
    
    Transactions where the acquirer has control over target from its incorporation or
from the date the last reported transaction was approved by the Mexican Antitrust
Commission.(iii)
    
    Transactions that have effect in Mexico involving non-Mexican participants, if the
participants will not take control of Mexican legal entities, or acquire assets in
Mexico, in addition to those previously controlled or owned by such participants.(iv)
    
    Acquisitions of equity securities (or convertible securities) through stock markets
that represent less than 10% of such securities, and the acquirer is not entitled to (w)
appoint board members; (x) control a shareholders meeting decision; (y) vote more than
10% of voting rights of the issuer; or (z) direct or influence the management, operation,
strategy or principal policies of the issuer.
       52




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##### Table of Contents



Mexican Electoral Amendment
     Código Federal de Instituciones y Procedimientos Electorales Tribunal Federal Electoral
   53




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##### Table of Contents



Significant Subsidiaries
  Jurisdiction ofOrganization or
    
    PercentageName of Significant Subsidiary
    
    Incorporation
    
    Ownership(1)Corporativo Vasco de Quiroga, S.A. de C.V.(2)(3)(4)
    
    Mexico
    
    
    100.0
    %CVQ Espectáculos, S.A. de C.V.(2)(3)
    
    Mexico
    
    
    100.0
    %Editora Factum, S.A. de C.V.(3)(4)
    
    Mexico
    
    
    100.0
    %Empresas Cablevisión, S.A.B de C.V.(3)(5)
    
    Mexico
    
    
    51.0
    %Editorial Televisa, S.A. de C.V.(3)(6)
    
    Mexico
    
    
    100.0
    %Factum Más, S.A. de C.V.(7)(8)
    
    Mexico
    
    
    100.0
    %Sky DTH, S. de R.L. de C.V.(7)
    
    Mexico
    
    
    100.0
    %Innova Holdings, S. de R.L. de C.V.(7)
    
    Mexico
    
    
    58.7
    %Innova, S. de R.L. de C.V. (Innova)(9)
    
    Mexico
    
    
    58.7
    %Grupo Distribuidoras Intermex, S.A. de C.V.(2)(3)(10)
    
    Mexico
    
    
    100.0
    %Grupo Telesistema, S.A. de C.V.(11)
    
    Mexico
    
    
    100.0
    %G-Televisa-D, S.A. de C.V.(12)
    
    Mexico
    
    
    100.0
    %Televisa, S.A. de C.V.(13)
    
    Mexico
    
    
    100.0
    %Televisión Independiente de México, S.A. de C.V.(3)
    
    Mexico
    
    
    100.0
    %Multimedia Telecom, S.A. de C.V.(14)
    
    Mexico
    
    
    100.0
    %Sistema Radiópolis, S.A. de C.V.(2)(3)(15)
    
    Mexico
    
    
    50.0
    %Televisa Juegos, S.A. de C.V.(2)(3)(16)
    
    Mexico
    
    
    100.0
    %
 (1)
    
    Percentage of equity owned by us directly or indirectly through subsidiaries or affiliates.(2)
    
    One of five direct subsidiaries through which we conduct the operations of our Other Businesses segment,
excluding Internet operations.(3)
    
    While this subsidiary is not a significant subsidiary within the meaning of Rule 1-02(w) of Regulation
S-X under the Securities Act, we have included this subsidiary in the table above to provide a more
complete description of our operations.(4)
    
    One of two direct subsidiaries through which we own equity interests in and conduct the operations of our
Cable and Telecom segment.(5)
    
    One of the indirect subsidiaries through which we conduct the operations of our Cable and Telecom segment.(6)
    
    Direct subsidiary through which we conduct the operations of our Publishing segment.(7)
    
    One of three subsidiaries through which we own our equity interest in Innova.(8)
    
    Direct subsidiary through which we own equity interests in and conduct our Internet business.(9)
    
    Consolidated variable interest entity through which we conduct the operations of our Sky segment. We
currently own a 58.7% interest in Innova.(10)
    
    Direct subsidiary through which we conduct the operations of our Publishing Distribution segment.(11)
    
    Direct subsidiary through which we conduct the operations of our Television Broadcasting, Pay Television
Networks and Programming Exports segments.(12)
    
    Indirect subsidiary through which we conduct certain operations of our Television Broadcasting segment.(13)
    
    Indirect subsidiary through which we conduct the operations of our Television Broadcasting, Pay
Television Networks and Programming Exports segments.(14)
    
    Direct subsidiary through which we maintain 5% of the capital stock of BMP and our investment in 1.5%
Convertible Debentures issued by BMP.(15)
    
    Direct subsidiary through which we conduct the operations of our Radio business.(16)
    
    Direct subsidiary through which we conduct the operations of our Gaming business.  54




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Property, Plant and Equipment
 Broadcasting, Office and Production Facilities.
   Number ofOperations
    
    Properties
    
    
    LocationTelevision and news activitiesOwned properties
    
    
    2
    
    
    Buenos Aires, Argentina(1)San Diego, California(1)Leased properties
    
    
    4
    
    
    Madrid, Spain(2)San Diego, California(1)Zug, Switzerland(1)Publishing activitiesOwned properties
    
    
    8
    
    
    Miami, Florida(1)Santiago, Chile(1)Quito, Ecuador(1)Guayaguil, Ecuador(1)Caracas Venezuela (1)Buenos Aires, Argentina(2)Bogota, Colombia(1)Leased properties
    
    
    8
    
    
    Beverly Hills, California(1)Miami, Florida(1)New York, New York(1)Medellín, Colombia(1)Bogota, Colombia(2)Quito, Ecuador(1)San Juan, Puerto Rico(1)
  55




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##### Table of Contents



Number ofOperations
    
    Properties
    
    
    LocationPublishing distribution and other activitiesOwned properties
    
    
    2
    
    
    Lima, Peru(1)Guayaquil, Ecuador(1)Leased properties
    
    
    79
    
    
    Quito, Ecuador(2)Guayaquil, Ecuador(1)Buenos Aires, Argentina(2)Panamá, Panamá(2)Santiago, Chile (44)Barranquilla, Colombia(2)Bogota, Colombia(5)Bucaramanga, Colombia(1)Cali, Colombia(5)Cartagena, Colombia(1)Colombia, Colombia(2)Ibage, Colombia(1)Manizales, Colombia(1)Medellín, Colombia(3)Pasto, Colombia(1)Pompayan, Colombia(1)Pereira, Colombia(1)Santa Martha, Colombia(1)Sincelejo, Colombia,(1)Villavicencio, Colombia(1)Lima, Peru(1)DTHLeased properties
    
    
    7
    
    
    San José Costa Rica(1)Guatemala (1)Nicaragua (1)Panama (1)Salvador (1)Honduras (1)Dominicana (1)TelephonyLeased properties
    
    
    8
    
    
    San Antonio, Texas(3)Dallas, Texas (2)Laredo, Texas (1)McAllen, Texas (1)Mission, Texas (1)
 Satellites.
   56




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Insurance.
  57




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Item 5.
    
    Operating and Financial Review and Prospects.
 You should read the following discussion together with our consolidated year-end financial
statements and the accompanying notes, which appear elsewhere in this annual report. This annual
report contains forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in these forward-looking statements.
Factors that could cause or contribute to these differences include, but are not limited to, those
discussed below and elsewhere in this annual report, particularly in Key Information  Risk
Factors. In addition to the other information in this annual report, investors should consider
carefully the following discussion and the information set forth under Key Information  Risk
Factors before evaluating us and our business.
 
 Preparation of Financial Statements
   
 Results of Operations
  Year Ended December 31,(1)2008
    
    
    2009
    
    
    2010Segment Net SalesTelevision Broadcasting
    
    
    43.7
    %
    
    
    40.3
    %
    
    
    38.5
    %Pay Television Networks
    
    
    4.5
    
    
    
    5.1
    
    
    
    5.3Programming Exports
    
    
    5.0
    
    
    
    5.3
    
    
    
    5.2Publishing
    
    
    7.5
    
    
    
    6.3
    
    
    
    5.5Sky
    
    
    18.7
    
    
    
    18.7
    
    
    
    19.0Cable and Telecom
    
    
    13.5
    
    
    
    17.3
    
    
    
    20.0Other Businesses
    
    
    7.1
    
    
    
    7.0
    
    
    
    6.5Total Segment Net Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Intersegment Operations
    
    
    (2.3
    )
    
    
    (2.2
    )
    
    
    (2.1
    )Total Consolidated Net Sales
    
    
    97.7
    %
    
    
    97.8
    %
    
    
    97.9
    %Net SalesCost of Sales(2)
    
    
    44.9
    %
    
    
    45.4
    %
    
    
    45.4
    %Selling Expenses(2)
    
    
    8.2
    
    
    
    8.9
    
    
    
    8.3Administrative Expenses(2)
    
    
    6.4
    
    
    
    7.3
    
    
    
    8.0Depreciation and Amortization
    
    
    9.0
    
    
    
    9.4
    
    
    
    11.4Consolidated Operating Income
    
    
    31.5
    
    
    
    29.0
    
    
    
    26.9Total Net Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 (1)
    
    Certain segment data set forth in these tables may vary from
certain data set forth in our consolidated year-end financial
statements due to differences in rounding. The segment net sales
and total segment net sales data set forth in this annual report
reflect sales from intersegment operations in all periods
presented. See Note 22 to our consolidated year-end financial
statements.(2)
    
    Excluding depreciation and amortization.  58




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Summary of Business Segment Results
  Year Ended December 31,(1)2008
    
    
    2009
    
    
    2010(Millions of Pesos)Segment Net SalesTelevision Broadcasting
    
    Ps.
    21,460.7
    
    
    Ps.
    21,561.6
    
    
    Ps.
    22,750.1Pay Television Networks
    
    
    2,212.5
    
    
    
    2,736.6
    
    
    
    3,146.2Programming Exports
    
    
    2,437.2
    
    
    
    2,845.9
    
    
    
    3,074.8Publishing
    
    
    3,700.4
    
    
    
    3,356.1
    
    
    
    3,229.6Sky
    
    
    9,162.2
    
    
    
    10,005.2
    
    
    
    11,248.2Cable and Telecom
    
    
    6,623.4
    
    
    
    9,241.8
    
    
    
    11,814.2Other Businesses
    
    
    3,498.5
    
    
    
    3,771.4
    
    
    
    3,812.3Total Segment Net Sales
    
    
    49,094.9
    
    
    
    53,518.6
    
    
    
    59,075.4Intersegment Operations
    
    
    (1,122.6
    )
    
    
    (1,166.1
    )
    
    
    (1,218.6
    )Total Consolidated Net Sales
    
    Ps.
    47,972.3
    
    
    Ps.
    52,352.5
    
    
    Ps.
    57,856.8Operating Segment Income (Loss)Television Broadcasting
    
    Ps.
    10,504.9
    
    
    Ps.
    10,323.9
    
    
    Ps.
    10,714.3Pay Television Networks
    
    
    1,378.2
    
    
    
    1,660.4
    
    
    
    1,622.0Programming Exports
    
    
    1,076.8
    
    
    
    1,437.2
    
    
    
    1,503.6Publishing
    
    
    648.6
    
    
    
    190.7
    
    
    
    425.3Sky
    
    
    4,416.8
    
    
    
    4,478.8
    
    
    
    5,074.5Cable and Telecom
    
    
    2,134.8
    
    
    
    2,971.9
    
    
    
    3,907.2Other Businesses
    
    
    (242.9
    )
    
    
    (318.2
    )
    
    
    (184.0
    )Total Operating Segment Income(2)
    
    
    19,917.2
    
    
    
    20,744.7
    
    
    
    23,062.9Corporate Expenses(2)
    
    
    (478.3
    )
    
    
    (658.2
    )
    
    
    (901.0
    )Depreciation and Amortization
    
    
    (4,311.1
    )
    
    
    (4,929.6
    )
    
    
    (6,579.3
    )Total Consolidated Operating Income(3)
    
    Ps.
    15,127.8
    
    
    Ps.
    15,156.9
    
    
    Ps.
    15,582.6
 (1)
    
    Certain segment data set forth in these tables may vary from
certain data set forth in our consolidated year-end financial
statements due to differences in rounding. The segment net sales
and total segment net sales data set forth in this annual report
reflect sales from intersegment operations in all periods
presented. See Note 22 to our consolidated year-end financial
statements.(2)
    
    The total operating segment income data set forth in this annual
report do not reflect corporate expenses and depreciation and
amortization in any period presented, but are presented herein to
facilitate the discussion of segment results.(3)
    
    Total consolidated operating income reflects corporate expenses
and depreciation and amortization in all periods presented. See
Note 22 to our consolidated year-end financial statements. Seasonality
   59




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Results of Operations for the Year Ended December 31, 2010
Compared to the Year Ended December 31, 2009
 Total Segment Results
 Net Sales
  Cost of Sales
  Selling Expenses
  Administrative Expenses
  Television Broadcasting
     60




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Advertising Rates and Sales
    Pay Television Networks
    Programming Exports
   61




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Publishing
    Sky
    Cable and Telecom
   62




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Cablevisión
    
    
    Cablemás
    
    
    TVIVideo
    
    
    668,985
    
    
    
    997,239
    
    
    
    301,698Broadband
    
    
    299,157
    
    
    
    360,049
    
    
    
    147,268Voice
    
    
    190,441
    
    
    
    205,180
    
    
    
    106,129RGUs
    
    
    1,158,583
    
    
    
    1,562,468
    
    
    
    555,095
 Other Businesses
    Depreciation and Amortization
   63




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Non-operating Results
 Other Expense, Net
  Integral Cost of Financing, Net
  
    
    interest expense, including gains or losses from derivative instruments;
    
    interest income; and
    
    foreign exchange gain or loss attributable to monetary assets and
liabilities denominated in foreign currencies, including gains or
losses from derivative instruments.
   Equity in Losses of Affiliates, Net
   Income Taxes
     64




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##### Table of Contents



Non-controlling Interest Net Income
   Controlling Interest Net Income
  
    
    a Ps.425.7 million increase in operating income, net;
 
    
    a Ps.1,197.7 million decrease in other expense, net; and
 
    
    a Ps.503.4 million decrease in equity in losses of affiliates, net.
  
    
    a Ps.55.3 million increase in integral cost of financing, net;
 
    
    a Ps.138.3 million increase in income taxes; and
 
    
    a Ps.256.9 million increase in non-controlling interest net income.
 Results of Operations for the Year Ended December 31, 2009
Compared to the Year Ended December 31, 2008
 Total Segment Results
 Net Sales
   65




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##### Table of Contents



Cost of Sales
  Selling Expenses
  Administrative Expenses
  Television Broadcasting
 Hasta que el Dinero nos Separe Mañana es Para Siempre
  Pay Television Networks
   Programming Exports
   66




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##### Table of Contents



Publishing
   Sky
   Cable and Telecom
    Cablevisión
    
    
    Cablemás
    
    
    TVIVideo
    
    
    632,061
    
    
    
    912,825
    
    
    
    237,062Broadband
    
    
    250,550
    
    
    
    289,006
    
    
    
    112,105Voice
    
    
    133,829
    
    
    
    146,406
    
    
    
    75,779RGUs
    
    
    1,016,440
    
    
    
    1,348,237
    
    
    
    424,946
 Other Businesses
   67




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Depreciation and Amortization
  Non-operating Results
 Other Expense, Net
  Integral Cost of Financing, Net
  
    
    interest expense, including gains or losses from derivative
instruments and the restatement of our UDI denominated notes through
2007;
    
    interest income;
    
    foreign exchange gain or loss attributable to monetary assets and
liabilities denominated in foreign currencies, including gains or
losses from derivative instruments; and
    
    gain or loss attributable to holding monetary assets and liabilities
exposed to inflation through 2007, as we discontinued recognizing the
effects of inflation in financial information effective January 1,
2008.
   Equity in Losses of Affiliates, Net
   68




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Income Taxes
     Impuesto
Empresarial a Tasa Única IETU
  Non-controlling Interest Net Income
   Controlling Interest Net Income
  
    
    a Ps.812.8 million increase in other expense, net; and
    
    a Ps.2,142.4 million increase in integral cost of financing, net.
  69




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##### Table of Contents




    
    a Ps.29.1 million increase in operating income;
    
    a Ps.334.6 million decrease in equity in earnings of affiliates, net;
    
    a Ps.443.5 million decrease in income taxes; and
    
    a Ps.351.4 million decrease in non-controlling interest net income.
 Effects of Devaluation and Inflation
  
    
    the percentage that the Peso devalued or appreciated against the U.S. Dollar;
    
    the Mexican inflation rate;
    
    the U.S. inflation rate; and
    
    the percentage change in Mexican GDP compared to the prior period.
 Year Ended December 31,2008
    
    
    2009
    
    
    2010Devaluation (appreciation) of the Peso as compared to the U.S. Dollar(1)
    
    
    26.7
    %
    
    
    (5.5
    %)
    
    
    (5.5
    %)Mexican inflation rate(2)
    
    
    6.5
    
    
    
    3.6
    
    
    
    4.4U.S. inflation rate
    
    
    0.1
    
    
    
    2.7
    
    
    
    1.5Increase (decrease) in Mexican GDP(3)
    
    
    1.2
    
    
    
    (6.1
    )
    
    
    5.4
 (1)
    
    Based on changes in the Interbank Rates, as reported by Banamex, at
the end of each period, which were as follows: Ps.10.9222 per U.S.
Dollar as of December 31, 2007; Ps.13.84 per U.S. Dollar as of
December 31, 2008; Ps.13.08 per U.S. Dollar as of December 31, 2009;
and Ps.12.3576 per U.S. Dollar as of December 31, 2010.(2)
    
    Based on changes in the NCPI from the previous period, as reported by
the Mexican Central Bank, which were as follows: 86.6 in 2007; 92.2 in
2008; 95.5 in 2009; and 99.7 in 2010.(3)
    
    As reported by the Instituto Nacional de Estadística, Geografía e
Informática, or INEGI, and, in the case of GDP information for 2010 as
estimated by INEGI.  
    
    Advertising and Other Revenues.Inflation in Mexico adversely affects
consumers. As a result, our advertising customers may purchase less
advertising, which would reduce our advertising revenues, and consumers may
reduce expenditures for our other products and services, including pay-TV
services.
    
    Foreign Currency-Denominated Revenues and Operating Costs and Expenses.We
have substantial operating costs and expenses denominated in foreign
currencies, primarily in U.S. Dollars. These costs are principally due to
our activities in the United States, the costs of foreign-produced
programming and publishing supplies and the leasing of satellite
transponders. The following table sets forth our foreign
currency-denominated revenues and operating costs and expenses stated in
millions of U.S. Dollars for 2008, 2009 and 2010:
 Year Ended December 31,2008
    
    
    2009
    
    
    2010(Millions of U.S. Dollars)Revenues
    
    U.S.$
    683
    
    
    U.S.$
    716
    
    
    U.S.$
    743Operating costs and expenses
    
    
    685
    
    
    
    659
    
    
    
    623
  
    
    Depreciation and Amortization Expense.Prior to January 1, 2008, we
restated our non-monetary Mexican and foreign assets to give effect to
inflation. The restatement of these assets in periods of high
inflation, as well as the devaluation of the Peso as compared to the
U.S. Dollar, increased the carrying value of these assets, which in
turn, increased the related depreciation expense.
  70




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
    
    Integral Cost of Financing.The devaluation of the Peso as compared to
the U.S. Dollar generated foreign exchange losses relating to our net
U.S. Dollar-denominated liabilities and increases the Peso equivalent
of our interest expense on our U.S. Dollar-denominated indebtedness.
Foreign exchange losses, derivatives used to hedge foreign exchange
risk and increased interest expense increased our integral cost of
financing.
  U.S. GAAP Reconciliation
  Recently Issued U.S. Accounting Standards
       71




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Recently Issued Mexican Financial Reporting Standards
 Consejo Mexicano de Normas de Información Financiera
  Norma de Información Financiera Financial
Information by Segments Financial Information by
Segments
 Financial Information at Interim Dates Financial Information at Interim Dates
  72




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Improvements to Mexican FRS 2011
  Inventories Inventories
 Prepayments Prepayments
 Property, Plant and Equipment Property,
Machinery and Equipment
 Obligations Associated With the Retirement of Property, Plant and Equipment
 International Financial Reporting Standards
 Comisión Nacional
Bancaria y de Valores
 Critical Accounting Policies
   73




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Accounting for Programming.
   Equity Investments.
    Goodwill and Other Indefinite-lived Intangible Assets.
   74




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Long-lived Assets.
 Deferred Income Taxes.
 Financial Assets and Liabilities Measured at Fair Value.
  75




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##### Table of Contents



Financial assets and liabilities measured at fair value as of December 31, 2010 (in thousands of
Mexican Pesos):
 Quoted Prices in
    
    
    Internal Models
    
    
    Internal ModelsActive Markets for
    
    
    with Significant
    
    
    with SignificantBalance
    
    
    Identical
    
    
    Observable
    
    
    Unobservableas of December 31,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Temporary investments
    
    Ps.
    10,446,840
    
    
    Ps.
    3,238,333
    
    
    Ps.
    7,208,507
    
    
    Ps.
    Available-for-sale investments:Open ended fund
    
    
    2,922,625
    
    
    
    
    
    
    
    2,922,625
    
    
    
    Convertible Debentures due 2025
    
    
    13,904,222
    
    
    
    
    
    
    
    
    
    
    
    13,904,222Derivative financial instruments
    
    
    189,400
    
    
    
    
    
    
    
    189,400
    
    
    
    Total
    
    Ps.
    27,463,087
    
    
    Ps.
    3,238,333
    
    
    Ps.
    10,320,532
    
    
    Ps.
    13,904,222Liabilities:Derivative financial instruments
    
    Ps.
    177,857
    
    
    Ps.
    
    
    
    Ps.
    177,857
    
    
    Ps.
    Total
    
    Ps.
    177,857
    
    
    Ps.
    
    
    
    Ps.
    177,857
    
    
    Ps.
    
  Convertible Debenturesdue 2025Balance at beginning of year
    
    Ps.
    Total gain or losses (realized/unrealized):
    
    
    Included in earnings
    
    
    Included in other comprehensive income
    
    
    Purchase, issuance and settlements
    
    
    13,904,222Balance as the end of year
    
    Ps.
    13,904,222
 Temporary Investments.
   Available-for-Sale Investments .
    76




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Open ended fund
   Convertible Debentures due 2025
    Derivative Financial Instruments.
    Pension and Seniority Premiums Plan Assets .
     77




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Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis.
     Liquidity, Foreign Exchange and Capital Resources
 Liquidity.
     78




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Capital Expenditures, Acquisitions and Investments, Distributions and Other Sources of Liquidity.
  
    
    make aggregate capital expenditures for property, plant and equipment
totaling U.S.$850 million, of which U.S.$435 million and U.S.$270
million are for the expansion and improvements of our Cable and
Telecom and Sky segments, respectively, and the remaining U.S.$145
million is for our Television Broadcasting segment and other segments;
    
    make additional capital contributions related to our 33.3% interest in
Grupo de Telecomunicaciones de Alta Capacidad, S.A.P.I. de C.V.
(GTAC) in the amount of U.S.$13.4 million (Ps.159 million) and
provide additional long-term financing to GTAC in the principal amount
of U.S.$24.9 million (Ps.296.1 million) under a credit facility
related to our interest in GTAC;
  79




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##### Table of Contents




    
    make an investment of U.S.$37.5 million in equity and U.S.$1,565
million in convertible debt of Iusacell. Upon conversion of the debt,
our equity participation in Iusacell will be 50%; and
    
    in the first half of 2011, we agreed with the non-controlling
stockholders of Cablemás the terms for us to acquire their 41.7%
equity interest in Cablemás for an aggregate amount of U.S.$390.9
million (Ps.4,603.0 million), payable in cash and 24.8 million CPOs
issued by us on April 29, 2011.
  
    
    made aggregate capital expenditures for property, plant and equipment
totaling U.S.$1,011 million, of which U.S.$438.5 million, U.S.$436.6
million and U.S.$12.5 million are for the expansion and improvements
of our Cable and Telecom and Sky segments and Gaming businesses,
respectively, and U.S.$123.4 million for our Broadcasting Television
segment and other businesses. The actual amount for 2010 includes an
accrual of U.S.$111.0 million related to our investment in a new
24-transponder satellite that was launched in the first quarter of
2010, which was paid in cash in the first quarter of 2011;
    
    made short-term loans related to our 40.5% interest in La Sexta in the
principal amount of 21.5 million (U.S.$29.2 million). In the first
quarter of 2011, we made a capital contribution related to our
interest in La Sexta with the principal amount of the short-term loans
made by us in 2010, and our interest in La Sexta increased from 40.5%
to 40.8%. Currently, we do not have commitments for additional capital
contributions in La Sexta;
    
    made investments of U.S.$1,255.0 million in cash in Broadcasting Media
Partners, Inc. (BMP), the parent company of Univision, in exchange
for a 5% equity stake of the outstanding common stock of BMP and
U.S.$1,125 million principal amount of debentures due 2025 bearing
interest at an annual rate of 1.5%, that are initially convertible at
our option into additional shares currently equivalent to a 30% equity
stake of BMP, subject to certain conditions and regulations; and
    
    made a capital contribution related to our 33.3% interest in GTAC in
the amount of U.S.$4.3 million (Ps.54.7 million). Additionally, in
2010, we provided long-term financing to GTAC in the principal amount
of U.S.$29.0 million (Ps.372.1 million) under a credit facility
related to our interest in GTAC.
  
    
    made aggregate capital expenditures totaling U.S.$499.3 million, of
which U.S.$239 million, U.S.$128.8 million and U.S.$17.5 million
correspond to our Cable and Telecom, Sky and Gaming businesses,
respectively, and U.S.$114 million to our Television Broadcasting and
other businesses;
    
    made investments related to our 40.5% interest in La Sexta for an
aggregate amount of 35.7 million (U.S.$49 million); and
    
    made investments in Volaris, for an aggregate amount of U.S.$5
million, and in other companies in which we hold a non-controlling
interest for an aggregate amount of U.S.$5.5 million.
 Refinancings.
    80




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##### Table of Contents



Certificados Bursátiles
  Indebtedness.
 Debt Outstanding(1)December 31,2010
    
    
    Interest
    
    
    
    
    
    
    MaturityDescription of Debt
    
    Actual
    
    
    Rate(2)
    
    
    Denomination
    
    
    of DebtLong-term debt8% Senior Notes(2)
    
    
    889.1
    
    
    
    8.0
    %
    
    U.S. Dollars
    
    
    20116% Senior Notes(2)
    
    
    6,178.8
    
    
    
    6.0
    %
    
    U.S. Dollars
    
    
    20188.5% Senior Notes(2)
    
    
    3,707.3
    
    
    
    8.5
    %
    
    U.S. Dollars
    
    
    20326.625% Senior Notes(2)
    
    
    7,414.6
    
    
    
    6.625
    %
    
    U.S. Dollars
    
    
    20258.49% Senior Notes(2)
    
    
    4,500.0
    
    
    
    8.49
    %
    
    Pesos
    
    
    20376.625% Senior Notes(2)
    
    
    7,414.6
    
    
    
    6.625
    %
    
    U.S. Dollars
    
    
    20407.38% Notes(3)
    
    
    10,000.0
    
    
    
    7.38
    %
    
    Pesos
    
    
    2020JPMorgan Chase Bank, N.A. loan(4)
    
    
    2,780.4
    
    
    
    0.8375
    %
    
    U.S. Dollars
    
    
    2012Inbursa, S.A. loan (5)
    
    
    1,000.0
    
    
    
    10.35
    %
    
    Pesos
    
    
    2012Santander Serfin loan (6)
    
    
    1,400.0
    
    
    
    5.11
    %
    
    Pesos
    
    
    2016Banamex loan (6)
    
    
    2,100.0
    
    
    
    8.74
    %
    
    Pesos
    
    
    2016Banco Mercantil del Norte loan (7)
    
    
    350.0
    
    
    
    7.10
    %
    
    Pesos
    
    
    2011Banamex loan (7)
    
    
    60.0
    
    
    
    7.08
    %
    
    Pesos
    
    
    2011Other debt (7)
    
    
    170.0
    
    
    
    8.32
    %
    
    Pesos
    
    
    2011Total debt (including current maturities)
    
    
    47,964.8
    
    
    
    
    
    
    
    
    
    
    
    14.3
    (8)Less: current maturities
    
    
    1,469.1
    
    
    
    
    
    
    Various
    
    December 2011Total long-term debt
    
    
    46,495.7
  81




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##### Table of Contents



(1)
    
    U.S. Dollar-denominated debt is translated into Pesos at an exchange rate of Ps.12.3576 per U.S. Dollar, the Interbank Rate, as reported by Banamex, as of December
31, 2010.(2)
    
    These Senior Notes due 2011, 2018, 2025, 2032, 2037 and 2040, in the outstanding principal amount of U.S.$72 million, U.S.$500 million, U.S.$600 million, U.S.$300
million, Ps.4,500 million and U.S.$600 million, respectively, are unsecured obligations of the Company, rank equally in right of payment with all existing and
future unsecured and unsubordinated indebtedness of the Company, and are junior in right of payment to all of the existing and future liabilities of the Companys
subsidiaries. Interest on the Senior Notes due 2011, 2018, 2025, 2032, 2037 and 2040, including additional amounts payable in respect of certain Mexican
withholding taxes, is 8.41%, 6.31%, 6.97%, 8.94%, 8.93% and 6.97% per annum, respectively, and is payable semi-annually. These Senior Notes may not be redeemed
prior to maturity, except (i) in the event of certain changes in law affecting the Mexican withholding tax treatment of certain payments on the securities, in
which case the securities will be redeemable, as a whole but not in part, at the option of the Company; and (ii) in the event of a change of control, in which case
the Company may be required to redeem the securities at 101% of their principal amount. Also, the Company may, at its own option, redeem the Senior Notes due 2018,
2025, 2037 and 2040, in whole or in part, at any time at a redemption price equal to the greater of the principal amount of these Senior Notes or the present value
of future cash flows, at the redemption date, of principal and interest amounts of the Senior Notes discounted at a fixed rate of comparable U.S. or Mexican
sovereign bonds. The Senior Notes due 2011, 2018, 2032 and 2040 were priced at 98.793%, 99.280%, 99.431% and 98.319%, respectively, for a yield to maturity of
8.179%, 6.097%, 8.553% and 6.755%, respectively. The Senior Notes due 2025 were issued in two aggregate principal amounts of U.S.$400 million and U.S.$200 million,
and were priced at 98.081% and 98.632%, respectively, for a yield to maturity of 6.802% and 6.787%, respectively. The agreement of these Senior Notes contains
covenants that limit the ability of the Company and certain restricted subsidiaries engaged in Television Broadcasting, Pay Television Networks and Programming
Exports, to incur or assume liens, perform sale and leaseback transactions, and consummate certain mergers, consolidations and similar transactions. The Senior
Notes due 2011, 2018, 2025, 2032, 2037 and 2040 are registered with the U.S. Securities and Exchange Commission.(3)
    
    In October 2010, the Company issued 7.38% Notes (Certificados Bursátiles) due 2020 through the Mexican Stock Exchange in the aggregate
principal amount of Ps.10,000 million. Interest on these Notes is payable semi-annually. The Company may, at its own option, redeem these
Notes, in whole or in part, at any semi-annual interest payment date at a redemption price equal to the greater of the principal amount of the
outstanding Notes and the present value of future cash flows, at the redemption date, of principal and interest amounts of the Notes discounted
at a fixed rate of comparable Mexican sovereign bonds. The agreement of these Notes contains covenants that limit the ability of the Company
and certain restricted subsidiaries appointed by the Companys Board of Directors, and engaged in Television Broadcasting, Pay Television
Networks and Programming Exports, to incur or assume liens, perform sale and leaseback transactions, and consummate certain mergers,
consolidations and similar transactions.(4)
    
    In December 2007, Empresas Cablevisión entered into a 5-year term loan facility with a U.S. bank in the aggregate principal amount of U.S.$225
million, in connection with the financing for the acquisition of Letseb and Bestel USA (See Note 2 to our consolidated year-end financial
statements). Annual interest on this loan facility is payable on a quarterly basis at LIBOR plus an applicable margin that may range from
0.475% to 0.725% depending on a leverage ratio. At December 31, 2010, the applicable leverage ratio was 0.525%. Under the terms of this loan
facility, Empresas Cablevisión and its subsidiaries are required to (a) maintain certain financial coverage ratios related to indebtedness and
interest expense, and (b) comply with certain restrictive covenants, primarily on debt, liens, investments and acquisitions, capital
expenditures, asset sales, consolidations, mergers and similar transactions. In March 2011, Empresas Cablevisión prepaid this loan facility in
full.(5)
    
    Includes a loan under a certain credit agreement entered into by the Company with a Mexican bank, with maturities through 2012. Interest on
this loan is 10.350% per annum, and is payable on a monthly basis. Under the terms of this credit agreement, the Company and certain restricted
subsidiaries engaged in television broadcasting, pay television networks and programming exports are required to (a) maintain certain financial
coverage ratios related to indebtedness and interest expense; and (b) comply with certain restrictive covenants on indebtedness, dividend
payments, issuance and sale of capital stock, and liens.  82




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##### Table of Contents



(6)
    
    Includes two long-term loans entered into by Sky with Mexican banks in the aggregate principal amount of Ps.3,500 million with a maturity in
2016. This Sky long-term indebtedness is guaranteed by the Company. Annual interest on these two long-term loans was in the range of 8.74% and
8.98% through the first quarter of 2009, and the Mexican Interbank Interest Rate, or TIIE, plus 24 basis points for the remaining period
through maturity, with interest payable on a monthly basis. Under the terms of these loan agreements, Sky is required to (a) maintain certain
financial coverage ratios related to indebtedness and interest expense; and (b) comply with certain restrictive covenants on indebtedness,
liens, asset sales, and certain mergers and consolidations.(7)
    
    Includes current-term loans of TVI, bearing different annual interest rates in the range of 7.10% and 8.35% and in the range TIIE plus 2.20%
and TIIE plus 3.50%, with interest payable on a monthly basis.(8)
    
    Actual weighted average maturity of long-term debt as of December 31, 2010.  Interest Expense.
  Year Ended December 31,(1)(2)2008
    
    
    2009
    
    
    2010Interest payable in U.S. Dollars
    
    U.S.$
    124.4
    
    
    U.S.$
    125.8
    
    
    U.S.$
    165.5Amounts currently payable under Mexican withholding
taxes(3)
    
    
    4.6
    
    
    
    5.5
    
    
    
    8.6Total interest payable in U.S. Dollars
    
    U.S.$
    129.0
    
    
    U.S.$
    131.3
    
    
    U.S.$
    174.1Peso equivalent of interest payable in U.S. Dollars
    
    Ps.
    1,432.7
    
    
    Ps.
    1,788.7
    
    
    Ps.
    2,210.9Interest payable in Pesos
    
    
    1,383.7
    
    
    
    1,347.7
    
    
    
    1,404.4Total interest expense
    
    Ps.
    2,816.4
    
    
    Ps.
    3,136.4
    
    
    Ps.
    3,615.3
 (1)
    
    U.S. Dollars are translated into Pesos at the rate prevailing when
interest was recognized as an expense for each period. Beginning on
January 1, 2008, we discontinued recognizing the effects of inflation
in financial information in accordance with Mexican FRS.(2)
    
    Interest expense in these periods includes amounts effectively payable
in U.S. Dollars as a result of U.S. Dollar-Peso swaps. Interest
expense in these periods also includes gains or losses from related
derivative instruments.(3)
    
    See Additional Information  Taxation  Federal Mexican Taxation. Guarantees.
   83




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Contractual Obligations and Commercial Commitments
  Contractual Obligations on the Balance Sheet
  Payments Due by PeriodLess Than12 Months
    
    
    12-36 Months
    
    
    36-60 Months
    
    
    AfterJanuary 1,
    
    
    January 1,
    
    
    January 1,
    
    
    60 Months2011 to
    
    
    2012 to
    
    
    2014 to
    
    
    Subsequent toDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,Total
    
    
    2011
    
    
    2013
    
    
    2015
    
    
    2015(Thousands of U.S. Dollars)8% Senior Notes due 2011
    
    U.S.$
    71,951
    
    
    U.S.$
    71,951
    
    
    U.S.$
    
    
    
    U.S.$
    
    
    
    U.S.$
    6.0% Senior Notes due 2018
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500,0006.625% Senior Notes due 2025
    
    
    600,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600,0008.5% Senior Notes due 2032
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,0008.49% Senior Notes due 2037
    
    
    364,148
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    364,1486.625% Senior Notes due 2040
    
    
    600,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600,0007.38% Notes due 2020
    
    
    809,220
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    809,220Inbursa loan due 2012
    
    
    80,922
    
    
    
    
    
    
    
    80,922JPMorgan Chase Bank, N.A. loan
facility due 2012(1)
    
    
    225,000
    
    
    
    225,000Santander Serfin loan due 2016
    
    
    113,290
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    113,290Banamex loan due 2016
    
    
    169,936
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    169,936Banco Mercantil del Norte loan
due 2011
    
    
    28,323
    
    
    
    28,323Banamex loan due 2011
    
    
    4,855
    
    
    
    4,855Acacia Fund loan due 2011
    
    
    12,138
    
    
    
    12,138Other debt
    
    
    1,618
    
    
    
    1,618Long-term debt
    
    
    3,881,401
    
    
    
    343,885
    
    
    
    80,922
    
    
    
    
    
    
    
    3,456,594Accrued Interest
    
    
    60,752
    
    
    
    60,752Satellite transponder obligation
    
    
    33,576
    
    
    
    17,439
    
    
    
    16,137Other capital lease obligations
    
    
    17,389
    
    
    
    5,230
    
    
    
    6,981
    
    
    
    2,633
    
    
    
    2,545Transmission rights(2)
    
    
    329,844
    
    
    
    117,282
    
    
    
    135,689
    
    
    
    63,844
    
    
    
    13,029Total contractual obligations
    
    U.S.$
    4,322,962
    
    
    U.S.$
    544,588
    
    
    U.S.$
    239,729
    
    
    U.S.$
    66,477
    
    
    U.S.$
    3,472,168
 (1)
    
    This loan was prepaid in March 2011.(2)
    
    This liability reflects our transmission rights obligations related to
programming acquired or licensed from third party producers and
suppliers, and special events, which are reflected for in our
consolidated balance sheet within trade accounts payable (current
liabilities) and other long-term liabilities.  84




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##### Table of Contents



Contractual Obligations off the Balance Sheet
  Payments Due by PeriodLess Than12 Months
    
    
    12-36 Months
    
    
    36-60 Months
    
    
    After 60January 1,
    
    
    January 1,
    
    
    January 1,
    
    
    Months2011 to
    
    
    2012 to
    
    
    2014 to
    
    
    Subsequent toDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,Total
    
    
    2011
    
    
    2013
    
    
    2015
    
    
    2015(Thousands of U.S. Dollars)Satellite transponder commitments(1)
    
    U.S.$
    24,826
    
    
    U.S.$
    9,373
    
    
    U.S.$
    9,227
    
    
    U.S.$
    5,520
    
    
    U.S.$
    706Agreements with Intelsat Corporation(2)
    
    
    548,400
    
    
    
    1,800
    
    
    
    51,600
    
    
    
    75,000
    
    
    
    420,000Capital expenditures commitments
    
    
    11,411
    
    
    
    11,411
    
    
    
    
    
    
    
    
    
    
    
    Lease commitments(3)
    
    
    190,910
    
    
    
    30,070
    
    
    
    45,327
    
    
    
    30,841
    
    
    
    84,672Interest on debt(4)
    
    
    3,943,979
    
    
    
    198,973
    
    
    
    495,185
    
    
    
    492,556
    
    
    
    2,757,265Interest on capital lease obligations
    
    
    7,721
    
    
    
    3,850
    
    
    
    2,109
    
    
    
    469
    
    
    
    1,293Programming obligations
    
    
    145,312
    
    
    
    39,911
    
    
    
    54,813
    
    
    
    48,692
    
    
    
    1,896Committed capital contributions to GTAC(5)
    
    
    12,867
    
    
    
    12,867
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    U.S.$
    4,885,426
    
    
    U.S.$
    308,255
    
    
    U.S.$
    658,261
    
    
    U.S.$
    653,078
    
    
    U.S.$
    3,265,832
 (1)
    
    Our minimum commitments for the use of satellite transponders under operating lease contracts.(2)
    
    The 15-year service agreement for transponders on IS-16 contemplates a monthly service fee of
U.S.$150,000 to be paid by Sky through September 2015. The 15-year service agreement for
transponders on IS-21 contemplates a monthly service fee of U.S.$3.0 million to be paid by
Sky from September of 2012 through August of 2027. See Note 11 to our consolidated year-end
financial statements.(3)
    
    Our minimum non-cancellable lease commitments for facilities under operating lease contracts,
which are primarily related to our gaming business, under operating leases expiring through
2047. See Note 11 to our consolidated year-end financial statements.(4)
    
    Interest to be paid in future years on outstanding debt as of December 31, 2010, was
estimated based on contractual interest rates and exchange rates as of that date.(5)
    
    We have commitments of capital contributions in 2011, subject to certain conditions, related
to our 33.3% equity interest in GTAC in the aggregate amount of Ps.159.0 million (U.S.$12.9
million). See Note 11 to our consolidated year-end financial statements.  85




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##### Table of Contents



Item 6. Directors, Senior Management and Employees
 Board of Directors
  Name and Date of Birth
    
    Principal Occupation
    
    Business Experience
    
    First ElectedEmilio Fernando Azcárraga Jean
(02/21/68)
    
    Chairman of the Board,
President and Chief
Executive Officer and
Chairman of the
Executive Committee of
Grupo Televisa
    
    Member of the Boards
of Banco Nacional
de México and Univision
    
    December 1990In alphabetical order:Alfonso de Angoitia Noriega
(01/17/62)
    
    Executive Vice
President, Member of
the Executive Office
of the Chairman and
Member of the
Executive Committee of
Grupo Televisa
    
    Member of the Boards
of Grupo Modelo and Univision
    
    April 1997Pedro Carlos Aspe Armella
(07/07/50)
    
    Co-Chairman of Evercore
    
    Member of the Board
of The McGraw-Hill
Companies and
Chairman of the
Board of
Concesionaria Vuela
Compañía de
Aviación
    
    April 2003Alberto Bailléres González
(08/22/31)
    
    Chairman of the Boards
of Grupo Bal,
Industrias Peñoles,
Fresnillo PLC, Grupo
Palacio de Hierro,
Grupo Nacional
Provincial and Grupo
Profuturo, Director of
Valores Mexicanos Casa
de Bolsa, Chairman of
the Government Board
of Instituto
Tecnológico Autonomo
de México and
Associate Founder
Fundación Alberto
Bailleres
    
    Director of Grupo
Dine, Grupo Kuo,
Grupo Financiero
BBVA Bancomer and
Fomento Económico
Mexicano
    
    April 2004Julio Barba Hurtado
(05/20/33)
    
    Legal Advisor to the
Company, Secretary of
the Audit & Corporate
Practices Committee
and Member of the
Executive Committee of
the Company
    
    Former Legal
Advisor to the
Board of the
Company and Former
Assistant Secretary
of the Board of the
Company
    
    December 1990José Antonio Bastón Patiño
(04/13/68)
    
    President of
Television and
Contents and Member of
the Executive
Committee of Grupo
Televisa
    
    Former Corporate
Vice President of
Television and Vice
President of
Operations of Grupo
Televisa
    
    April 1998
  86




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##### Table of Contents



Name and Date of Birth
    
    Principal Occupation
    
    Business Experience
    
    First ElectedFrancisco José Chévez Robelo
(07/03/29)
    
    Chairman of
the Audit and
Corporate Practices
Committee of Grupo
Televisa, Member
of the Board of
Diretors and
Chairman of the
Audit and Corporate
Practices Committee
of Empresas
Cablevisión
    
    Retired Partner of
Chévez, Ruíz,
Zamarripa y Cía.,
S.C. and Member of
the Board of
Directors and
Chairman of the
Audit and Corporate
Practices Committee
of Empresas
Cablevisión
    
    April 2003Manuel Jorge Cutillas Covani
(03/01/32)
    
    Private Investor
    
    Member of the Board
of Directors of
Lyford Cay
Foundation, Inc.
    
    April 1992José Antonio Fernández
Carbajal
(02/15/54)
    
    Chairman of the
Board and Chief
Executive Officer
of Fomento
Económico Mexicano
and Chairman of the
Board of Coca-Cola
FEMSA
    
    Vice-Chairman of
the Board of
Directors of ITESM,
Vice-Chairman of
the Supervisory
Board and Chairman of Americas Committee of Heineken
N.V., Vice Chairman of the Board of Heineken Holding, Chairman of
the Advisory Board
of the Woodrow
Wilson Center,
México Institute
Co. and Member of
the Board of
Directors of Grupo
Financiero BBVA
Bancomer,
Industrias Peñoles,
Grupo Industrial
Bimbo,
Concesionaria Vuela
Compañía de
Aviación, Grupo
Xignux, CEMEX and
Heineken Holding
N.V.
    
    April 2007Carlos Fernández González
(09/29/66)
    
    Chief Executive
Officer and
Chairman of the
Board of Grupo
Modelo, Member of
the Board and
Partner of
Finaccess México,
Partner and Chief
Executive Officer
of Tendora San
Carlos
    
    Member of the
Boards of Emerson
Electric Co, Grupo
Financiero
Santander and Crown
Imports, LLC
    
    July 2000Bernardo Gómez Martínez
(07/24/67)
    
    Executive Vice
President, Member
of the Executive
Office of the
Chairman and Member
of the Executive
Committee of Grupo
Televisa
    
    Former Deputy Director of the
Chairman of Grupo Televisa and former President of
the Mexican Chamber
of Television and
Radio Broadcasters
    
    April 1999Claudio X. González Laporte
(05/22/34)
    
    Chairman of the
Board of
Kimberly-Clark de
México and Chairman of the Strategic Commitee of the Mexican
Business Council
    
    Member of the
Boards of Grupo
Alfa, Grupo Carso,  Grupo México, Grupo Financiero Inbursa and
Mexico Fund, Director Emeritus of General Electric,

Investment Company
of America and
Mexico Fund
    
    April 1997Roberto Hernández Ramírez
(03/24/42)
    
    Chairman of the
Board of Banco
Nacional de México
    
    Member of the Board
of Grupo Financiero
Banamex
    
    April 1992
  87




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Name and Date of Birth
    
    Principal Occupation
    
    Business Experience
    
    First ElectedEnrique Krauze Kleinbort
(09/17/47)
    
    Director and Member
of the Boards of
Editorial Clío
Libros, y Videos
and of Editorial
Vuelta
    
    Member and Chairman of the Boards
of Quadrant and President of the
Board of Directors of Productora
Contadero
    
    April 1996Germán Larrea Mota Velasco
(10/26/53)
    
    Chairman of the
Board and Chief
Executive Officer
of Grupo México
    
    Member of the Board of Financiero
Banamex
    
    April 1999Michael Larson (10/07/59)
    
    Chief Investment
Officer of William
H. Gates III
    
    Chairman of Western Asset Claymore
Inflation Linked Securities &
Income Fund and Western
Asset/Claymore Inflation Linked
Opportunities Fund and Director of
Hamilton Lane Advisors, LLC, former Member of the Board of  Pan
American Silver Corp.
    
    April 2009Lorenzo Alejandro Mendoza 
Giménez (10/05/65)
    
    Chief Executive
Officer, Member of
the Board and
President of the
Executive Committee
of Empresas Polar
    
    Former Member of the Boards of AES
La Electricidad de Caracas,
CANTV-Verizon and BBVA Banco
Provincial
    
    April 2009Alejandro Jesús Quintero 
Iñiguez (02/11/50)
    
    Corporate Vice
President of Sales
and Marketing and
Member of the
Executive Committee
of Grupo Televisa
    
    Shareholder of Grupo TV Promo,
S.A. de C.V.
    
    April 1998Fernando Senderos Mestre
(03/03/50)
    
    Chairman of the
Board and President
of the Executive
Committee of Desc,
Dine and Grupo Kuo
    
    Member of the Boards of
Grupo Carso, Kimberly-Clark de
México, Industrias Peñoles and
Grupo Nacional Provincial, former Member of the Board of Grupo Alfa
    
    April 1992Enrique Francisco José Senior 
Hernández (08/03/43)
    
    Managing Director
of Allen & Company,
LLC
    
    Member of the Boards of Univision,
Coca-Cola FEMSA, Cinemark and FEMSA
    
    April 2001Alternate Directors:In alphabetical order:Herbert A. Allen III (06/08/67)
    
    President of Allen
& Company LLC
    
    Former Executive Vice President and
Managing Director of Allen &
Company Incorporated, Member of the
Board of Convera Corporation
    
    April 2002Félix José Araujo Ramírez
(03/20/51)
    
    Vice President of
Digital Television  and Broadcasting
    
    Former Vice President of Televisa Regional and Chief Executive
Officer of Telesistema Mexicano,
President of the Board of Directors
of Televisora de Navojoa and
Televisora Peninsular,  Member of
the Board of Directors and Chief
Executive Officer of several subsidiaries of Grupo
Televisa
    
    April 2002
  88




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Name and Date of Birth
    
    Principal Occupation
    
    Business Experience
    
    First ElectedJoaquín Balcárcel Santa Cruz
(01/04/69)
    
    Vice President 
Legal and General
Counsel of Grupo
Televisa
    
    Former Vice President and
General Counsel of Television
Division, former Legal
Director of Grupo Televisa
    
    April 2000Rafael Carabias Príncipe
(11/13/44)
    
    Finance Director of Gestora
de Inversiones
Audiovisuales La
Sexta
    
    Former Vice President of
Corporate Management of
Televisa Corporación and
former Vice President of
Supervision of Foreign
Subsidiaries of Grupo Televisa
    
    April 1999José Luis Fernández Fernández
(05/18/59)
    
    Managing Partner of
Chévez, Ruíz,
Zamarripa y Cia.,
S.C.; Member of the
Audit and Corporate
Practices Committee
of Grupo Televisa
    
    Commisioner of Sport City
Universidad, Club de Golf Los
Encinos and Member of the
Board of Directors of Grupo
Pochteca Mexichem, Banco Bx+ and Grupo Financiero Bx+
    
    April 2002Salvi Rafael Folch Viadero
(08/16/67)
    
    Chief Financial
Officer of Grupo
Televisa
    
    Former Vice President of
Financial Planning of Grupo
Televisa, former Chief
Executive Officer and Chief
Financial Officer of Comercio
Más, S.A. de C.V. and former
Vice Chairman of Banking
Supervision of the National
Banking and Securities
Commission
    
    April 2002Leopoldo Gómez González 
Blanco (04/06/59)
    
    News Vice President  of Grupo
Televisa
    
    Former Director of Information
to the President of Grupo
Televisa
    
    April 2003Jorge Agustín Lutteroth 
Echegoyen (01/24/53)
    
    Vice President and
Corporate
Controller of Grupo
Televisa
    
    Former Senior Partner of
Coopers & Lybrand Despacho
Roberto Casas Alatriste, S.C.
and former Controller of
Televisa Corporación
    
    July 1998Alberto Javier Montiel 
Castellanos (11/22/45)
    
    Member of
the Audit and
Corporate Practices
Committees of Grupo
Televisa and
Empresas
Cablevisión
    
    Former Tax Vice President of
Grupo Televisa, former Tax
Director of Wal-Mart de México
and Member of the Board of
Directors of Operadora Dos Mil
and Dosfiscal Editores, Member of the Editorial Commitee of Dosfiscal
Editores, S.A. de C.V. and Director of Montiel Font y Associados, S.C.
    
    April 2002Raúl Morales Medrano
(05/12/70)
    
    Partner of Chévez,
Ruiz, Zamarripa y
Cia., S.C.
    
    Former Senior Manager of
Chévez, Ruiz, Zamarripa y
Cia., S.C. and Member of the
Audit and Corporate Practices
Committee of Empresas
Cablevisión
    
    April 2002
  89




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Our Board of Directors
 General.
 
    
    our principals, employees or managers, as well as the statutory auditors, or comisarios, of our subsidiaries, including
those individuals who have occupied any of the described positions within a period of 12 months preceding the appointment;
    
    individuals who have significant influence over our decision making processes;
    
    controlling stockholders, in our case, the beneficiary of the Azcárraga Trust;
    
    partners or employees of any company which provides advisory services to us or any company that is part of the same
economic group as we are and that receives 10% or more of its income from us;
    
    significant clients, suppliers, debtors or creditors, or members of the Board or executive officers of any such entities; or
    
    spouses, family relatives up to the fourth degree, or cohabitants of any of the aforementioned individuals.
  Election of Directors.
 Quorum; Voting.
 Meetings; Actions Requiring Board Approval.
  
    
    our general strategy;
    
    with input from the Audit and Corporate Practices Committee, on an individual
basis: (i) any transactions with related parties, subject to certain limited
exceptions; (ii) the appointment of our Chief Executive Officer, his
compensation and removal for justified causes; (iii) our financial statements;
(iv) unusual or non-recurrent transactions and any transactions or series of
related transactions during any calendar year that involve (a) the acquisition
or sale of assets with a value equal to or exceeding 5% of our consolidated
assets, or (b) the giving of collateral or guarantees or the assumption of
liabilities, equal to or exceeding 5% of our consolidated assets; (v) agreements
with our external auditors; and (vi) accounting policies within Mexican FRS;
    
    creation of special committees and granting them the power and authority,
provided that the committees will not have the authority, which by law or under
our bylaws is expressly reserved for the stockholders or the Board;
  90




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
    
    matters related to antitakeover provisions provided for in our bylaws; and
    
    the exercise of our general powers in order to comply with our corporate purpose.
 Duty of Care and Duty of Loyalty.
     comisario
 Audit and Corporate Practices Committee.
   91




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Committees of Our Board of Directors.
 Executive Officers
  Name and Date of Birth
    
    Principal Position
    
    Business Experience
    
    First AppointedEmilio Fernando Azcárraga Jean
(02/21/68)
    
    Chairman of the
Board, President
and Chief Executive
Officer and
Chairman of the
Executive Committee
of Grupo Televisa
    
    Member of the Boards
of Banco Nacional
de México and Univision
    
    March 1997In alphabetical order:Alfonso de Angoitia Noriega
(01/17/62)
    
    Executive Vice
President, Member
of the Executive
Office of the
Chairman and Member
of the Executive
Committee of Grupo
Televisa
    
    Member of the Boards
of Grupo Modelo and Univision
    
    January 2004Félix José Araujo Ramírez
(03/20/51)
    
    Vice President of
Digital Television and Broadcasting
    
    Former Vice President of Televisa Regional and Chief Executive
Officer of Telesistema Mexicano,
President of the
Board of Directors
of Televisora de
Navojoa and
Televisora
Peninsular,
Member of the Board
of Directors and
Chief Executive
Officer of several subsidiaries of
Grupo Televisa
    
    January 1993Maximiliano Arteaga Carlebach
(12/06/42)
    
    Vice President of
Technical
Operations
 &
Television
Production  Services of Grupo
Televisa
    
    Former Vice
President of
Operations of
Televisa
Chapultepec, former
Vice President of
Administration of
Televisa San Ángel
and Chapultepec and
former Vice
President of
Administration and
Finance of Univisa,
Inc.
    
    March 2002José Antonio Bastón Patiño
(04/13/68)
    
    President of
Television and
Contents and Member
of the Executive
Committee of Grupo
Televisa
    
    Former Corporate
Vice President of
Television and Vice
President of
Operations
    
    November 2008 April
1999
  92




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Name and Date of Birth
    
    Principal Position
    
    Business Experience
    
    First AppointedJean Paul Broc Haro (08/08/62)
    
    Chief Executive
Officer of
Cablevisión, and
General Manager of
Grupo Mexicano de
Cable,
Integravisión de
Occidente, Milar,
Servicios
Cablevisión,
Telestar del
Pacifico and
Tecnicable
    
    Former Chief
Executive Officer
of Pay Television
Networks of Grupo
Televisa, former
Technical and
Operations Director
of Pay Television
Networks of Grupo
Televisa, Chairman
of the Board and
Chief Executive
Officer of several
Grupo Televisa
subsidiaries.
    
    February 2003Salvi Rafael Folch Viadero
(08/16/67)
    
    Chief Financial
Officer of Grupo
Televisa
    
    Former Vice
President of
Financial Planning
of Grupo Televisa,
former Chief
Executive Officer
and Chief Financial
Officer of Comercio
Más, S.A. de C.V.
and former Vice
Chairman of Banking
Supervision of the
National Banking
and Securities
Commission
    
    January 2004Bernardo Gómez Martínez
(07/24/67)
    
    Executive Vice
President, Member
of the Executive
Office of the
Chairman and Member
of the Executive
Committee of Grupo
Televisa
    
    Former Deputy Director  of
the Chairman of
Grupo Televisa and
former President of
the Mexican Chamber
of Television and
Radio Broadcasters
    
    January 2004Alexandre Moreira Penna
(12/25/54)
    
    Chief Executive
Officer and
Chairman of the
Board of Managers
of Corporación
Novavisión and
Chairman of the
Board and Chief
Executive Officer
of several subsidiaries of Grupo
Televisa
    
    Former Vice
President of
Corporate Finance
of Grupo Televisa,
former Managing
Director of
JPMorgan Chase
Bank, N.A.
    
    February 2004Jorge Eduardo Murguía Orozco
(01/25/50)
    
    Vice President of
Production of Grupo
Televisa
    
    Former
Administrative Vice
President and
former Director of
Human Resources of
Grupo Televisa
    
    March 1992Alejandro Jesús Quintero 
Iñiguez (02/11/50)
    
    Corporate Vice
President of Sales
and Marketing and
Member of the
Executive Committee
of Grupo Televisa
    
    Shareholder of
Grupo TV Promo,
S.A. de C.V.
    
    April 1998
 Compensation of Directors and Officers
     93




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Use of Certain Assets and Services
    Stock Purchase Plan
      94




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Long-Term Retention Plan
       Share Ownership of Directors and Officers
   95




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Employees and Labor Relations
  Year Ended December 31,2008
    
    
    2009
    
    
    2010Total number of employees
    
    
    22,548
    
    
    
    24,362
    
    
    
    24,739Category of activity:Employees
    
    
    22,488
    
    
    
    24,323
    
    
    
    24,698Executives
    
    
    40
    
    
    
    39
    
    
    
    41Geographic location:Mexico
    
    
    20,571
    
    
    
    22,506
    
    
    
    23,032Latin America (other than Mexico)
    
    
    1,529
    
    
    
    1,508
    
    
    
    1,399U.S.
    
    
    428
    
    
    
    348
    
    
    
    308
   96




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Item 7. Major Stockholders and Related Party Transactions
  AggregatePercentage ofShares Beneficially Owned(1)(2)
    
    
    OutstandingA Shares
    
    
    B Shares
    
    
    D Shares
    
    
    L Shares
    
    
    SharesPercentage
    
    
    
    
    
    
    Percentage
    
    
    
    
    
    
    Percentage
    
    
    
    
    
    
    Percentage
    
    
    BeneficiallyIdentity of Owner
    
    Number
    
    
    of Class
    
    
    Number
    
    
    of Class
    
    
    Number
    
    
    of Class
    
    
    Number
    
    
    of Class
    
    
    OwnedAzcárraga Trust(3)
    
    
    52,991,825,693
    
    
    
    44.3
    %
    
    
    67,814,604
    
    
    
    0.1
    %
    
    
    107,886,870
    
    
    
    0.1
    %
    
    
    107,886,870
    
    
    
    0.1
    %
    
    
    15.45
    %William H.Gates III(4)
    
    
    5,759,537,500
    
    
    
    4.8
    %
    
    
    5,068,393,000
    
    
    
    9.1
    %
    
    
    8,063,352,500
    
    
    
    9.5
    %
    
    
    8,063,352,500
    
    
    
    9.5
    %
    
    
    7.8
    %Dodge & Cox, Inc.(5)
    
    
    3,350,174,000
    
    
    
    2.8
    %
    
    
    2,948,153,120
    
    
    
    5.3
    %
    
    
    4,690,243,600
    
    
    
    5.5
    %
    
    
    4,690,243,600
    
    
    
    5.5
    %
    
    
    4.5
    %
 (1)
    
    Unless otherwise indicated, the information presented in this section is based on the number of shares authorized,
issued and outstanding as of May 31, 2011. The number of shares issued and outstanding for legal purposes as of May
31, 2011 was 60,597,348,050 series A Shares, 53,325,666,284 series B Shares, 84,836,287,270 series D Shares and
84,836,287,270 series L Shares, in the form of CPOs, and an additional 58,926,613,375 series A Shares,
2,357,207,692 series B Shares, 238,595 series D Shares and 238,595 series L Shares not in the form of CPOs. For
financial reporting purposes under Mexican FRS only, the number of shares authorized, issued and outstanding as of
May 31, 2011 was 59,344,206,075 series A Shares, 52,222,901,346 series B Shares, 83,081,888,505 series D Shares and
83,081,888,505 series L Shares in the form of CPOs, and an additional 53,301,948,965 series A Shares, 186,537
series B Shares, 238,541 series D Shares and 238,541 series L Shares not in the form of CPOs. The number of shares
authorized, issued and outstanding for financial reporting purposes under Mexican FRS as of May 31, 2011 does not
include: (i) 10,245,746 CPOs and an additional 136,493,950 series A Shares, 20,675,534 series B Shares, 25 series D
Shares and 25 series L Shares not in the form of CPOs acquired by one of our subsidiaries, Televisa, S.A. de
C.V.,substantially all of which are currently held by the trust created to implement our stock purchase plan; and
(ii) 39,879,933 CPOs and an additional 5,488,170,460 series A Shares, 2,336,345,621 series B Shares, 29 series D
Shares and 29 series L Shares not in the form of CPOs acquired by the trust we created to implement our long-term
retention plan. See Note 12 to our consolidated year-end financial statements.(2)
    
    Except through the Azcárraga Trust, none of our directors and executive officers currently beneficially owns more
than 1% of our outstanding A Shares, B Shares, D Shares or L Shares. See Directors, Senior Management and Employees  Share
Ownership of Directors and Officers. This information is based on information provided by directors and executive
officers.(3)
    
    For a description of the Azcárraga Trust, see  The Major Stockholders below.(4)
    
    Based solely on information included in the report on Schedule 13D filed on March 19, 2010 by Cascade
Investment, L.L.C. Includes 3,644,562,500 A Shares, 3,207,215,000 B Shares, 5,102,387,500 D Shares and 5,102,387,500
L Shares beneficially owned by Cascade Investment, L.L.C., over which William H. Gates III has sole voting and dispositive
power, and 2,114,975,000 A Shares, 1,861,178,000 B Shares, 2,960,965,000 D Shares and 2,960,965,000 L Shares beneficially
owned by the Bill and Melinda Gates Foundation Trust, over which William H. Gates III and Melinda French Gates have shared
voting and dispositive power.(5)
    
    Based solely on information included in the report on Form 13F filed on March 31, 2011 by Dodge & Cox. 
 The Major Stockholders
   97




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Related Party Transactions
 Transactions and Arrangements With Innova.
 Capital Contributions and Loans
 Programming.
 Advertising Services.
 Guarantees.
 Tax Sharing Agreement.
  Transactions and Arrangements With Vuela.
  98




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##### Table of Contents



Transactions and Arrangements with TVI.
 Transactions and Arrangements with Letseb.
 Transactions and Arrangements with Iusacell.
 Transactions and Arrangements With Our Directors and Officers.
  Transactions and Arrangements With Affiliates and Related Parties of Our Directors, Officers
and Major Stockholders
 Consulting Services.
 Loans from Banamex.
  99




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Advertising Services.
   Agency Services.
  Legal and Advisory Services.
  100




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Sale of Property.
 
 Item 8. Financial Information
  
 Item 9. The Offer and Listing
 
 Trading History of CPOs and GDSs
   Nominal Pesos per CPO(1)High
    
    
    Low2006
    
    
    60.88
    
    
    
    37.672007
    
    
    68.10
    
    
    
    48.292008
    
    
    57.35
    
    
    
    36.192009
    
    
    56.67
    
    
    
    33.91First Quarter
    
    
    44.31
    
    
    
    33.91Second Quarter
    
    
    48.17
    
    
    
    39.39Third Quarter
    
    
    50.64
    
    
    
    43.59Fourth Quarter
    
    
    56.67
    
    
    
    48.45December
    
    
    54.52
    
    
    
    52.742010
    
    
    65.09
    
    
    
    45.19First Quarter
    
    
    54.46
    
    
    
    47.29Second Quarter
    
    
    53.33
    
    
    
    45.19Third Quarter
    
    
    50.20
    
    
    
    45.91Fourth Quarter
    
    
    65.09
    
    
    
    47.72December
    
    
    65.09
    
    
    
    59.792011
(through June 24, 2011)
    
    
    65.01
    
    
    
    52.45First Quarter
    
    
    65.01
    
    
    
    55.16January
    
    
    65.01
    
    
    
    57.28February
    
    
    59.55
    
    
    
    57.15March
    
    
    58.85
    
    
    
    55.16Second
Quarter (through June 24, 2011)
    
    
    59.98
    
    
    
    52.45April
    
    
    59.98
    
    
    
    52.45May
    
    
    54.98
    
    
    
    53.37June
(through June 24, 2011)
    
    
    57.18
    
    
    
    52.95
 (1)
    
    Source: Mexican Stock Exchange.  101




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U.S. Dollars per GDS(1)High
    
    
    Low2006
    
    
    28.20
    
    
    
    16.382007
    
    
    31.14
    
    
    
    22.042008
    
    
    27.68
    
    
    
    13.212009
    
    
    22.13
    
    
    
    10.92First Quarter
    
    
    16.66
    
    
    
    10.92Second Quarter
    
    
    18.20
    
    
    
    14.16Third Quarter
    
    
    18.99
    
    
    
    16.30Fourth Quarter
    
    
    22.13
    
    
    
    17.74December
    
    
    21.39
    
    
    
    20.532010
    
    
    26.51
    
    
    
    17.41First Quarter
    
    
    21.15
    
    
    
    18.30Second Quarter
    
    
    21.66
    
    
    
    17.41Third Quarter
    
    
    19.81
    
    
    
    17.58Fourth Quarter
    
    
    26.51
    
    
    
    18.91December
    
    
    26.51
    
    
    
    24.052011
(through June 24, 2011)
    
    
    26.50
    
    
    
    22.25First Quarter
    
    
    26.50
    
    
    
    22.78January
    
    
    26.50
    
    
    
    23.46February
    
    
    24.70
    
    
    
    23.49March
    
    
    24.62
    
    
    
    22.78Second
Quarter (through June 24, 2011)
    
    
    25.31
    
    
    
    22.25April
    
    
    25.31
    
    
    
    22.40May
    
    
    23.72
    
    
    
    22.91June
(through June 24, 2011)
    
    
    24.17
    
    
    
    22.25
 (1)
    
    Source: NYSE.  
 Trading on the Mexican Stock Exchange
 Overview
 sociedad anónima bursatil capital variable
  102




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Market Regulation and Registration Standards
 Comisión Nacional de Valores Comisión Nacional Bancaria sociedades anónimas de capital variable
   circulares
  
    
    a minimum number of years of operating history;
    
    a minimum financial condition;
    
    a minimum number of shares or CPOs to be publicly offered to public investors;
    
    a minimum price for the securities to be offered;
    
    a minimum of 15% of the capital stock placed among public investors;
    
    a minimum of 200 holders of shares or of shares represented by CPOs, who are deemed to be
public investors under the General CNBV Rules, upon the completion of the offering;
  103




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
    
    the following distribution of the securities offered pursuant to an offering in Mexico:
(i) at least 50% of the total number of securities offered must be placed among investors
who acquire less than 5% of the total number of securities offered; and (ii) no investor may
acquire more than 40% of the total number of securities offered; and
    
    complied with certain corporate governance requirements.To maintain its registration, an issuer will be required to have, among other things:
    
    a minimum financial condition;
    
    minimum operating conditions, including a minimum number of trades;
    
    a minimum trading price of its securities;
    
    a minimum of 12% of the capital stock held by public investors;
    
    a minimum of 100 holders of shares or of shares represented by CPOs who are deemed to be
public investors under the General CNBV Rules; and
    
    complied with certain corporate governance requirements.
   Sistema de Transferencia de Información sobre Valores,
  
    
    the entering into or termination of joint venture agreements or agreements with key suppliers;
    
    the creation of new lines of businesses or services;
    
    significant deviations in expected or projected operating performance;
    
    the restructuring or payment of significant indebtedness;
    
    material litigation or labor conflicts;
    
    changes in dividend policy;
    
    the commencement of any insolvency, suspension or bankruptcy proceedings;
    
    changes in the directors; and
  104




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
    
    any other event that may have a material adverse effect on the results, financial condition
or operations of the relevant issuer.
   
    
    if the issuer does not adequately disclose a material event; or
    
    upon price or volume volatility or changes in the offer or demand in
respect of the relevant securities, which are not consistent with the
historic performance of the securities and could not be explained
solely by the information made publicly available under the General
CNBV Rules.
      105




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Item 10. Additional Information
 
 Mexican Securities Market Law
     
    
    members of a listed issuers board of directors,
    
    stockholders controlling 10% or more of a listed issuers outstanding share capital,
    
    advisors,
    
    groups controlling 25% or more of a listed issuers outstanding share capital and
    
    other insiders
     106




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Bylaws
  Organization and Register
 sociedad anónima bursátil folio mercantil
  Voting Rights and Stockholders Meetings
 Holders of A Shares
 Holders of B Shares
 Holders of D Shares and L Shares
 
    
    our transformation from one type of company to another;
    
    any merger (even if we are the surviving entity);
    
    extension of our existence beyond our prescribed duration;
    
    our dissolution before our prescribed duration (which is currently 99 years from January
30, 2007);
    
    a change in our corporate purpose;
  107




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
    
    a change in our nationality; and
    
    the cancellation from registration of the D Shares or the securities which represent the
D Shares with the securities or special section of the NRS and with any other Mexican or
foreign stock exchange in which such shares or securities are registered.
  
    
    our transformation from one type of company to another;
    
    any merger in which we are not the surviving entity; and
    
    the cancellation from registration of the L Shares or the securities that represent the L
Shares with the special section of the NRS.
  Other Rights of Stockholders
  Holders of CPOs
  108




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Holders of GDRs
     Limitation on Appointment of Directors.
  109




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Dividend Rights
  Preferential Rights of D Shares
  
    
    first, to the payment of dividends with respect to the A Shares, the B
Shares and the L Shares, in an equal amount per share, up to the
amount of the D Share fixed preferred dividend; and
    
    second, to the payment of dividends with respect to the A Shares, B
Shares, D Shares and L Shares, such that the dividend per share is
equal.
  
    
    accrued but unpaid dividends in respect of their D Shares; plus
    
    the theoretical value of their D Shares as set forth in our bylaws. See  Other Provisions  Dissolution or Liquidation.
 Limitation on Capital Increases
  Preemptive Rights
 Diario Oficial de la Federación
   110




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Limitations on Share Ownership
     Other Provisions
 Forfeiture of Shares
 
    
    to be considered as Mexicans with respect to the L Shares and CPOs that they acquire or hold, as well as
to the property, rights, concessions, participations or interests owned by us or to the rights and
obligations derived from any agreements we have with the Mexican government; and
    
    not to invoke the protection of their own governments with respect to their ownership of L Shares and CPOs.
  111




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Exclusive Jurisdiction
 Duration
 Dissolution or Liquidation
 Redemption
 
    
    any redemption shall be made on a pro-rata basis among all of our stockholders;
    
    to the extent that a redemption is effected through a public tender offer on
the Mexican Stock Exchange, the stockholders resolution approving the
redemption may empower our Board to specify the number of shares to be
redeemed and appoint the related intermediary or purchase agent; and
    
    any redeemed shares must be cancelled.
 Share Repurchases
 Conflicts of Interest
 Appraisal Rights and Other Minority Protections
  112




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
    
    holders of at least 10% of our outstanding capital stock to request
our Chairman of the Board or of the Audit and Corporate Practices
Committee to call a stockholders meeting in which they are entitled
to vote;
    
    subject to the satisfaction of certain requirements under Mexican law,
holders of at least 5% of our outstanding capital stock to bring an
action for civil liabilities against our directors;
    
    holders of at least 10% of our Shares that are entitled to vote and
are represented at a stockholders meeting to request postponement of
resolutions with respect to any matter on which they were not
sufficiently informed; and
    
    subject to the satisfaction of certain requirements under Mexican law,
holders of at least 20% of our outstanding capital stock to contest
and suspend any stockholder resolution.
  Antitakeover Protections
 General
   113




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Board Notices, Meetings, Quorum Requirements and Approvals
  Stockholder Notices, Meetings, Quorum Requirements and Approvals
 Mandatory Tender Offers in the Case of Certain Acquisitions
  114




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Exceptions
 Amendments to the Antitakeover Provisions
 
 Enforceability of Civil Liabilities
  
 Material Contracts
     115




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Comisión Federal de Electricidad
    116




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##### Table of Contents



Legal Proceedings
 La Lupa Catch the Clue
    
 Exchange Controls
  
 Taxation
 U.S. Taxes
 General.
 
    
    that owns, directly, indirectly or through attribution, 2% or more of
the total voting power or value of our outstanding Underlying Shares
(including through ownership of GDSs);
    
    that is a dealer in securities, insurance company, financial
institution, tax-exempt organization, U.S. expatriate, broker-dealer
or trader in securities; or
    
    whose functional currency is not the U.S. Dollar.
  117




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
    
    the tax consequences to the stockholders, partners or beneficiaries of a U.S. Holder; or
    
    special tax rules that may apply to a U.S. Holder that holds GDSs, CPOs or Underlying
Shares as part of a straddle, hedge, conversion transaction, synthetic security
or other integrated investment.
   
    
    the Code, applicable U.S. Treasury regulations and judicial and administrative interpretations, and
    
    the convention between the Government of the United States of America and the Government of the
United Mexican States for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion
with respect to Taxes on Income, including the applicable protocols, collectively referred to
herein as the U.S.-Mexico Tax Treaty, and
    
    is subject to changes to those laws and the U.S.-Mexico Tax Treaty subsequent to the date of this
annual report, which changes could be made on a retroactive basis, and
    
    is also based, in part, on the representations of the Depositary with respect to the GDSs and on
the assumption that each obligation in the Deposit Agreement relating to the GDSs and any related
agreements will be performed in accordance with their terms.
  
    
    a citizen or individual resident of the United States;
    
    a corporation (or entity treated as a corporation for such purposes) created or organized in or under the laws of the
United States, or any State thereof or the District of Columbia;
    
    an estate the income of which is included in gross income for U.S. federal income tax purposes regardless of source; or
    
    a trust, if either (x) it is subject to the primary supervision of a court within the United States and one or more
United States persons has the authority to control all substantial decisions of the trust or (y) it has a valid
election in effect under applicable U.S. Treasury regulations to be treated as a United States person.
    
    
    is not a resident of Mexico for purposes of the U.S.-Mexico Tax Treaty;
    
    is an individual who has a substantial presence in the United States;
  118




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
    
    is entitled to the benefits of the U.S.-Mexico Tax Treaty under the limitation on benefits
provision contained in Article 17 of the U.S.-Mexico Tax Treaty; and
    
    does not have a fixed place of business or a permanent establishment in Mexico with which its
ownership of CPOs, GDSs or Underlying Shares is effectively connected.
  Dividends.
     Capital Gains.
  119




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
    
    the gain is effectively connected with the beneficial owners conduct of a trade or business in the United States; or
    
    the beneficial owner is an individual who holds CPOs, GDSs or Underlying Shares as a capital asset, is present in
the United States for 183 days or more in the taxable year of the sale or exchange and meets other requirements.
 U.S. Backup Withholding.
 
    
    comes within an exempt category; or
    
    provides a taxpayer identification number, certifies as to no loss of
exemption from backup withholding tax and otherwise complies with the
applicable requirements of the backup withholding rules.
   Federal Mexican Taxation
 General.
    
    
    an individual is a Mexican tax resident if the individual has
established his permanent home in Mexico. When an individual, in
addition to his permanent home in Mexico, has a permanent home in
another country, the individual will be a Mexican tax resident if his
center of vital interests is located in Mexico. This will be deemed to
occur if, among other circumstances, either (i) more than 50% of the
total income obtained by the individual in the calendar year is
Mexican source or (ii) when the individuals center of professional
activities is located in Mexico. Mexican nationals who filed a change
of tax residence to a country or jurisdiction that does not have a
comprehensive exchange of information agreement with Mexico in which
her/his income is subject to a preferred tax regime pursuant to the
provisions of the Mexican Income Tax Law, will be considered Mexican
residents for tax purposes during the year of filing of the notice of
such residence change and during the following three years. Unless
otherwise proven, a Mexican national is considered a Mexican tax
resident;
  120




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
    
    a legal entity is considered a Mexican tax resident if it maintains
the main administration of its head office, business, or the effective
location of its management in Mexico.
    
    a foreign person with a permanent establishment in Mexico will be
required to pay taxes in Mexico in accordance with the Mexican Tax
Legislation for income attributable to such permanent establishment;
and
    
    a foreign person without a permanent establishment in Mexico will be
required to pay taxes in Mexico in respect of revenues proceeding from
sources of wealth located in national territory.
 Dividends.
 cuenta de
utilidad fiscal neta
 Sales or Other Dispositions.
   Other Mexican Taxes.
 
 Documents on Display
    121




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Item 11. Quantitative and Qualitative Disclosures About Market Risk
 Market Risk Disclosures
  Risk Management.
     122




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Foreign Currency Exchange Rate Risk and Interest Rate Risk
            123




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Sensitivity and Fair Value Analyses
  Fair Value at December 31,2009
    
    
    2010
    
    
    2010(Millions of Pesos or millions of U.S. Dollars)(1)Assets:Temporary investments(2)
    
    Ps.
    8,902.3
    
    
    Ps.
    10,446.8
    
    
    U.S.$
    845.4Convertible debentures(3)
    
    
    
    
    
    
    13,904.2
    
    
    
    1,125.2Long-term loan receivable GTAC(4)
    
    
    
    
    
    
    442.8
    
    
    
    35.8Held-to-maturity debt securities(5)
    
    
    1,196.1
    
    
    
    933.6
    
    
    
    75.5Other available-for-sale-investments(6)
    
    
    2,826.5
    
    
    
    2,922.6
    
    
    
    236.5Derivative financial instruments(16)
    
    
    1,545.4
    
    
    
    189.4
    
    
    
    15.3Liabilities:U.S. Dollar-denominated debt:Senior Notes due 2011(7)
    
    
    1,015.4
    
    
    
    926.9
    
    
    
    75.0Senior Notes due 2018(8)
    
    
    6,587.7
    
    
    
    6,807.5
    
    
    
    550.9Senior Notes due 2032(9)
    
    
    4,688.4
    
    
    
    4,765.0
    
    
    
    385.6Senior Notes due 2025(10)
    
    
    7,851.1
    
    
    
    8,348.9
    
    
    
    675.6Senior Notes due 2040(11)
    
    
    7,698.6
    
    
    
    7,953.7
    
    
    
    643.6JPMorgan Chase Bank, N.A. loan due 2012(12)
    
    
    3,173.4
    
    
    
    2,575.6
    
    
    
    208.4Senior Notes due 2015
    
    
    2,494.5
    
    
    
    
    
    
    
    
  124




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Fair Value at December 31,2009
    
    
    2010
    
    
    2010(Millions of Pesos or millions of U.S. Dollars)(1)Peso-denominated debt:Senior Notes due 2037(13)
    
    
    4,055.6
    
    
    
    4,207.3
    
    
    
    340.5Notes due 2020(14)
    
    
    
    
    
    
    9,474.3
    
    
    
    766.7Short-term and long-term notes payable to
Mexican banks(15)
    
    
    6,135.4
    
    
    
    5,442.6
    
    
    
    440.4Derivative financial instruments(16)
    
    
    523.6
    
    
    
    177.9
    
    
    
    14.4
 (1)
    
    Peso amounts have been converted to U.S. Dollars solely for the
convenience of the reader at a nominal exchange rate of Ps.12.3576
per U.S. Dollar, the Interbank Rate as of December 31, 2010.
Beginning on January 1, 2008, we discontinued recognizing the effects
of inflation in our financial information in accordance with Mexican
FRS.(2)
    
    At December 31, 2010, our temporary investments consisted of highly
liquid securities, including without limitation debt securities
(primarily Peso and U.S. Dollar-denominated in 2009 and 2010). Given
the short-term nature of these investments, an increase in U.S.
and/or Mexican interest rates would not significantly decrease the
fair value of these investments.(3)
    
    At December 31, 2010, fair value did not exceed the carrying value of
these notes. Assuming an increase in the fair value of these notes of
a hypothetical 10% increase in the quoted market price of these
notes, the fair value would exceed the carrying value by
approximately Ps.1,390.4 million (U.S.$112.5 million) at December 31,
2010.(4)
    
    At December 31, 2010, fair value exceeded the carrying value of these
notes by Ps.58.8 million (U.S.$4.8 million). The increase in the fair
value of these notes of a hypothetical 10% increase in the quoted
market price of these notes would amount to approximately Ps.103.1
million (U.S.$8.3 million) at December 31, 2010.(5)
    
    At December 31, 2010, carrying value exceeded the fair value of these
notes by Ps.1.9 million (U.S.$0.2 million). Assuming an increase in
the fair value of these notes of a hypothetical 10% increase in the
quoted market price of these notes, the fair value would exceed the
carrying value by approximately Ps.91.5 million (U.S.$7.4 million) at
December 31, 2010.(6)
    
    At December 31, 2010, fair value did not exceed the carrying value of
these notes. Assuming an increase in the fair value of these notes of
a hypothetical 10% increase in the quoted market price of these
notes, the fair value would exceed the carrying value by
approximately Ps.292.3 million (U.S.$23.7 million) at December 31,
2010.(7)
    
    At December 31, 2010, fair value exceeded the carrying value of these
notes by Ps.37.8 million (U.S.$3.1 million). The increase in the fair
value of these notes of a hypothetical 10% increase in the quoted
market price of these notes would amount to approximately Ps.130.5
million (U.S.$10.6 million) at December 31, 2010.(8)
    
    At December 31, 2010, fair value exceeded the carrying value of these
notes by Ps.628.7 million (U.S.$50.9 million). The increase in the
fair value of these notes of a hypothetical 10% increase in the
quoted market price of these notes would amount to approximately
Ps.1,309.4 million (U.S.$106.0 million) at December 31, 2010.(9)
    
    At December 31, 2010, fair value exceeded the carrying value of these
notes by Ps.1,057.7 million (U.S.$85.6 million). The increase in the
fair value of these notes of a hypothetical 10% increase in the
quoted market price of these notes would amount to approximately
Ps.1,534.2 million (U.S.$124.1 million) at December 31, 2010.(10)
    
    At December 31, 2010, fair value exceeded the carrying value of these
notes by Ps.934.3 million (U.S.$75.6 million). The increase in the
fair value of these notes of a hypothetical 10% increase in the
quoted market price of these notes would amount to approximately
Ps.1,769.2 million (U.S.$143.2 million) at December 31, 2010.(11)
    
    At December 31, 2010, fair value exceeded the carrying value of these
notes by Ps.539.1 million (U.S.$43.6 million). The increase in the
fair value of these notes of a hypothetical 10% increase in the
quoted market price of these notes, the fair value would amount to
approximately Ps.1,334.5 million (U.S.$108.0 million) at December 31,
2010.(12)
    
    At December 31, 2010, carrying value exceeded the fair value of these
notes by Ps.204.9 million (U.S.$16.6 million). Assuming an increase
in the fair value of these notes of a hypothetical 10% increase in
the quoted market price of these notes, the fair value would exceed
the carrying value by approximately Ps.52.7 million (U.S.$4.3
million) at December 31, 2010.(13)
    
    At December 31, 2010, carrying value exceeded the fair value of these
notes by Ps.292.7 million (U.S.$23.7 million). Assuming an increase
in the fair value of these notes of a hypothetical 10% increase in
the quoted market price of these notes, the fair value would exceed
the carrying value by approximately Ps.128.1 million (U.S.$10.4
million) at December 31, 2010.  125




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(14)
    
    At December 31, 2010, carrying value exceeded the fair value of these
notes by Ps.525.7 million (U.S.$42.5 million). Assuming an increase
in the fair value of these notes of a hypothetical 10% increase in
the quoted market price of these notes, the fair value would exceed
the carrying value by approximately Ps.421.7 million (U.S.$34.1
million) at December 31, 2010.(15)
    
    At December 31, 2010, fair value exceeded the carrying value of these
notes by Ps.362.6 million (U.S.$29.3 million). At December 31, 2010,
a hypothetical 10% increase in Mexican interest rates would increase
the fair value of these notes by approximately Ps.904.9 million
(U.S.$73.1 million) at December 31, 2010.(16)
    
    Given the nature of these derivative instruments, an increase of 10%
in the interest and or exchange rates would not have a significant
impact on the fair value of these financial instruments.  Year Ended December 31,2009
    
    
    2010(In millions of U.S. Dollars)U.S. Dollar-denominated monetary assets, primarily cash and cash
equivalents, temporary 
investments and held-to-maturity debt
securities, includes in 2010, convertible debentures(1)
    
    U.S.$
    2,436.4
    
    
    U.S.$
    2,729.2U.S. Dollar-denominated monetary liabilities, primarily
trade accounts payable, senior debt securities and other
notes payable(2)
    
    
    3,044.5
    
    
    
    2,884.1Net liability position
    
    U.S.$
    (608.1
    )
    
    U.S.$
    (154.9
    )
 (1)
    
    In 2009 and 2010, include U.S. Dollar equivalent amounts of U.S.$110.2
million and U.S.$117.5 million, respectively, related to other foreign
currencies, primarily Euros.(2)
    
    In 2009 and 2010, include U.S. Dollar equivalent amounts of U.S.$54.2
million and U.S.$9.5 million, respectively, related to other foreign
currencies, primarily Euros.  
 Item 12. Description of Securities Other than Equity Securities
   126




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Part II
 
 Item 13. Defaults, Dividend Arrearages and Delinquencies
  
 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
  
 Item 15. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Managements Annual Report on Internal Control Over Financial Reporting
  Internal Control  Integrated Framework
    Changes in Internal Control Over Financial Reporting
  
 Item 16. A. Audit Committee Financial Expert
  
 Item 16.B. Code of Ethics
   127




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Item 16.C. Principal Accountant Fees and Services
   2009
    
    
    2010(in millions of Pesos)Audit Fees
    
    Ps.
    68.4
    
    
    Ps.
    78.6Audit-Related Fees
    
    
    7.9
    
    
    
    2.8Tax Fees
    
    
    5.7
    
    
    
    6.5Other Fees
    
    
    0.2
    
    
    
    0.5Total
    
    Ps.
    82.2
    
    
    Ps.
    88.4
      Audit Committee Pre-approval Policies and Procedures
   
 Item 16.D. Exemptions from the Listing Standards for Audit Committees
   128




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##### Table of Contents



Item 16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  Purchases of Equity Securities by Televisa(3)
 Maximum Number (orTotal Number of
    
    
    Appropriate Mexican PesoCPOs
    
    
    Value) of CPOsTotal Number
    
    
    
    
    
    
    Purchased as part of
    
    
    that May Yet Beof CPOs
    
    
    Average Price
    
    
    Publicly Announced
    
    
    Purchased Under thePurchase Date
    
    Purchased
    
    
    Paid per CPO(1)
    
    
    Plans or Programs
    
    
    Plans or Programs(2)January 1 to January 31
    
    Ps.
    
    
    
    Ps.
    0.0000
    
    
    
    239,164,600
    
    
    Ps.
    17,294,931,850February
1 to February 28
    
    
    250,000
    
    
    
    46.9644
    
    
    
    239,414,600
    
    
    
    17,283,190,750March 1 to March 31
    
    
    900,000
    
    
    
    49.8017
    
    
    
    240,314,600
    
    
    
    17,238,369,227April 1 to April 30
    
    
    200,000
    
    
    
    51.6568
    
    
    
    240,514,600
    
    
    
    18,000,000,000May 1 to May 31
    
    
    5,277,600
    
    
    
    47.8880
    
    
    
    245,792,200
    
    
    
    17,747,266,404June 1 to June 30
    
    
    3,500,000
    
    
    
    47.3002
    
    
    
    249,292,200
    
    
    
    17,581,715,604July 1 to July 31
    
    
    3,000,000
    
    
    
    47.7887
    
    
    
    252,292,200
    
    
    
    17,438,349,417August 1 to August 31
    
    
    4,100,000
    
    
    
    48.9507
    
    
    
    256,392,200
    
    
    
    17,237,651,533September 1 to September 30
    
    
    3,612,000
    
    
    
    48.4847
    
    
    
    260,004,200
    
    
    
    17,062,524,726October 1 to October 31
    
    
    621,800
    
    
    
    54.8365
    
    
    
    260,626,000
    
    
    
    17,028,427,395November 1 to November 30
    
    
    2,648,100
    
    
    
    56.3800
    
    
    
    263,274,100
    
    
    
    16,879,127,565December 1 to December 31
    
    
    1,417,300
    
    
    
    60.8589
    
    
    
    264,691,400
    
    
    
    16,792,872,217Total
    
    Ps.
    25,526,800
    
    
    Ps.
    49.9092
    
    
    
    264,691,400
    
    
    Ps.
    16,792,872,217
 (1)
    
    The values have not been restated in constant Mexican Pesos and therefore represent nominal historical figures.(2)
    
    The total amount of our share repurchase program was updated in accordance with the resolution that our stockholders approved
in a general meeting of the stockholders of Grupo Televisa, S.A.B.
held on April 30, 2010.(3)
    
    Table does not include repurchases or purchases by the special purpose trust formed in connection with our stock purchase plan.  129




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Purchases of Equity Securities by Special Purpose Trust
formed in connection with Long-Term Retention Plan(1)
 CPOs
 Maximum Number (orAppropriate MexicanPeso Value)of CPOsTotal Number of
    
    
    that May Yet BeTotal Number
    
    
    
    
    
    
    CPOs
    
    
    Purchased Under theof CPOs
    
    
    Average Price
    
    
    Purchased as part of
    
    
    Long-Term RetentionPurchase Date
    
    Purchased
    
    
    Paid per CPO(2)
    
    

the
Long-Term Retention Plan
    
    
    Plan(3)January 1 to January 31
    
    
    3,087,300
    
    
    Ps.
    51.4874
    
    
    
    14,764,600February
1 to February 28
    
    
    1,405,600
    
    
    
    49.1177
    
    
    
    16,170,200March 1 to March 31
    
    
    1,620,000
    
    
    
    49.6292
    
    
    
    17,790,200April 1 to April 30
    
    
    50,000
    
    
    
    51.5000
    
    
    
    17,840,200May 1 to May 31
    
    
    793,000
    
    
    
    48.2124
    
    
    
    18,633,200June 1 to June 30
    
    
    
    
    
    
    
    
    
    
    18,633,200July 1 to July 31
    
    
    
    
    
    
    
    
    
    
    18,633,200August 1 to August 31
    
    
    
    
    
    
    
    
    
    
    18,633,200September 1 to September 30
    
    
    130,000
    
    
    
    47.3366
    
    
    
    18,763,200October 1 to October 31
    
    
    
    
    
    
    
    
    
    
    18,763,200November 1 to November 30
    
    
    
    
    
    
    
    
    
    
    18,763,200December 1 to December 31
    
    
    
    
    
    
    
    
    
    
    18,763,200Total
    
    
    7,085,900
    
    
    Ps.
    50.1499
    
    
    
    18,763,200
 (1)
    
    See Directors, Senior Management and Employees  Long-Term Retention Plan for a description of the
implementation, limits and other terms of our Long-Term Retention Plan.(2)
    
    The values have not been restated in constant Mexican Pesos and therefore represent nominal historical figures.(3)
    
    Since the number of additional shares that may be issued pursuant to our Long-Term Retention Plan is affected
by, among other things, the number of shares held by the special equity trust, periodic grants made to certain
executives, the performance of those executives and the number of shares subject to other employee benefit
plans, it would be misleading to imply that there is a defined maximum number of shares that remain to be
purchased pursuant to our Long-Term Retention Plan.  130




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Purchases of Equity Securities by Special Purpose Trust
formed in connection with Stock Purchase Plan(1)
 CPOs
 Maximum Number (orAppropriate MexicanPeso Value)of CPOsTotal Number of
    
    
    that May Yet BeTotal Number
    
    
    
    
    
    
    CPOs
    
    
    Purchased Under theof CPOs
    
    
    Average Price
    
    
    Purchased as part of
    
    
    Stock PurchasePurchase Date
    
    Purchased
    
    
    Paid per CPO(2)
    
    
    the Stock Purchase Plan
    
    
    Plan(3)January 1 to January 31
    
    
    
    
    
    Ps.
    
    
    
    
    68,564,900February
1 to February 28
    
    
    
    
    
    
    
    
    
    
    68,564,900March 1 to March 31
    
    
    
    
    
    
    
    
    
    
    68,564,900April 1 to April 30
    
    
    
    
    
    
    
    
    
    
    68,564,900May 1 to May 31
    
    
    
    
    
    
    
    
    
    
    68,564,900June 1 to June 30
    
    
    
    
    
    
    
    
    
    
    68,564,900July 1 to July 31
    
    
    
    
    
    
    
    
    
    
    68,564,900August 1 to August 31
    
    
    
    
    
    
    
    
    
    
    68,564,900September 1 to September 30
    
    
    
    
    
    
    
    
    
    
    68,564,900October 1 to October 31
    
    
    
    
    
    
    
    
    
    
    68,564,900November 1 to November 30
    
    
    
    
    
    
    
    
    
    
    68,564,900December 1 to December 31
    
    
    
    
    
    
    
    
    
    
    68,564,900Total
    
    
    
    
    
    Ps.
    
    
    
    
    68,564,900
 (1)
    
    See Directors, Senior Management and Employees  Stock Purchase Plan for a description of the
implementation, limits and other terms of our Stock Purchase Plan.(2)
    
    The values have not been restated in constant Mexican Pesos and therefore represent nominal historical figures.(3)
    
    Since the number of additional shares that may be issued pursuant to our Stock Purchase Plan is affected by,
among other things, the number of shares held by the special equity trust, periodic grants made to certain
executives, the performance of those executives and the number of shares subject to other employee benefit
plans, it would be misleading to imply that there is a defined maximum number of shares that remain to be
purchased pursuant to our Stock Purchase Plan. 
 Item 16.F. Change in Registrants Certifying Accountant
  
 Item 16.G. Corporate Governance
  Bolsa Mexicana de
Valores Código de Mejores Prácticas Corporativas
  131




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NYSE rules
    
    Mexican rulesListed companies
must have a majority
of independent
directors.
    
    The Mexican Securities Market Law requires that listed companies have
at least 25% of independent directors. Our stockholders meeting is
required to make a determination as to the independence of the
directors. The definition of independence under the Mexican
Securities Market Law differs in some aspects from the one applicable
to U.S. issuers under the NYSE standard and prohibits, among other
relationships, an independent director from being an employee or
officer of the company or a stockholder that may have influence over
our officers, relevant clients and contractors, as well as certain
relationships between the independent director and family members of
the independent director. In addition, our bylaws broaden the
definition of independent director. Our bylaws provide for an
executive committee of our board of directors. The executive
committee is currently composed of six members, and there are no
applicable Mexican rules that require any of the members to be
independent. The executive committee may generally exercise the
powers of our board of directors, subject to certain exceptions. Our
Chief Executive Officer is a member of our board of directors and the
executive committee.Listed companies
must have a
nominating/corporate
governance committee
composed entirely of
independent
directors.
    
    Listed companies are required to have a corporate practices committee.Listed companies
must have a
compensation
committee composed
entirely of
independent
directors.
    
    The Mexican Code of Best Corporate Practices recommends listed
companies to have a compensation committee. While these rules are not
legally binding, companies failing to comply with the Mexican Code of
Best Business Practices recommendation must disclose publicly why
their practices differ from those recommended by the Mexican Code of
Best Business Practices.Listed companies
must have an audit
committee with a
minimum of three
members and must be
independent.
    
    The Mexican Securities Market Law requires that listed companies must
have an audit committee. The Chairman and the majority of the members
must be independent.Non-management
directors must meet
at regularly
scheduled executive
sessions without
management.
    
    Our non-management directors are not required to meet at executive
sessions. The Mexican Code of Best Corporate Practices does not
expressly recommend executive sessions.Listed companies
must require
shareholder approval
for equity
compensation plans,
subject to limited
exemptions.
    
    Companies listed on the Mexican Stock Exchange are required to obtain
shareholder approval for equity compensation plans, provided that
such plans are subject to certain conditions.Listed companies
must adopt and
disclose a code of
business conduct and
ethics for
directors, officers
and employees, and
promptly disclose
any waivers of the
code for directors
or executive
officers.
    
    Companies listed on the Mexican Stock Exchange are not required to
adopt a code of ethics. However, we have adopted a code of ethics
which is available free of charge through our offices. See  Code
of Ethics for directions on how to obtain a copy of our code of
ethics. Waivers involving any of our executive officers or directors
will be made only by our Board of Directors or a designated committee
of the Board.
  132




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Part III
 
 Item 17. Financial Statements
  
 Item 18. Financial Statements
  
 Item 19. Exhibits
    133




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EXHIBIT INDEX
 ExhibitNumber
    
    
    
    Description of Exhibits1.1
    
    
    
    English translation of Amended and Restated Bylaws
(Estatutos Sociales) of the Registrant, dated as
of April 30, 2009 (previously filed with the
Securities and Exchange Commission as Exhibit 1.1
to the Registrants Annual Report on Form 20-F for
the year ended December 31, 2008, and incorporated herein by reference).2.1
    
    
    
    Indenture relating to Senior Debt Securities,
dated as of August 8, 2000, between the
Registrant, as Issuer, and The Bank of New York,
as Trustee (previously filed with the Securities
and Exchange Commission as Exhibit 4.1 to the
Registrants Registration Statement on Form F-4
(File number 333-12738), as amended, and incorporated herein by reference).2.2
    
    
    
    Third Supplemental Indenture relating to the 8%
Senior Notes due 2011, dated as of September 13,
2001, between the Registrant, as Issuer, and The
Bank of New York and Banque Internationale à
Luxembourg, S.A. (previously filed with the
Securities and Exchange Commission as Exhibit 4.4
to the Registrants Registration Statement on Form
F-4 (File number 333-14200) (the 2001 Form F-4)
and incorporated herein by reference).2.3
    
    
    
    Fourth Supplemental Indenture relating to the 8.5%
Senior Exchange Notes due 2032 between the
Registrant, as Issuer, and The Bank of New York
and Dexia Banque Internationale à Luxembourg
(previously filed with the Securities Exchange
Commission as Exhibit 4.5 to the Registrants
Registration Statement on Form F-4 (the 2002 Form
F-4) and incorporated herein by reference).2.4
    
    
    
    Fifth Supplemental Indenture relating to the 8%
Senior Notes due 2011 between Registrant, as
Issuer, and The Bank of New York and Dexia Banque
Internationale à Luxembourg (previously filed with
the Securities and Exchange Commission as Exhibit
4.5 to the 2001 Form F-4 and incorporated herein
by reference).2.5
    
    
    
    Sixth Supplemental Indenture relating to the 8.5%
Senior Notes due 2032 between Registrant, as
Issuer, and The Bank of New York and Dexia Banque
Internationale à Luxembourg (previously filed with
the Securities and Exchange Commission as Exhibit
4.7 to the 2002 Form F-4 and incorporated herein
by reference).2.6
    
    
    
    Seventh Supplemental Indenture relating to the 6
5/8% Senior Notes due 2025 between Registrant, as
Issuer, and The Bank of New York and Dexia Banque
Internationale à Luxembourg, dated March 18, 2005
(previously filed with the Securities and Exchange
Commission as Exhibit 2.8 to the Registrants
Annual Report on Form 20-F for the year ended
December 31, 2004 (the 2004 Form 20-F) and
incorporated herein by reference).2.7
    
    
    
    Eighth Supplemental Indenture relating to the 6
5/8% Senior Notes due 2025 between Registrant, as
Issuer, and The Bank of New York and Dexia Banque
Internationale à Luxembourg, dated May 26, 2005
(previously filed with the Securities and Exchange
Commission as Exhibit 2.9 to the 2004 Form 20-F
and incorporated herein by reference).2.8
    
    
    
    Ninth Supplemental Indenture relating to the 6
5/8% Senior Notes due 2025 between Registrant, as
Issuer, The Bank of New York and Dexia Banque
Internationale à Luxembourg, dated September 6,
2005 (previously filed with the Securities and
Exchange Commission as Exhibit 2.8 to the
Registrants Annual Report on Form 20-F for the
year ended December 31, 2005 (the 2005 Form
20-F) and incorporated herein by reference).2.9
    
    
    
    Tenth Supplemental Indenture related to the 8.49%
Senior Notes due 2037 between Registrant, as
Issuer, The Bank of New York and The Bank of New
York (Luxembourg) S.A., dated as of May 9, 2007
(previously filed with the Securities and Exchange
Commission as Exhibit 2.9 to the Registrants Annual Report on Form 20-F for the year ended December 31, 2006,
and incorporated herein by reference).
  134




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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibits2.10
    
    
    
    Eleventh Supplemental Indenture relating to the 8.49% Senior
Exchange Notes due 2037 between Registrant, as Issuer, The
Bank of New York and The Bank of New York (Luxembourg) S.A.,
dated as August 24, 2007 (previously filed with the
Securities and Exchange Commission as Exhibit 4.12 to the
Registrants Registration Statement on Form F-4 (File number
333-144460), as amended, and
incorporated herein by reference).2.11
    
    
    
    Twelfth Supplemental Indenture related to the 6.0% Senior
Notes due 2018 between Registrant, as Issuer, The Bank of
New York and The Bank of New York (Luxembourg) S.A., dated
as of May 12, 2008 (previously filed with the Securities and
Exchange Commission as Exhibit 2.11 to the Form 20-F for the
year ended December 31, 2007 (the 2007 Form 20-F) and
incorporated herein by reference).2.12
    
    
    
    Form of Deposit Agreement between the Registrant, The Bank
of New York, as depositary and all holders and beneficial
owners of the Global Depositary Shares, evidenced by Global
Depositary Receipts (previously filed with the Securities
and Exchange Commission as an Exhibit to the Registrants
Registration Statement on Form F-6 (File number 333-146130)
 and incorporated herein by reference).2.13
    
    
    
    Thirteenth Supplemental Indenture relating to the 6.0%
Senior Exchange Notes due 2018 between Registrant, as
Issuer, The Bank of New York Mellon and The Bank of New York
(Luxembourg) S.A., dated as of August 21, 2008 (previously
filed with the Securities and Exchange Commission as Exhibit
4.14 to the Registrants Registration Statement on Form F-4
(File number 333-144460), as amended,
and incorporated herein by reference).2.14
    
    
    
    Fourteenth Supplemental Indenture relating to the 6.625%
Senior Notes due 2040 between Registrant, as Issuer, The
Bank of New York Mellon and The Bank of New York
(Luxembourg) S.A., dated as of November 30, 2009 (previously
filed with the Securities and Exchange Commission as Exhibit
4.15 to the Registrants Registration Statement on Form F-4
(File number 333-164595), as amended,
and incorporated herein by reference).2.15
    
    
    
    Fifteenth Supplemental Indenture relating to the 6.625%
Senior Exchange Notes due 2040 between Registrant, as
Issuer, The Bank of New York Mellon and The Bank of New York
(Luxembourg) S.A., dated as of March 22, 2010 (previously
filed with the Securities and Exchange Commission as Exhibit
2.15 to the Registrants Annual Report on Form 20-F for the
year ended December 31, 2009 and incorporated herein by
reference).4.1
    
    
    
    Form of Indemnity Agreement between the Registrant and its
directors and executive officers (previously filed with the
Securities and Exchange Commission as Exhibit 10.1 to the
Registrants Registration Statement on Form F-4 (File number
33-69636), as amended,  and
incorporated herein by reference).4.2
    
    
    
    Amended and Restated Collateral Trust Agreement, dated as of
June 13, 1997, as amended, among PanAmSat Corporation,
Hughes Communications, Inc., Satellite Company, LLC, the
Registrant and IBJ Schroder Bank and Trust Company
(previously filed with the Securities and Exchange
Commission as an Exhibit to the Registrants Annual Report
on Form 20-F for the year ended December 31, 2001  and incorporated herein by reference).4.3
    
    
    
    Amended and Restated Program License Agreement, dated as of
December 19, 2001, by and between Productora de
Teleprogramas, S.A. de C.V. and Univision Communications
Inc. (Univision) (previously filed with the Securities and
Exchange Commission as Exhibit 10.7 to the 2001 Form F-4 and
incorporated herein by reference).4.4
    
    
    
    Participation Agreement, dated as of October 2, 1996, by and
among Univision, Perenchio, the Registrant, Venevision and
certain of their respective affiliates (previously filed
with the Securities and Exchange Commission as Exhibit 10.8
to Univisions Registration Statement on Form S-1 (File
number 333-6309)  and incorporated
herein by reference).
  135




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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibits4.5
    
    
    
    Amended and Restated International Program Rights
Agreement, dated as of December 19, 2001, by and
among Univision, Venevision and the Registrant
(previously filed with the Securities and Exchange
Commission as Exhibit 10.9 to the 2001 Form F-4 and
incorporated herein by reference).4.6
    
    
    
    Co-Production Agreement, dated as of March 27,
1998, between the Registrant and Univision Network
Limited Partnership (previously filed with the
Securities and Exchange Commission as an Exhibit to
Univisions Annual Report on Form 10-K for the year
ended December 31, 1997 and incorporated herein by
reference).4.7
    
    
    
    Program License Agreement, dated as of May 31,
2005, between Registrant and Univision (previously
filed with the Securities and Exchange Commission
as Exhibit 4.7 to the 2005 Form 20-F and
incorporated herein by reference).4.8
    
    
    
    Amended and Restated Bylaws (Estatutos Sociales) of
Innova, S. de R.L. de C.V. (Innova) dated as of
December 22, 1998 (previously filed with the
Securities and Exchange Commission as an Exhibit to
Innovas Annual Report on Form 20-F for the year
ended December 31, 2004 and incorporated herein by
reference).4.9
    
    
    
    English translation of investment agreement, dated
as of March 26, 2006, between Registrant and M/A
and Gestora de Inversiones Audiovisuales La Sexta,
S.A. (previously filed with the Securities and
Exchange Commission as Exhibit 4.7 to the 2005 Form
20-F and incorporated herein by reference).4.10
    
    
    
    English summary of Ps.1,162.5 million credit
agreement, dated as of May 17, 2004, between the
Registrant and Banamex (the May 2004 Credit
Agreement) and the May 2004 Credit Agreement (in
Spanish) (previously filed with the Securities and
Exchange Commission as Exhibit 4.9 to the 2004 Form
20-F and incorporated herein by reference).4.11
    
    
    
    English summary of amendment to the May Credit
Agreement and the amendment to the May 2004 Credit
Agreement (in Spanish) (previously filed with the
Securities and Exchange Commission as Exhibit 4.10
to the 2004 Form 20-F and incorporated herein by
reference).4.12
    
    
    
    English summary of Ps.2,000.0 million credit
agreement, dated as of October 22, 2004, between
the Registrant and Banamex (the October 2004
Credit Agreement) and the October 2004 Credit
Agreement (in Spanish) (previously filed with the
Securities and Exchange Commission as Exhibit 4.11
to the 2004 Form 20-F and incorporated herein by
reference).4.13
    
    
    
    English translation of Ps.2,100.0 million credit
agreement, dated as of March 10, 2006, by and among
Innova, the Registrant and Banamex (previously
filed with the Securities and Exchange Commission
as Exhibit 4.7 to the 2005 Form 20-F and
incorporated herein by reference).4.14
    
    
    
    English summary of Ps.1,400.0 million credit
agreement, dated as of April 7, 2006, by and among
Innova, the Registrant and Banco Santander Serfin,
S.A. (the April 2006 Credit Agreement) and the
April 2006 Credit Agreement (in Spanish)
(previously filed with the Securities and Exchange
Commission as Exhibit 4.7 to the 2005 Form 20-F and
incorporated herein by reference).4.15
    
    
    
    Administration Trust Agreement relating to Trust
No. 80375, dated as of March 23, 2004, by and among
Nacional Financiera, S.N.C., as trustee of Trust
No. 80370, Banco Inbursa, S.A., as trustee of Trust
No. F/0553, Banco Nacional de México, S.A., as
trustee of Trust No. 14520-1, Nacional Financiera,
S.N.C., as trustee of Trust No. 80375, Emilio
Azcárraga Jean, Promotora Inbursa, S.A. de C.V.,
the Registrant and Grupo Televicentro, S.A. de C.V.
(as previously filed with the Securities and
Exchange Commission as an Exhibit to Schedules 13D
or 13D/A in respect of various parties to the
Trust Agreement (File number 005-60431) and
incorporated herein by reference).4.16
    
    
    
    Full-Time Transponder Service Agreement, dated as
of November
 _____, 2007, by and among Intelsat
Corporation, Intelsat LLC, Corporación de Radio y
Televisión del Norte de México, S. de R. L. de C.V.
and SKY Brasil Serviços Ltda (previously filed with
the Securities and Exchange Commission as Exhibit
4.16 to the 2007 Form 20-F and incorporated herein
by reference).
  136




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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibits4.17
    
    
    
    Third Amended and Restated Program License Agreement, dated as of January 22, 2009, by and between Televisa,
S.A. de C.V., as successor in interest to Televisa Internacional, S.A. de C.V. and Univision Communications
Inc. (previously filed with the Securities and Exchange Commission on February 2, 2009 (File number
001-12610) and incorporated herein by reference).4.18*
    
    
    
    Investment and Securities Subscription Agreement, dated as of February 15, 2010, by and among NII Holdings,
Inc., Comunicaciones Nextel de Mexico, S.A. de C.V., Nextel International (Uruguay), LLC and the Registrant
(previously filed with the Securities and Exchange Commission as Exhibit 4.19 to the Registrants Annual
Report on Form 20-F for the year ended December 31, 2009 and incorporated herein by reference).4.19*
    
    
    
    Investment Agreement, dated as of December 20, 2010 (the Investment Agreement), by and among the
Registrant, Televisa, S.A. de C.V., Univision Communications Inc., Broadcasting Media Partners, Inc., and
UCIs direct and indirect licensee subsidiaries named therein.4.20
    
    
    
    Amendment, dated as of February 28, 2011, to the Investment Agreement, dated as of December 20, 2010, by and
among Broadcasting Media Partners, Inc., BMPI Services II, LLC, Univision Communications Inc., the Registrant
and Pay-TV Venture, Inc.4.21
    
    
    
    $1,125 million aggregate principal amount of 1.5% Convertible Debentures due 2025 issued by Broadcasting
Media Partners, Inc. pursuant to the Investment Agreement, dated as of December 20, 2010.4.22
    
    
    
    Amended and Restated Certificate of Incorporation of Broadcasting Media Partners, Inc.4.23
    
    
    
    Amended and Restated Bylaws of Broadcasting Media Partners, Inc. dated as of December 20, 2010.4.24*
    
    
    
    Amended and Restated Stockholders Agreement, dated as of December 20, 2010, by and among Broadcasting Media
Partners, Inc., Broadcast Media Partners Holdings, Inc., Univision Communications Inc., and certain
stockholders of Broadcasting Media Partners, Inc.4.25
    
    
    
    Amendment, dated as of February 28, 2011, to the Amended and Restated Stockholders Agreement, dated as of
December 20, 2010, by and among Broadcasting Media Partners, Inc., Broadcast Media Partners Holdings, Inc.,
Univision Communications Inc., and certain stockholders of Broadcasting Media Partners, Inc.4.26*
    
    
    
    Amended and Restated Principal Investor Agreement, dated as of December 20, 2010, by and among Broadcasting
Media Partners, Inc., Broadcast Media Partners Holdings, Inc., Univision Communications Inc., the Registrant
and certain investors.4.27*
    
    
    
    Amended and Restated 2011 Program License Agreement, dated as of February 28, 2011, by and among Televisa,
S.A. de C.V. and Univision Communications Inc.4.28
    
    
    
    Amendment to International Program Rights Agreement, dated as of December 20, 2010, by and among Univision
Communications Inc. and the Registrant.4.29*
    
    
    
    Amended and Restated 2011 Mexico License Agreement, dated as of February 28, 2011, by and among Univision
Communications Inc. and Videoserpel, Ltd.4.30
    
    
    
    Letter Agreement, dated as of February 28, 2011, by and among Televisa, S.A. de C.V., the Registrant and
Univision Communications Inc.4.31*
    
    
    
    Purchase and Assignment and Assumption Agreement, dated as of December 20, 2010, by and among Pay-TV Venture,
Inc., TuTv LLC and Univision Communications Inc., solely for purposes of Section 1.4, Televisa, S.A. de C.V.,
as successor to Visat, S.A. de C.V. and Televisa Internacional, S.A. de C.V., and, solely for purposes of
Section 1.5, the Registrant.
  137




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ExhibitNumber
    
    
    
    Description of Exhibits4.32
    
    
    
    English summary of Shareholders and Share Purchase Agreement, dated as of December 16, 2010
(and amended on April 7, 2011), by and among Grupo Salinas Telecom, S.A. de C.V., Mexico Media
Investments, S.L., Sociedad Unipersonal, GSF Telecom Holdings, S.A.P.I. de C.V., Orilizo
Holding B.V. and Grupo Iusacell, S.A. de C.V. and Assignment Agreement with respect to the
Shareholders and Share Purchase Agreement, dated as of April 7, 2011, by and among Mexico
Media Investments S.L., Sociedad Unipersonal, as assignor and Corporativo Vasco de Quiroga,
S.A. de C.V., as assignee, with the consent of Grupo Salinas Telecom, S.A. de C.V., GSF
Telecom Holdings, S.A.P.I. de C.V., Orilizo Holding B.V. and and Grupo Iusacell, S.A. de C.V.4.33
    
    
    
    English summary of Irrevocable Guaranty Trust Agreement, dated as of December 16, 2010 (and
amended on December 16, 2010 and April 7, 2011), by and among Grupo Salinas Telecom, S.A. de C.V., México Media
Investments, S.L., GSF Telecom Holdings, S.A.P.I. de C.V. and Banco Invex, S.A., Institución
de Banca Múltiple, Invex Grupo Financiero and Assignment Agreement with respect to the
Irrevocable Guaranty Trust Agreement, dated as of April 7, 2011, by and among Mexico Media
Investments S.L., Sociedad Unipersonal, as assignor and Corporativo Vasco de Quiroga, S.A. de
C.V., as assignee, with the consent of Grupo Salinas Telecom, S.A. de C.V., GSF Telecom
Holdings, S.A.P.I. de C.V. and Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo
Financiero.4.34
    
    
    
    English Summary of Amendment and Restatement of the Indenture, dated April 7, 2011, relating
to the issuance of the Series 1 and Series 2 Debentures by GSF Telecom Holdings, Sociedad
Anónima Promotora de Inversión de Capital Variable with the consent of Deutsche Bank México,
Sociedad Anónima, Institución de Banca Múltiple, División Fiduciaria and Assignment Agreement
with respect to the Series 1 and Series 2 Debentures, dated April 7, 2011, by and among Mexico
Media Investments S.L., Sociedad Unipersonal, as assignor and Corporativo Vasco de Quiroga,
S.A. de C.V., as assignee, with the consent of GSF Telecom Holdings, S.A.P.I. de C.V. and
Deutsche Bank México, S.A., Institución de Banca Múltiple, División Fiduciaria.4.35
    
    
    
    English summary of Ps.400 million credit agreement, dated as of March 23, 2011, between the
Registrant and Banco Nacional de Mexico, S.A. integrante del Grupo Financiero Banamex.4.36
    
    
    
    English summary of Ps.800 million credit agreement, dated as of March 23, 2011, between the
Registrant and Banco Nacional de Mexico, S.A. integrante del Grupo Financiero Banamex.4.37
    
    
    
    English summary of Ps.400 million credit agreement, dated as of March 23, 2011, between the
Registrant and Banco Nacional de Mexico, S.A. integrante del Grupo Financiero Banamex.4.38
    
    
    
    English summary of Ps.2,500 million credit agreement, dated as of March 30, 2011, between the
Registrant and BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA
Bancomer.4.39
    
    
    
    English summary of Ps.2,500 million credit agreement, dated as of March 28, 2011, between the
Registrant and HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC.4.40
    
    
    
    English summary of Ps.2,000 million credit agreement, dated as of March 30, 2011, between the
Registrant and Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero
Santander.8.1
    
    
    
    List of Subsidiaries of Registrant.12.1
    
    
    
    CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated June 28, 2011.12.2
    
    
    
    CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated June 28, 2011.13.1
    
    
    
    CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated June 28, 2011.13.2
    
    
    
    CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated June 28, 2011.23.1
    
    
    
    Consent of PricewaterhouseCoopers S.C.
 *
    
    Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential
treatment.    138




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##### Table of Contents



SIGNATURE
  GRUPO TELEVISA, S.A.B.By:
    
    /s/ Salvi Rafael Folch ViaderoName:
    
    Salvi Rafael Folch ViaderoTitle:
    
    Chief Financial OfficerBy:
    
    /s/ Jorge Lutteroth EchegoyenName:
    
    Jorge Lutteroth EchegoyenTitle:
    
    Vice President  Corporate Controller
   139




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##### Table of Contents



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF
 GRUPO TELEVISA, S.A.B.
 PageReport of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of December 31, 2009 and 2010
    
    
    F-3Consolidated Statements of Income for the Years Ended December 31, 2008, 2009 and 2010
    
    
    F-5Consolidated Statements of Changes in Stockholders Equity for the Years Ended December 31,
2008, 
2009 and 2010
    
    
    F-6Consolidated Statements of Cash Flows for the Years Ended December 31, 2008, 2009 and 2010
    
    
    F-7Notes to Consolidated Financial Statements for the Years Ended December 31, 2008, 2009 and 2010
    
    
    F-9
  F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      
  F-2




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##### Table of Contents



Grupo Televisa, S.A.B.
 
 Consolidated Balance Sheets
 As of December 31, 2009 and 2010
 (In thousands of Mexican Pesos) (Notes 1 and 2)
 Notes
    
    2009
    
    
    2010ASSETSCurrent:Cash and cash equivalents
    
    
    
    Ps.
    29,941,488
    
    
    Ps.
    20,942,531Temporary investments
    
    
    
    
    8,902,346
    
    
    
    10,446,84038,843,834
    
    
    
    31,389,371Trade notes and accounts receivable, net
    
    3
    
    
    18,399,183
    
    
    
    17,701,125Other accounts and notes receivable, net
    
    
    
    
    3,530,546
    
    
    
    4,180,233Due from affiliated companies
    
    
    
    
    135,723
    
    
    
    196,310Transmission rights and programming
    
    4
    
    
    4,372,988
    
    
    
    4,004,415Inventories, net
    
    
    
    
    1,665,102
    
    
    
    1,254,536Other current assets
    
    
    
    
    1,435,081
    
    
    
    1,117,740Total current assets
    
    
    
    
    68,382,457
    
    
    
    59,843,730Derivative financial instruments
    
    9
    
    
    1,538,678
    
    
    
    189,400Transmission rights and programming
    
    4
    
    
    5,915,459
    
    
    
    5,627,602Investments
    
    5
    
    
    6,720,636
    
    
    
    21,837,453Property, plant and equipment, net
    
    6
    
    
    33,071,464
    
    
    
    38,651,847Intangible assets and deferred charges, net
    
    7
    
    
    10,859,251
    
    
    
    10,241,007Other assets
    
    
    
    
    80,431
    
    
    
    79,588Total assets
    
    
    
    Ps.
    126,568,376
    
    
    Ps.
    136,470,627
   F-3




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##### Table of Contents



Grupo Televisa, S.A.B.
 Consolidated Balance Sheets
As of December 31, 2009 and 2010
(In thousands of Mexican Pesos) (Notes 1 and 2)
 Notes
    
    2009
    
    
    2010LIABILITIESCurrent:Short-term debt and current portion of long-term debt
    
    8
    
    Ps.
    1,433,015
    
    
    Ps.
    1,469,142Current portion of capital lease obligations
    
    8
    
    
    235,271
    
    
    
    280,137Trade accounts payable
    
    
    
    
    6,432,906
    
    
    
    7,472,253Customer deposits and advances
    
    
    
    
    19,858,290
    
    
    
    18,587,871Taxes payable
    
    
    
    
    940,975
    
    
    
    1,443,887Accrued interest
    
    
    
    
    464,621
    
    
    
    750,743Employee benefits
    
    
    
    
    200,215
    
    
    
    199,638Due to affiliated companies
    
    
    
    
    34,202
    
    
    
    48,753Derivative financial instruments
    
    9
    
    
    
    
    
    
    74,329Other accrued liabilities
    
    
    
    
    2,577,835
    
    
    
    2,982,309Total current liabilities
    
    
    
    
    32,177,330
    
    
    
    33,309,062Long-term debt, net of current portion
    
    8
    
    
    41,983,195
    
    
    
    46,495,660Capital lease obligations, net of current portion
    
    8
    
    
    1,166,462
    
    
    
    349,674Derivative financial instruments
    
    9
    
    
    523,628
    
    
    
    103,528Customer deposits and advances
    
    
    
    
    1,054,832
    
    
    
    495,508Other long-term liabilities
    
    
    
    
    3,078,411
    
    
    
    2,747,494Deferred income taxes
    
    19
    
    
    1,765,381
    
    
    
    681,797Retirement and termination benefits
    
    10
    
    
    346,990
    
    
    
    430,143Total liabilities
    
    
    
    
    82,096,229
    
    
    
    84,612,866Commitments and contingencies
    
    11STOCKHOLDERS EQUITYCapital stock issued, no par value
    
    12
    
    
    10,019,859
    
    
    
    10,019,859Additional paid-in capital
    
    
    
    
    4,547,944
    
    
    
    4,547,94414,567,803
    
    
    
    14,567,803Retained earnings:
    
    13Legal reserve
    
    
    
    
    2,135,423
    
    
    
    2,135,423Unappropriated earnings
    
    
    
    
    17,244,674
    
    
    
    23,583,384Net income for the year
    
    
    
    
    6,007,143
    
    
    
    7,683,38925,387,240
    
    
    
    33,402,196Accumulated other comprehensive income, net
    
    14
    
    
    3,401,825
    
    
    
    3,251,109Shares repurchased
    
    12
    
    
    (5,187,073
    )
    
    
    (6,156,625
    )23,601,992
    
    
    
    30,496,680Total controlling interest
    
    
    
    
    38,169,795
    
    
    
    45,064,483Non-controlling interest
    
    15
    
    
    6,302,352
    
    
    
    6,793,278Total stockholders equity
    
    
    
    
    44,472,147
    
    
    
    51,857,761Total liabilities and stockholders equity
    
    
    
    Ps.
    126,568,376
    
    
    Ps.
    136,470,627
   F-4




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##### Table of Contents



Grupo Televisa, S.A.B.
 
 Consolidated Statements of Income
 For the Years Ended December 31, 2008, 2009 and 2010
 (In thousands of Mexican Pesos, except per CPO amounts) (Notes 1 and 2)
 Notes
    
    2008
    
    
    2009
    
    
    2010Net sales
    
    22
    
    Ps.
    47,972,278
    
    
    Ps.
    52,352,501
    
    
    Ps.
    57,856,828Cost of sales (excluding depreciation
and amortization)
    
    
    
    
    21,556,025
    
    
    
    23,768,369
    
    
    
    26,294,779Selling expenses (excluding depreciation
and amortization)
    
    
    
    
    3,919,163
    
    
    
    4,672,168
    
    
    
    4,797,700Administrative expenses (excluding
depreciation and amortization)
    
    
    
    
    3,058,168
    
    
    
    3,825,507
    
    
    
    4,602,415Depreciation and amortization
    
    6 and 7
    
    
    4,311,115
    
    
    
    4,929,589
    
    
    
    6,579,325Operating income
    
    22
    
    
    15,127,807
    
    
    
    15,156,868
    
    
    
    15,582,609Other expense, net
    
    17
    
    
    952,139
    
    
    
    1,764,846
    
    
    
    567,121Integral cost of financing, net
    
    18
    
    
    830,882
    
    
    
    2,973,254
    
    
    
    3,028,645Equity in losses of affiliates, net
    
    5
    
    
    1,049,934
    
    
    
    715,327
    
    
    
    211,930Income before income taxes
    
    
    
    
    12,294,852
    
    
    
    9,703,441
    
    
    
    11,774,913Income taxes
    
    19
    
    
    3,564,195
    
    
    
    3,120,744
    
    
    
    3,258,986Consolidated net income
    
    
    
    
    8,730,657
    
    
    
    6,582,697
    
    
    
    8,515,927Non-controlling interest net income
    
    15
    
    
    927,005
    
    
    
    575,554
    
    
    
    832,538Controlling interest net income
    
    13 and 14
    
    Ps.
    7,803,652
    
    
    Ps.
    6,007,143
    
    
    Ps.
    7,683,389Controlling interest net income per CPO
    
    20
    
    Ps.
    2.77
    
    
    Ps.
    2.14
    
    
    Ps.
    2.75
   F-5




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##### Table of Contents



Grupo Televisa, S.A.B.
 
 Consolidated Statements of Changes in Stockholders Equity
 For the Years Ended December 31, 2008, 2009 and 2010
 (In thousands of Mexican Pesos) (Notes 1 and 2)
 AccumulatedCapital
    
    
    
    
    
    
    
    
    
    
    OtherStock
    
    
    Additional
    
    
    Retained
    
    
    Comprehensive
    
    
    Shares
    
    
    Total
    
    
    Non-controlling
    
    
    TotalIssued
    
    
    Paid-In
    
    
    Earnings
    
    
    (Loss) Income
    
    
    Repurchased
    
    
    Controlling
    
    
    Interest
    
    
    Stockholders(Note 12)
    
    
    Capital
    
    
    (Note 13)
    
    
    (Note 14)
    
    
    (Note 12)
    
    
    Interest
    
    
    (Note 15)
    
    
    EquityBalance at January 1, 2008
    
    Ps.
    10,267,570
    
    
    Ps.
    4,547,944
    
    
    Ps.
    33,172,133
    
    
    Ps.
    (3,009,468
    )
    
    Ps.
    (7,939,066
    )
    
    Ps.
    37,039,113
    
    
    Ps.
    3,611,187
    
    
    Ps.
    40,650,300Reclassification of cumulative
balances
to retained earnings (see Note 14)
    
    
    
    
    
    
    
    
    
    
    (5,896,939
    )
    
    
    5,896,939
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dividends
    
    
    
    
    
    
    
    
    
    
    (2,229,973
    )
    
    
    
    
    
    
    
    
    
    
    (2,229,973
    )
    
    
    
    
    
    
    (2,229,973
    )Share cancellation
    
    
    (206,620
    )
    
    
    
    
    
    
    (3,275,032
    )
    
    
    
    
    
    
    3,481,652
    
    
    
    
    
    
    
    
    
    
    
    Repurchase of capital stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,251,148
    )
    
    
    (1,251,148
    )
    
    
    
    
    
    
    (1,251,148
    )Sale of repurchase shares
    
    
    
    
    
    
    
    
    
    
    (261,553
    )
    
    
    
    
    
    
    400,133
    
    
    
    138,580
    
    
    
    
    
    
    
    138,580Increase in non-controlling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,621,647
    
    
    
    1,621,647Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    222,046
    
    
    
    
    
    
    
    
    
    
    
    222,046
    
    
    
    
    
    
    
    222,046Comprehensive income
    
    
    
    
    
    
    
    
    
    
    7,803,652
    
    
    
    296,572
    
    
    
    
    
    
    
    8,100,224
    
    
    
    
    
    
    
    8,100,224Balance at December 31, 2008
    
    
    10,060,950
    
    
    
    4,547,944
    
    
    
    29,534,334
    
    
    
    3,184,043
    
    
    
    (5,308,429
    )
    
    
    42,018,842
    
    
    
    5,232,834
    
    
    
    47,251,676Dividends
    
    
    
    
    
    
    
    
    
    
    (9,163,857
    )
    
    
    
    
    
    
    
    
    
    
    (9,163,857
    )
    
    
    
    
    
    
    (9,163,857
    )Share cancellation
    
    
    (41,091
    )
    
    
    
    
    
    
    (541,466
    )
    
    
    
    
    
    
    582,557
    
    
    
    
    
    
    
    
    
    
    
    Repurchase of capital stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (759,003
    )
    
    
    (759,003
    )
    
    
    
    
    
    
    (759,003
    )Sale of repurchase shares
    
    
    
    
    
    
    
    
    
    
    (215,984
    )
    
    
    
    
    
    
    297,802
    
    
    
    81,818
    
    
    
    
    
    
    
    81,818Increase in non-controlling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,069,518
    
    
    
    1,069,518Net loss on acquisition of non-controlling interest in Cablemás and Cablestar
    
    
    
    
    
    
    
    
    
    
    (56,210
    )
    
    
    
    
    
    
    
    
    
    
    (56,210
    )
    
    
    
    
    
    
    (56,210
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    371,783
    
    
    
    
    
    
    
    
    
    
    
    371,783
    
    
    
    
    
    
    
    371,783Adjustment to retained earnings for changes in tax consolidation (see Note 19)
    
    
    
    
    
    
    
    
    
    
    (548,503
    )
    
    
    
    
    
    
    
    
    
    
    (548,503
    )
    
    
    
    
    
    
    (548,503
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    6,007,143
    
    
    
    217,782
    
    
    
    
    
    
    
    6,224,925
    
    
    
    
    
    
    
    6,224,925Balance at December 31, 2009
    
    
    10,019,859
    
    
    
    4,547,944
    
    
    
    25,387,240
    
    
    
    3,401,825
    
    
    
    (5,187,073
    )
    
    
    38,169,795
    
    
    
    6,302,352
    
    
    
    44,472,147Repurchase of capital stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,357,072
    )
    
    
    (1,357,072
    )
    
    
    
    
    
    
    (1,357,072
    )Sale of repurchase shares
    
    
    
    
    
    
    
    
    
    
    (304,470
    )
    
    
    
    
    
    
    387,520
    
    
    
    83,050
    
    
    
    
    
    
    
    83,050Increase in non-controlling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    490,926
    
    
    
    490,926Gain on acquisition of non-controlling interest in a subsidiary of Sky
    
    
    
    
    
    
    
    
    
    
    79,326
    
    
    
    
    
    
    
    
    
    
    
    79,326
    
    
    
    
    
    
    
    79,326Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    556,711
    
    
    
    
    
    
    
    
    
    
    
    556,711
    
    
    
    
    
    
    
    556,711Comprehensive income
    
    
    
    
    
    
    
    
    
    
    7,683,389
    
    
    
    (150,716
    )
    
    
    
    
    
    
    7,532,673
    
    
    
    
    
    
    
    7,532,673Balance at December 31, 2010
    
    Ps.
    10,019,859
    
    
    Ps.
    4,547,944
    
    
    Ps.
    33,402,196
    
    
    Ps.
    3,251,109
    
    
    Ps.
    (6,156,625
    )
    
    Ps.
    45,064,483
    
    
    Ps.
    6,793,278
    
    
    Ps.
    51,857,761
   F-6




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##### Table of Contents



Grupo Televisa, S.A.B.
 
 Consolidated Statements of Cash Flows
 For the Years Ended December 31, 2008, 2009 and 2010
 (In thousands of Mexican Pesos) (Notes 1 and 2)
 2008
    
    
    2009
    
    
    2010Operating activities:Income before income taxes
    
    Ps.
    12,294,852
    
    
    Ps.
    9,703,441
    
    
    Ps.
    11,774,913Adjustments to reconcile income before income taxes
to net cash provided by operating activities:Equity in losses of affiliates
    
    
    1,049,934
    
    
    
    715,327
    
    
    
    211,930Depreciation and amortization
    
    
    4,311,115
    
    
    
    4,929,589
    
    
    
    6,579,325Impairment of long-lived assets and other amortization
    
    
    669,222
    
    
    
    1,224,450
    
    
    
    354,725Provision for doubtful accounts and write-off
of receivables
    
    
    337,478
    
    
    
    897,162
    
    
    
    675,929Retirement and termination benefits
    
    
    5,467
    
    
    
    58,196
    
    
    
    98,397Gain on disposition of investments
    
    
    
    
    
    
    (90,565
    )
    
    
    (1,113,294
    )Interest income
    
    
    
    
    
    
    (19,531
    )
    
    
    Write-down of investments
    
    
    405,111
    
    
    
    
    
    
    
    Premium paid by early retirement of Guaranteed
Senior Notes
    
    
    
    
    
    
    
    
    
    
    100,982Stock-based compensation
    
    
    222,046
    
    
    
    371,783
    
    
    
    556,711Derivative financial instruments
    
    
    (895,734
    )
    
    
    644,956
    
    
    
    804,971Interest expense
    
    
    2,529,221
    
    
    
    2,832,675
    
    
    
    3,289,198Unrealized foreign exchange loss (gain), net
    
    
    4,981,960
    
    
    
    (1,003,537
    )
    
    
    (1,460,284
    )25,910,672
    
    
    
    20,263,946
    
    
    
    21,873,503(Increase) decrease in trade notes and accounts
receivable, net
    
    
    (1,094,389
    )
    
    
    (1,082,292
    )
    
    
    54,958(Increase) decrease in transmission rights
and programming
    
    
    (1,186,991
    )
    
    
    (674,645
    )
    
    
    654,843(Increase) decrease in inventories
    
    
    (375,153
    )
    
    
    (45,148
    )
    
    
    402,874Increase in other accounts and notes receivable and other
current assets
    
    
    (391,399
    )
    
    
    (1,347,376
    )
    
    
    (308,295
    )Increase (decrease) in trade accounts payable
    
    
    1,577,231
    
    
    
    (80,920
    )
    
    
    (230,648
    )(Decrease) increase in customer deposits and advances
    
    
    (1,187,734
    )
    
    
    2,242,021
    
    
    
    (1,822,956
    )Increase in other liabilities, taxes payable and deferred taxes
    
    
    1,744,395
    
    
    
    158,066
    
    
    
    661,198Decrease in retirement and termination benefits
    
    
    (81,314
    )
    
    
    (16,035
    )
    
    
    (17,176
    )Income taxes paid
    
    
    (2,657,525
    )
    
    
    (4,282,042
    )
    
    
    (4,403,393
    )(3,652,879
    )
    
    
    (5,128,371
    )
    
    
    (5,008,595
    )Net cash provided by operating activities
    
    
    22,257,793
    
    
    
    15,135,575
    
    
    
    16,864,908Investing activities:Temporary investments, net
    
    
    (5,420,106
    )
    
    
    (524,158
    )
    
    
    (1,351,497
    )Due from affiliated companies, net
    
    
    (89,826
    )
    
    
    (2,309
    )
    
    
    (103,295
    )Held-to-maturity and available-for-sale investments
    
    
    (183,057
    )
    
    
    (3,051,614
    )
    
    
    (373,063
    )Disposition of held-to-maturity and available-for-sale investments
    
    
    1,269,875
    
    
    
    10,000
    
    
    
    234,158Investment in Convertible Debentures
    
    
    
    
    
    
    
    
    
    
    (13,966,369
    )Equity method and other investments
    
    
    (1,982,100
    )
    
    
    (809,625
    )
    
    
    (2,418,502
    )Disposition of equity method and other investments
    
    
    109,529
    
    
    
    57,800
    
    
    
    1,807,419Investments in property, plant and equipment
    
    
    (5,191,446
    )
    
    
    (6,410,869
    )
    
    
    (11,306,013
    )Disposition of property, plant and equipment
    
    
    91,815
    
    
    
    248,148
    
    
    
    915,364Investments in goodwill and other intangible assets
    
    
    (1,489,174
    )
    
    
    (569,601
    )
    
    
    (712,070
    )Net cash used in investing activities
    
    
    (12,884,490
    )
    
    
    (11,052,228
    )
    
    
    (27,273,868
    )Financing activities:Issuance of Senior Notes due 2018
    
    
    5,241,650
    
    
    
    
    
    
    
    Issuance of Notes due 2020
    
    
    
    
    
    
    
    
    
    
    10,000,000Issuance of Senior Notes due 2040
    
    
    
    
    
    
    7,612,055
    
    
    
    Prepayment of Senior Notes due 2013 (Sky)
    
    
    (122,886
    )
    
    
    
    
    
    
    Prepayment of Senior Guaranteed Notes due 2015
and bank loan facility (Cablemás)
    
    
    
    
    
    
    
    
    
    
    (2,876,798
    )Repayment of Mexican Peso debt
    
    
    (480,000
    )
    
    
    (1,162,460
    )
    
    
    (1,050,000
    )Repayment of foreign currency debt
    
    
    
    
    
    
    (1,206,210
    )
    
    
    (32,534
    )Capital lease payments
    
    
    (97,263
    )
    
    
    (151,506
    )
    
    
    (262,013
    )Other increase in debt
    
    
    798
    
    
    
    46,555
    
    
    
    230,000Interest paid
    
    
    (2,407,185
    )
    
    
    (2,807,843
    )
    
    
    (3,003,076
    )Repurchase and sale of capital stock
    
    
    (1,112,568
    )
    
    
    (677,185
    )
    
    
    (1,274,022
    )Dividends paid
    
    
    (2,229,973
    )
    
    
    (9,163,857
    )
    
    
    Non-controlling interest
    
    
    (332,029
    )
    
    
    76,344
    
    
    
    (243,558
    )Derivative financial instruments
    
    
    (346,065
    )
    
    
    (206,776
    )
    
    
    (52,535
    )Net cash (used in) provided by financing activities
    
    
    (1,885,521
    )
    
    
    (7,640,883
    )
    
    
    1,435,464Effect of exchange rate changes on cash and cash equivalents
    
    
    131,854
    
    
    
    (105,530
    )
    
    
    (44,115
    )Net increase (decrease) in cash and cash equivalents
    
    
    7,619,636
    
    
    
    (3,663,066
    )
    
    
    (9,017,611
    )Cash and cash equivalents of Cablemás, TVI and certain
businesses of TVI upon consolidation in 2008, 2009
and 2010, respectively
    
    
    483,868
    
    
    
    21,509
    
    
    
    18,654Cash and cash equivalents at beginning of year
    
    
    25,479,541
    
    
    
    33,583,045
    
    
    
    29,941,488Cash and cash equivalents at end of year
    
    Ps.
    33,583,045
    
    
    Ps.
    29,941,488
    
    
    Ps.
    20,942,531
   F-7




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##### Table of Contents



Grupo Televisa, S.A.B.
 
 Notes to Consolidated Financial Statements
 For the Years Ended December 31, 2008, 2009 and 2010
 (In thousands of Mexican Pesos, except per CPO, per share and exchange rate amounts)
 1. Accounting Policies
  (a) Basis of Presentation
       (b) Members of the Group
  CompanysConsolidated Entities
    
    Ownership(1)
    
    Business Segment(2)Grupo Telesistema, S.A. de C.V. and subsidiaries, including Televisa,
S.A. de C.V. (Televisa)
    
    
    100
    %
    
    Television BroadcastingPay Television NetworksProgramming ExportsEditorial Televisa, S.A. de C.V. and subsidiaries
    
    
    100
    %
    
    PublishingInnova, S. de R. L. de C.V. and subsidiaries (collectively, Sky) (3)
    
    
    58.7
    %
    
    SkyEmpresas Cablevisión, S.A.B. de C.V. and subsidiaries
(collectively, Empresas Cablevisión)
    
    
    51
    %
    
    Cable and TelecomCablemás, S.A. de C.V. and subsidiaries (collectively, Cablemás)
    
    
    58.3
    %
    
    Cable and TelecomTelevisión Internacional, S.A. de C.V. and subsidiaries (collectively, TVI)
    
    
    50
    %
    
    Cable and TelecomCorporativo Vasco de Quiroga, S.A. de C.V. and subsidiaries
    
    
    100
    %
    
    Cable and TelecomOther BusinessesGrupo Distribuidoras Intermex, S.A. de C.V. and subsidiaries
    
    
    100
    %
    
    Other BusinessesSistema Radiópolis, S.A. de C.V. and subsidiaries
    
    
    50
    %
    
    Other BusinessesTelevisa Juegos, S.A. de C.V. and subsidiaries
    
    
    100
    %
    
    Other Businesses
 (1)
    
    Percentage of equity interest directly or indirectly held by the Company in the
consolidated entity.(2)
    
    See Note 22 for a description of each of the Groups business segments.(3)
    
    At December 31, 2010, the Group had identified Sky as a variable interest entity and
the Group as the primary beneficiary of the investment in this entity. The Group has a 58.7%
interest in Sky, a satellite television provider in Mexico, Central America and the Dominican
Republic.  F-8




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##### Table of Contents



Segments
    
    Expiration DatesTelevision Broadcasting
    
    In 2021Sky
    
    Various from 2015 to 2027Cable and Telecom
    
    Various from 2013 to 2039Other Businesses:Radio
    
    Various from 2015 to 2016 (1)Gaming
    
    In 2030
 (1)
    
    Concessions for three Radio stations in Guadalajara and Mexicali expired in 2008 and
2009, and renewal applications were timely filed before the Mexican regulatory authorities but
are still pending as certain related regulations of the applicable law are being reviewed by
the Mexican Federal Government. The Groups management expects that concessions for these
three stations will be renewed or granted by the Mexican Federal Government.(c)
    
    Foreign Currency Translation   (d) Cash and Cash Equivalents and Temporary Investments
    (e) Transmission Rights and Programming
     F-9




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##### Table of Contents



(f) Inventories
  (g) Investments
      (h) Property, Plant and Equipment
   (i) Intangible Assets and Deferred Financing Costs
     F-10




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##### Table of Contents



(j) Impairment of Long-lived Assets
  (k) Customer Deposits and Advances
  (l) Stockholders Equity
  (m) Revenue Recognition
  
    
    Advertising revenues, including deposits and advances from customers for future advertising,
are recognized at the time the advertising services are rendered.
 
    
    Revenues from program services for pay television and licensed television programs are
recognized when the programs are sold and become available for broadcast.
 
    
    Revenues from magazine subscriptions are initially deferred and recognized proportionately
as products are delivered to subscribers. Revenues from the sales of magazines are
recognized on the date of circulation of delivered merchandise, net of a provision for
estimated returns.
 
    
    The revenue from publishing distribution is recognized upon distribution of the products.
 
    
    Sky program service revenues, including advances from customers for future direct-to-home
(DTH) program services, activation and installation fees, are recognized at the time the
service is provided.
 
    
    Cable television, internet and telephone subscription, and pay-per-view and installation fees
are recognized in the period in which the services are rendered.
 
    
    Revenues from telecommunications and data services are recognized in the period in which
these services are provided. Telecommunications services include long distance and local
telephony, as well as leasing and maintenance of telecommunications facilities.
 
    
    Revenues from attendance to soccer games, including revenues from advance ticket sales for
soccer games and other promotional events, are recognized on the date of the relevant event.
 
    
    Motion picture production and distribution revenues are recognized as the films are
exhibited.
 
    
    Gaming revenues consist of the net win from gaming activities, which is the difference
between amounts wagered and amounts paid to winning patrons.
  (n) Retirement and Termination Benefits
    F-11




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##### Table of Contents



(o) Income Taxes
     (p) Derivative Financial Instruments
  (q) Comprehensive Income
  (r) Stock-based Compensation
 Share-based
Payments, Share-based Payment,
 (s) Recently Issued Mexican FRS
   Financial
Information by Segments, Financial Information by
Segments,
  F-12




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##### Table of Contents



Financial Information at Interim Dates, Financial Information at Interim Dates,
  Improvements to Mexican FRS 2011
  Inventories, Inventories,
 Prepayments, Prepayments,
 Property, Plant and Equipment, Property,
Machinery and Equipment
 Obligations Associated With the Retirement of Property, Plant and Equipment,
 2. Acquisitions, Investments and Dispositions
    F-13




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##### Table of Contents



F-14




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##### Table of Contents



3. Trade Notes and Accounts Receivable, Net
  2009
    
    
    2010Non-interest bearing notes received from customers as deposits and advances
    
    Ps.
    14,515,450
    
    
    Ps.
    13,313,673Accounts receivable, including value-added tax receivables related to advertising services
    
    
    5,430,943
    
    
    
    5,966,189Allowance for doubtful accounts
    
    
    (1,547,210
    )
    
    
    (1,578,737
    )Ps.
    18,399,183
    
    
    Ps.
    17,701,125
 4. Transmission Rights and Programming
  2009
    
    
    2010Transmission rights
    
    Ps.
    6,133,176
    
    
    Ps.
    5,792,029Programming
    
    
    4,155,271
    
    
    
    3,839,98810,288,447
    
    
    
    9,632,017Non-current portion of:Transmission rights
    
    
    3,790,714
    
    
    
    3,724,547Programming
    
    
    2,124,745
    
    
    
    1,903,0555,915,459
    
    
    
    5,627,602Current portion of transmission rights and programming
    
    Ps.
    4,372,988
    
    
    Ps.
    4,004,415
 5. Investments
  Ownership %as of December 31,2009
    
    
    2010
    
    
    2010Accounted for by the equity method:BMP (a)
    
    Ps.
    
    
    
    Ps.
    1,613,892
    
    
    
    5
    %Gestora de Inversiones Audiovisuales La Sexta, S.A. and subsidiaries
(collectively, La Sexta) (b)
    
    
    1,043,752
    
    
    
    722,752
    
    
    
    40.5
    %GTAC (c)
    
    
    
    
    
    
    34,645
    
    
    
    33.3
    %Ocesa Entretenimiento, S.A. de C.V. and subsidiaries
(collectively, OCEN)(d)
    
    
    789,001
    
    
    
    819,913
    
    
    
    40
    %Volaris (e)
    
    
    248,162
    
    
    
    Other
    
    
    301,324
    
    
    
    141,4352,382,239
    
    
    
    3,332,637Other longterm investments:Convertible Debentures due 2025(a)
    
    
    
    
    
    
    13,904,222Loan and interest receivable from La Sexta (b)
    
    
    
    
    
    
    354,942Loan and interest receivable from GTAC(c)
    
    
    
    
    
    
    384,063Heldtomaturity debt securities (f)
    
    
    1,169,611
    
    
    
    935,494Other availableforsale investments (g)
    
    
    2,826,457
    
    
    
    2,922,625Other
    
    
    342,329
    
    
    
    3,4704,338,397
    
    
    
    18,504,816Ps.
    6,720,636
    
    
    Ps.
    21,837,453
 (a)
    
    The Group accounts for its 5% investment in common stock of BMP, the parent company
of Univision, under the equity method due to the Groups ability to exercise significant
influence over BMPs operations in accordance with Mexican FRS. Since December 20, 2010, the
Group: (i) owned 526,336 Class C shares of common stock of BMP, representing 5% of the
outstanding total shares of BMP as of that date, (ii) held 1.5% Convertible Debentures due
2025 issued by BMP, which can be converted into additional shares currently equivalent to a
30% equity stake of BMP, at the option of the Group, subject to certain conditions and
regulations; (iii) owned an option to acquire at fair value an additional 5% of common stock
of BMP, at a future date, subject to certain conditions and regulations; (iv) had three of 20
designated members of the Board of Directors of BMP; and (v) had entered in program license
agreements with Univision, an indirect wholly-owned subsidiary of BMP, through the later of
2025 or seven and one-half years after Televisa has sold two-thirds of its initial investment
in BMP. As of December 31, 2010, the 1.5% Convertible Debentures due 2025 are classified as
available-for-sale investments (see Note 2).  F-15




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##### Table of Contents



(b)
    
    La Sexta is a free-to-air television channel in Spain. During 2008 and 2009, the
Group made additional capital contributions related to its interest in La Sexta in the amount
of 44.4 million (Ps.740,495) and 35.7 million (Ps.663,082), respectively. During the first
half of 2010, the Group made short-term loans in connection with its 40.5% interest in La
Sexta in the principal amount of 21.5 million (Ps.354,942). In February 2011, these loans
were capitalized by the Company as investment in La Sexta and the Companys percentage
ownership in La Sexta increased from 40.5% to 40.8%.(c)
    
    GTAC is a company with a concession to operate a public telecommunications network
in Mexico with an expiration date in 2020. In June 2010, a subsidiary of the Company entered
into a long-term credit facility agreement to provide financing to GTAC for up to Ps.668,217,
with an annual interest rate of the Mexican Interbank Interest Rate (Tasa de Interés
Interbancaria de Equilibrio or TIIE) plus 200 basis points, and maturity in December 2021.
Interest under this credit facility is payable at dates agreed by the parties between 2013 and
2021. As of December 31, 2010, GTAC had used a principal amount of Ps.372,083 under this
credit facility, with a related accrued interest
receivable of Ps.11,980 as of that date (see Note 2).(d)
    
    OCEN is a majority-owned subsidiary of Corporación Interamericana de
Entretenimiento, S.A. de C.V., and is engaged in the live entertainment business in Mexico. In
2008 and 2009, OCEN paid dividends to the Group in the aggregate amount of Ps.56,000 and
Ps.56,000, respectively. The investment in OCEN includes a goodwill of Ps.359,613 as of
December 31, 2009 and 2010 (see Note 16).(e)
    
    Volaris is a low-cost carrier airline with a concession to operate in Mexico and
abroad. In 2009, the Group made additional capital contributions related to its 25% interest
in Volaris in the amount of U.S.$5 million (Ps.69,000). The Group disposed of its investment
in Volaris in the third quarter of 2010 (see Notes 2, 16 and 17).(f)
    
    Held-to-maturity securities represent corporate fixed income securities with
long-term maturities. These investments are stated at amortized cost. During 2008, the Group
recognized a write-down of Ps.405,111 on a held-to-maturity debt security reducing the
carrying amount of this security to zero (see Note 1 (g)). Maturities of these investments
subsequent to December 31, 2010 are as follows: Ps.626,797 in 2012, Ps.106,517 in 2013,
Ps.56,900 in 2014 and Ps.145,280 thereafter.(g)
    
    In the second half of 2009, the Group invested an aggregate amount of U.S.$180
million in a telecom and media open-ended fund (see Note 1 (g)).  2008
    
    
    2009
    
    
    2010Equity in losses of affiliates, net
    
    Ps.
    (1,049,934
    )
    
    Ps.
    (715,327
    )
    
    Ps.
    (211,930
    )Equity in other comprehensive income (loss) of affiliates:Foreign currency translation adjustments, net
    
    
    244,122
    
    
    
    (29,319
    )
    
    
    (116,879
    )(Loss) gain on equity accounts, net
    
    
    (58,109
    )
    
    
    39,525
    
    
    
    4,598Ps.
    (863,921
    )
    
    Ps.
    (705,121
    )
    
    Ps.
    (324,211
    )
 6. Property, Plant and Equipment, Net
  2009
    
    
    2010Buildings
    
    Ps.
    9,424,738
    
    
    Ps.
    9,466,384Buildings improvements
    
    
    1,670,084
    
    
    
    1,698,781Technical equipment
    
    
    38,838,481
    
    
    
    45,520,020Satellite transponders
    
    
    1,789,890
    
    
    
    3,593,873Furniture and fixtures
    
    
    836,038
    
    
    
    826,076Transportation equipment
    
    
    1,559,816
    
    
    
    2,525,029Computer equipment
    
    
    3,089,962
    
    
    
    3,671,449Leasehold improvements
    
    
    1,383,541
    
    
    
    1,303,68958,592,550
    
    
    
    68,605,301Accumulated depreciation
    
    
    (32,145,471
    )
    
    
    (36,900,013
    )26,447,079
    
    
    
    31,705,288Land
    
    
    4,648,171
    
    
    
    4,085,914Construction in progress
    
    
    1,976,214
    
    
    
    2,860,645Ps.
    33,071,464
    
    
    Ps.
    38,651,847
  F-16




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##### Table of Contents



7. Intangible Assets and Deferred Charges, Net
  2009
    
    
    2010Gross
    
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Net Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    Net CarryingAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    AmountIntangible assets with
indefinite lives:Goodwill
    
    
    
    
    
    
    
    
    
    Ps.
    2,774,189
    
    
    
    
    
    
    
    
    
    
    Ps.
    2,529,594Publishing, TVI and other
trademarks
    
    
    
    
    
    
    
    
    
    
    1,264,555
    
    
    
    
    
    
    
    
    
    
    
    1,396,880Television network concession
    
    
    
    
    
    
    
    
    
    
    650,603
    
    
    
    
    
    
    
    
    
    
    
    650,603Cablemás concession
(see Note 2)
    
    
    
    
    
    
    
    
    
    
    1,052,190
    
    
    
    
    
    
    
    
    
    
    
    1,052,190TVI concession (see Note 2)
    
    
    
    
    
    
    
    
    
    
    262,925
    
    
    
    
    
    
    
    
    
    
    
    262,925Telecom concession (see Note 2)
    
    
    
    
    
    
    
    
    
    
    778,970
    
    
    
    
    
    
    
    
    
    
    
    767,682Sky concession
    
    
    
    
    
    
    
    
    
    
    96,042
    
    
    
    
    
    
    
    
    
    
    
    96,042Intangible assets with finite
lives
and deferred charges:Licenses and software
    
    Ps.
    1,601,562
    
    
    Ps.
    (755,706
    )
    
    
    845,856
    
    
    Ps.
    1,881,493
    
    
    Ps.
    (1,097,123
    )
    
    
    784,370Subscriber lists
(see Note 2)
    
    
    2,351,177
    
    
    
    (884,900
    )
    
    
    1,466,277
    
    
    
    2,403,535
    
    
    
    (1,231,941
    )
    
    
    1,171,594Other intangible assets
    
    
    760,021
    
    
    
    (108,092
    )
    
    
    651,929
    
    
    
    707,806
    
    
    
    (160,782
    )
    
    
    547,024Deferred financing costs
(see Note 8)
    
    
    1,403,430
    
    
    
    (387,715
    )
    
    
    1,015,715
    
    
    
    1,472,281
    
    
    
    (490,178
    )
    
    
    982,103Ps.
    6,116,190
    
    
    Ps.
    (2,136,413
    )
    
    Ps.
    10,859,251
    
    
    Ps.
    6,465,115
    
    
    Ps.
    (2,980,024
    )
    
    Ps.
    10,241,007
   F-17




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##### Table of Contents



ForeignBalance as of
    
    
    
    
    
    
    Currency
    
    
    
    
    
    
    Impairment
    
    
    Balance as ofDecember 31,
    
    
    
    
    
    
    Translation
    
    
    Adjustments/
    
    
    Adjustments
    
    
    December 31,2009
    
    
    Acquisitions
    
    
    Adjustments
    
    
    Reclassifications
    
    
    (see Note 17)
    
    
    2010Goodwill:Television Broadcasting
    
    Ps.
    298,676
    
    
    Ps.
    86,813
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    385,489Cable and Telecom
    
    
    1,745,839
    
    
    
    
    
    
    
    
    
    
    
    (34,746
    )
    
    
    
    
    
    
    1,711,093Publishing
    
    
    617,167
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (223,561
    )
    
    
    393,606Other Businesses
    
    
    63,483
    
    
    
    
    
    
    
    
    
    
    
    (24,077
    )
    
    
    
    
    
    
    39,406Equitymethod investees
(see Note 5)
    
    
    49,024
    
    
    
    
    
    
    
    
    
    
    
    (22,004
    )
    
    
    (27,020
    )
    
    
    Ps.
    2,774,189
    
    
    Ps.
    86,813
    
    
    Ps.
    
    
    
    Ps.
    (80,827
    )
    
    Ps.
    (250,581
    )
    
    Ps.
    2,529,594Trademarks (see Note 2):Publishing
    
    Ps.
    505,708
    
    
    Ps.
    
    
    
    Ps.
    (283
    )
    
    Ps.
    3,667
    
    
    Ps.
    
    
    
    Ps.
    509,092Telecom
    
    
    669,495
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    669,495TVI
    
    
    89,352
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89,352Other
    
    
    
    
    
    
    128,941
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    128,941Ps.
    1,264,555
    
    
    Ps.
    128,941
    
    
    Ps.
    (283
    )
    
    Ps.
    3,667
    
    
    Ps.
    
    
    
    Ps.
    1,396,880
 8. Long-term Debt and Capital Lease Obligations
  2009
    
    
    2010U.S. Dollar debt:8% Senior Notes due 2011 (1)
    
    Ps.
    941,119
    
    
    Ps.
    889,1426% Senior Notes due 2018(1)
    
    
    6,540,000
    
    
    
    6,178,8006.625% Senior Notes due 2025(1)
    
    
    7,848,000
    
    
    
    7,414,5608.50% Senior Notes due 2032 (1)
    
    
    3,924,000
    
    
    
    3,707,2806.625% Senior Notes due 2040 (1)
    
    
    7,848,000
    
    
    
    7,414,5609.375% Senior Guaranteed Notes due 2015 (Cablemás) (2)
    
    
    2,285,076
    
    
    
    Bank loan facility (Empresas Cablevisión)(3)
    
    
    2,943,000
    
    
    
    2,780,460Bank loan facility (Cablemás)(2) (3)
    
    
    654,000
    
    
    
    Other
    
    
    33,015
    
    
    
    Total U.S. Dollar debt
    
    
    33,016,210
    
    
    
    28,384,802Mexican Peso debt:7.38% Notes due 2020 (4)
    
    
    
    
    
    
    10,000,0008.49% Senior Notes due 2037(1)
    
    
    4,500,000
    
    
    
    4,500,000Bank loans (5)
    
    
    2,400,000
    
    
    
    1,580,000Bank loans (Sky) (6)
    
    
    3,500,000
    
    
    
    3,500,000Total Mexican Peso debt
    
    
    10,400,000
    
    
    
    19,580,000Total long-term debt
    
    
    43,416,210
    
    
    
    47,964,802Less: Current portion
    
    
    1,433,015
    
    
    
    1,469,142Long-term debt, net of current portion
    
    Ps.
    41,983,195
    
    
    Ps.
    46,495,660Capital lease obligations:Satellite transponder lease obligation (7)
    
    Ps.
    1,108,451
    
    
    Ps.
    414,921Other (8)
    
    
    293,282
    
    
    
    214,890Total capital lease obligations
    
    
    1,401,733
    
    
    
    629,811Less: Current portion
    
    
    235,271
    
    
    
    280,137Capital lease obligations, net of current portion
    
    Ps.
    1,166,462
    
    
    Ps.
    349,674
 (1)
    
    The Senior Notes due 2011, 2018, 2025, 2032, 2037 and 2040, in the outstanding
principal amount of U.S.$72 million, U.S.$500 million, U.S.$600 million, U.S.$300 million,
Ps.4,500,000 and U.S.$600 million, respectively, are unsecured obligations of the Company,
rank equally in right of payment with all existing and future unsecured and unsubordinated
indebtedness of the Company, and are junior in right of payment to all of the existing and
future liabilities of the Companys subsidiaries. Interest on the Senior Notes due 2011, 2018,
2025, 2032, 2037 and 2040, including additional amounts payable in respect of certain Mexican
withholding taxes, is 8.41%, 6.31%, 6.97%, 8.94%, 8.93% and 6.97% per annum, respectively, and
is payable semi-annually. These Senior Notes may not be redeemed prior to maturity, except (i)
in the event of certain changes in law affecting the Mexican withholding tax treatment of
certain payments on the securities, in which case the securities will be redeemable, as a
whole but not in part, at the option of the Company; and (ii) in the event of a change of
control, in which case the Company may be required to redeem the securities at 101% of their
principal amount. Also, the Company may, at its own  F-18




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##### Table of Contents



option, redeem the Senior Notes due 2018,
2025, 2037 and 2040, in whole or in part, at any time at a redemption price equal to the
greater of the principal amount of these Senior Notes or the present value of future cash
flows, at the redemption date, of principal and interest amounts of the Senior Notes
discounted at a fixed rate of comparable U.S. or Mexican sovereign bonds. The Senior Notes due
2011, 2018, 2032 and 2040 were priced at 98.793%, 99.280%, 99.431% and 98.319%, respectively,
for a yield to maturity of 8.179%, 6.097%, 8.553% and 6.755%, respectively. The Senior Notes
due 2025 were issued in two aggregate principal amounts of U.S.$400 million and U.S.$200
million, and were priced at 98.081% and 98.632%, respectively, for a yield to maturity of
6.802% and 6.787%, respectively. The agreement of these Senior Notes contains covenants that
limit the ability of the Company and certain restricted subsidiaries engaged in Television
Broadcasting, Pay Television Networks and Programming Exports, to incur or assume liens,
perform sale and leaseback transactions, and consummate certain mergers, consolidations and
similar transactions. The Senior Notes due 2011, 2018, 2025, 2032, 2037 and 2040 are
registered with the U.S. Securities and Exchange Commission. (2)
    
    The Senior Guaranteed Notes due 2015 in the outstanding principal amount of
U.S.$174.7 million at December 31, 2009 were unsecured obligations of Cablemás and its
restricted subsidiaries and were guaranteed by such restricted subsidiaries. Interest on these
Senior Notes, including additional amounts payable in respect of certain Mexican withholding
taxes, was 9.858%, and was payable semi-annually. In November 2010, Cablemás prepaid all of
its outstanding Guaranteed Senior Notes for an aggregate amount of U.S.$183 million
(Ps.2,256,716), including accrued interest and a premium, as well as all of its outstanding loan
facility for an aggregate amount of U.S.$50 million (Ps.622,118), including accrued interest.
This refinancing of debt was carried out through a Ps.2,500,000 loan facility provided to
Cablemás by a subsidiary of the Company, with an annual interest rate of 9.30%, which is due in
November 2020 (see Notes 9 and 17).(3)
    
    In December 2007, Empresas Cablevisión and Cablemás entered into a 5-year term bank
loan facilities in the aggregate principal amount of U.S.$225 million and U.S.$50 million,
respectively, in connection with the financing for the acquisition of Letseb and Bestel USA
(see Note 2). Annual interest on these loan facilities was payable on a quarterly basis at
LIBOR plus an applicable margin that ranged from 0.475% to 0.800% depending on a leverage
ratio. As discussed in the paragraph above, in November 2010, Cablemás prepaid all of its
outstanding loan facility. In March 2011, Empresas Cablevisión prepaid all of its outstanding
loan facility (see Note 9).(4)
    
    In October 2010, the Company issued 7.38% Notes (Certificados Bursátiles) due 2020
through the Mexican Stock Exchange (Bolsa Mexicana de Valores) in the aggregate principal
amount of Ps.10,000,000. Interest on these Notes is payable semi-annually. The Company may, at
its own option, redeem these Notes, in whole or in part, at any semi-annual interest payment
date at a redemption price equal to the greater of the principal amount of the outstanding
Notes and the present value of future cash flows, at the redemption date, of principal and
interest amounts of the Notes discounted at a fixed rate of comparable Mexican sovereign
bonds. The agreement of these Notes contains covenants that limit the ability of the Company
and certain restricted subsidiaries appointed by the Companys Board of Directors, and engaged
in Television Broadcasting, Pay Television Networks and Programming Exports, to incur or
assume liens, perform sale and leaseback transactions, and consummate certain mergers,
consolidations and similar transactions.(5)
    
    Includes for 2009 and 2010, outstanding balances in the principal amount of
Ps.2,000,000 and Ps.1,000,000, respectively, in connection with certain credit agreement
entered into by the Company with a Mexican bank, with maturities in 2010 and 2012. Interest on
this loan is 10.35% per annum, and is payable on a monthly basis. Under the terms of this
credit agreement, the Company and certain restricted subsidiaries engaged in Television
Broadcasting, Pay Television Networks and Programming Exports are required to maintain (a)
certain financial coverage ratios related to indebtedness and interest expense; and (b)
certain restrictive covenants on indebtedness, dividend payments, issuance and sale of capital
stock, and liens. This line also includes in 2009 and 2010 outstanding balances in the
principal amount of Ps.400,000 and Ps.580,000, respectively, of current-term loans of TVI,
bearing different annual interest rates in the range of 7.10% and 8.35% and in the range of
TIIE plus 1.50% and TIIE plus 3.50%, with interest payable on a monthly basis.(6)
    
    The balance in 2009 and 2010 includes two long-term loans entered into by Sky with
Mexican banks in the aggregate principal amount of Ps.3,500,000 with a maturity in 2016. This
Sky long-term indebtedness is guaranteed by the Company. Annual interest on these two
long-term loans was in the range of 8.74% and 8.98% through the first quarter of 2009, and
TIIE plus 24 basis points for the remaining period through maturity, with interest payable on
a monthly basis. Under the terms of these loan agreements, Sky is required to maintain (a)
certain financial coverage ratios related to indebtedness and interest expense; and (b)
certain restrictive covenants on indebtedness, liens, asset sales, and certain mergers and
consolidations.(7)
    
    Sky is obligated to pay a monthly fee of U.S.$1.7 million under a capital lease
agreement entered into with Intelsat (formerly PanAmSat Corporation) in February 1999 for
satellite signal reception and retransmission service from 12 KU-band transponders on
satellite IS-9, which became operational in September 2000. The service term for IS-9 will end
at the earlier of (a) the end of 15 years or (b) the date IS-9 is taken out of service. In the
first half of 2010, Intelsat confirmed to Sky that IS-9 experienced certain technical
anomalies in its primary propulsion system, resulting in a shortened satellite life through
2012 instead of its original estimated life through 2015. Accordingly, Sky reduced the
carrying value of the corresponding asset and the present value of the minimum payments in
accordance with the related agreement and based on the remaining useful life of IS-9. The
obligations of Sky under the IS-9 agreement are proportionately guaranteed by the Company and
the other Sky equity owners in relation to their respective ownership interests (see Notes 6
and 11).(8)
    
    Includes minimum lease payments of property and equipment under leases that qualify
as capital leases. The capital leases have terms which expire at various dates between 2011
and 2022.  F-19




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##### Table of Contents



Maturities of Debt and Capital Lease Obligations
  2011
    
    Ps.
    1,469,1422012
    
    
    3,780,4602016 and thereafter
    
    
    42,715,200Ps.
    47,964,802
  2011
    
    Ps.
    330,7172012
    
    
    318,2062013
    
    
    38,5192014
    
    
    20,1662015
    
    
    17,077Thereafter
    
    
    37,359762,044Less: amount representing interest
    
    
    132,233Ps.
    629,811
 9. Financial Instruments
    2009
    
    
    2010Carrying
    
    
    
    
    
    
    CarryingValue
    
    
    Fair Value
    
    
    Value
    
    
    Fair ValueAssets:Temporary investments
    
    Ps.
    8,902,346
    
    
    Ps.
    8,902,346
    
    
    Ps.
    10,446,840
    
    
    Ps.
    10,446,840Convertible Debentures (see Note 5)
    
    
    
    
    
    
    
    
    
    
    13,904,222
    
    
    
    13,904,222Long-term loan and interest receivable from GTAC
(see Note 5)
    
    
    
    
    
    
    
    
    
    
    384,063
    
    
    
    442,840Held-to-maturity debt securities (see Note 5)
    
    
    1,169,611
    
    
    
    1,196,146
    
    
    
    935,494
    
    
    
    933,606Other available-for-sale investments (see Note 5)
    
    
    2,826,457
    
    
    
    2,826,457
    
    
    
    2,922,625
    
    
    
    2,922,625Liabilities:Senior Notes due 2011, 2018, 2025, 2032 and 2040
    
    Ps.
    27,101,119
    
    
    Ps.
    27,841,242
    
    
    Ps.
    25,604,342
    
    
    Ps.
    28,801,931Senior Notes due 2037
    
    
    4,500,000
    
    
    
    4,055,580
    
    
    
    4,500,000
    
    
    
    4,207,320Notes due 2020
    
    
    
    
    
    
    
    
    
    
    10,000,000
    
    
    
    9,474,300Senior Guaranteed Notes due 2015 (Cablemás)
    
    
    2,285,076
    
    
    
    2,494,549
    
    
    
    
    
    
    
    Long-term notes payable to Mexican banks
    
    
    5,900,000
    
    
    
    6,135,443
    
    
    
    5,080,000
    
    
    
    5,442,615Bank loan facility (Empresas Cablevisión)
    
    
    2,943,000
    
    
    
    2,601,257
    
    
    
    2,780,460
    
    
    
    2,575,555Bank loan facility (Cablemás)
    
    
    654,000
    
    
    
    572,123
    
    
    
    
    
    
    
    
  F-20




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##### Table of Contents



Notional AmountDerivative Financial Instruments
    
    Carrying Value
    
    
    (U.S. Dollars in Thousands)
    
    Maturity DateAssets:Derivatives not recorded as accounting hedges:Cablemás forward (g)
    
    Ps.
    1,577
    
    
    U.S.$13,000/ Ps.170,908
    
    January, February and March 2010Cablemás forward and cross-currency swaps(a)
    
    
    1,001,055
    
    
    U.S.$175,000/ Ps.1,880,375 andU.S.$175,000/ Ps.1,914,850
    
    November 2015Cross-currency interest rate swaps (b)
    
    
    5,141
    
    
    U.S.$200,000/ Ps.2,165,550
    
    March 2010Derivatives recorded as accounting hedges
(cash flow hedges):Empresas Cablevisións cross-currency swaps (c)
    
    
    419,974
    
    
    U.S.$225,000/ Ps.2,435,040
    
    December 2012Cablemás cross-currency swap (d)
    
    
    91,804
    
    
    U.S.$50,000/ Ps.541,275
    
    December 2012Cross-currency interest rate swaps(b)
    
    
    25,845
    
    
    U.S.$1,650,000/ Ps.21,240,300
    
    March and May 2011Total assets
    
    Ps.
    1,545,396
    (1)Liabilities:Derivatives not recorded as accounting hedges:Cablemás forward and swaption (a)
    
    Ps.
    486,228
    
    
    U.S.$175,000/ Ps.1,914,850
    
    November 2015Skys interest rate swaps (e)
    
    
    26,410
    
    
    Ps.1,400,000
    
    April 2016Cablemás embedded derivatives (f)
    
    
    10,990
    
    
    U.S.$7,176
    
    December 2010 to February 2018Total liabilities
    
    Ps.
    523,628
 (1)
    
    Includes short-term derivative financial instruments of Ps.6,718 in 2009, which were
included in other accounts and notes receivables, net in the consolidated balance sheet.  Notional AmountDerivative Financial Instruments
    
    Carrying Value
    
    
    (U.S. Dollars in Thousands)
    
    Maturity DateAssets:Derivatives recorded as accounting hedges
(cash flow hedges):Empresas Cablevisións cross-currency 

swaps (c)
    
    Ps.
    189,400
    
    
    U.S.$225,000/ Ps.2,435,040
    
    December 2012Total assets
    
    Ps.
    189,400Liabilities:Derivatives recorded as accounting hedges:Cross-currency interest rate swaps (b)
    
    Ps.
    74,329
    
    
    U.S.$2,000,000/ Ps.25,727,550
    
    March and July 2011Derivatives not recorded as accounting hedges:Skys interest rate swaps (e)
    
    
    102,485
    
    
    Ps.1,400,000
    
    April 2016Cablemás embedded derivatives (f)
    
    
    1,043
    
    
    U.S.$3,852
    
    July 2011 to February 2018Total liabilities
    
    Ps.
    177,857
  F-21




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##### Table of Contents



(a)
    
    In 2005, 2006 and 2007, Cablemás entered into forward, interest-only cross-currency
swaps and swaption agreements, as amended, with a U.S. financial institution to hedge U.S.$175
million of its U.S. Dollar foreign exchange and interest rate exposure related to its Senior
Guaranteed Notes due 2015. Under these transactions, (i) in 2015, Cablemás would have received
and made payments in the aggregate notional amounts of U.S.$175 million and Ps.1,880,375,
respectively; (ii) Cablemás made semi-annual payments calculated based on a notional amount of
U.S.$175 million at an annual rate of 2.88%; (iii) Cablemás received semi-annual payments
calculated based on the aggregate notional amount of U.S.$175 million at an annual rate of
9.375%, and Cablemás made monthly payments calculated based on an aggregate notional amount of
Ps.1,914,850 at an annual rate of 9.07%; and (iv) if the counterparty had exercised an option
under a related swaption agreement, Cablemás would have received monthly payments based on the
aggregate notional amount of Ps.1,914,850 at an annual rate of 7.57%, and Cablemás would have
made monthly payments calculated based on the same notional amount at an annual interest rate
of a 28-day TIIE . The Group recorded the change in fair value of these transactions in the
integral cost of financing (foreign exchange gain or loss). In February 2010, Cablemás
cancelled these forward and interest-only cross-currency swaps agreements and entered into
full cross currency swap and interest rate swap agreements with a foreign financial
institution to hedge U.S.$175 million of its U.S. Dollar foreign exchange and interest rate
exposure related to its Senior Guaranteed Notes due 2015. Under these transactions, (i) in
2015, Cablemás would have received and made payments in the aggregate notional amounts of
U.S.$175 million and Ps.1,880,375, respectively; (ii) Cablemás made monthly payments
calculated based on an aggregate notional amount of Ps.1,880,375 at an annual rate of TIIE
plus 182.3 basis points, and Cablemás received semi-annual payments calculated based on an
aggregate notional amount of U.S.$175 million at an annual rate of 6.445%; (iii) Cablemás
received monthly payments calculated based on the aggregate notional amount of Ps.1,880,375 at
an annual rate of TIIE plus 182.3 basis points, and Cablemás made monthly payments calculated
based on an aggregate notional amount of Ps.1,914,850 at an annual rate of 9.172%; and (iv) if
the counterparty had exercised an option under a related swaption agreement, Cablemás would
have received monthly payments based on the aggregate notional amount of Ps.1,914,850 at an
annual rate of 7.57%, and Cablemás would have made monthly payments calculated based on the
same notional amount at an annual interest rate of a 28-day TIIE. In November 2010, Cablemás
liquidated these derivative contracts and received a net cash amount of U.S.$30.2 million
(Ps.372,697) in connection with a prepayment of its Senior Guaranteed Notes with maturity in
2015 (see Note 8).(b)
    
    In order to reduce the adverse effects of exchange rates on the Senior Notes due
2018, 2025, 2032 and 2040, during 2005, 2009 and 2010, the Company entered into interest rate
swap agreements with various financial institutions that allow the Company to hedge against
Mexican Peso depreciation on interest payments to be made in 2009, 2010 and 2011. Under these
transactions, the Company receives semi-annual payments based on the aggregate notional amount
U.S.$1,850 million and U.S.$2,000 million as of December 31, 2009 and 2010, respectively, at
an average annual rate of 6.76% and 6.75%, respectively, and the Company makes semi-annual
payments based on an aggregate notional amount of Ps.23,405,850 and Ps.25,727,550 as of
December 31, 2009 and 2010, respectively, at an average annual rate of 7.03% and 6.95%,
respectively, without an exchange of the notional amount upon which the payments are based. As
a result of the change in fair value of these transactions, in the years ended December 31,
2008, 2009 and 2010, the Company recorded a gain (loss) of Ps.96,878, Ps.(25,280) and
Ps.(93,321), respectively, relating to the interest rate swaps not recorded as accounting
hedges, in the integral cost of financing (foreign exchange gain or loss), and as of December
31, 2009 and 2010, the Company has recorded in consolidated stockholders equity, as
accumulated other comprehensive income or loss attributable to the controlling interest, a
cumulative gain (loss) for changes in fair value of Ps.25,845 and Ps.(74,329), respectively,
relating to interest rate swaps recorded as accounting hedges.
  F-22




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##### Table of Contents



(c)
    
    In December 2007, in connection with the issuance of its U.S.$225 million long-term
debt, Empresas Cablevisión entered into a cross-currency swap agreement to hedge interest rate
risk and foreign currency exchange risk on such long-term debt. Under this agreement, Empresas
Cablevisión receives variable rate coupon payments in U.S. dollars at an annual interest rate
of LIBOR to 90 days plus 42.5 basis points, and principal amount payments in U.S. dollars, in
exchange for fixed rate coupon payments in Mexican Pesos at an annual interest
rate of 8.3650%, and principal amount payments in Mexican Pesos. At the final exchange, Empresas
Cablevisión will receive a principal amount of U.S.$225 million, in exchange for Ps.2,435,040. At
December 31, 2009 and 2010, this derivative contract qualified as a cash flow hedge, and
therefore, the Group has recorded in consolidated stockholders equity, as accumulated other
comprehensive income or loss, a cumulative gain for changes in fair value of Ps.400,577 and
Ps.170,003, respectively, together with a cumulative unrealized foreign exchange loss of
Ps.485,505 and Ps.322,965, respectively, related to the long-term debt. In March 2011, Empresas
Cablevisión liquidated this derivative contract and received a cash amount of U.S.$7.6 million
(Ps.91,200) in connection with a prepayment of its U.S.$225 million debt (see Note 8).(d)
    
    In December 2007, in connection with the issuance of its U.S.$50 million long-term
debt, Cablemás entered into a cross-currency swap agreement to hedge interest rate risk and
foreign currency exchange risk on such long-term debt. Under this agreement, Cablemás received
variable rate coupon payments in U.S. dollars at an annual interest rate of LIBOR to 90 days
plus 52.5 basis points, and principal amount payments in U.S. dollars, in exchange for fixed
rate coupon payments in Mexican Pesos at an annual interest rate of 8.51%, and principal
amount payments in Mexican Pesos. At the final exchange, Cablemás would have received a
principal amount of U.S.$50 million, in exchange for Ps.541,275. At December 31, 2008 and
2009, this derivative contract qualified as a cash flow hedge, and therefore, the Group
recorded in stockholders equity, as accumulated other comprehensive income or loss, a
cumulative gain for changes in fair value of Ps.169,893 and Ps.122,421, respectively, together
with a cumulative unrealized foreign exchange loss of Ps.173,360 and Ps.138,670, respectively,
related to the long-term debt. In November 2010, Cablemás liquidated this agreement and
received a cash amount of U.S.$2.4 million (Ps.30,055) in connection with a prepayment of its
U.S.$50 million bank loan facility (see Note 8).(e)
    
    In December 2006, Sky entered into a derivative transaction agreement from April
2009 through April 2016 to hedge the variable interest rate exposure resulting from a Mexican
Peso loan of a total principal amount of Ps.1,400,000. Under this transaction, Sky receives
28-day payments based on an aggregate notional amount of Ps.1,400,000 at an annual variable
rate of TIIE+24 basis points and makes 28-day payments based on the same notional amount at an
annual fixed rate of 8.415%. The Group recorded the change in fair value of this transaction
in the consolidated integral cost of financing (interest expense).(f)
    
    Certain Cablemás office lease agreements include embedded derivatives identified as
forwards for obligations denominated in U.S. Dollars. The Group recognizes changes in related
fair value as foreign exchange gain or loss in the consolidated integral cost of financing.(g)
    
    As of December 31, 2009, Cablemás had foreign currency contracts with an aggregate
notional amount of U.S.$13 million to exchange U.S. Dollars for Mexican Pesos at an average
rate of Ps.13.15 per U.S. Dollar in connection with 2010 cash flow requirements.
 10. Retirement and Termination Benefits
     F-23




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##### Table of Contents



2009
    
    
    
    
    
    
    Seniority
    
    
    Severance
    
    
    2010Total
    
    
    Pensions
    
    
    Premiums
    
    
    Indemnities
    
    
    TotalVested benefit obligations
    
    Ps.
    115,047
    
    
    Ps.
    156,244
    
    
    Ps.
    7,161
    
    
    Ps.
    
    
    
    Ps.
    163,405Unvested benefit obligations
    
    
    1,869,682
    
    
    
    1,195,501
    
    
    
    276,290
    
    
    
    574,930
    
    
    
    2,046,721Defined benefit obligations
    
    
    1,984,729
    
    
    
    1,351,745
    
    
    
    283,451
    
    
    
    574,930
    
    
    
    2,210,126Fair value of plan assets
    
    
    1,749,629
    
    
    
    1,270,905
    
    
    
    512,832
    
    
    
    
    
    
    
    1,783,737Status of the plans
    
    
    (235,100
    )
    
    
    (80,840
    )
    
    
    229,381
    
    
    
    (574,930
    )
    
    
    (426,389
    )Unrecognized prior service cost
for transition liability
    
    
    113,598
    
    
    
    47,434
    
    
    
    14,336
    
    
    
    3,729
    
    
    
    65,499Unrecognized prior service cost
for plan amendments
    
    
    62,045
    
    
    
    117,552
    
    
    
    (41,850
    )
    
    
    392
    
    
    
    76,094Net actuarial (gain) loss
    
    
    (287,533
    )
    
    
    (170,715
    )
    
    
    12,813
    
    
    
    12,555
    
    
    
    (145,347
    )Net projected (liability) asset in the
consolidated balance sheet
    
    Ps.
    (346,990
    )
    
    Ps.
    (86,569
    )
    
    Ps.
    214,680
    
    
    Ps.
    (558,254
    )
    
    Ps.
    (430,143
    )
   2008
    
    
    2009
    
    
    2010Service cost
    
    Ps.
    115,598
    
    
    Ps.
    125,269
    
    
    Ps.
    141,414Interest cost
    
    
    124,719
    
    
    
    139,505
    
    
    
    149,644Prior service cost
    
    
    3,947
    
    
    
    1,583
    
    
    
    229Expected return on plan assets
    
    
    (321,805
    )
    
    
    (192,372
    )
    
    
    (144,062
    )Net amortization and deferral
    
    
    83,008
    
    
    
    (15,789
    )
    
    
    (48,828
    )Net cost
    
    Ps.
    5,467
    
    
    Ps.
    58,196
    
    
    Ps.
    98,397
  2009
    
    
    
    
    
    
    Seniority
    
    
    Severance
    
    
    2010Total
    
    
    Pensions
    
    
    Premiums
    
    
    Indemnities
    
    
    TotalDefined benefit obligationsBeginning of year
    
    Ps.
    1,842,468
    
    
    Ps.
    1,160,368
    
    
    Ps.
    267,110
    
    
    Ps.
    557,251
    
    
    Ps.
    1,984,729Service cost
    
    
    125,269
    
    
    
    64,540
    
    
    
    25,443
    
    
    
    51,431
    
    
    
    141,414Interest cost
    
    
    139,505
    
    
    
    88,777
    
    
    
    20,022
    
    
    
    40,845
    
    
    
    149,644Actuarial (gain) loss
    
    
    (90,856
    )
    
    
    75,581
    
    
    
    (7,525
    )
    
    
    (64,194
    )
    
    
    3,862Benefit paid
    
    
    (50,278
    )
    
    
    (37,521
    )
    
    
    (21,599
    )
    
    
    (10,403
    )
    
    
    (69,523
    )Acquisition of companies
    
    
    18,621
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    End of year
    
    
    1,984,729
    
    
    
    1,351,745
    
    
    
    283,451
    
    
    
    574,930
    
    
    
    2,210,126Fair value of plan assetsBeginning of year
    
    
    1,404,589
    
    
    
    1,249,707
    
    
    
    499,922
    
    
    
    
    
    
    
    1,749,629Actuarial return on plan assets
    
    
    192,372
    
    
    
    102,169
    
    
    
    41,893
    
    
    
    
    
    
    
    144,062Actuarial loss (gain)
    
    
    179,156
    
    
    
    (43,449
    )
    
    
    (13,021
    )
    
    
    
    
    
    
    (56,470
    )Contributions
    
    
    7,499
    
    
    
    
    
    
    
    1,414
    
    
    
    
    
    
    
    1,414Benefits paid
    
    
    (33,987
    )
    
    
    (37,522
    )
    
    
    (17,376
    )
    
    
    
    
    
    
    (54,898
    )End of year
    
    
    1,749,629
    
    
    
    1,270,905
    
    
    
    512,832
    
    
    
    
    
    
    
    1,783,737(Over) under funded status of the plans
    
    Ps.
    (235,100
    )
    
    Ps.
    (80,840
    )
    
    Ps.
    229,381
    
    
    Ps.
    (574,930
    )
    
    Ps.
    (426,389
    )
  F-24




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##### Table of Contents



2009
    
    
    2010Equity Securities (1)
    
    
    46.0
    %
    
    
    17.1
    %Fixed rate instruments
    
    
    54.0
    %
    
    
    82.9
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
 (1)
    
    Included within plan assets at December 31, 2009 and 2010 are shares of the Group
held by the trust with a fair value of Ps.779,920 and Ps.284,623, respectively.
  2009
    
    
    
    
    
    
    Seniority
    
    
    Severance
    
    
    2010Total
    
    
    Pensions
    
    
    Premiums
    
    
    Indemnities
    
    
    TotalBeginning net projected liability (asset)
    
    Ps.
    352,390
    
    
    Ps.
    18,943
    
    
    Ps.
    (214,556
    )
    
    Ps.
    542,603
    
    
    Ps.
    346,990Net periodic cost
    
    
    58,196
    
    
    
    67,626
    
    
    
    3,767
    
    
    
    27,004
    
    
    
    98,397Net actuarial gain
    
    
    (49,765
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Contributions
    
    
    (7,499
    )
    
    
    
    
    
    
    (1,414
    )
    
    
    
    
    
    
    (1,414
    )Benefits paid
    
    
    (16,292
    )
    
    
    
    
    
    
    (2,477
    )
    
    
    (11,353
    )
    
    
    (13,830
    )Acquisition of companies
    
    
    9,960
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    End net projected liability (asset)
    
    Ps.
    346,990
    
    
    Ps.
    86,569
    
    
    Ps.
    (214,680
    )
    
    Ps.
    558,254
    
    
    Ps.
    430,143
  2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010PensionsDefined benefit obligations
    
    Ps.
    834,123
    
    
    Ps.
    872,167
    
    
    Ps.
    1,098,111
    
    
    Ps.
    1,160,368
    
    
    Ps.
    1,351,745Plan assets
    
    
    1,254,603
    
    
    
    1,153,205
    
    
    
    1,024,239
    
    
    
    1,249,707
    
    
    
    1,270,905Status of the plans
    
    
    420,480
    
    
    
    281,038
    
    
    
    (73,872
    )
    
    
    89,339
    
    
    
    (80,840
    )Actuarial adjustments (1)
    
    
    (644,624
    )
    
    
    (435,665
    )
    
    
    (134,388
    )
    
    
    (304,281
    )
    
    
    (170,715
    )Seniority PremiumsDefined benefit obligations
    
    Ps.
    270,088
    
    
    Ps.
    261,941
    
    
    Ps.
    274,043
    
    
    Ps.
    267,110
    
    
    Ps.
    283,451Plan assets
    
    
    548,355
    
    
    
    475,525
    
    
    
    380,350
    
    
    
    499,922
    
    
    
    512,832Status of the plans
    
    
    278,267
    
    
    
    213,584
    
    
    
    106,307
    
    
    
    232,812
    
    
    
    229,381Actuarial adjustments (1)
    
    
    (92,444
    )
    
    
    (7,569
    )
    
    
    9,533
    
    
    
    8,517
    
    
    
    12,813Severance IndemnitiesDefined benefit obligations
    
    Ps.
    370,379
    
    
    Ps.
    413,701
    
    
    Ps.
    470,314
    
    
    Ps.
    557,251
    
    
    Ps.
    574,930Plan assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Status of the plans
    
    
    (370,379
    )
    
    
    (413,701
    )
    
    
    (470,314
    )
    
    
    (557,251
    )
    
    
    (574,930
    )Actuarial adjustments (1)
    
    
    14,129
    
    
    
    (25,682
    )
    
    
    5,152
    
    
    
    8,231
    
    
    
    12,555
 (1)
    
    On defined benefit obligations and plan assets.
 11. Commitments and Contingencies
     F-25




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##### Table of Contents



Thousands ofU.S. Dollars2011
    
    U.S.$
    9,3732012
    
    
    6,4672013
    
    
    2,7602014
    
    
    5,5202015 and thereafter
    
    
    706U.S.$
    24,826
      2011
    
    Ps.
    371,5912012
    
    
    305,7852013
    
    
    254,3472014
    
    
    230,4972015
    
    
    150,623Thereafter
    
    
    1,046,344Ps.
    2,359,187
 Univision
    12. Capital Stock, Stock Purchase Plan and Long-term Retention Plan
 Capital Stock
    F-26




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##### Table of Contents



Authorized
    
    
    Repurchased
    
    
    Held by a
    
    
    Held by aand
    
    
    by the
    
    
    Companys
    
    
    CompanysIssued(1)
    
    
    Company (2)
    
    
    Trust (3)
    
    
    Subsidiary (3)
    
    
    OutstandingSeries A Shares
    
    
    119,879.1
    
    
    
    (970.1
    )
    
    
    (6,677.3
    )
    
    
    (1,173.4
    )
    
    
    111,058.3Series B Shares
    
    
    55,995.3
    
    
    
    (853.7
    )
    
    
    (3,377.7
    )
    
    
    (598.4
    )
    
    
    51,165.5Series D Shares
    
    
    85,333.7
    
    
    
    (1,358.2
    )
    
    
    (1,656.7
    )
    
    
    (919.2
    )
    
    
    81,399.6Series L Shares
    
    
    85,333.7
    
    
    
    (1,358.2
    )
    
    
    (1,656.7
    )
    
    
    (919.2
    )
    
    
    81,399.6Total shares
    
    
    346,541.8
    
    
    
    (4,540.2
    )
    
    
    (13,368.4
    )
    
    
    (3,610.2
    )
    
    
    325,023.0Shares in the form of CPOs
    
    
    285,257.5
    
    
    
    (4,540.2
    )
    
    
    (5,538.2
    )
    
    
    (3,072.6
    )
    
    
    272,106.5CPOs
    
    
    2,438.1
    
    
    
    (38.8
    )
    
    
    (47.3
    )
    
    
    (26.3
    )
    
    
    2,325.7
 (1)
    
    As of December 31, 2010, the authorized and issued capital stock amounted to
Ps.10,019,859 (nominal Ps.2,368,792).(2)
    
    In 2008, 2009 and 2010, the Company repurchased 2,698.2 million, 1,553.4 million and
2,986.6 million shares, respectively, in the form of 23.1 million, 13.3 million and 25.5
million CPOs, respectively, in the amount of Ps.1,112,568, Ps.705,068 and Ps.1,274,022,
respectively, in connection with a share repurchase program that was approved by the Companys
stockholders and is exercised at the discretion of management. In April 2008 and 2009, the
Companys stockholders approved the cancellation of 7,146.1 million and 1,421.2 million shares
of capital stock, respectively, in the form of 61.1 million and 12.1 million CPOs,
respectively, which were repurchased by the Company
under this program.(3)
    
    In connection with the Companys Long-Term Retention Plan described below.
    Stock Purchase Plan
   Long-Term Retention Plan
   F-27




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##### Table of Contents



Stock Purchase Plan
    
    
    Long-Term Retention PlanArrangements:Year of grant
    
    
    2003
    
    
    
    2004
    
    
    
    2010
    
    
    
    2007
    
    
    
    2008
    
    
    
    2009
    
    
    
    2010Number of CPOs or CPOs
equivalent granted
    
    
    2,360
    
    
    
    32,918
    
    
    
    8,300
    
    
    
    5,971
    
    
    
    24,760
    
    
    
    24,857
    
    
    
    24,869Contractual life
    
    3-5 years
    
    
    1-3 years
    
    
    1-3 years
    
    
    3-5 years
    
    
    3 years
    
    
    3 years
    
    
    3 yearsAssumptions:Dividend yield
    
    
    3.00
    %
    
    
    3.00
    %
    
    
    0.64
    %
    
    
    3.00
    %
    
    
    0.73
    %
    
    
    0.82
    %
    
    
    0.48
    %Expected volatility (1)
    
    
    31.88
    %
    
    
    21.81
    %
    
    
    35.00
    %
    
    
    21.98
    %
    
    
    33.00
    %
    
    
    31.00
    %
    
    
    35.00
    %Risk-free interest rate
    
    
    9.35
    %
    
    
    6.52
    %
    
    
    4.96
    %
    
    
    7.54
    %
    
    
    8.87
    %
    
    
    5.00
    %
    
    
    5.00
    %Expected average life of awards
    
    4.01 years
    
    
    2.62 years
    
    
    1.22 years
    
    
    3.68 years
    
    
    2.84 years
    
    
    2.89 years
    
    
    2.85 years
 (1)
    
    Volatility was determined by reference to historically observed prices of the
Groups CPOs.
  2009
    
    
    2010CPOs or
    
    
    Weighted-
    
    
    CPOs or
    
    
    Weighted-CPOs
    
    
    Average
    
    
    CPOs
    
    
    Averageequivalent
    
    
    Exercise Price
    
    
    equivalent
    
    
    Exercise PriceStock Purchase Plan:Outstanding at beginning of year
    
    
    10,211
    
    
    
    13.96
    
    
    
    2,279
    
    
    
    11.82Granted
    
    
    
    
    
    
    
    
    
    
    8,300
    
    
    
    13.45Exercised
    
    
    (7,932
    )
    
    
    13.16
    
    
    
    (1,727
    )
    
    
    10.54Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding at end of year
    
    
    2,279
    
    
    
    11.82
    
    
    
    8,852
    
    
    
    12.95Exercisable at end of year
    
    
    2,279
    
    
    
    11.82
    
    
    
    552
    
    
    
    5.36Long-Term Retention Plan:Outstanding at beginning of year
    
    
    64,443
    
    
    
    25.04
    
    
    
    79,839
    
    
    
    29.75Granted
    
    
    24,857
    
    
    
    34.88
    
    
    
    24,869
    
    
    
    38.48Exercised
    
    
    (8,735
    )
    
    
    8.56
    
    
    
    (12,278
    )
    
    
    6.45Forfeited
    
    
    (726
    )
    
    
    30.02
    
    
    
    (541
    )
    
    
    38.91Outstanding at end of year
    
    
    79,839
    
    
    
    29.75
    
    
    
    91,889
    
    
    
    36.60Exercisable at end of year
    
    
    12,897
    
    
    
    6.45
    
    
    
    14,364
    
    
    
    11.44
  13. Retained Earnings
    F-28




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##### Table of Contents



14. Comprehensive Income
  2008
    
    
    2009
    
    
    2010Net income
    
    Ps.
    7,803,652
    
    
    Ps.
    6,007,143
    
    
    Ps.
    7,683,389Other comprehensive income (loss), net:Foreign currency translation adjustments, net (1)
    
    
    352,726
    
    
    
    (154,482
    )
    
    
    (219,846
    )Unrealized gain on available-for-sale investments, net of income tax
    
    
    
    
    
    
    339,881
    
    
    
    162,864(Loss) gain on equity accounts of investees, net (2)
    
    
    (58,109
    )
    
    
    39,525
    
    
    
    4,598Result from hedge derivative contracts, net of income taxes
    
    
    1,955
    
    
    
    (7,142
    )
    
    
    (98,332
    )Total other comprehensive income (loss), net
    
    
    296,572
    
    
    
    217,782
    
    
    
    (150,716
    )Comprehensive income
    
    Ps.
    8,100,224
    
    
    Ps.
    6,224,925
    
    
    Ps.
    7,532,673
 (1)
    
    The amounts for 2008, 2009 and 2010 are presented net of income tax provision
(benefit) of Ps.148,010, Ps.(70,914) and Ps.(85,496), respectively.(2)
    
    Represents losses or gains in other stockholders equity accounts of equity
investees, as well as other comprehensive income recognized by equity investees.
  Gain
    
    
    Cumulative
    
    
    
    
    
    
    
    
    
    
    Cumulative
    
    
    Cumulative
    
    
    Cumulative(Loss) on
    
    
    Result
    
    
    
    
    
    
    Result from
    
    
    Result from
    
    
    Result from
    
    
    Effect of
    
    
    AccumulatedEquity
    
    
    from Hedge
    
    
    Accumulated
    
    
    Available-
    
    
    Holding
    
    
    Foreign
    
    
    Deferred
    
    
    OtherAccounts of
    
    
    Derivative
    
    
    Monetary
    
    
    For-Sale
    
    
    Non-Monetary
    
    
    Currency
    
    
    Income
    
    
    ComprehensiveInvestees
    
    
    Contracts
    
    
    Result
    
    
    Investments
    
    
    Assets
    
    
    Translation
    
    
    Taxes
    
    
    (Loss) IncomeBalance at
January 1, 2008
    
    Ps.
    4,236,050
    
    
    Ps.
    
    
    
    Ps.
    (35,186
    )
    
    Ps.
    
    
    
    Ps.
    (2,637,316
    )
    
    Ps.
    (1,348,579
    )
    
    Ps.
    (3,224,437
    )
    
    Ps.
    (3,009,468
    )Reclassifications to
retained earnings
    
    
    
    
    
    
    
    
    
    
    35,186
    
    
    
    
    
    
    
    2,637,316
    
    
    
    
    
    
    
    3,224,437
    
    
    
    5,896,939Current year change
    
    
    (58,109
    )
    
    
    1,955
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    352,726
    
    
    
    
    
    
    
    296,572Balance at
December 31, 2008
    
    
    4,177,941
    
    
    
    1,955
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (995,853
    )
    
    
    
    
    
    
    3,184,043Current year change
    
    
    39,525
    
    
    
    (7,142
    )
    
    
    
    
    
    
    339,881
    
    
    
    
    
    
    
    (154,482
    )
    
    
    
    
    
    
    217,782Balance at
December 31, 2009
    
    
    4,217,466
    
    
    
    (5,187
    )
    
    
    
    
    
    
    339,881
    
    
    
    
    
    
    
    (1,150,335
    )
    
    
    
    
    
    
    3,401,825Current year change
    
    
    4,598
    
    
    
    (98,332
    )
    
    
    
    
    
    
    162,864
    
    
    
    
    
    
    
    (219,846
    )
    
    
    
    
    
    
    (150,716
    )Balance at
December 31, 2010
    
    Ps.
    4,222,064
    
    
    Ps.
    (103,519
    )
    
    Ps.
    
    
    
    Ps.
    502,745
    
    
    Ps.
    
    
    
    Ps.
    (1,370,181
    )
    
    Ps.
    
    
    
    Ps.
    3,251,109
  F-29




---



##### Table of Contents



15. Non-controlling Interest
  2009
    
    
    2010Capital stock (1)
    
    Ps.
    2,235,945
    
    
    Ps.
    2,186,745Additional paid-in capital(1)
    
    
    2,767,260
    
    
    
    2,770,593Legal reserve
    
    
    140,259
    
    
    
    141,756Retained earnings from prior years (2)
    
    
    571,959
    
    
    
    876,877Net income for the year (2)
    
    
    575,554
    
    
    
    832,538Accumulated other comprehensive income:Cumulative result from hedge derivative contracts, net of income taxes
    
    
    (23,546
    )
    
    
    (49,419
    )Cumulative result from foreign currency translation
    
    
    4,926
    
    
    
    2,082Other
    
    
    29,995
    
    
    
    32,106Ps.
    6,302,352
    
    
    Ps.
    6,793,278
 (1)
    
    In June 2009 and March 2011, the stockholders of Empresas Cablevisión made capital
contributions in cash to increase the capital stock of this Companys subsidiary in the
aggregate amount of Ps.3,699,652 and Ps.3,000,000, respectively, of which Ps.1,811,800 and
Ps.1,469,165, respectively, was contributed by the non-controlling interest.(2)
    
    In 2009, 2010 and March 2011, the holding companies of the Sky segment paid a
dividend to its equity owners in the aggregate amount of Ps.2,750,000, Ps.500,000, and
Ps.1,250,000, respectively, of which Ps.1,136,669, Ps.206,667 and Ps.516,667 were paid to its
non-controlling equity owners.
 16. Transactions with Related Parties
  2008
    
    
    2009
    
    
    2010Revenues:Programming production and transmission rights (a)
    
    Ps.
    69,911
    
    
    Ps.
    14,482
    
    
    Ps.
    6,665Administrative services(b)
    
    
    80,297
    
    
    
    37,320
    
    
    
    34,232Advertising (c)
    
    
    60,647
    
    
    
    54,026
    
    
    
    15,435Interest income
    
    
    
    
    
    
    2,105
    
    
    
    18,613Ps.
    210,855
    
    
    Ps.
    107,933
    
    
    Ps.
    74,945Costs:Donations
    
    Ps.
    72,617
    
    
    Ps.
    107,842
    
    
    Ps.
    104,256Administrative services (b)
    
    
    16,577
    
    
    
    27,750
    
    
    
    17,457Technical services (d)
    
    
    93,321
    
    
    
    103,909
    
    
    
    119,394Other
    
    
    13,478
    
    
    
    47,897
    
    
    
    130,966Ps.
    195,993
    
    
    Ps.
    287,398
    
    
    Ps.
    372,073
 (a)
    
    Services rendered to OCEN and Volaris in 2008 and La Sexta in 2009 and 2010.(b)
    
    The Group receives revenue from and is charged by affiliates for various services,
such as equipment rental, security and other services, at rates which are negotiated. The
Group provides management services to affiliates, which reimburse the Group for the incurred
payroll and related expenses.(c)
    
    Advertising services rendered to OCEN and Volaris in 2008 and 2009, and OCEN and
Editorial Clío, Libros y Videos, S.A. de C.V. (Editorial Clío) in 2010.(d)
    
    In 2008, 2009 and 2010, Sky received services from a subsidiary of DirecTV Latin
America for play-out, uplink and downlink of signals.
  F-30




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##### Table of Contents



(1)
    
    A consulting firm owned by a relative of one of the Groups directors, which has provided
consulting services and research in connection with the effects of the Groups programming on
its viewing audience. Total fees for such services during 2008 and 2009 amounted to Ps.20,811
and Ps.21,215, respectively.
 (2)
    
    From time to time, a Mexican bank made loans to the Group, on terms substantially similar to
those offered by the bank to third parties. Some members of the Groups Board serve as board
members of this bank.
 (3)
    
    Two of the Groups directors are members of the board as well as stockholders of a Mexican
company, which is a producer, distributor and exporter of beer in Mexico. Such company
purchases advertising services from the Group in connection with the promotion of its products
from time to time, paying rates applicable to third-party advertisers for these advertising
services.
 (4)
    
    Several other members of the Companys current board serve as members of the boards and/or
are stockholders of other companies, some of which purchased advertising services from the
Group in connection with the promotion of their respective products and services, paying rates
applicable to third-party advertisers for these advertising services.
 (5)
    
    During 2008, 2009 and 2010, a professional services firm in which a current director of the
Company is a partner on leave of absence and does not currently
receive any form of compensation from, or participates in any way in,
the profits of such firm,   provided legal advisory services to the Group in connection with
various corporate matters. Total fees for such services amounted to Ps.15,550, Ps.13,459 and
Ps.19,669, respectively.
 (6)
    
    A television production company, indirectly controlled by a company where a member of the
board and executive of the Company is a stockholder, provided production services to the Group
in 2008, in the amount of Ps.973.
 (7)
    
    During 2008 and 2009 the Group paid sale commissions to a company where a member of the board
and executive of the Company is a stockholder, in the amount of Ps.8,731 and Ps.723,
respectively.
 (8)
    
    During 2008, 2009 and 2010, a company in which a current director and executive of the
Company is a stockholder, purchased unsold advertising from the Group for a total of
Ps.234,296, Ps.233,707 and Ps.301,259, respectively.
 (9)
    
    During 2009 and 2010, a professional services firm in which two current directors of the
Company maintain an interest provided finance advisory services to the Group in connection
with various corporate matters. Total fees for such services amounted to Ps.13,854 and
Ps.347,005, respectively.
    F-31




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17. Other Expense, Net
  2008
    
    
    2009
    
    
    2010Loss (gain) on disposition of investments, net(1)
    
    Ps.
    12,931
    
    
    Ps.
    (90,565
    )
    
    Ps.
    (1,200,794
    )Donations (see Note 16)
    
    
    78,856
    
    
    
    133,325
    
    
    
    124,100Financial advisory and professional services (2)
    
    
    21,532
    
    
    
    188,825
    
    
    
    606,922Employees profit sharing (3)
    
    
    27,345
    
    
    
    37,033
    
    
    
    25,548Loss on disposition of property and equipment
    
    
    45,394
    
    
    
    233,540
    
    
    
    394,319Impairment adjustments (4)
    
    
    609,595
    
    
    
    1,160,094
    
    
    
    250,581Loss on early retirement of Senior Guaranteed Notes (5)
    
    
    
    
    
    
    
    
    
    
    134,458Other, net
    
    
    156,486
    
    
    
    102,594
    
    
    
    231,987Ps.
    952,139
    
    
    Ps.
    1,764,846
    
    
    Ps.
    567,121
 (1)
    
    In 2010 includes a net gain on disposition of a 25% stake in common stock of
Volaris, and a 50% stake in the equity of TuTv in the amount of Ps.783,981 and Ps.679,651,
respectively (see Note 2).(2)
    
    Includes financial advisory services in connection with contemplated dispositions
and strategic planning projects and professional services in connection with certain
litigation and other matters, net in 2008 of other income for Ps.284,472 related to certain
payments from Univision that had previously been recorded by the Group as customer deposits
and advances (Ps.236,032) as well as a settlement amount of U.S.$3.5 million (Ps.48,440) paid
by Univision to the Company (see Notes 2, 11 and 16).(3)
    
    The Mexican companies in the Group are required by law to pay employees, in addition
to their agreed compensation and benefits, employees profit sharing at the statutory rate of
10% based on their respective taxable incomes (calculated without reference to inflation
adjustments and tax loss carryforwards).(4)
    
    During 2008, 2009 and 2010, the Group tested for impairment the carrying value of
certain trademarks of its Publishing segment, as well as goodwill of certain businesses of its
Television Broadcasting, Cable and Telecom and Publishing segments. As a result of such
testing, impairment adjustments were made to trademarks and goodwill in 2008, 2009 and 2010
(see Note 7).(5)
    
    Includes in 2010 a premium paid in the amount of U.S.$8.2 million (Ps.100,982) and
unamortized financing costs of Ps.33,476 in connection with the prepayment of the Guaranteed
Senior Notes of Cablemás (see Note 8).
 18. Integral Cost of Financing, Net
  2008
    
    
    2009
    
    
    2010Interest expense (1)
    
    Ps.
    2,816,369
    
    
    Ps.
    3,136,411
    
    
    Ps.
    3,615,276Interest income
    
    
    (1,299,789
    )
    
    
    (1,053,411
    )
    
    
    (1,047,505
    )Foreign exchange (gain) loss, net (2)
    
    
    (685,698
    )
    
    
    890,254
    
    
    
    460,874Ps.
    830,882
    
    
    Ps.
    2,973,254
    
    
    Ps.
    3,028,645
 (1)
    
    Interest expense includes a net loss from related derivative contracts of Ps.1,741,
Ps.123,242 and Ps.255,420 in 2008, 2009, and 2010, respectively (see Notes 8 and 9).(2)
    
    Includes in 2008, 2009 and 2010, a net (gain) loss from foreign currency derivative
contracts of Ps.(889,562), Ps.529,621 and Ps.516,381, respectively.
 19. Income Taxes
    F-32




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2008
    
    
    2009
    
    
    2010Income taxes, current
    
    Ps.
    3,146,339
    
    
    Ps.
    4,040,332
    
    
    Ps.
    3,967,007Income taxes, deferred
    
    
    417,856
    
    
    
    (919,588
    )
    
    
    (708,021
    )Ps.
    3,564,195
    
    
    Ps.
    3,120,744
    
    
    Ps.
    3,258,986
  %
    
    
    %
    
    
    %2008
    
    
    2009
    
    
    2010Statutory income tax rate
    
    
    28
    
    
    
    28
    
    
    
    30Differences in inflation adjustments for tax and book purposes
    
    
    1
    
    
    
    
    
    
    
    2Unconsolidated income tax
    
    
    1
    
    
    
    1
    
    
    
    Non-controlling interest
    
    
    
    
    
    
    1
    
    
    
    Special tax consolidation items
    
    
    
    
    
    
    
    
    
    
    (9
    )Changes in valuation allowances:Asset tax
    
    
    (3
    )
    
    
    
    
    
    
    Tax loss carryforwards
    
    
    
    
    
    
    1
    
    
    
    4Goodwill
    
    
    
    
    
    
    2
    
    
    
    Foreign operations
    
    
    4
    
    
    
    (1
    )
    
    
    (3
    )Equity in losses of affiliates, net
    
    
    2
    
    
    
    2
    
    
    
    1Tax losses of subsidiaries, net
    
    
    
    
    
    
    (4
    )
    
    
    Flat rate business tax
    
    
    (4
    )
    
    
    2
    
    
    
    3Effective income tax rate
    
    
    29
    
    
    
    32
    
    
    
    28
  Amount
    
    
    ExpirationOperating tax loss carryforwards:Unconsolidated:Mexican subsidiaries(1)
    
    Ps.
    3,148,020
    
    
    From 2011 to 2020Non-Mexican subsidiaries(2)
    
    
    4,256,489
    
    
    From 2011 to 2029Ps.
    7,404,509
 (1)
    
    During 2008, 2009 and 2010, certain Mexican subsidiaries utilized unconsolidated
operating tax loss carryforwards of Ps.699,845, Ps.1,254,029 and Ps.2,467,930, respectively.
In 2008, 2009 and 2010, the carryforwards amounts include the operating tax loss carryforwards
related to the noncontrolling interest of Sky.(2)
    
    Approximately for the equivalent of U.S.$344.4 million related to losses from
subsidiaries in Europe, South America and the United States.
  F-33




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##### Table of Contents



2009
    
    
    2010Assets:Accrued liabilities
    
    Ps.
    884,255
    
    
    Ps.
    1,369,786Goodwill
    
    
    1,396,040
    
    
    
    1,468,497Tax loss carryforwards
    
    
    897,152
    
    
    
    944,406Allowance for doubtful accounts
    
    
    428,605
    
    
    
    456,326Customer advances
    
    
    839,012
    
    
    
    834,743Other items
    
    
    447,936
    
    
    
    542,337Liabilities:Inventories
    
    
    (379,286
    )
    
    
    (400,173
    )Property, plant and equipment, net
    
    
    (1,365,307
    )
    
    
    (1,389,794
    )Prepaid expenses
    
    
    (1,619,263
    )
    
    
    (1,503,034
    )Tax losses of subsidiaries, net (a)
    
    
    (161,686
    )
    
    
    (49,911
    )Deferred income taxes of Mexican companies
    
    
    1,367,458
    
    
    
    2,273,183Deferred income taxes of foreign subsidiaries
    
    
    160,462
    
    
    
    640,184Asset tax
    
    
    925,496
    
    
    
    1,444,041Flat rate business tax
    
    
    23,097
    
    
    
    28,735Valuation allowances(b)
    
    
    (3,826,622
    )
    
    
    (4,837,579
    )Dividends distributed among Groups entities (a) (c)
    
    
    (548,503
    )
    
    
    (413,454
    )Deferred income tax liability, net
    
    Ps.
    (1,898,612
    )
    
    Ps.
    (864,890
    )Deferred tax liability current portion (d)
    
    Ps.
    (133,231
    )
    
    Ps.
    (183,093
    )Deferred tax liability long-term
    
    
    (1,765,381
    )
    
    
    (681,797
    )Ps.
    (1,898,612
    )
    
    Ps.
    (864,890
    )
 (a)
    
    In 2009, reflects the effects of income tax payable in connection with the 2010
Mexican Tax reform.(b)
    
    Reflects valuation allowances of foreign subsidiaries of Ps.607,934 and Ps.1,050,442
as of December 31, 2009 and 2010, respectively.(c)
    
    Income tax provision recorded in December 2009 as an adjustment to retained
earnings.(d)
    
    Income tax provision accounted for as taxes payable in the consolidated balance
sheet as of December 31, 2009 and 2010.  Tax LossCarryforwards
    
    
    Asset Tax
    
    
    Goodwill
    
    
    TotalBalance at beginning of year
    
    Ps.
    (1,505,086
    )
    
    Ps.
    (925,496
    )
    
    Ps.
    (1,396,040
    )
    
    Ps.
    (3,826,622
    )Increases
    
    
    (423,412
    )
    
    
    (520,477
    )
    
    
    (67,068
    )
    
    
    (1,010,957
    )Balance at end of year
    
    Ps.
    (1,928,498
    )
    
    Ps.
    (1,445,973
    )
    
    Ps.
    (1,463,108
    )
    
    Ps.
    (4,837,579
    )
  Credit to stockholders equity
    
    Ps.
    (73,020
    )Credit to the provision for deferred income tax
    
    
    (708,021
    )Credit to other expense, net
    
    
    (5,857
    )Credit to cash and cash equivalents
    
    
    (246,824
    )Ps.
    (1,033,722
    )
  F-34




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##### Table of Contents



20. Earnings per CPO/Share
  2008
    
    
    2009
    
    
    2010Total Shares
    
    
    329,579,613
    
    
    
    329,304,371
    
    
    
    326,849,555CPOs
    
    
    2,364,642
    
    
    
    2,362,289
    
    
    
    2,341,308Shares not in the form of CPO units:Series A Shares
    
    
    52,915,849
    
    
    
    52,915,849
    
    
    
    52,915,849Series B Shares
    
    
    187
    
    
    
    187
    
    
    
    187Series D Shares
    
    
    239
    
    
    
    239
    
    
    
    239Series L Shares
    
    
    239
    
    
    
    239
    
    
    
    239
  2008
    
    
    2009
    
    
    2010Per Each
    
    
    
    
    
    
    Per Each
    
    
    
    
    
    
    Per EachSeries A, B,
    
    
    
    
    
    
    Series A, B,
    
    
    
    
    
    
    Series A, B,Per
    
    
    D and L
    
    
    Per
    
    
    D and L
    
    
    Per
    
    
    D and LCPO
    
    
    Share
    
    
    CPO
    
    
    Share
    
    
    CPO
    
    
    ShareControlling interest net income
    
    Ps.
    2.77
    
    
    Ps.
    0.02
    
    
    Ps.
    2.14
    
    
    Ps.
    0.02
    
    
    Ps.
    2.75
    
    
    Ps.
    0.02
 21. Foreign Currency Position
  ForeignCurrencyAmounts
    
    
    Year-End
    
    
    Mexican(Thousands)
    
    
    Exchange Rate
    
    
    PesosAssets:U.S. Dollars
    
    
    2,705,002
    
    
    Ps.
    12.3576
    
    
    Ps.
    33,427,333Euros
    
    
    84,495
    
    
    
    16.4838
    
    
    
    1,392,799Argentinean Pesos
    
    
    158,839
    
    
    
    3.1080
    
    
    
    493,672Chilean Pesos
    
    
    9,159,848
    
    
    
    0.0264
    
    
    
    241,820Colombian Pesos
    
    
    18,995,329
    
    
    
    0.0064
    
    
    
    121,570Other currencies
    
    
    
    
    
    
    
    
    
    
    200,478Liabilities:U.S. Dollars
    
    
    2,934,741
    
    
    Ps.
    12.3576
    
    
    Ps.
    36,266,355Euros
    
    
    6,809
    
    
    
    16.4838
    
    
    
    112,238Argentinean Pesos
    
    
    77,175
    
    
    
    3.1080
    
    
    
    239,860Chilean Pesos
    
    
    15,917,841
    
    
    
    0.0264
    
    
    
    420,231Colombian Pesos
    
    
    21,193,475
    
    
    
    0.0064
    
    
    
    135,638Other currencies
    
    
    
    
    
    
    
    
    
    
    82,384
   F-35




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##### Table of Contents



22. Segment Information
   Television Broadcasting
  Pay Television Networks
  Programming Exports
  Publishing
  Sky
  Cable and Telecom
  Other Businesses
   F-36




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##### Table of Contents



Total
    
    
    Intersegment
    
    
    Consolidated
    
    
    SegmentRevenues
    
    
    Revenues
    
    
    Revenues
    
    
    Income (Loss)2008:Television Broadcasting
    
    Ps.
    21,460,653
    
    
    Ps.
    296,012
    
    
    Ps.
    21,164,641
    
    
    Ps.
    10,504,876Pay Television Networks
    
    
    2,212,502
    
    
    
    692,388
    
    
    
    1,520,114
    
    
    
    1,378,152Programming Exports
    
    
    2,437,237
    
    
    
    26,410
    
    
    
    2,410,827
    
    
    
    1,076,769Publishing
    
    
    3,700,361
    
    
    
    14,436
    
    
    
    3,685,925
    
    
    
    648,626Sky
    
    
    9,162,172
    
    
    
    8,010
    
    
    
    9,154,162
    
    
    
    4,416,783Cable and Telecom
    
    
    6,623,367
    
    
    
    6,271
    
    
    
    6,617,096
    
    
    
    2,134,813Other Businesses
    
    
    3,498,615
    
    
    
    79,102
    
    
    
    3,419,513
    
    
    
    (242,812
    )Segment totals
    
    
    49,094,907
    
    
    
    1,122,629
    
    
    
    47,972,278
    
    
    
    19,917,207Reconciliation to consolidated
amounts:Eliminations and corporate expenses
    
    
    (1,122,629
    )
    
    
    (1,122,629
    )
    
    
    
    
    
    
    (478,285
    )Depreciation and amortization expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,311,115
    )Consolidated total
    
    Ps.
    47,972,278
    
    
    Ps.
    
    
    
    Ps.
    47,972,278
    
    
    Ps.
    15,127,807
    (1)2009:Television Broadcasting
    
    Ps.
    21,561,636
    
    
    Ps.
    163,054
    
    
    Ps.
    21,398,582
    
    
    Ps.
    10,323,899Pay Television Networks
    
    
    2,736,579
    
    
    
    795,139
    
    
    
    1,941,440
    
    
    
    1,660,364Programming Exports
    
    
    2,845,918
    
    
    
    16,915
    
    
    
    2,829,003
    
    
    
    1,437,220Publishing
    
    
    3,356,056
    
    
    
    15,510
    
    
    
    3,340,546
    
    
    
    190,709Sky
    
    
    10,005,216
    
    
    
    15,227
    
    
    
    9,989,989
    
    
    
    4,478,847Cable and Telecom
    
    
    9,241,787
    
    
    
    65,174
    
    
    
    9,176,613
    
    
    
    2,971,868Other Businesses
    
    
    3,771,444
    
    
    
    95,116
    
    
    
    3,676,328
    
    
    
    (318,201
    )Segment totals
    
    
    53,518,636
    
    
    
    1,166,135
    
    
    
    52,352,501
    
    
    
    20,744,706Reconciliation to consolidated
amounts:Eliminations and corporate expenses
    
    
    (1,166,135
    )
    
    
    (1,166,135
    )
    
    
    
    
    
    
    (658,249
    )Depreciation and amortization expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,929,589
    )Consolidated total
    
    Ps.
    52,352,501
    
    
    Ps.
    
    
    
    Ps.
    52,352,501
    
    
    Ps.
    15,156,868
    (1)2010:Television Broadcasting
    
    Ps.
    22,750,082
    
    
    Ps.
    396,300
    
    
    Ps.
    22,353,782
    
    
    Ps.
    10,714,296Pay Television Networks
    
    
    3,146,172
    
    
    
    504,360
    
    
    
    2,641,812
    
    
    
    1,622,022Programming Exports
    
    
    3,074,766
    
    
    
    6,639
    
    
    
    3,068,127
    
    
    
    1,503,640Publishing
    
    
    3,229,588
    
    
    
    66,795
    
    
    
    3,162,793
    
    
    
    425,296Sky
    
    
    11,248,160
    
    
    
    50,116
    
    
    
    11,198,044
    
    
    
    5,074,517Cable and Telecom
    
    
    11,814,196
    
    
    
    61,654
    
    
    
    11,752,542
    
    
    
    3,907,172Other Businesses
    
    
    3,812,476
    
    
    
    132,748
    
    
    
    3,679,728
    
    
    
    (184,038
    )Segment totals
    
    
    59,075,440
    
    
    
    1,218,612
    
    
    
    57,856,828
    
    
    
    23,062,905Reconciliation to consolidated
amounts:Eliminations and corporate expenses
    
    
    (1,218,612
    )
    
    
    (1,218,612
    )
    
    
    
    
    
    
    (900,971
    )Depreciation and amortization expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,579,325
    )Consolidated total
    
    Ps.
    57,856,828
    
    
    Ps.
    
    
    
    Ps.
    57,856,828
    
    
    Ps.
    15,582,609
    (1)
 (1)
    
    Consolidated totals represent consolidated operating income. Accounting Policies
   F-37




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##### Table of Contents



Intersegment Revenue
   Allocation of General and Administrative Expenses
   Additions toSegment
    
    
    Segment
    
    
    Property,Assets
    
    
    Liabilities
    
    
    Plant andat Year-End
    
    
    at Year-End
    
    
    Equipment2008:Continuing operations:Television operations (1)
    
    Ps.
    74,632,445
    
    
    Ps.
    27,221,506
    
    
    Ps.
    1,126,784Publishing
    
    
    3,571,663
    
    
    
    875,531
    
    
    
    82,747Sky
    
    
    10,692,386
    
    
    
    6,814,814
    
    
    
    1,273,819Cable and Telecom
    
    
    19,024,327
    
    
    
    11,037,061
    
    
    
    2,144,334Other Businesses
    
    
    5,272,716
    
    
    
    1,616,955
    
    
    
    563,762Total
    
    Ps.
    113,193,537
    
    
    Ps.
    47,565,867
    
    
    Ps.
    5,191,4462009:Continuing operations:Television operations (1)
    
    Ps.
    74,038,118
    
    
    Ps.
    29,299,493
    
    
    Ps.
    1,430,521Publishing
    
    
    3,096,383
    
    
    
    765,645
    
    
    
    19,788Sky
    
    
    9,705,015
    
    
    
    6,852,274
    
    
    
    1,727,163Cable and Telecom
    
    
    24,338,625
    
    
    
    9,769,453
    
    
    
    3,205,784Other Businesses
    
    
    5,895,410
    
    
    
    1,808,245
    
    
    
    271,656Total
    
    Ps.
    117,073,551
    
    
    Ps.
    48,495,110
    
    
    Ps.
    6,654,9122010:Continuing operations:Television operations (1)
    
    Ps.
    66,808,602
    
    
    Ps.
    27,100,859
    
    
    Ps.
    1,581,920Publishing
    
    
    2,760,671
    
    
    
    600,898
    
    
    
    8,910Sky
    
    
    11,772,696
    
    
    
    7,280,103
    
    
    
    5,454,219Cable and Telecom
    
    
    25,177,882
    
    
    
    6,765,277
    
    
    
    5,508,618Other Businesses
    
    
    5,583,729
    
    
    
    1,761,387
    
    
    
    207,979Total
    
    Ps.
    112,103,580
    
    
    Ps.
    43,508,524
    
    
    Ps.
    12,761,646
 (1)
    
    Segment assets and liabilities information is not maintained by the Group for each
of the Television Broadcasting, Pay Television Networks and Programming Exports segments. In
managements opinion, there is no reasonable or practical basis to make allocations due to the
interdependence of these segments. Consequently, management has presented such information on
a combined basis as television operations.  F-38




---



##### Table of Contents



2009
    
    
    2010Segment assets
    
    Ps.
    117,073,551
    
    
    Ps.
    112,103,580Investments attributable to:Television operations (1)
    
    
    5,171,016
    
    
    
    20,160,554Cable and Telecom
    
    
    211,965
    
    
    
    500,635Other Businesses (2)
    
    
    1,386,679
    
    
    
    1,176,264Goodwill attributable to:Television operations
    
    
    322,719
    
    
    
    385,455Publishing
    
    
    617,203
    
    
    
    393,642Cable and Telecom
    
    
    1,339,542
    
    
    
    1,304,796Other Businesses
    
    
    445,701
    
    
    
    445,701Total assets
    
    Ps.
    126,568,376
    
    
    Ps.
    136,470,627
 (1)
    
    Includes goodwill attributable to equity investments of Ps.49,024 in 2009 (see Note
7).(2)
    
    Includes goodwill attributable to equity investments of Ps.359,613 in 2009 and 2010
(see Note 5).   2009
    
    
    2010Segment liabilities
    
    Ps.
    48,495,110
    
    
    Ps.
    43,508,524Debt not attributable to segments
    
    
    33,601,119
    
    
    
    41,104,342Total liabilities
    
    Ps.
    82,096,229
    
    
    Ps.
    84,612,866
 Geographical segment information:
 Additions toTotal
    
    
    Segment Assets
    
    
    Property, PlantNet Sales
    
    
    at Year-End
    
    
    and Equipment2008:Mexico
    
    Ps.
    41,176,318
    
    
    Ps.
    91,024,558
    
    
    Ps.
    5,029,480Other countries
    
    
    6,795,960
    
    
    
    22,168,979
    
    
    
    161,966Ps.
    47,972,278
    
    
    Ps.
    113,193,537
    
    
    Ps.
    5,191,4462009:Mexico
    
    Ps.
    44,574,144
    
    
    Ps.
    96,678,472
    
    
    Ps.
    6,606,342Other countries
    
    
    7,778,357
    
    
    
    20,395,079
    
    
    
    48,570Ps.
    52,352,501
    
    
    Ps.
    117,073,551
    
    
    Ps.
    6,654,9122010:Mexico
    
    Ps.
    50,203,485
    
    
    Ps.
    107,398,140
    
    
    Ps.
    12,727,312Other countries
    
    
    7,653,343
    
    
    
    4,705,440
    
    
    
    34,334Ps.
    57,856,828
    
    
    Ps.
    112,103,580
    
    
    Ps.
    12,761,646
   F-39




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##### Table of Contents



23. Differences between Mexican FRS and U.S. GAAP
  Reconciliation of Net Income
 2008
    
    
    2009
    
    
    2010Controlling interest net income as reported under Mexican FRS
    
    Ps.
    7,803,652
    
    
    Ps.
    6,007,143
    
    
    Ps.
    7,683,389U.S. GAAP adjustments:(a) Capitalization of financing costs, net of accumulated depreciation
    
    
    105,205
    
    
    
    19,622
    
    
    
    62,560(b) Deferred costs, net of amortization
    
    
    15,818
    
    
    
    
    
    
    
    (c) Deferred debt refinancing costs, net of amortization
    
    
    31,574
    
    
    
    31,317
    
    
    
    31,573(d) Purchase accounting adjustments:Amortization of network affiliation agreements
    
    
    (4,176
    )
    
    
    
    
    
    
    Depreciation of fixed assets
    
    
    (12,118
    )
    
    
    (12,118
    )
    
    
    (12,118
    )Amortization of other assets
    
    
    (5,006
    )
    
    
    (5,006
    )
    
    
    (5,006
    )Impairment of goodwill for Bay City Television
    
    
    427,095
    
    
    
    184,055
    
    
    
    Impairment of goodwill for Editorial Televisa
    
    
    
    
    
    
    (611,977
    )
    
    
    Amortization of subscribers list
    
    
    (156,268
    )
    
    
    (156,268
    )
    
    
    (52,090
    )(h) Production and film costs
    
    
    (133,983
    )
    
    
    (21,338
    )
    
    
    172,282(i) Deferred income taxes and employees profit sharing:Deferred income taxes
    
    
    49,565
    
    
    
    91,356
    
    
    
    (59,159
    )Impact of 2010 Mexican tax reform
    
    
    
    
    
    
    (548,503
    )
    
    
    Deferred employees profit sharing
    
    
    19,065
    
    
    
    7,357
    
    
    
    (31,399
    )(j) Maintenance reserve
    
    
    (18,062
    )
    
    
    
    
    
    
    (k) Non-controlling interest on U.S. GAAP adjustments
    
    
    7,465
    
    
    
    
    
    
    
    Total U.S. GAAP adjustments, net
    
    
    326,174
    
    
    
    (1,021,503
    )
    
    
    106,643Net income attributable to the controlling interest under U.S. GAAP
    
    
    8,129,826
    
    
    
    4,985,640
    
    
    
    7,790,032Net income attributable to the non-controlling interest under U.S. GAAP
    
    
    919,540
    
    
    
    575,554
    
    
    
    832,538Consolidated net income under U.S. GAAP
    
    Ps.
    9,049,366
    
    
    Ps.
    5,561,194
    
    
    Ps.
    8,622,570
  F-40




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##### Table of Contents



Reconciliation of Stockholders Equity
 2009
    
    
    2010Total stockholders equity under Mexican FRS
    
    Ps.
    44,472,147
    
    
    Ps.
    51,857,761U.S. GAAP adjustments:(a) Capitalization of financing costs, net of accumulated depreciation
    
    
    (631,266
    )
    
    
    (568,706
    )(c) Deferred debt refinancing costs, net of amortization
    
    
    (478,941
    )
    
    
    (447,368
    )(d) Purchase accounting adjustments:Broadcast license
    
    
    119,913
    
    
    
    119,913Fixed assets
    
    
    18,171
    
    
    
    6,053Other assets
    
    
    35,451
    
    
    
    30,445Goodwill on acquisition of non-controlling interest in Editorial Televisa
    
    
    746,451
    
    
    
    746,451Subscribers list
    
    
    52,090
    
    
    
    Goodwill on acquisition of non-controlling interest in Sky
    
    
    86,236
    
    
    
    86,236(e) Goodwill and other intangible assets:Reversal of Mexican FRS goodwill amortization
    
    
    140,380
    
    
    
    140,380Reversal of Mexican FRS amortization of intangible assets with indefinite lives
    
    
    109,988
    
    
    
    109,988(f) Equity method investees:OCEN
    
    
    (2,446
    )
    
    
    (2,446
    )Cablemás
    
    
    (25,057
    )
    
    
    (25,057
    )(g) Pension plan and seniority premiums
    
    
    111,890
    
    
    
    3,754(h) Production and film costs
    
    
    (1,670,093
    )
    
    
    (1,497,811
    )(i) Deferred income taxes and employees profit sharing:Deferred income taxes
    
    
    732,836
    
    
    
    706,118Deferred employees profit sharing
    
    
    (121,857
    )
    
    
    (153,256
    )(k) Non-controlling interest
    
    
    (6,338,862
    )
    
    
    (6,829,788
    )Total U.S. GAAP adjustments, net
    
    
    (7,115,116
    )
    
    
    (7,575,094
    )Controlling interest under U.S. GAAP
    
    
    37,357,031
    
    
    
    44,282,667Non-controlling interest under U.S. GAAP
    
    
    6,338,862
    
    
    
    6,829,788Total stockholders equity under U.S. GAAP
    
    Ps.
    43,695,893
    
    
    Ps.
    51,112,455
  Changes in U.S. GAAP stockholders equity
    
    2009
    
    
    2010Balance at January 1,
    
    Ps.
    46,808,548
    
    
    Ps.
    43,695,893Net income for the year attributable to the controlling interest
    
    
    4,985,640
    
    
    
    7,790,032Repurchase of capital stock
    
    
    (759,003
    )
    
    
    (1,357,072
    )Dividends paid to the controlling interest
    
    
    (9,163,857
    )
    
    
    Sale of capital stock under stock-based compensation plan
    
    
    81,818
    
    
    
    83,050Stock based compensation
    
    
    371,783
    
    
    
    556,711Net loss on acquisition of non-controlling interest in Cablemás and Cablestar
    
    
    (56,210
    )
    
    
    Gain on acquisition of non-controlling interest in a subsidiary of Sky
    
    
    
    
    
    
    79,326Other comprehensive income:Changes in other comprehensive income of equity investees
    
    
    39,525
    
    
    
    4,598Cumulative result from hedge derivative contracts, net of income tax
    
    
    (7,142
    )
    
    
    (98,332
    )Change in fair value of available-for-sale financial assets, net of income tax
    
    
    339,881
    
    
    
    162,864Foreign currency translation, net of income tax
    
    
    (154,482
    )
    
    
    (219,846
    )Pension and post retirement, net of income tax
    
    
    139,874
    
    
    
    (75,695
    )Non-controlling interest
    
    
    1,069,518
    
    
    
    490,926Balance at December 31,
    
    Ps.
    43,695,893
    
    
    Ps.
    51,112,455
  F-41




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##### Table of Contents



(a) Capitalization of Financing Costs, Net of Accumulated Depreciation
   (b) Deferred Costs, Net of Amortization
   (c) Deferred Debt Refinancing Costs, Net of Amortization
   (d) Purchase Accounting Adjustments
    F-42




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##### Table of Contents



(e) Goodwill and Other Intangible Assets
    2009
    
    
    2010Consolidated subsidiaries:Television Broadcasting(1)
    
    Ps.
    337,094
    
    
    Ps.
    423,907Cable and
Telecom(2)
    
    
    1,339,543
    
    
    
    1,304,797Publishing(3)
    
    
    1,370,184
    
    
    
    1,146,623Other
segments(2)
    
    
    179,301
    
    
    
    155,224Equity
method investees(3)
    
    
    521,134
    
    
    
    472,110Ps.
    3,747,256
    
    
    Ps.
    3,502,661
 (1)
    
    Increase relates to a minor acquisition in the Television Broadcasting segment (see Note 7).(2)
    
    Decreases relate to minor adjustments/reclassifications (see Note 7).(3)
    
    Decreases relate to impairments as described below.  F-43




---



##### Table of Contents



Cable and Telecom  Goodwill
 2009
    
    
    2010Balance at beginning of year
    
    Ps.
    4,259,514
    
    
    Ps.
    1,339,543Adjustments/Reclassifications (1)
    
    
    (2,167,533
    )
    
    
    (34,746
    )Impairments
    
    
    (752,438
    )
    
    
    Balance at end of year
    
    Ps.
    1,339,543
    
    
    Ps.
    1,304,797
 (1)
    
    Reflects the final valuation and purchase price allocation of Cablemás in December 2009 (see Note 2).   Publishing  Goodwill
 2009
    
    
    2010Balance at beginning of year
    
    Ps.
    2,058,548
    
    
    Ps.
    1,370,184Foreign currency translation adjustments
    
    
    (1,517
    )
    
    
    Adjustments/Reclassifications
    
    
    (48,757
    )
    
    
    Impairments
    
    
    (638,090
    )
    
    
    (223,561
    )Balance at end of year
    
    Ps.
    1,370,184
    
    
    Ps.
    1,146,623
   Publishing  Trademarks
 2009
    
    
    2010Balance at beginning of year
    
    Ps.
    681,041
    
    
    Ps.
    523,692Acquisitions
    
    
    48,232
    
    
    
    Foreign currency translation adjustments
    
    
    (8,093
    )
    
    
    (283
    )Adjustments/reclassifications
    
    
    
    
    
    
    3,667Impairments
    
    
    (197,488
    )
    
    
    Balance at end of year
    
    Ps.
    523,692
    
    
    Ps.
    527,076
  F-44




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##### Table of Contents



December 31, 2009
    
    
    December 31, 2010Accumulated
    
    
    
    
    
    
    
    
    
    
    AccumulatedImpairment
    
    
    Carrying
    
    
    
    
    
    
    Impairment
    
    
    CarryingGross
    
    
    Charges
    
    
    Value
    
    
    Gross
    
    
    Charges
    
    
    ValueBalance at beginning of year
    
    Ps.
    7,867,461
    
    
    Ps.
    (537,427
    )
    
    Ps.
    7,330,034
    
    
    Ps.
    5,675,211
    
    
    Ps.
    (1,927,955
    )
    
    Ps.
    3,747,256Adjustments and other changes
    
    
    (2,192,250
    )
    
    
    (1,390,528
    )
    
    
    (3,582,778
    )
    
    
    5,986
    
    
    
    (250,581
    )
    
    
    (244,595
    )Balance at end of year
    
    Ps.
    5,675,211
    
    
    Ps.
    (1,927,955
    )
    
    Ps.
    3,747,256
    
    
    Ps.
    5,681,197
    
    
    Ps.
    (2,178,536
    )
    
    Ps.
    3,502,661
  2009
    
    
    2010Trademarks (1)(2)
    
    Ps.
    1,282,539
    
    
    Ps.
    1,414,864Television
network concession
(1)
    
    
    742,607
    
    
    
    742,607Cablemás concessions (1)
    
    
    1,052,190
    
    
    
    1,052,190TVI concession (1)
    
    
    262,925
    
    
    
    262,925Telecom concession (1)
    
    
    778,970
    
    
    
    767,682Sky concession (1)
    
    
    96,042
    
    
    
    96,042Network affiliation agreements (1)
    
    
    119,913
    
    
    
    119,913Licenses and software
    
    
    845,856
    
    
    
    784,370Subscriber list
    
    
    1,531,085
    
    
    
    1,184,312Deferred financing costs
    
    
    536,774
    
    
    
    534,735Other
    
    
    639,211
    
    
    
    534,306Ps.
    7,888,112
    
    
    Ps.
    7,493,946
 (1)
    
    Indefinite-lived.(2)
    
    Increase relates to the net effect of a minor acquisition and
adjustments/reclassifications recognized for both Mexican FRS and U.S.
GAAP purposes (see Note 7).  (f) Equity Method Investees
 Cablemás
   F-45




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##### Table of Contents



BMP
    (g) Pension Plan and Seniority Premiums
  Plan Assets or Liability at December 31
  2009
    
    
    2010Projected benefit obligation
    
    Ps.
    1,427,478
    
    
    Ps.
    1,635,196Plan assets (see Note 10)
    
    
    (1,749,629
    )
    
    
    (1,783,737
    )Funded status
    
    
    (322,151
    )
    
    
    (148,541
    )Prepaid pension asset
    
    
    (322,151
    )
    
    
    (148,541
    )Severance indemnities  projected benefit obligation
    
    
    557,251
    
    
    
    574,930Balance sheet liability
    
    Ps.
    235,100
    
    
    Ps.
    426,389Change in benefit obligation:Projected benefit obligation at beginning of year
    
    Ps.
    1,372,154
    
    
    Ps.
    1,427,478Service cost
    
    
    87,417
    
    
    
    89,983Interest cost
    
    
    107,207
    
    
    
    108,799Actuarial gain
    
    
    (105,091
    )
    
    
    68,056Acquisition
    
    
    2,933
    
    
    
    Benefits paid
    
    
    (37,142
    )
    
    
    (59,120
    )Projected benefit obligation at end of year
    
    Ps.
    1,427,478
    
    
    Ps.
    1,635,196
  F-46




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##### Table of Contents



Pension and Seniority Premiums Plan Assets
     Percentage of PlanAssets as of December 31,2009
    
    
    2010Equity securities
    
    
    46.0
    %
    
    
    17.1
    %Fixed rate instruments
    
    
    54.0
    %
    
    
    82.9
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
   Quoted Prices in
    
    
    Internal
    
    
    Internal ModelsBalance
    
    
    Active Markets
    
    
    Models with
    
    
    with Significantas of
    
    
    for Identical
    
    
    Significant
    
    
    UnobservableDecember 31,
    
    
    Assets
    
    
    Observable Inputs
    
    
    Inputs2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Common stocks (1)
    
    Ps.
    779,920
    
    
    Ps.
    779,920
    
    
    Ps.
    
    
    
    Ps.
    Mutual funds
(fixed rate instruments) (2)
    
    
    497,736
    
    
    
    497,736
    
    
    
    
    
    
    
    Money market
securities (3)
    
    
    446,973
    
    
    
    446,973
    
    
    
    
    
    
    
    Other equity securities
    
    
    25,000
    
    
    
    
    
    
    
    25,000
    
    
    
    Total investment assets
    
    Ps.
    1,749,629
    
    
    Ps.
    1,724,629
    
    
    Ps.
    25,000
    
    
    Ps.
    Quoted Prices in
    
    
    Internal
    
    
    Internal ModelsBalance
    
    
    Active Markets
    
    
    Models with
    
    
    with Significantas of
    
    
    for Identical
    
    
    Significant
    
    
    UnobservableDecember 31,
    
    
    Assets
    
    
    Observable Inputs
    
    
    Inputs2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Common stocks (1)
    
    Ps.
    284,623
    
    
    Ps.
    284,623
    
    
    Ps.
    
    
    
    Ps.
    Mutual funds
(fixed rate instruments) (2)
    
    
    718,017
    
    
    
    718,017
    
    
    
    
    
    
    
    Money market
securities (3)
    
    
    756,097
    
    
    
    756,097
    
    
    
    
    
    
    
    Other equity securities
    
    
    25,000
    
    
    
    
    
    
    
    25,000
    
    
    
    Total investment assets
    
    Ps.
    1,783,737
    
    
    Ps.
    1,758,737
    
    
    Ps.
    25,000
    
    
    Ps.
    
 (1)
    
    Common stocks are valued at the closing price reported on the active market on which the individual securities are traded. All
common stock included in this line item relate to the Groups CPOs.(2)
    
    Mutual funds consist of fixed rate instruments. These are valued at the net asset value provided by the administrator of the fund.(3)
    
    Money market securities consist of government debt securities, which are valued based on observable prices from the new issue
market, benchmark quotes, secondary trading and dealer quotes.   F-47




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##### Table of Contents



2009
    
    
    2010Accumulated other comprehensive (loss) income as of beginning of year (net of income tax)
    
    Ps.
    (61,552
    )
    
    Ps.
    78,323Net gain (loss)
    
    
    128,823
    
    
    
    (109,875
    )Amortization of net gain
    
    
    24,156
    
    
    
    48,904Amortization of prior service cost
    
    
    (13,104
    )
    
    
    (14,724
    )Accumulated other comprehensive income as of end of year (net of income tax)
    
    Ps.
    78,323
    
    
    Ps.
    2,628
  2009
    
    
    2010Prior service costs, net of income tax
    
    Ps.
    (122,950
    )
    
    Ps.
    (99,115
    )Net actuarial gains, net of income tax
    
    
    201,273
    
    
    
    101,743Accumulated other comprehensive income as of end of year (net of income tax)
    
    Ps.
    78,323
    
    
    Ps.
    2,628
 (h) Production and Film Costs
   (i) Deferred Income Taxes and Employees Profit Sharing
    F-48




---



##### Table of Contents



December 31,
    
    
    December 31,2009
    
    
    2010Net deferred income tax liability recorded under Mexican FRS on Mexican FRS
balances (see Note 19)
    
    Ps.
    (1,898,612
    )
    
    Ps.
    (864,890
    )Reclassification of income tax payable related to subsidiaries
    
    
    161,686
    
    
    
    49,911Net deferred income tax amount under ASC 740 applied to Mexican FRS balances
    
    
    (1,736,926
    )
    
    
    (814,979
    )Impact of U.S. GAAP adjustments:Capitalization of financing costs
    
    
    189,380
    
    
    
    170,612Purchase accounting adjustments
    
    
    (67,688
    )
    
    
    (46,923
    )Pension plan and seniority premiums
    
    
    (33,567
    )
    
    
    (1,126
    )Production and film costs
    
    
    501,028
    
    
    
    449,344Deferred debt refinancing costs
    
    
    143,683
    
    
    
    134,211732,836
    
    
    
    706,118Net deferred income tax liability under U.S. GAAP
    
    
    (1,004,090
    )
    
    
    (108,861
    )Less:Deferred income tax amount under ASC 740 applied to Mexican FRS balances
    
    
    (1,736,926
    )
    
    
    (814,979
    )Net deferred income tax liability adjustment required under U.S. GAAP
    
    Ps.
    732,836
    
    
    Ps.
    706,118
  December 31,
    
    
    December 31,2009
    
    
    2010Deferred EPS liability:Current:Inventories
    
    Ps.
    2,047
    
    
    Ps.
    2,879Noncurrent:Property, plant and equipment
    
    
    (91,175
    )
    
    
    (106,051
    )Deferred costs
    
    
    (56,294
    )
    
    
    (58,648
    )Pension plan and seniority premiums
    
    
    39,915
    
    
    
    35,646Other
    
    
    (16,350
    )
    
    
    (27,082
    )Total deferred EPS liability
    
    Ps.
    (121,857
    )
    
    Ps.
    (153,256
    )
  2008
    
    
    2009
    
    
    2010Current:Mexican
    
    Ps.
    2,917,021
    
    
    Ps.
    3,489,807
    
    
    Ps.
    3,389,900Foreign
    
    
    169,448
    
    
    
    246,917
    
    
    
    577,1073,086,469
    
    
    
    3,736,724
    
    
    
    3,967,007Deferred:Mexican
    
    
    428,161
    
    
    
    (158,833
    )
    
    
    (648,862
    )Foreign
    
    
    
    
    
    
    
    
    
    
    428,161
    
    
    
    (158,833
    )
    
    
    (648,862
    )Ps.
    3,514,630
    
    
    Ps.
    3,577,891
    
    
    Ps.
    3,318,145
  F-49




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##### Table of Contents



Mexico
    
    2005 and all following yearsUnited States of America
    
    2007 and all following years for federal tax examinations, and 2005 and all following years for state tax examinationsArgentina
    
    2004 and all following yearsChile
    
    2008 and all following yearsColombia
    
    2008 and all following years, and 2005 and all following years for companies having a tax lossSwitzerland
    
    2009 and all following years
 Impact of 2010 Mexican tax reform
  (j) Maintenance Reserve
  (k) Non-controlling Interest on U.S. GAAP Adjustments
    F-50




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##### Table of Contents



Additional Disclosure Requirements
 Presentation in the Financial Statements  Operating Income
   Year Ended December 31,2008
    
    
    2009
    
    
    2010Net sales
    
    Ps.
    47,972,278
    
    
    Ps.
    52,352,501
    
    
    Ps.
    57,856,828Cost of providing services (exclusive of depreciation and amortization)
    
    
    21,708,070
    
    
    
    23,789,707
    
    
    
    26,122,497Selling, administrative and other expenses
    
    
    7,345,226
    
    
    
    10,406,786
    
    
    
    10,546,552Depreciation and amortization
    
    
    4,427,287
    
    
    
    5,147,715
    
    
    
    6,656,647Income from operations
    
    
    14,491,695
    
    
    
    13,008,293
    
    
    
    14,531,132Integral result of financing, net
    
    
    (740,584
    )
    
    
    (2,877,581
    )
    
    
    (2,926,404
    )Other (expense) income, net
    
    
    (137,181
    )
    
    
    (276,300
    )
    
    
    547,917Income before income taxes, non-controlling interest and equity in earnings
or losses of affiliates
    
    
    13,613,930
    
    
    
    9,854,412
    
    
    
    12,152,645Income tax and assets tax  current and deferred
    
    
    (3,514,630
    )
    
    
    (3,577,891
    )
    
    
    (3,318,145
    )Income before non-controlling interest and equity in earnings or losses of
affiliates
    
    
    10,099,300
    
    
    
    6,276,521
    
    
    
    8,834,500Equity in losses of affiliates
    
    
    (1,049,934
    )
    
    
    (715,327
    )
    
    
    (211,930
    )Consolidated net income
    
    
    9,049,366
    
    
    
    5,561,194
    
    
    
    8,622,570Less: Net income attributable to the non-controlling interest under U.S. GAAP
    
    
    919,540
    
    
    
    575,554
    
    
    
    832,538Net income attributable to the controlling interest
    
    Ps.
    8,129,826
    
    
    Ps.
    4,985,640
    
    
    Ps.
    7,790,032Weighted average common shares outstanding (in millions)
    
    
    329,580
    
    
    
    329,304
    
    
    
    326,850
 Presentation in the financial statements  Earnings per CPO and per share
   F-51




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##### Table of Contents



2008
    
    
    2009
    
    
    2010Series A
    
    
    
    
    
    
    Series A
    
    
    
    
    
    
    Series Aand B
    
    
    
    
    
    
    and B
    
    
    
    
    
    
    and BCPO
    
    
    Shares
    
    
    CPO
    
    
    Shares
    
    
    CPO
    
    
    SharesBasic EPSIncome from continuing
operations available to
common shareholders
    
    
    6,824,748
    
    
    
    1,305,066
    
    
    
    4,189,029
    
    
    
    796,603
    
    
    
    6,533,370
    
    
    
    1,256,650Net income available to
common shareholders
    
    
    6,824,748
    
    
    
    1,305,066
    
    
    
    4,189,029
    
    
    
    796,603
    
    
    
    6,533,370
    
    
    
    1,256,650Weighted average number
of common shares
outstanding
    
    
    2,364,642
    
    
    
    52,916,036
    
    
    
    2,362,289
    
    
    
    52,916,036
    
    
    
    2,341,308
    
    
    
    52,916,036Basic earnings per
CPO/share (net income
attributable to the
controlling interest)
    
    Ps.
    2.89
    
    
    Ps.
    0.02
    
    
    Ps.
    1.77
    
    
    Ps.
    0.02
    
    
    Ps.
    2.79
    
    
    Ps.
    0.02Diluted EPSDilutive potential shares
    
    
    41,675
    
    
    
    
    
    
    
    53,613
    
    
    
    
    
    
    
    51,384
    
    
    
    Total diluted weighted
average common shares
outstanding
    
    
    2,406,317
    
    
    
    52,916,036
    
    
    
    2,415,902
    
    
    
    52,916,036
    
    
    
    2,392,692
    
    
    
    52,916,036Diluted earnings per
CPO/share (net income
attributable to the
controlling interest)
    
    Ps.
    2.84
    
    
    Ps.
    0.02
    
    
    Ps.
    1.73
    
    
    Ps.
    0.02
    
    
    Ps.
    2.73
    
    
    Ps.
    0.02
 Presentation in the Financial Statements  Consolidated Balance Sheets
  December 31,
    
    
    December 31,2009
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    
    Ps.
    29,941,488
    
    
    Ps.
    20,942,531Temporary investments
    
    
    8,902,346
    
    
    
    10,446,840Trade notes and accounts receivable, net
    
    
    18,399,183
    
    
    
    17,701,125Other accounts and notes receivable, net
    
    
    3,530,546
    
    
    
    4,180,233Due from affiliated companies
    
    
    135,723
    
    
    
    196,310Transmission rights and programming
    
    
    4,372,988
    
    
    
    4,004,415Inventories
    
    
    1,665,102
    
    
    
    1,254,536Current deferred taxes
    
    
    2,342,143
    
    
    
    3,050,217Other current assets
    
    
    1,435,081
    
    
    
    1,117,740Total current assets
    
    
    70,724,600
    
    
    
    62,893,947Non-current assets:Derivative financial instruments
    
    
    1,538,678
    
    
    
    189,400Transmission rights and programming
    
    
    4,245,366
    
    
    
    4,129,791Investments
    
    
    6,693,133
    
    
    
    21,809,950Property, plant and equipment, net
    
    
    32,458,369
    
    
    
    38,089,194Goodwill, net
    
    
    3,747,256
    
    
    
    3,502,661Intangible assets, net
    
    
    7,888,112
    
    
    
    7,493,946Deferred taxes
    
    
    3,932,193
    
    
    
    4,505,635Other assets
    
    
    115,882
    
    
    
    110,033Total assets
    
    Ps.
    131,343,589
    
    
    Ps.
    142,724,557
  F-52




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##### Table of Contents



December 31,
    
    
    December 31,2009
    
    
    2010LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    Ps.
    1,433,015
    
    
    Ps.
    1,469,142Current portion of capital lease obligations
    
    
    235,271
    
    
    
    280,137Trade accounts payable
    
    
    6,432,906
    
    
    
    7,472,253Customer deposits and advances
    
    
    19,858,290
    
    
    
    18,587,871Taxes payable
    
    
    807,744
    
    
    
    1,260,794Current deferred taxes
    
    
    1,741,122
    
    
    
    1,656,290Accrued interest
    
    
    464,621
    
    
    
    750,743Employee benefits
    
    
    200,215
    
    
    
    199,638Other accrued liabilities
    
    
    2,577,835
    
    
    
    2,982,309Due from affiliated companies
    
    
    34,202
    
    
    
    48,753Total current liabilities
    
    
    33,785,221
    
    
    
    34,707,930Non-current liabilities:Long-term debt
    
    
    41,983,195
    
    
    
    46,495,660Derivative financial instruments
    
    
    523,628
    
    
    
    177,857Capital lease obligations
    
    
    1,166,462
    
    
    
    349,674Customer deposits and advances
    
    
    1,054,832
    
    
    
    495,508Other long-term liabilities
    
    
    3,240,097
    
    
    
    2,797,405Deferred taxes
    
    
    5,659,161
    
    
    
    6,161,679Pension and seniority premiums
    
    
    235,100
    
    
    
    426,389Total liabilities
    
    
    87,647,696
    
    
    
    91,612,102Commitments and contingenciesControlling interest
    
    
    37,357,031
    
    
    
    44,282,667Non-controlling interest
    
    
    6,338,862
    
    
    
    6,829,788Total stockholders equity
    
    
    43,695,893
    
    
    
    51,112 455Total liabilities and stockholders equity
    
    Ps.
    131,343,589
    
    
    Ps.
    142,724,557
 Cash flow information
  Statement of Cash Flows
  F-53




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##### Table of Contents



2008
    
    
    2009
    
    
    2010Net cash provided by operating activities
    
    Ps.
    19,850,608
    
    
    Ps.
    12,327,732
    
    
    Ps.
    13,861,832Net cash used in investing activities
    
    
    (12,884,490
    )
    
    
    (11,052,228
    )
    
    
    (27,273,868
    )Net cash provided by (used in) financing activities
    
    
    521,664
    
    
    
    (4,833,040
    )
    
    
    4,438,540Interest  paid
    
    
    (2,407,185
    )
    
    
    (2,807,843
    )
    
    
    (3,003,076
    )
 Supplemental disclosures about non-cash activities:
 2008
    
    
    2009
    
    
    2010Note receivable related to customer deposits
    
    Ps.
    14,383,384
    
    
    Ps.
    14,515,450
    
    
    Ps.
    13,313,673
 Derivative Financial Instruments
  Fair Value Measurements
 Assets and Liabilities Measured at Fair Value on a Recurring Basis
  Quoted Prices in
    
    
    Internal Models
    
    
    Internal ModelsActive Markets for
    
    
    with Significant
    
    
    with SignificantBalance
    
    
    Identical
    
    
    Observable
    
    
    Unobservableas of December 31,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Temporary investments
    
    Ps.
    8,902,346
    
    
    Ps.
    5,394,502
    
    
    Ps.
    3,507,844
    
    
    Ps.
    Available-for-sale investments:Open ended fund
    
    
    2,826,457
    
    
    
    
    
    
    
    2,826,457
    
    
    
    Derivative financial instruments
    
    
    1,545,396
    
    
    
    
    
    
    
    1,545,396
    
    
    
    Total
    
    Ps.
    13,274,199
    
    
    Ps.
    5,394,502
    
    
    Ps.
    7,879,697
    
    
    Ps.
    Liabilities:Derivative financial instruments
    
    Ps.
    523,628
    
    
    Ps.
    
    
    
    Ps.
    523,628
    
    
    Ps.
    Total
    
    Ps.
    523,628
    
    
    Ps.
    
    
    
    Ps.
    523,628
    
    
    Ps.
    
 Quoted Prices in
    
    
    Internal Models
    
    
    Internal ModelsActive Markets for
    
    
    with Significant
    
    
    with SignificantBalance
    
    
    Identical
    
    
    Observable
    
    
    Unobservableas of December 31,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Temporary investments
    
    Ps.
    10,446,840
    
    
    Ps.
    3,238,333
    
    
    Ps.
    7,208,507
    
    
    Ps.
    Available-for-sale investments:Open ended fund
    
    
    2,922,625
    
    
    
    
    
    
    
    2,922,625
    
    
    
    Convertible Debentures due 2025
    
    
    13,904,222
    
    
    
    
    
    
    
    
    
    
    
    13,904,222Derivative financial instruments
    
    
    189,400
    
    
    
    
    
    
    
    189,400
    
    
    
    Total
    
    Ps.
    27,463,087
    
    
    Ps.
    3,238,333
    
    
    Ps.
    10,320,532
    
    
    Ps.
    13,904,222Liabilities:Derivative financial instruments
    
    Ps.
    177,857
    
    
    Ps.
    
    
    
    Ps.
    177,857
    
    
    Ps.
    Total
    
    Ps.
    177,857
    
    
    Ps.
    
    
    
    Ps.
    177,857
    
    
    Ps.
    
  F-54




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##### Table of Contents



Convertible 
Debenturesdue 2025Balance at beginning of year
    
    Ps.
    Total gain or losses (realized/unrealized)
    
    
    Included in earnings
    
    
    Included in other comprehensive income
    
    
    Purchase, issuance and settlements
    
    
    13,904,222Balance at end of year
    
    Ps.
    13,904,222
 Temporary Investments
   Available-for-sale Investments.
  Open ended fund
   Convertible Debentures due 2025
    F-55




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##### Table of Contents



Derivative Financial Instruments. and 9).
   Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
 th
    ASC 810 Consolidation (formerly FIN 46(R)-8)
   (In thousands of Mexican Pesos)
    
    Sky
    
    
    TuTv (1)As of December 31, 2009Current assets
    
    Ps.
    5,681,802
    
    
    Ps.
    96,897Non-current assets
    
    
    4,275,419
    
    
    
    1,072Total Assets
    
    Ps.
    9,957,221
    
    
    Ps.
    97,969Current liabilities
    
    Ps.
    1,908,001
    
    
    Ps.
    44,812Non-current liabilities
    
    
    5,027,248
    
    
    
    Total Liabilities
    
    Ps.
    6,935,249
    
    
    Ps.
    44,812Maximum loss exposure
    
    Ps.
    5,844,889
    
    
    Ps.
    48,985
 SkyAs of December 31, 2010Current assets
    
    Ps.
    4,637,870Non-current assets
    
    
    7,369,503Total Assets
    
    Ps.
    12,007,373Current liabilities
    
    Ps.
    3,945,096Non-current liabilities
    
    
    3,714,652Total Liabilities
    
    Ps.
    7,659,748Maximum loss exposure
    
    Ps.
    7,048,328
 (1)
    
    On December 20, 2010, the Company, Univision and other related parties completed certain
transactions. In addition to these transactions, the Company sold its 50% interest in TuTv and as a
result the Company had no interest in TuTv as of December 31, 2010 (see Notes 2 and 17).  F-56




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##### Table of Contents



Recently issued accounting standards
 Accounting for Revenue Arrangements with Multiple Deliverables (ASU 2009-13)
  Software Revenue Recognition (ASU 2009-14)
  Improving Disclosures about Fair Value Measurements (ASU 2010-6)
  Compensation  Stock Compensation (Topic 718): Effects of Denominating the Exercise Price of a
Share-Based Payment Awards in the Currency of the Market in Which the Underlying Equity
Security Trades (ASU 2010-13)
   F-57




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##### Table of Contents



Entertainment  Casinos (Topic 924): Accruals for Casino Jackpot Liabilities (ASU 2010-16)
  Defined Contribution Pension Plans (Topic 962) (ASU 2010-25)
  Intangible  Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment
Test for Reporting Units with Zero or Negative Carrying Amounts (ASU 2010-28)
  Business Combination (Topic 805): Disclosures of Supplementary Pro Forma Information for
Business Combinations
(ASU 2010-29)
  Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP
and International Financial Reporting Standards(IFRS) (Topic 820)Fair Value Measurement (ASU
2011-04)
   F-58




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##### Table of Contents



Consolidated valuation and qualifying accounts
 Balance at
    
    
    
    
    
    
    
    
    
    
    Balance atBeginning
    
    
    
    
    
    
    
    
    
    
    EndDescription
    
    of Year
    
    
    Additions
    
    
    Deductions
    
    
    of YearContinuing operations:Reserve for damage, obsolescence or deterioration of
inventories:Year ended December 31, 2008
    
    Ps.
    19,381
    
    
    Ps.
    35,678
    
    
    Ps.
    (9,519
    )
    
    Ps.
    45,540Year ended December 31, 2009
    
    
    45,540
    
    
    
    45,198
    
    
    
    (9,438
    )
    
    
    81,300Year ended December 31, 2010
    
    
    81,300
    
    
    
    19,257
    
    
    
    (12,269
    )
    
    
    88,288Allowances for doubtful accounts(1):Year ended December 31, 2008
    
    Ps.
    1,102,866
    
    
    Ps.
    637,476
    
    
    Ps.
    (427,242
    )
    
    Ps.
    1,313,100Year ended December 31, 2009
    
    
    1,313,100
    
    
    
    1,047,445
    
    
    
    (397,811
    )
    
    
    1,962,734Year ended December 31, 2010
    
    
    1,962,734
    
    
    
    676,835
    
    
    
    (596,969
    )
    
    
    2,042,600Valuation allowances deferred income tax:Year ended December 31, 2008
    
    Ps.
    3,832,186
    
    
    Ps.
    140,618
    
    
    Ps.
    (585,943
    )
    
    Ps.
    3,386,861Year ended December 31, 2009
    
    
    3,386,861
    
    
    
    439,761
    
    
    
    
    
    
    
    3,826,622Year ended December 31, 2010
    
    
    3,826,622
    
    
    
    1,010,957
    
    
    
    
    
    
    
    4,837,579
 (1)
    
    Includes allowances for trade and non-trade doubtful accounts. 24. Subsequent Events
    F-59