##### 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, 2008
 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(Certificados de Participación Ordinarios)(CPOs)
    
    New York Stock ExchangeCPOs, each representing twenty-five A Shares, twenty-two 
B Shares thirty-five L Shares and thirty-five D Shares
    
    New York Stock Exchange (for listing purposes only)
 
 
 
 111,778,295,865  51,799,139,809  82,407,664,201  82,407,664,201
 þ o
 o þ
 þ o
 o o
  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
    
    
    3Item 2. Offer Statistics and Expected Timetable
    
    
    3Item 3. Key Information
    
    
    3Selected Financial Data
    
    
    3Dividends
    
    
    7Exchange Rate Information
    
    
    8Risk Factors
    
    
    9Risk Factors Related to Mexico
    
    
    9Item 4. Information on the Company
    
    
    20History and Development of the Company
    
    
    20Capital Expenditures
    
    
    20Business Overview
    
    
    21Item 5. Operating and Financial Review and Prospects
    
    
    57Preparation of Financial Statements
    
    
    57Results of Operations
    
    
    58Item 6. Directors, Senior Management and Employees
    
    
    85Item 7. Major Stockholders and Related Party Transactions
    
    
    96The Major Stockholders
    
    
    96Related Party Transactions
    
    
    97Item 8. Financial Information
    
    
    101Item 9. The Offer and Listing
    
    
    101Trading History of CPOs and GDSs
    
    
    101Trading on the Mexican Stock Exchange
    
    
    103Item 10. Additional Information
    
    
    107Mexican Securities Market Law
    
    
    107Bylaws
    
    
    108Enforceability of Civil Liabilities
    
    
    116Material Contracts
    
    
    117Legal Proceedings
    
    
    117Exchange Controls
    
    
    119Taxation
    
    
    119Documents on Display
    
    
    123Item 11. Quantitative and Qualitative Disclosures About Market Risk
    
    
    124Item 12. Description of Securities Other than Equity Securities
    
    
    128Part IIItem 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    128Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    128Item 15. Controls and Procedures
    
    
    128Item 16A. Audit Committee Financial Expert
    
    
    128Item 16B. Code of Ethics
    
    
    129Item 16C. Principal Accountant Fees and Services
    
    
    129Item 16D. Exemptions from the Listing Standards for Audit Committees
    
    
    130Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    130Item 16G. Corporate Governance
    
    
    132Part IIIItem 17. Financial Statements
    
    
    133Item 18. Financial Statements
    
    
    133Item 19. Exhibits
    
    
    133Exhibit 1.1Exhibit 8.1Exhibit 12.1Exhibit 12.2Exhibit 13.1Exhibit 13.2Exhibit 23.1
   2




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##### Table of Contents



Normas de Información Financiera
   
 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
     3




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##### Table of Contents



Year Ended December 31,2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2008(Millions of Pesos or millions of U.S. Dollars)(1)(Mexican GAAP/FRS)Income Statement Data:Net sales
    
    Ps.
    32,704
    
    
    Ps.
    35,068
    
    
    Ps.
    39,358
    
    
    Ps.
    41,562
    
    
    Ps.
    47,972
    
    
    U.S.
    $3,466Operating income
    
    
    9,547
    
    
    
    11,663
    
    
    
    14,266
    
    
    
    14,481
    
    
    
    15,128
    
    
    
    1,093Integral cost of financing, net(2)
    
    
    1,691
    
    
    
    1,924
    
    
    
    1,141
    
    
    
    410
    
    
    
    831
    
    
    
    60Income from continuing operations
    
    
    6,214
    
    
    
    8,330
    
    
    
    9,519
    
    
    
    9,018
    
    
    
    8,731
    
    
    
    631Cumulative effect of accounting change, net
    
    
    (1,139
    )
    
    
    (546
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    4,815
    
    
    
    6,613
    
    
    
    8,909
    
    
    
    8,082
    
    
    
    7,804
    
    
    
    564Income from continuing operations per CPO(3)
    
    
    2.04
    
    
    
    2.46
    
    
    
    3.07
    
    
    
    2.84
    
    
    
    2.77
    
    
    
    Net income per CPO(3)
    
    
    1.66
    
    
    
    2.27
    
    
    
    3.07
    
    
    
    2.84
    
    
    
    2.77
    
    
    
    Weighted-average number of shares outstanding
(in millions)(3)(4)
    
    
    345,206
    
    
    
    341,158
    
    
    
    339,776
    
    
    
    333,653
    
    
    
    329,580
    
    
    
    Cash dividend per CPO(3)
    
    
    1.41
    
    
    
    1.49
    
    
    
    0.37
    
    
    
    1.50
    
    
    
    0.75
    
    
    
    Shares outstanding (in millions, at year end)(4)
    
    
    341,638
    
    
    
    339,941
    
    
    
    337,782
    
    
    
    329,960
    
    
    
    328,393
    
    
    
    (U.S. GAAP)(5)Income Statement Data:Net sales
    
    Ps.
    32,704
    
    
    Ps.
    35,068
    
    
    Ps.
    39,358
    
    
    Ps.
    41,562
    
    
    Ps.
    47,972
    
    
    U.S.$
    3,466Operating income
    
    
    8,746
    
    
    
    10,806
    
    
    
    14,068
    
    
    
    14,322
    
    
    
    14,673
    
    
    
    1,060Income from continuing operations
    
    
    4,696
    
    
    
    7,368
    
    
    
    8,308
    
    
    
    8,233
    
    
    
    8,130
    
    
    
    587Net income
    
    
    4,696
    
    
    
    7,368
    
    
    
    8,308
    
    
    
    8,233
    
    
    
    8,130
    
    
    
    587Income from continuing operations per CPO(3)
    
    
    1.61
    
    
    
    2.44
    
    
    
    2.76
    
    
    
    2.86
    
    
    
    2.82
    
    
    
    Net income per CPO(3)
    
    
    1.61
    
    
    
    2.44
    
    
    
    2.76
    
    
    
    2.86
    
    
    
    2.82
    
    
    
    Weighted-average number of shares outstanding
(in millions)(3)(4)
    
    
    345,206
    
    
    
    341,158
    
    
    
    339,776
    
    
    
    333,653
    
    
    
    329,580
    
    
    
    Shares outstanding (in millions, at year end)(4)
    
    
    341,638
    
    
    
    339,941
    
    
    
    337,782
    
    
    
    329,960
    
    
    
    328,393
    
    
    
    (Mexican GAAP/FRS)Balance Sheet Data (end of year):Cash and temporary investments
    
    Ps.
    18,566
    
    
    Ps.
    15,955
    
    
    Ps.
    16,405
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    U.S.$
    Cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,480
    
    
    
    35,106
    
    
    
    2,537Temporary investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,825
    
    
    
    6,798
    
    
    
    491Total assets
    
    
    82,469
    
    
    
    81,162
    
    
    
    86,186
    
    
    
    98,703
    
    
    
    122,852
    
    
    
    8,877Current portion of long-term debt and other
notes payable(6)
    
    
    3,678
    
    
    
    367
    
    
    
    1,023
    
    
    
    489
    
    
    
    2,283
    
    
    
    165Long-term debt, net of current portion(7)
    
    
    21,134
    
    
    
    19,581
    
    
    
    18,464
    
    
    
    25,307
    
    
    
    36,680
    
    
    
    2,650Customer deposits and advances
    
    
    17,073
    
    
    
    19,484
    
    
    
    17,807
    
    
    
    19,810
    
    
    
    18,688
    
    
    
    1,350Capital stock issued
    
    
    10,677
    
    
    
    10,677
    
    
    
    10,507
    
    
    
    10,268
    
    
    
    10,061
    
    
    
    727Total stockholders equity (including minority
interest)
    
    
    30,796
    
    
    
    32,242
    
    
    
    38,015
    
    
    
    40,650
    
    
    
    47,252
    
    
    
    3,414(U.S. GAAP)(5)Balance Sheet Data (end of year):Cash and cash equivalents
    
    Ps.
    17,746
    
    
    Ps.
    15,833
    
    
    Ps.
    15,461
    
    
    Ps.
    25,480
    
    
    Ps.
    33,583
    
    
    U.S.$
    2,427Total assets
    
    
    91,877
    
    
    
    88,724
    
    
    
    91,806
    
    
    
    103,728
    
    
    
    127,966
    
    
    
    9,246Current portion of long-term debt and other
notes payable(6)
    
    
    3,678
    
    
    
    367
    
    
    
    1,023
    
    
    
    489
    
    
    
    2,283
    
    
    
    165Long-term debt, net of current portion(7)
    
    
    21,134
    
    
    
    19,582
    
    
    
    18,464
    
    
    
    25,307
    
    
    
    36,680
    
    
    
    2,650Total stockholders equity (excluding minority
interest)
    
    
    29,170
    
    
    
    30,589
    
    
    
    35,799
    
    
    
    36,580
    
    
    
    41,539
    
    
    
    3,001(Mexican FRS)Cash Flow Data(14):Net Cash provided by operating activities
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    22,258
    
    
    U.S.$
    1,608Net Cash used for investing activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,361
    )
    
    
    (821
    )Net Cash used for financing activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,886
    )
    
    
    (136
    )Increase in cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,143
    
    
    
    661(U.S. GAAP)(5)Cash Flow Data:Cash provided by operating activities
    
    
    7,641
    
    
    
    10,478
    
    
    
    11,542
    
    
    
    12,107
    
    
    
    19,851
    
    
    
    1,434Cash (used for) provided by financing activities
    
    
    (703
    )
    
    
    (9,412
    )
    
    
    (3,088
    )
    
    
    (1,395
    )
    
    
    522
    
    
    
    38Cash used for investing activities
    
    
    (673
    )
    
    
    (2,392
    )
    
    
    (8,216
    )
    
    
    (294
    )
    
    
    (12,884
    )
    
    
    (931
    )(Mexican GAAP/FRS)Other Financial Information:Capital expenditures(8)
    
    Ps.
    2,173
    
    
    Ps.
    2,849
    
    
    Ps.
    3,346
    
    
    Ps.
    3,878
    
    
    Ps.
    6,627
    
    
    U.S.$
    479Other Data (unaudited):Average prime time audience share (TV
broadcasting)(9)
    
    
    68.9
    %
    
    
    68.5
    %
    
    
    69.5
    %
    
    
    69.0
    %
    
    
    71.2
    %
    
    
    Average prime time rating (TV broadcasting)(9)
    
    
    36.7
    
    
    
    36.5
    
    
    
    35.5
    
    
    
    33.4
    
    
    
    35.2
    
    
    
    Magazine circulation (millions of copies)(10)
    
    
    127
    
    
    
    145
    
    
    
    155
    
    
    
    165
    
    
    
    174
    
    
    
    Number of employees (at year end)
    
    
    14,100
    
    
    
    15,100
    
    
    
    16,200
    
    
    
    17,800
    
    
    
    22,500
    
    
    
    Number of Innova subscribers (in thousands at
year end)(11)
    
    
    1,003
    
    
    
    1,251
    
    
    
    1,430
    
    
    
    1,585
    
    
    
    1,760
    
    
    
    Number of Cablevisión RGUs (in thousands at
year end)(12)
    
    
    381
    
    
    
    475
    
    
    
    583
    
    
    
    695
    
    
    
    844
    
    
    
    Number of Cablemás RGUs (in thousands at year
end)(12)(13)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,170
    
    
    
    
  4




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##### Table of Contents



Notes to Selected Consolidated Financial Information:
 (1)
    
    Except per Certificado de Participación Ordinario, or CPO, average
audience share, average rating, magazine circulation, employee,
subscriber, Revenue Generating Units, or RGUs, and registered user
data. Amounts in Mexican Pesos for the years ended December 31, 2004,
2005, 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 year-end financial statements.(3)
    
    For further analysis of income (loss) from continuing operations per
CPO and 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
year-end financial statements.(4)
    
    As of December 31, 2004, 2005, 2006, 2007 and 2008, 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 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 GAAP/FRS and U.S. GAAP is different
than the number of CPOs issued and outstanding for legal purposes,
because under Mexican GAAP/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, 2008, for legal purposes, there were approximately
2,438.1 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 year-end financial statements.(5)
    
    See Note 23 to our year-end financial statements.(6)
    
    See Note 8 to our 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 year-end financial statements.(8)
    
    Capital expenditures are those investments made by us in property,
plant and equipment, which amounts are first translated from Mexican
Pesos into U.S. Dollars, and the resulting aggregate U.S. Dollar
amount is then translated to Mexican Pesos at 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 Mexico in this
annual report. For further information regarding audience share and
ratings information and IBOPE Mexico, see Information on the Company
  Business Overview Television  Television Broadcasting.
  5




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##### Table of Contents



(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 in
2007. The figures set forth in this line item represent the total
number of gross active residential and commercial subscribers for
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 Joint
Ventures  Mexico and Central America. Under Mexican GAAP,
effective January 1, 2001 and through March 31, 2004, we did not
recognize equity in results in respect of our investment in Innova in
our consolidated income statement, as we recognized equity in losses
of Innova up to the amount of our initial investment and subsequent
capital contributions in Innova. Since April 1, 2004, Innova has been consolidated
in our financial results.(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 and Cablemás (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 and Cablemás 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.(14)
    
    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 new statement of cash flows for the year ended December
31, 2008. See Note 1 to our year-end financial statements for further
detail regarding this change. Due to the adoption of Mexican FRS NIF
B-2, Statement of Cash Flows, 2008 information is not directly
comparable to 2007 and prior years. The criteria for determining net
cash provided by, or used for, 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.
  6




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##### Table of Contents



Dividends
   7




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##### Table of Contents



Exchange Rate Information
   Period
    
    High
    
    
    Low
    
    
    Average(1)
    
    
    Period End2004
    
    
    11.6328
    
    
    
    10.8172
    
    
    
    11.2871
    
    
    
    11.14952005
    
    
    11.4018
    
    
    
    10.4097
    
    
    
    10.8895
    
    
    
    10.63442006
    
    
    11.4809
    
    
    
    10.4303
    
    
    
    10.9034
    
    
    
    10.81162007
    
    
    11.2676
    
    
    
    10.6639
    
    
    
    10.9274
    
    
    
    10.91572008
    
    
    13.9183
    
    
    
    9.9180
    
    
    
    11.1455
    
    
    
    13.83252009:January
    
    
    14.3097
    
    
    
    13.3458
    
    
    
    13.8921
    
    
    
    14.3097February
    
    
    15.0698
    
    
    
    14.1392
    
    
    
    14.5966
    
    
    
    15.0698March
    
    
    15.3650
    
    
    
    14.0502
    
    
    
    14.6695
    
    
    
    14.1517April
    
    
    13.9108
    
    
    
    13.0511
    
    
    
    13.4367
    
    
    
    13.8443May
    
    
    13.3500
    
    
    
    12.8695
    
    
    
    13.1621
    
    
    
    13.1667June (through June 29)
    
    
    13.6507
    
    
    
    13.1550
    
    
    
    13.3499
    
    
    
    13.1812
 (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 and is Currently Experiencing 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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The Ongoing 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.
  10




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##### Table of Contents



High Interest Rates in Mexico Could Increase Our Financing Costs
  Political Events in Mexico Could Affect Mexican Economic Policy and Our Business, Financial
Condition and Results of Operations
  Partido Acción Nacional
  Cámara de Diputados
 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
  Ley Federal de Radio y
Televisión Ley Federal de
Telecomunicaciones Secretaría de
Comunicaciones y Transportes
  11




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##### Table of Contents



Instituto Federal Electoral
     Ley del Seguro Social Instituto Mexicano del Seguro Social
 Differences Between Mexican FRS and U.S. GAAP May Have an Impact on the Presentation of Our
Financial Information
   12




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##### Table of Contents



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
  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
  13




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##### Table of Contents



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
 Comisión Federal de
Electricidad
    14




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##### Table of Contents



The Seasonal Nature of Our Business Affects Our Revenue and a Significant Reduction in Fourth
Quarter Net Sales Could Impact Our Results of Operations
  Current Litigation We Are Engaged In With Univision May Affect Our Exploitation of Certain Internet
Rights in the United States
           15




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##### Table of Contents



Televisa Does Not Maintain Complete Control Over the Operations of Innova
   We Have Evaluated the Possibility of Potential Losses in Innova in Case of Business Interruption
Due to the Loss of Transmission and Loss of the Use of Satellite Transponders, Which Would
Adversely Affect Our Net Income
   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
   16




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##### Table of Contents



Non-Mexican Holders of Our Securities Have Limited Voting Rights
  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
   17




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##### Table of Contents



The Protections Afforded to Minority Stockholders in Mexico Are Different From Those in the U.S.
 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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##### Table of Contents



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 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 and/or litigation involving Univision;
 
    
    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 acquisition of shares of companies owning the majority of the assets
of Bestel and Cablemás;
 
    
    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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##### Table of Contents



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)2006
    
    
    2007
    
    
    2008
    
    
    2009(Actual)
    
    
    (Actual)
    
    
    (Actual)
    
    
    (Forecast)(Millions of U.S. Dollars)Capital expenditures(2)
    
    U.S.
    $298.5
    
    
    U.S.
    $355.1
    
    
    U.S.
    $478.8
    
    
    U.S.
    $500.0La Sexta(3)
    
    
    132.4
    
    
    
    89.9
    
    
    
    63.4
    
    
    
    57.8Other acquisitions and investments(4)
    
    
    437.7
    
    
    
    416.2
    
    
    
    137.0
    
    
    
    Total capital expenditures and investments
    
    U.S.
    $868.6
    
    
    U.S.
    $861.2
    
    
    U.S.
    $679.2
    
    
    U.S.
    $557.8
 
 (1)
    
Amounts in respect of some of the capital expenditures, investments
and acquisitions we made in 2006, 2007 and 2008 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.13.84 to one U.S. Dollar, the Interbank
Rate as of December 31, 2008, 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.
  20




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##### Table of Contents



(2)
    
    Reflects capital expenditures for property, plant and equipment, as
well as general capital expenditures, in all periods presented. Also
includes U.S.$75.9 million in 2006, U.S.$78.7 million in 2007 and
U.S.$183.3 million in 2008 for the expansion and improvement of our
cable business; U.S.$91.2 million in 2006, U.S.$122.3 million in 2007
and U.S.$114.0 million in 2008 for the expansion and improvement of
our Sky segment and U.S.$22.5 million in 2006, U.S.$41.4 million in
2007 and U.S.$39.6 million in 2008 for our gaming business.(3)
    
    In 2006, 2007 and 2008 we made capital contributions related to our
40% interest in La Sexta in the amount of U.S.$132.4 million (104.6
million), U.S.$89.9 million (65.9 million) and U.S.$63.4 million
(44.4 million), respectively.(4)
    
    In the first quarter of 2006, we completed the acquisition of certain
operating assets, consisting primarily of trademarks, intellectual
property rights and other publishing assets owned by Editora Cinco,
S.A., or Editora Cinco, a publishing company in Mexico and Latin
America, for an aggregate amount of U.S.$15.0 million. In the second
quarter of 2006, we acquired part of the minority interest in Innova
that was formerly owned by Liberty Media International, Inc., or
Liberty Media, for an amount of U.S.$58.7 million to increase the
interest in our Sky business to 58.7%. In the fourth quarter of 2006,
we invested U.S.$258.0 million in long-term notes convertible into
99.99% of the equity of Alvafig, the holding company of a 49% interest
in the voting stock of Cablemás, a significant cable operator in
Mexico. In the second half of 2007, we acquired Editorial Atlántida, a
leading publishing company in Argentina for an aggregate amount of
U.S.$78.8 million. In the fourth quarter of 2007, we acquired the
majority of the assets of Bestel, a privately held, facilities-based
telecommunications business in Mexico for an amount of U.S.$256.0
million in cash plus an additional capital contribution of U.S.$69.0
million. 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; U.S.$25.0 million in Spot Runner; and made
additional capital contributions in Volaris, our 25% interest in a
low-cost carrier airline in Mexico, in the amount of U.S.$12.0
million.
  
 Business Overview
       21




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Business Strategy
    Maintaining Our Leading Position in the Mexican Television Market
 Continuing to Produce High Quality Programming.
  Improving Our Sales and Marketing Efforts.
 Maintaining High Operating Segment Income Margins.
  22




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##### Table of Contents



Advertising Sales Plan.
  Continue Building Our Pay Television Platforms
 DTH.
  The key components of our DTH strategy include:
 
    
    offering high quality programming, including rights to our four over-the-air broadcast
channels, exclusive broadcasts of sporting events, such as 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 and the Golf Channel;
 
    
    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; and
    
    continuing to leverage our strengths and capabilities to develop new business
opportunities and expand through acquisitions.
 Pay Television Networks.
  23




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##### Table of Contents



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 digital set-top boxes and the roll out, which began in the
third quarter of 2005, 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.
      24




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##### Table of Contents



Expanding Our Publishing Business
   Gente y la Actualidad Esquire Patito Feo
 Increasing Our International Programming Sales Worldwide and Strengthening Our Position in the
Growing U.S.-Hispanic Market
        25




---



##### Table of Contents



Developing New Businesses and Expanding through Acquisitions
      Television
 Television Industry in Mexico
 General.
  26




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##### Table of Contents



Ratings and Audience Share.
  Programming
 Programming We Produce.
    Foreign-Produced Programming.
  27




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##### Table of Contents



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
    
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    14
    
    
    
    29Subtotal
    
    
    4
    
    
    
    199
    
    
    
    2
    
    
    
    
    
    
    
    19
    
    
    
    224Border Stations
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Local (Stations) Affiliates
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    1
    
    
    
    14
    
    
    
    33Total
    
    
    4
    
    
    
    218
    
    
    
    2
    
    
    
    1
    
    
    
    33
    
    
    
    258
    28




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##### Table of Contents



Average Audience Share
January 2006  December 2008(1)
 
 
  Average Ratings
January 2006  December 2008(1)
 
 
   29




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##### Table of Contents



Channel 2 Network. El Canal de las Estrellas
 Política Nacional para la Introducción de los Servicios de Televisión Digital
Terrestre
  Year Ended December 31,2006(1)
    
    
    2007(1)
    
    
    2008(1)Prime time hours
    
    
    32.8
    %
    
    
    29.9
    %
    
    
    34.1
    %Weekday prime time hours
    
    
    37.3
    %
    
    
    33.6
    %
    
    
    38.3
    %Sign-on to sign-off hours
    
    
    31.8
    %
    
    
    29.7
    %
    
    
    32.1
    %
 
    30




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Channel 5 Network.
 Política Nacional para la Introducción de los Servicios de Televisión Digital
Terrestre
  Year Ended December 31,2006(1)
    
    
    2007(1)
    
    
    2008(1)Prime time hours
    
    
    16.9
    %
    
    
    18.7
    %
    
    
    18.1
    %Weekday prime time hours
    
    
    14.9
    %
    
    
    16.6
    %
    
    
    16.1
    %Sign-on to sign-off hours
    
    
    19.1
    %
    
    
    20.6
    %
    
    
    19.6
    %
 
   Channel 4 Network.
 Política Nacional para la Introducción de los Servicios de Televisión Digital
Terrestre
  Year Ended December 31,2006(1)
    
    
    2007(1)
    
    
    2008(1)Prime time hours
    
    
    6.1
    %
    
    
    7.3
    %
    
    
    7.2
    %Weekday prime time hours
    
    
    6.5
    %
    
    
    8.1
    %
    
    
    8.4
    %Sign-on to sign-off hours
    
    
    7.5
    %
    
    
    8.6
    %
    
    
    9.0
    %
 
   31




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Channel 9 Network.
 Política Nacional para la Introducción de los Servicios de Televisión Digital
Terrestre
  Year Ended December 31,2006(1)
    
    
    2007(1)
    
    
    2008(1)Prime time hours
    
    
    13.7
    %
    
    
    13.1
    %
    
    
    11.8
    %Weekday prime time hours
    
    
    11.4
    %
    
    
    10.7
    %
    
    
    11.1
    %Sign-on to sign-off hours
    
    
    12.6
    %
    
    
    12.1
    %
    
    
    11.7
    %
 
   Local Affiliates.
 Política Nacional para la Introducción de los Servicios de Televisión Digital
Terrestre
 Border Stations. st
  32




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##### Table of Contents



Advertising Sales Plan.
  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.
  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.
  33




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##### Table of Contents



Cosmopolitan Good
Housekeeping Harpers Bazaar, Seventeen Popular Mechanics PC Magazine EGM Electronic Gaming Monthly Maxim Marie Claire Mens Health
and Prevention ESPN Magazine Sport Life Automóvil Panamericano Muy Interesante Padres e Hijos Disney Princesas Disney Winnie Pooh, Disney Hadas, Power Rangers W.I.T.C.H Nick National Geographic National Geographic Kids
  Cinemania Lola Erase Una Vez National
Geographic Traveler National Geographic Society Womans Health and Runners World Gente y la Actualidad Esquire Patito Feo
 Cable and Telecom
 Cablevisión
 The Cable Television Industry in Mexico. Cámara Nacional de la Industria de
Televisión por Cable
 Mexico City Cable System.
 Digital Cable Television Services. ®
 Pay-Per-View Channels.
  34




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##### Table of Contents



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.
   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.
  35




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##### Table of Contents



Cablemás Services.
 TVI.
   Bestel.
 Other Businesses
 Publishing Distribution .
 Televisa Interactive Media.
  36




---



##### Table of Contents



Sports and Show Business Promotions.
 Soccer.
 América
 Promotions.
 Feature Film Production and Distribution.
 La Última Noche Puños Rosas
  37




---



##### Table of Contents



Gaming
Business.
 Radio Stations.
      38




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##### Table of Contents



Investments
 OCEN.
  Mutual Fund Venture.
 Volaris.
 La Sexta.
 
  39




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##### Table of Contents




 
     
  Alvafig.
  DTH Joint Ventures
 Background.
     40




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##### Table of Contents




    
    Innova and DIRECTV Mexico entered into a purchase and sale agreement, pursuant to which
Innova agreed to purchase DIRECTV Mexicos subscriber list for two promissory notes with an
aggregate original principal amount of approximately Ps.665.7 million;
 
    
    Innova, Innova Holdings and News Corp. entered into an option agreement, pursuant to
which News Corp. was granted options to acquire up to a 15% equity interest in each of
Innova and Innova Holdings, dependent upon the number of subscribers successfully migrating
to Innova, in exchange for the two promissory notes referred above that were delivered to
DIRECTV Mexico;
 
    
    DIRECTV and News Corp. entered into a purchase agreement pursuant to which DIRECTV
acquired (i) the right (which DIRECTV concurrently assigned to DTVLA) to purchase from News
Corp. the options granted to News Corp. by Innova and Innova Holdings to purchase up to an
additional 15% of the outstanding equity of each of such entities pursuant to the option
agreement described above and (ii) the right to acquire News Corp.s 30% interest in Innova
and Innova Holdings;
 
    
    DIRECTV and Liberty Media, entered into a purchase agreement pursuant to which DIRECTV
agreed to purchase all of Liberty Medias 10% interest in Innova and Innova Holdings for
U.S.$88.0 million in cash. DIRECTV agreed that we may purchase two-thirds (2/3) of any
equity interest in Innova and Innova Holdings sold by Liberty Media; and
 
    
    we and Innova entered into a channel licensing agreement pursuant to which Innova will
pay us a royalty fee to carry our over-the-air channels on its DTH service.
  
    
    DIRECTV Holdings exercised its right to acquire News Corp.s 30% interest in Innova and
DTVLA exercised the right to purchase the options granted to News Corp. by Innova and Innova
Holdings to purchase up to an additional 12% of the outstanding equity of each of such
entities pursuant to the previously disclosed option agreement;
 
    
    DTVLA exercised an option to purchase 12% of Innova and Innova Holdings which was based
on the number of subscribers successfully migrating to Innova, by delivering to Innova and
Innova Holdings the two promissory notes issued in connection with Innovas purchase of
DIRECTV Mexicos subscriber list for cancellation in October 2004;
 
    
    DIRECTV Mexico made cash payments to Innova totaling approximately U.S.$2.7 million
pursuant to a letter agreement entered into by both parties in October 2004 in connection
with the purchase of the DIRECTV Mexicos subscriber list. The payments were made due to
certain ineligible subscribers, applicable sign-up costs, and other costs under the side
letter;
 
    
    DIRECTV Holdings purchased all of Liberty Medias 10% interest in Innova. As described
below, we exercised the right to acquire two-thirds of this 10% equity interest acquired
from Liberty Media; and
 
    
    we entered into an amended and restated guaranty with PanAmSat Corporation (now Intelsat
Corporation) pursuant to which the proportionate share of Innovas transponder lease
obligation guaranteed by us was to cover a percentage of the transponder lease obligations
equal to our percentage ownership of Innova. As a result of our acquisition of two-thirds of
the equity interests that from Liberty Media, the guarantee has been readjusted to cover a
percentage of the transponder lease obligations equal to our percentage ownership of Innova.
   41




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Mexico and Central America.
        42




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##### Table of Contents



Programming.
 Univision
       43




---



##### Table of Contents



Competition
  Television Broadcasting
     44




---



##### Table of Contents



Publishing
  Cable and Telecom
      Radio
   45




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##### Table of Contents



Feature Film Production and Distribution
  DTH Satellite Services
     Gaming Business
  Regulation
   46




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##### Table of Contents



Television
 Mexican Television Regulations
 Concessions.
 Diario Oficial de la Federación
 The bidders shall comply with the following requirements:
    
    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.
   47




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##### Table of Contents




    
    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.
    Supervision of Operations.
 Secretaría de Gobernación
  48




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##### Table of Contents



Networks.
 Restrictions on Advertising. Ley General de Salud
  Broadcast Tax.
 Foreign Ownership. Ley de Inversión Extranjera Reglamento de la Ley de Inversión
Extranjera
 Radio
   49




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##### Table of Contents



Cable Television
 Concessions.
   
    
    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.
  Supervision of Operations.
   50




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##### Table of Contents



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.
  
    
    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;
  51




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##### Table of Contents




    
    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 Secretaría de Gobernación
  Mexican Antitrust Law
 Reglamento de la Ley
Federal de Competencia Económica
   52




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##### Table of Contents




    
    Raising the thresholds to make a concentration a reportable transaction.
 
    
    Empowering the Mexican Antitrust Commission to issue a waiting order before a reported
transaction may be closed, if such order is issued within ten business days from the date
the transaction is reported to the Mexican Antitrust Commission.
 
    
    Requiring the Mexican Antitrust Commission to rule upon a reported transaction that the
filing party deems that it does not notoriously restrain competition (attaching the
necessary evidence), within 15 business days from the filing date.
  
    
    An overreaching authority to determine whether competition, effective competition, market
power and competition conditions in a specific market exist or not, either such
determination is required under the antitrust law or if required under any other statute
that requires a determination of market conditions.
 
    
    To issue binding opinions in competition matters whether required by specific statutes,
or required by other federal authorities. Such opinions shall also be issued in connection
with decrees, regulations, governmental determinations and other governmental acts (such as
public bid rules) which may have an anticompetitive effect.
 
    
    To issue an opinion related to effective competition conditions in a specific market or
to the market power of a given agent in a market.
 
    
    To issue an opinion related to the granting of concessions, licenses or permits or the
transfer of equity interests in concessionaries or licensees, are to be obtained if so
required by the relevant statues or the bid rules.
 
    
    To perform visits to economic agents with the purpose of obtaining evidence of violations
to the law, including the ability to obtain evidence of the incurrence of a vertical or
horizontal restraint. In all cases, the Mexican Antitrust Commission must obtain a judicial
subpoena in order to proceed with the visits. Any agent that is subject to such order is
bound to allow such visits and to cooperate fully with the Mexican Antitrust Commission.
  Mexican Electoral Amendment
     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)
    
    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.(3)(7)(8)
    
    Mexico
    
    
    100.0
    %Sky DTH, S. de R.L. de C.V.(3)(7)
    
    Mexico
    
    
    100.0
    %Innova, S. de R.L. de C.V. (Innova)(9)
    
    Mexico
    
    
    58.7
    %Grupo Distribuidoras Intermex, S.A. de C.V.(3)(10)
    
    Mexico
    
    
    100.0
    %Paxia, S.A. de C.V.(3)(11)
    
    Mexico
    
    
    100.0
    %Sistema Radiópolis, S.A. de C.V.(2)(3)(12)
    
    Mexico
    
    
    50.0
    %Telesistema Mexicano, S.A. de C.V.(13)
    
    Mexico
    
    
    100.0
    %G-Televisa-D, S.A. de C.V.(14)
    
    Mexico
    
    
    100.0
    %Televisa, S.A. de C.V.(15)
    
    Mexico
    
    
    100.0
    %Televisa Juegos, S.A. de C.V.(2)(3)(16)
    
    Mexico
    
    
    100.0
    %Televisión Independiente de México, S.A. de C.V.(3)(13)
    
    Mexico
    
    
    100.0
    %
 
 (1)
    
    Percentage of equity owned by us directly or indirectly through subsidiaries or affiliates.(2)
    
    One of four 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)
    
    Subsidiary through which we own equity interests in and conduct the operations of our Cable and Telecom segment.(5)
    
    Indirect subsidiary 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 two 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 maintain 99.99% of the equity of Alvafig, a holding company with a 58.3%
interest in the total capital stock of Cablemás, at May 31, 2009.(12)
    
    Direct subsidiary through which we conduct the operations of our Radio business.(13)
    
    One of two direct subsidiaries through which we conduct the operations of our Television Broadcasting, Pay
Television Networks and Programming Exports segments.
  54




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##### Table of Contents



(14)
    
    Indirect subsidiary through which we conduct certain operations of our Television Broadcasting segment.(15)
    
    Indirect subsidiary through which we conduct the operations of our Television Broadcasting, Pay Television
Networks and Programming Exports segments.(16)
    
    Direct subsidiary through which we conduct the operations of our Gaming business.
 Property, Plant and Equipment
 Broadcasting, Office and Production Facilities.
   Number ofOperations
    
    Properties
    
    LocationTelevision and news activitiesOwned properties
    
    
    2
    
    
    San Diego, California(1)Leased properties
    
    
    
    
    
    Buenos Aires, Argentina(1)4
    
    
    Madrid, Spain(2)San Diego, California(1)Zug, Switzerland(1)Publishing activitiesOwned properties
    
    
    7
    
    
    Miami, Florida(1)Santiago, Chile(1)Quito, Ecuador(1)Guayaguil, Ecuador(1)Caracas Venezuela (1)Buenos Aires, Argentina(2)Leased properties
    
    
    9
    
    
    Beverly Hills, California(1)Miami, Florida(1)New York, New York(1)Medellín, Colombia(1)Bogota, Colombia(2)Quito, Ecuador(1)Caracas, Venezuela(1)San Juan, Puerto Rico(1)
  55




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Number ofOperations
    
    Properties
    
    LocationPublishing distribution and other activitiesOwned properties
    
    
    2
    
    
    Lima, Peru(1)Guayaquil, Ecuador(1)Leased properties
    
    
    81
    
    
    Quito, Ecuador(2)Guayaquil, Ecuador(1)Buenos Aires, Argentina(2)Panamá, Panamá(2)Santiago, Chile (44)Armenia, Colombia(1)Barranquilla, Colombia(3)Bogota, Colombia(3)Bucaramanga, Colombia(1)Cali, Colombia(5)Cartagena, Colombia(1)Colombia, Colombia(2)Ibage, Colombia(1)Manizales, Colombia(1)Medellín, Colombia(4)Pasto, Colombia(1)Pompayan, Colombia(1)Pereira, Colombia(1)Santa Martha, Colombia(1)Sincelejo, Colombia,(1)Villavicencio, Colombia(1)Lima, Peru(2)DTHLeased properties
    
    
    5
    
    
    San José, Costa Rica(1)Guatemala (1)Nicaragua (1)Panama (1)
Dominicana (1)TelephonyLeased properties
    
    
    7
    
    
    San Antonio, Texas(3)Dallas, Texas (2)McAllen, Texas (1)Mission, Texas (1)
 Satellites.
    56




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##### Table of Contents



Insurance.
 
 Item 5. Operating and Financial Review and Prospects
 You should read the following discussion together with our 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
    57




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##### Table of Contents



Results of Operations
  Year Ended December 31,(1)2006
    
    
    2007
    
    
    2008Segment Net SalesTelevision Broadcasting
    
    
    53.7
    %
    
    
    49.7
    %
    
    
    43.7
    %Pay Television Networks
    
    
    3.4
    
    
    
    4.3
    
    
    
    4.5Programming Exports
    
    
    5.4
    
    
    
    5.3
    
    
    
    5.0Publishing
    
    
    7.4
    
    
    
    7.8
    
    
    
    7.5Sky
    
    
    19.1
    
    
    
    19.7
    
    
    
    18.7Cable and Telecom
    
    
    5.1
    
    
    
    6.1
    
    
    
    13.5Other Businesses
    
    
    5.9
    
    
    
    7.1
    
    
    
    7.1Total Segment Net Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Intersegment Operations
    
    
    (2.8
    )
    
    
    (2.6
    )
    
    
    (2.3
    )Total Consolidated Net Sales
    
    
    97.2
    %
    
    
    97.4
    %
    
    
    97.7
    %Net SalesCost of Sales(2)
    
    
    42.7
    %
    
    
    43.6
    %
    
    
    44.9
    %Selling Expenses(2)
    
    
    7.9
    
    
    
    7.9
    
    
    
    8.2Administrative Expenses(2)
    
    
    6.1
    
    
    
    5.9
    
    
    
    6.4Depreciation and Amortization
    
    
    7.1
    
    
    
    7.8
    
    
    
    9.0Consolidated Operating Income
    
    
    36.2
    
    
    
    34.8
    
    
    
    31.5Total 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
year-end consolidated 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 year-end financial
statements.(2)
    
    Excluding depreciation and amortization.
  58




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##### Table of Contents



Summary of Business Segment Results
  Year Ended December 31,(1)2006
    
    
    2007
    
    
    2008(Millions of Pesos)Segment Net SalesTelevision Broadcasting
    
    Ps.
    21,760.4
    
    
    Ps.
    21,213.2
    
    
    Ps.
    21,460.7Pay Television Networks
    
    
    1,379.0
    
    
    
    1,852.0
    
    
    
    2,212.5Programming Exports
    
    
    2,190.3
    
    
    
    2,262.1
    
    
    
    2,437.2Publishing
    
    
    2,993.9
    
    
    
    3,311.9
    
    
    
    3,700.4Sky
    
    
    7,732.9
    
    
    
    8,402.2
    
    
    
    9,162.2Cable and Telecom
    
    
    2,059.4
    
    
    
    2,611.6
    
    
    
    6,623.4Other Businesses
    
    
    2,372.1
    
    
    
    3,039.6
    
    
    
    3,498.5Total Segment Net Sales
    
    
    40,488.0
    
    
    
    42,692.6
    
    
    
    49,094.9Intersegment Operations
    
    
    (1,130.3
    )
    
    
    (1,131.1
    )
    
    
    (1,122.6
    )Total Consolidated Net Sales
    
    Ps.
    39,357.7
    
    
    Ps.
    41,561.5
    
    
    Ps.
    47,972.3Operating Segment Income (Loss)Television Broadcasting
    
    Ps.
    10,996.3
    
    
    Ps.
    10,518.1
    
    
    Ps.
    10,504.9Pay Television Networks
    
    
    707.9
    
    
    
    1,150.2
    
    
    
    1,378.2Programming Exports
    
    
    902.0
    
    
    
    1,032.0
    
    
    
    1,076.8Publishing
    
    
    576.7
    
    
    
    624.4
    
    
    
    648.6Sky
    
    
    3,689.1
    
    
    
    4,037.9
    
    
    
    4,416.8Cable and Telecom
    
    
    847.5
    
    
    
    947.2
    
    
    
    2,134.8Other Businesses
    
    
    (206.2
    )
    
    
    (237.5
    )
    
    
    (242.9
    )Total Operating Segment Income(2)
    
    
    17,513.3
    
    
    
    18,072.3
    
    
    
    19,917.2Corporate Expenses(2)
    
    
    (467.8
    )
    
    
    (368.3
    )
    
    
    (478.3
    )Depreciation and Amortization
    
    
    (2,779.8
    )
    
    
    (3,223.1
    )
    
    
    (4,311.1
    )Total Consolidated Operating Income(3)
    
    Ps.
    14,265.7
    
    
    Ps.
    14,480.9
    
    
    Ps.
    15,127.8
 
 (1)
    
    Certain segment data set forth in these tables may vary from certain
data set forth in our 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 year-end
financial statements.(2)
    
    The operating segment income (loss), and 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 year-end financial statements.
  59




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Seasonality
  Results of Operations for the Year Ended December 31, 2008
Compared to the Year Ended December 31, 2007
 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
     61




---



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Programming Exports
    Publishing
    Sky
     62




---



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Cable and Telecom
     Cablevisión
    
    
    CablemásVideo
    
    
    590,690
    
    
    
    851,172Broadband
    
    
    199,731
    
    
    
    242,708Telephony
    
    
    54,068
    
    
    
    76,112RGUs
    
    
    844,489
    
    
    
    1,169,992
 Other Businesses
     63




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##### Table of Contents



Depreciation and Amortization
  Non-operating Results
 Other Expense, Net
  Integral Cost of Financing
  
    
    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
    64




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Income Taxes
   Impuesto
Empresarial a Tasa Única
 Minority Interest Net Income
   Majority Interest Net Income
  
    
    a Ps.420.7 million increase in integral cost of financing, net;
 
    
    a Ps.300.6 million increase in equity in earnings of affiliates, net and
 
    
    a Ps.214.6 million increase in income taxes.
  
    
    a Ps.646.9 million increase in operating income;
 
    
    a Ps.1.3 million decrease in other expense, net; and
 
    
    a Ps.8.9 million decrease in minority interest.
  65




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Results of Operations for the Year Ended December 31, 2007
Compared to the Year Ended December 31, 2006
 Total Segment Results
 Net Sales
  Cost of Sales
  Selling Expenses
  Administrative Expenses
  Television Broadcasting
   Pay Television Networks
    66




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Programming Exports
   Publishing
   Sky
   Cable and Telecom
    67




---



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Other Businesses
   Depreciation and Amortization
  Non-Operating Results
 Other Expense, Net
   Integral Cost of Financing
  Equity in Losses of Affiliates, Net
   68




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##### Table of Contents



Income Taxes
    Minority Interest Net Income
  Majority Interest Net Income
  
    
    a Ps.65.3 million increase in other expense, net;
    
    a Ps.124.5 million increase in equity in earnings of affiliates, net;
    
    a Ps.1,257.1 million increase in income taxes; and
    
    a Ps.325.5 million increase in minority interest net income.
  
    
    a Ps.215.2 million increase in operating income; and
    
    a Ps.730.8 million decrease in integral cost of financing, net.
 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 EndedDecember 31,2006
    
    
    2007
    
    
    2008Devaluation (appreciation) of the Peso as compared to the U.S. Dollar(1)
    
    
    1.7
    %
    
    
    1.1
    %
    
    
    26.7
    %Mexican inflation rate(2)
    
    
    4.1
    
    
    
    3.8
    
    
    
    6.5U.S. inflation rate
    
    
    2.5
    
    
    
    4.1
    
    
    
    0.1Increase in Mexican GDP(3)
    
    
    5.1
    
    
    
    3.3
    
    
    
    1.3
  69




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##### Table of Contents



(1)
    
    Based on changes in the Interbank Rates, as reported by Banamex, at
the end of each period, which were as follows: Ps.10.6265 per U.S.
Dollar as of December 31, 2005; Ps.10.8025 per U.S. Dollar as of
December 31, 2006; Ps.10.9222 per U.S. Dollar as of December 31, 2007;
and Ps.13.84 per U.S. Dollar as of December 31, 2008.(2)
    
    Based on changes in the NCPI from the previous period, as reported by
the Mexican Central Bank, which were as follows: 116.3 in 2005; 121.0
in 2006; 125.6 in 2007; and 133.8 in 2008.(3)
    
    As reported by the Instituto Nacional de Estadística, Geografía e
Informática, or INEGI, and, in the case of GDP information for 2008 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 television 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 2006, 2007 and 2008:
 Year Ended December 31,2006
    
    
    2007
    
    
    2008(Millions of U.S. Dollars)Revenues
    
    U.S.
    $470
    
    
    U.S.
    $570
    
    
    U.S.
    $683Operating costs and expenses
    
    
    529
    
    
    
    615
    
    
    
    685
  
    
    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.
 
    
    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 exchanges losses, derivatives used to hedge foreign exchange risk and
increased interest expense increased our integral cost of financing.
   70




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##### Table of Contents



Inflation Under Mexican FRS.
 
    
    restatement of Mexican non-monetary assets (other than transmission rights, inventories
and equipment of non-Mexican origin), non-monetary liabilities and stockholders equity
using the NCPI; and
 
    
    restatement of all inventories at net replacement cost.
 U.S. GAAP Reconciliation
  Recently Issued U.S. Accounting Standards
       71




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72




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##### Table of Contents



Recently Issued Mexican Financial Reporting Standards
 Consejo Mexicano para la Investigación y Desarrollo de Normas de Información
Financiera Normas de Información Financiera Interpretaciones a las NIF
  Business Acquisitions
 Consolidated or Combined Financial Statements
  73




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Investments in Associates and Other Permanent Investments
 Intangible Assets
 Share-based Payments
 Critical Accounting Policies
  Accounting for Programming.
    74




---



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Equity Investments.
    Goodwill and Other Indefinite-lived Intangible Assets.
   Long-lived Assets.
 Deferred Income Taxes.
  75




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##### Table of Contents



Financial Instruments Measured at Fair Value.
    Fair Value.
  
    
    Level 1  Unadjusted quoted prices in active markets that are accessible at the
measurement date for identical, unrestricted assets or liabilities;
 
    
    Level 2  Inputs that are observable, either directly or indirectly, but do not qualify
as Level 1 inputs (i.e., quoted prices for similar assets or liabilities) and
 
    
    Level 3  Prices or valuation techniques that require inputs that are both significant to
the fair value measurement and unobservable (i.e., supported by little or no market
activity).
   76




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##### Table of Contents



U.S. GAAP
    
    
    Quoted prices in
    
    
    Internal models
    
    
    Internal modelsBalance at
    
    
    active markets
    
    
    with significant
    
    
    with significantDecember 31,
    
    
    for identical
    
    
    observable
    
    
    unobservable2008
    
    
    assets (Level 1)
    
    
    inputs (Level 2)
    
    
    inputs (Level 3)Assets:Temporary investments
    
    Ps.
    8,321,286
    
    
    Ps.
    7,407,689
    
    
    Ps.
    913,597
    
    
    Ps.
    Derivative financial instruments
    
    
    2,363,148
    
    
    
    
    
    
    
    2,363,148
    
    
    
    Total
    
    Ps.
    10,684,434
    
    
    Ps.
    7,407,689
    
    
    Ps.
    3,276,745
    
    
    Ps.
    LiabilitiesDerivative financial instruments
    
    Ps.
    604,650
    
    
    Ps.
    
    
    
    Ps.
    604,650
    
    
    Ps.
    Total
    
    Ps.
    604,650
    
    
    Ps.
    
    
    
    Ps.
    604,650
    
    
    Ps.
    
 Temporary
Investments.
   Derivative Financial Instruments.
     77




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Liquidity, Foreign Exchange and Capital Resources
 Liquidity.
       78




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##### Table of Contents



Net income adjusted for non-cash items.
  
    
    a Ps.555.1 million increase in operating income;
 
    
    a Ps.729.2 million decrease in integral cost of financing, which was due primarily to an
increase in interest income and in foreign exchange gain; and
 
    
    a Ps.845.2 million decrease in other expense, net.
  
    
    a Ps.3,014.5 million increase in operating income;
 
    
    a Ps.861.7 million decrease in income and asset taxes; and
 
    
    a Ps.780.9 million decrease in integral cost of financing, which was due primarily to a
decrease in foreign exchange loss and interest expense.
  Capital Expenditures, Acquisitions and Investments, Distributions and Other Sources of Liquidity.
  
    
    make aggregate capital expenditures for property, plant and equipment totaling U.S.$500
million, of which U.S.$220 million, U.S.$145 million and U.S.$35 million are for the
expansion and improvements of our Cable and Telecom, Sky and Gaming businesses,
respectively, and the remaining U.S.$100 million is for our Television Broadcasting and
other businesses; and
 
    
    make investments related to our 40% interest in La Sexta for an aggregate amount of
41.4 million.
  
    
    made aggregate capital expenditures totaling U.S.$478.8 million, of which U.S.$183.3
million, U.S.$114 million and U.S.$39.6 million correspond to our Cable and Telecom, Sky
and Gaming businesses, respectively, and U.S.$141.9 million to our Television Broadcasting
and other businesses;
 
    
    made investments related to our 40% interest in La Sexta for an aggregate amount of
44.4 million (U.S.$63.4 million); and
 
    
    made investments in Cablemás, for an aggregate amount of U.S.$100.0 million, in Spot
Runner, for an aggregate amount of U.S.$25.0 million, and in Volaris, for an aggregate
amount of U.S.$12.0 million.
  79




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##### Table of Contents




    
    made aggregate capital expenditures totaling U.S.$355.1 million, including U.S.$78.7
million for our Cable and Telecom segment, U.S.$122.3 million for Sky, U.S.$41.4 million for
gaming, and U.S.$112.7 million in our Television Broadcasting and other businesses;
 
    
    made investments related to our 40% interest in La Sexta for an aggregate amount of 65.9
million (U.S.$89.9 million);
 
    
    acquired Editorial Atlántida, a leading publishing company in Argentina, for
approximately U.S.$78.8 million; and
 
    
    acquired in December 2007 shares of companies that hold the majority of the assets of
Bestel, a privately held, facilities-based telecommunications company in Mexico by our
indirect majority-owned subsidiary, Cablestar for U.S.$256.0 million in cash plus an
additional capital contribution of U.S.$69.0 million.
 Refinancings.
       Indebtedness.
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Debt Outstanding(1)December 31,2008
    
    
    Interest
    
    
    
    
    MaturityDescription of Debt
    
    Actual
    
    
    Rate(2)
    
    
    Denomination
    
    of DebtLong-term debt8% Senior Notes(2)
    
    
    995.8
    
    
    
    8.0
    %
    
    U.S. Dollars
    
    
    20116% Senior Notes(2)
    
    
    6,920.0
    
    
    
    6.0
    %
    
    U.S. Dollars
    
    
    20188.5% Senior Notes(2)
    
    
    4,152.0
    
    
    
    8.5
    %
    
    U.S. Dollars
    
    
    20326.625% Senior Notes(2)
    
    
    8,304.0
    
    
    
    6.625
    %
    
    U.S. Dollars
    
    
    20258.49% Senior Notes(2)
    
    
    4,500.0
    
    
    
    8.49
    %
    
    Pesos
    
    
    20379.375% Senior Notes(3)
    
    
    2,417.8
    
    
    
    9.375
    %
    
    U.S. Dollars
    
    
    2015JPMorgan Chase Bank, N.A. loan(4)
    
    
    3,114.0
    
    
    
    2.088
    %
    
    U.S. Dollars
    
    
    2012JPMorgan Chase Bank, N.A. loan(4)
    
    
    692.0
    
    
    
    3.750
    %
    
    U.S. Dollars
    
    
    2012Inbursa, S.A. loan due 2009(5)
    
    
    1,162.5
    
    
    
    9.700
    %
    
    Pesos
    
    
    2009Inbursa, S.A. loan due 2010 and 2012(5)
    
    
    2,000.0
    
    
    
    10.35
    %
    
    Pesos
    
    2010 and 2012Santander Serfin loan 2016(5)
    
    
    1,400.0
    
    
    
    8.98
    %
    
    Pesos
    
    
    2016Banamex loan due 2016(5)
    
    
    2,100.0
    
    
    
    8.74
    %
    
    Pesos
    
    
    2016Other debt(6)
    
    
    1,205.0
    
    
    
    6.03
    %
    
    Various
    
    
    2009-2022Total debt (including current maturities)
    
    
    38,963.1
    
    
    
    
    
    
    
    
    
    12.6
    (7)Less: current maturities
    
    
    2,283.2
    
    
    
    
    
    
    Various
    
    December 2009Total long-term debt
    
    
    36,679.9
 (1)
    
    U.S. Dollar-denominated debt is translated into Pesos at an exchange rate
of Ps.13.84 per U.S. Dollar, the Interbank Rate, as reported by Banamex,
as of December 31, 2008.(2)
    
    These Senior Notes due 2011, 2018, 2025, 2032 and 2037, in the outstanding
principal amount of U.S.$72 million, U.S.$500 million, U.S.$600 million,
U.S.$300 million and Ps.4,500,000, 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 and 2037, including additional amounts payable in respect
of certain Mexican withholding taxes, is 8.41%, 6.31%, 6.97%, 8.94% and
8.93% per annum, respectively, and is payable semi-annually. These Senior
Notes may not be redeemed prior to maturity, except 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.
Also, the Company may, at its own option, redeem the Senior Notes due
2018, 2025 and 2037, 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 and 2032 were priced at 98.793%, 99.280% and 99.431%,
respectively, for a yield to maturity of 8.179%, 6.097% and 8.553%,
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. Substantially all of these Senior Notes are
registered with the SEC.(3)
    
    These U.S.$174.7 million Senior Guaranteed Notes are unsecured obligations
of Cablemás and its restricted subsidiaries and are guaranteed by such
restricted subsidiaries, rank equally in right of payment with all
existing and future unsecured and unsubordinated indebtedness of Cablemás
and its restricted subsidiaries, and are junior in right of payment to all
of the existing and future secured indebtedness of Cablemás and its
restricted subsidiaries to the extent of the value of the assets securing
such indebtedness, interest on these Senior Notes, including additional
amounts payable in respect of certain Mexican withholding taxes, is
9.858%, and is payable semi-annually. Cablemás may redeem these Senior
Notes, in whole or in part, at any time up before November 15, 2010, at
redemption prices plus accrued and unpaid interest. The agreement of these
Senior Notes contains covenants relating to Cablemás and its restricted
subsidiaries, including covenants with respect to limitations on
indebtedness, payments, dividends, investments, sale of assets, and
certain mergers and consolidations. In July 2008, Cablemás prepaid a
portion of these Senior Notes in the principal amount of U:S.$0.3 million
in connection with a tender offer to purchase these Senior Notes at a
purchase price of 101% plus related accrued and unpaid interest.
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(4)
    
    In December 2007, Empresas Cablevisión and Cablemás entered into a 5-year
term loan facilities with a U.S. bank 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 Bestel. Annual interest on these loan
facilities is payable on a quarterly basis at LIBOR plus an applicable
margin that may range from 0.475% to 0.800% depending on a leverage ratio.
At December 31, 2008, the applicable leverage ratio for Empresas
Cablevisión and Cablemás was 0.525% and 0.600%, respectively. Under the
terms of the loan facilities, Empresas Cablevisión and its subsidiaries
and Cablemás 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.(5)
    
    Includes in 2008, outstanding balance of long-term loans in the principal
amount of Ps.2,000,000 and, Ps.1,162,460, in connection with certain
credit agreements entered into by the Company with a Mexican bank, with
various maturities from 2009 through 2012. Interest on these loans is, in
a range of 8.925% to 10.350% per annum, and is payable on a monthly basis.
Under the terms of these credit agreements, 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. The balance in 2008 also
includes two 10-year loans entered into by Sky with Mexican banks in the
aggregate principal amount of Ps.3,500,000. This 10-year Sky indebtedness
is guaranteed by the Company and includes a Ps.2,100,000 loan with an
annual interest rate of 8.74% and a Ps.1,400,000 loan with an annual
interest rate of 8.98% for the first three years ending in March and April
2009, respectively, and the Mexican interbank interest rate of TIIE plus
24 basis points for the remaining seven years. Interest on these two
10-year loans is payable on a monthly basis.(6)
    
    Includes Ps. 1,107,200 in connection with a non-interest bearing
promissory note in the principal amount of U.S.$80 million with a maturity
date of August 2009, which amount was originally recognized by the Group,
and guaranteed by the Company, as a long-term liability in connection
with the acquisition of Bestel in December 2007. In 2008, this liability
was replaced under similar terms by a U.S.$80 million non-interest bearing
promissory note payable to a foreign financial institution. In March 2009,
the Company entered into a purchase agreement with the holder of the
promissory note. Includes notes payables to banks, bearing annual interest
rates ranging from 1.25 to 1.50 basis points above LIBOR. The maturities
of these notes are between 2009 and 2022.(7)
    
    Actual weighted average maturity of long-term debt as of December 31, 2008.
 Interest Expense.
  Year Ended December 31,(1)(2)2006
    
    
    2007
    
    
    2008Interest payable in U.S. Dollars
    
    U.S.$
    95.6
    
    
    U.S.$
    87.2
    
    
    U.S.$
    124.4Amounts currently payable under
Mexican withholding taxes(3)
    
    
    4.2
    
    
    
    3.7
    
    
    
    4.6Total interest payable in U.S. Dollars
    
    U.S.$
    99.8
    
    
    U.S.$
    90.9
    
    
    U.S.$
    129.0Peso equivalent of interest payable in
U.S. Dollars
    
    Ps.
    1,156.4
    
    
    Ps.
    1,014.4
    
    
    Ps.
    1,432.7Interest payable in Pesos
    
    
    812.7
    
    
    
    1,149.6
    
    
    
    1,383.7Restatement of UDI-denominated Notes Due 2007
    
    
    41.3
    
    
    
    13.0
    
    
    
    Total interest expense
    
    Ps.
    2,010.4
    
    
    Ps.
    2,177.0
    
    
    Ps.
    2,816.4
 
 (1)
    
    U.S. Dollars are translated into Pesos at the rate prevailing when
interest was recognized as an expense for each period, and the Peso
amounts for the years ended December 31, 2006 and 2007 were restated
to Pesos in purchasing power as of December 31, 2007. We discontinued
recognizing the effects of inflation in financial information
effective January 1, 2008.(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.
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Guarantees.
  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 Months2009 to
    
    
    2010 to
    
    
    2012 to
    
    
    Subsequent toDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,Total
    
    
    2009
    
    
    2011
    
    
    2013
    
    
    2013(Thousands of U.S. Dollars)8% Senior Notes due 2011
    
    U.S.$
    71,951
    
    
    U.S.$
    
    
    
    U.S.$
    71,951
    
    
    U.S.$
    
    
    
    U.S.$
    8.5% Senior Notes due 2032
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,0006.625% Senior Notes due 2025
    
    
    600,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600,0008.49% Senior Notes due 2037
    
    
    325,145
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325,1458.625% Senior Notes due 2018
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500,0009.375% Senior Notes due 2015
    
    
    174,700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    174,700Inbursa loan due 2009
    
    
    83,993
    
    
    
    83,993Inbursa loan due 2010 and 2012
    
    
    144,509
    
    
    
    
    
    
    
    72,254
    
    
    
    72,255JPMorgan Chase Bank, N.A. loan
due 2012
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    
    225,000JPMorgan Chase Bank, N.A. loan
due 2012
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    50,000Credit Suisse due 2009
    
    
    80,000
    
    
    
    80,000Santander Serfin loan due 2016
    
    
    101,156
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    101,156Banamex loan due 2016
    
    
    151,734
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    151,734Other debt
    
    
    7,062
    
    
    
    976
    
    
    
    3,471
    
    
    
    329
    
    
    
    2,286Long-term debt
    
    
    2,815,250
    
    
    
    164,969
    
    
    
    147,676
    
    
    
    347,584
    
    
    
    2,155,021Accrued
interest
    
    
    31,776
    
    
    
    31,776Satellite transponder obligation
    
    
    94,773
    
    
    
    10,029
    
    
    
    23,855
    
    
    
    29,992
    
    
    
    30,897Transmission rights(1)
    
    
    291,443
    
    
    
    73,214
    
    
    
    87,372
    
    
    
    87,957
    
    
    
    42,900Total contractual obligations
    
    U.S.$
    3,233,242
    
    
    U.S.$
    279,988
    
    
    U.S.$
    258,903
    
    
    U.S.$
    465,533
    
    
    U.S.$
    2,228,818
 
 (1)
    
    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.
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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,
    
    
    Months2009 to
    
    
    2010 to
    
    
    2012 to
    
    
    Subsequent toDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,Total
    
    
    2009
    
    
    2011
    
    
    2013
    
    
    2013(Thousands of U.S. Dollars)Satellite transponder
commitments(1)
    
    
    U.S.$37,570
    
    
    
    U.S.$11,726
    
    
    
    U.S.$12,118
    
    
    
    U.S.$7,500
    
    
    
    U.S.$6,226Agreement with Intelsat
Corporation(2)
    
    
    147,900
    
    
    
    
    
    
    
    141,300
    
    
    
    3,600
    
    
    
    3,000Capital expenditures
commitments(3)
    
    
    18,780
    
    
    
    18,780
    
    
    
    
    
    
    
    
    
    
    
    Lease commitments(4)
    
    
    56,725
    
    
    
    17,160
    
    
    
    23,555
    
    
    
    5,481
    
    
    
    10,529Interest on
debt(5)
    
    
    2,619,267
    
    
    
    159,870
    
    
    
    358,272
    
    
    
    331,438
    
    
    
    1,769,687Interest on
satellite transponder obligation
    
    
    41,319
    
    
    
    10,370
    
    
    
    16,946
    
    
    
    10,810
    
    
    
    3,193Other(6)
    
    
    79,939
    
    
    
    57,858
    
    
    
    22,081
    
    
    
    
    
    
    
    Total contractual obligations
    
    
    U.S.$3,001,500
    
    
    
    U.S.$275,764
    
    
    
    U.S.$574,272
    
    
    
    U.S.$358,829
    
    
    
    U.S.$1,792,635
 
 (1)
    
    Our minimum commitments for the use of satellite transponders under operating lease contracts.(2)
    
    Agreement of Sky and Sky Brasil with Intelsat Corporation to build and launch a new
24-transponder satellite in the first semester of 2010. See Note 11 to our year-end financial
statements.(3)
    
    Our commitments for capital expenditures include U.S.$5,988, which are related to
improvements to leasehold facilities of our gaming operations.(4)
    
    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 year-end financial statements.(5)
    
    Interest to be paid in
future years on
outstanding debt as of December 31, 2008, was estimated based on
contractual interest rates and exchange rates as of that date.(6)
    
    We have commitments of capital contributions in 2009 and 2010, subject to certain conditions,
related to our 40% equity interest in La Sexta in the aggregate amount of 41.4 million
(U.S.$57,858 million) and 15.8 million (U.S.$22,081 million), respectively.
  84




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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 Board of Banco
Nacional de México, S.A.
    
    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 Board of Grupo
Modelo, S.A.B. de C.V.
    
    April 1997Pedro Carlos Aspe Armella
(07/07/50)
    
    Co-Chairman of Evercore
Partners Partners
    
    Member of the Board of The
McGraw-Hill Companies
    
    April 2003Julio Barba Hurtado
(05/20/33)
    
    Legal Advisor to the
Company, Secretary to
the Audit and Corporate
Practices Committee of
Grupo Televisa 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, Vice
President of Operations
    
    April 1998Alberto Bailléres González
(08/22/31)
    
    President of Grupo Bal,
S.A. de C.V.
    
    Member of the Boards of
Industrias Peñoles, Grupo
Nacional Provincial, Grupo
Profuturo, GNP Afore, GNP
Pensiones, Valores Mexicanos,
Casa de Bolsa, Grupo Palacio
de Hierro, BBVA Bancomer,
Fomento Económico Mexicano,
Grupo Kuo, Grupo Dine and
President of the Board of
Governors of ITAM
    
    April 2004Francisco José Chévez Robelo
(07/03/29)
    
    Retired Partner of Chévez,
Ruiz, Zamarripa y Cía.,
S.C. and Chairman of the
Audit and Corporate
Practices Committee of
Grupo Televisa and
Empresas Cablevisión,
S.A.B. de C.V.
    
    Member of the Board of
Empresas Cablevisión, S.A.B.
de C.V. and former Partner of
Chévez, Ruíz, Zamarripa y
Cía., S.C.
    
    April 2003
  85




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##### Table of Contents



Name and Date of Birth
    
    Principal Occupation
    
    Business Experience
    
    First ElectedManuel Jorge Cutillas Covani
(03/01/32)
    
    Former President and Chief
Executive Officer of Grupo
Bacardi Limited
    
    Member of the Board of
Bacardi Limited and former
Chairman of the Board of
Grupo Bacardi Limited
    
    April 1992José Antonio Fernández 
Carbajal (2/15/54)
    
    Chairman of the Board and
Chief Executive Officer of
Fomento Económico
Mexicano, S.A.B. de C.V.
and Coca-Cola FEMSA,
S.A.B. de C.V.
    
    Vice Chairman of the Board of
ITESM and member of the
Boards of Grupo Financiero
BBVA Bancomer, Industrias
Peñoles, Grupo Industrial
Bimbo, CEMEX, Controladora
Vuela Compañía de Aviación
and Chairman of the Advisory
Board México of the Woodrow
Wilson Center and México
Institute Co.
    
    April 2007Carlos Fernández González
(09/29/66)
    
    Chief Executive Officer
and Chairman of the Board
of Grupo Modelo, S.A.B. de
C.V., Member of the Board
and Partner of Fnaccess
México, S.A.B. de C.V.,
Partner and Chief
Executive Officer of
Tendora San Carlos, S.A.
de C.V.
    
    Member of the Boards of
Emerson Electric Co, Grupo
Financiero, Santander, S.A.B.
de C.V. and Anheuser-Busch
Companies, Inc.
    
    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 President of the
Mexican Chamber of Television
and Radio Broadcasters and
Deputy to the President of
Grupo Televisa
    
    April 1999Claudio X. González Laporte
(05/22/34)
    
    Chairman of the Board of
Kimberly-Clark de México,
S.A.B. de C.V.
    
    Member of the Boards of Grupo
Alfa, Grupo Carso, Grupo
Mexico, Investment Company of
America, Grupo Inbrusa and
Mexico Fund
    
    April 1997Roberto Hernández Ramírez
(03/24/42)
    
    Chairman of the Board of
Banco Nacional de México,
S.A.
    
    Member of the Boards of Grupo
Financiero Banamex Accival,
Citigroup, Inc., and Grupo Industrial Maseca, S.A. de C.V.
    
    April 1992Enrique Krauze Kleinbort
(09/17/47)
    
    Director and Partner of
Editorial Clío Libros, y
Videos, S.A. de C.V. and of
Editorial Vuelta, S.A. de
C.V.
    
    Member and Chairman of the
Boards of Editorial Clío,
Libros y Videos, S.A. de C.V.
and of Quadrant, S.A. de C.V.
and President of the Board of
Directors of Productora
Contadero, S.A. de C.V.
    
    April 1996Germán Larrea Mota Velasco
(10/26/53)
    
    Chairman of the Board,
President and Chief
Executive Officer of Grupo
México, S.A.B. de C.V.
    
    Chairman of the Board of
Southern Copper Corporation
and Grupo Ferroviario
Mexicano, S.A. de C.V.
    
    April 1999
  86




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##### Table of Contents



Name and Date of Birth
    
    Principal Occupation
    
    Business Experience
    
    First ElectedMichael 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; Director
of Hamilton Lane Advisors,
LLC and Pan American Silver
Corp.
    
    April 2009Lorenzo Alejandro Mendoza 
Giménez (10/05/1965)
    
    Chief Executive Officer,
member of the Board and
President of the Executive
Committee of Empresas Polar
    
    Member of the Boards of
Universidad Metropolitana,
Group of Fifty (G-50), the
MIT Deans Advisory
Council, the World Economic
Forum, the Young Global
Leaders and an Ashoka fellow;
Former member of AES La
Electricidad de Caracas,
CANTV-Verizon and BBVA Banco
Provincial.
    
    April 2009Alejandro Jesus 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, S.A. de
C.V., Dine, S.A.B. de C.V.
and Grupo Kuo, S.A.B. de
C.V.
    
    Member of the Boards of Grupo
Alfa, Grupo Carso,
Kimberly-Clark de México and
Industrias Peñoles
    
    April 1992Enrique Francisco José
Senior Hernández (08/03/43)
    
    Managing Director of Allen
& Company, LLC
    
    Member of the Boards of
Coca-Cola FEMSA, Cinemark and
FEMSA
    
    April 2001
  87




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##### Table of Contents



Name and Date of Birth
    
    Principal Occupation
    
    Business Experience
    
    First ElectedAlternate 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 Televisa
Regional
    
    Former Private Investor in
Promoción y Programación de
la Provincia, S.A. de C.V.,
Promoción y Programación del
Valle de Lerma, S.A. de C.V.,
Promoción y Programación del
Sureste, S.A. de C.V.,
Teleimagen Profesional del
Centro, S.A. de C.V. and
Estrategia Satélite, S.C.
    
    April 2002Joaquín 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)
    
    Chief Financial Officer of
Gestora de Inversiones
Audiovisuales La Sexta, S.A.
    
    Former Member of the Boards
of Promecap, S.C. and Grupo
Financiero del Sureste, S.A.,
former Director of Corporate
Finance of Scotiabank
Inverlat, S.A. and former
Vice President of
Administration 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
    
    Member of the Boards of
Directors of Sport City
Universidad, S.A. de C.V.,
Club de Golf Los Encinos,
S.A. and Global Assurance
Brokers Agente de Seguros de
Fianzas, S.A. de C.V.
    
    April 2002Salvi Rafael Folch Viadero
(08/16/67)
    
    Chief Financial Officer of
Grupo Televisa
    
    Former Vice President of
Financial Planning of Grupo
Televisa, 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)
    
    Vice President of News
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.
    
    April 2000Alberto Javier Montiel 
Castellanos (11/22/45)
    
    Director of Montiel Font y
Asociados, S.C. and Member
of the Audit and Corporate
Practices Committees of
Grupo Televisa and Empresas
Cablevisión, S.A.B. de C.V.
    
    Former Tax Vice President of
Grupo Televisa and Former Tax
Director of Wal-Mart de
México, S.A.B. de C.V.
    
    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.
    
    April 2002
  88




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##### Table of Contents



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.
  89




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##### Table of Contents




    
    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;
 
    
    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
  90




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##### Table of Contents



Audit and Corporate Practices Committee.
   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 Board of Banco
Nacional de México, S.A.
    
    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 Board of Grupo
Modelo, S.A.B. de C.V.
    
    January 2004Félix José Araujo Ramírez
(03/20/51)
    
    Vice President of Televisa Regional
    
    Former Private Investor in
Promoción y Programación de la
Provincia, S.A. de C.V.,
Promoción y Programación del
Valle de Lerma, S.A. de C.V.,
Promoción y Programación del
Sureste, S.A. de C.V.,
Teleimagen Profesional del
Centro, S.A. de C.V. and
Estrategia Satélite, S.C.
    
    January 1993
  91




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##### Table of Contents



Name and Date of Birth
    
    Principal Position
    
    Business Experience
    
    First AppointedMaximiliano Arteaga Carlebach
(12/06/42)
    
    Vice President of Technical
Operations, Services & Television
Production of Grupo Televisa
    
    Former Vice President of
Operations  Televisa
Chapultepec, former Vice
President of Administration 
Televisa San Angel 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, Vice President of
Operations
    

November 2008April 1999Jean Paul Broc Haro (08/08/62)
    
    Chief Executive Officer of
Cablevisión
    
    Former Chief Executive Officer
of Pay Television Networks of
Grupo Televisa and former
Technical and Operations
Director of Pay Television
Networks of Grupo Televisa
    
    February 2003Salvi Rafael Folch 
Viadero (08/16/67)
    
    Chief Financial
Officer of Grupo
Televisa
    
    Former Vice
President of
Financial Planning
of Grupo Televisa,
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 and
Member of the
Executive Office of
the Chairman and
Member of the
Executive Committee
of Grupo Televisa
    
    Former Deputy to
the President of
Grupo Televisa and
former President of
the Mexican Chamber
of Television and
Radio Broadcasters
    
    January 2004Eduardo Michelsen 
Delgado (03/03/71)
    
    Chief Executive
Officer and Vice
President of
Televisa Publishing
& Interactive Media
    
    Former Chief
Executive Officer
of Editorial
Televisa
International,
former Vice
President of
Editorial Televisa
Mexico, Former Vice
President of
Operations of
Editorial Televisa
International,
former Chief
Executive Officer
of Grupo Semana and
former Project
Director for
McKinsey & Co.,
Partner and Council
Member of PSC
Profit Supply
Center LLC and
Operadora de
Servicios Mega,
S.A. de C.V.
    
    January 2008Jorge Eduardo 
Murguía Orozco
(01/25/50)
    
    Vice President of
Production of Grupo
Televisa
    
    Former
Administrative Vice
President and
former Director of
Human Resources of
Televisa
    
    March 1992Alejandro Jesus 
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.
    
    January 1998Francisco Javier 
Mérida Guzmán
(07/31/67)
    
    Chief Executive
Officer of Sistema
Radiópolis
    
    Former Chief
Executive Officer
and National Sales
Manager of Cadena
SER Málaga
    
    September 2006Alexandre Moreira 
Penna (12/25/54)
    
    Chief Executive
Officer Corporación
Novavision
    
    Former Vice
President of
Corporate Finance
of Grupo Televisa
and former Managing
Director of
JPMorgan Chase
Bank, N.A.
    
    January 2004
  92




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##### Table of Contents



Compensation of Directors and Officers
    Use of Certain Assets and Services
    Stock Purchase Plan
    93




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##### Table of Contents



Long-Term Retention Plan
     94




---



##### Table of Contents



Share Ownership of Directors and Officers
  Employees and Labor Relations
  Year Ended December 31,2006
    
    
    2007
    
    
    2008Total number of employees
    
    
    16,205
    
    
    
    17,810
    
    
    
    22,528Category of activity:Employees
    
    
    16,170
    
    
    
    17,777
    
    
    
    22,488Executives
    
    
    35
    
    
    
    33
    
    
    
    40Geographic location:Mexico
    
    
    14,629
    
    
    
    15,871
    
    
    
    20,571Latin America (other than Mexico)
    
    
    1,131
    
    
    
    1,473
    
    
    
    1,529U.S
    
    
    437
    
    
    
    466
    
    
    
    428Other Countries
    
    
    8
    
    
    
    0
    
    
    
    0
   95




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##### Table of Contents



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
    
    
    
    44.2
    %
    
    
    67,814,604
    
    
    
    0.1
    %
    
    
    107,886,870
    
    
    
    0.1
    %
    
    
    107,886,870
    
    
    
    0.1
    %
    
    
    15.4
    %Inbursa Trust(4)
    
    
    1,657,549,900
    
    
    
    1.4
    %
    
    
    1,458,643,912
    
    
    
    2.6
    %
    
    
    2,320,569,860
    
    
    
    2.7
    %
    
    
    2,320,569,860
    
    
    
    2.7
    %
    
    
    2.2
    %Dodge & Cox, Inc.(5)
    
    
    4,015,136,500
    
    
    
    3.3
    %
    
    
    3,533,320,120
    
    
    
    6.3
    %
    
    
    5,621,191,100
    
    
    
    6.6
    %
    
    
    5,621,191,100
    
    
    
    6.6
    %
    
    
    5.4
    %Davis Selected Advisers(6)
    
    
    3,401,313,750
    
    
    
    2.8
    %
    
    
    2,993,156,100
    
    
    
    5.3
    %
    
    
    4,761,839,250
    
    
    
    5.6
    %
    
    
    4,761,839,250
    
    
    
    5.6
    %
    
    
    4.6
    %Cascade Investment, LLC(7)
    
    
    2,645,050,000
    
    
    
    2.2
    %
    
    
    2,327,644,000
    
    
    
    4.2
    %
    
    
    3,703,070,000
    
    
    
    4.3
    %
    
    
    3,703,070,000
    
    
    
    4.3
    %
    
    
    3.6
    %Oppenheimer Funds, Inc.(8)
    
    
    2,546,551,875
    
    
    
    2.1
    %
    
    
    2,240,965,650
    
    
    
    4.0
    %
    
    
    3,565,172,625
    
    
    
    4.2
    %
    
    
    3,565,172,625
    
    
    
    4.2
    %
    
    
    3.4
    %Total
    
    
    119,874,826,425
    
    
    
    
    
    
    
    55,991,635,176
    
    
    
    
    
    
    
    85,327,736,865
    
    
    
    
    
    
    
    85,327,736,865
    
    
    
    
    
    
    
    
 
 (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, 2009. The number of shares issued and outstanding for legal purposes as of May
31, 2009 was 60,948,213,050 series A Shares, 53,634,427,484 series B Shares, 85,327,498,270 series D Shares and
85,327,498,270 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, 2009 was
59,121,480,075 series A Shares, 52,026,902,466 series B Shares, 82,770,072,105 series D Shares and 82,770,072,105
series L Shares in the form of CPOs, and an additional 52,915,848,965 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, 2009 does not include: (i) 73,069,319
CPOs and an additional 6,010,764,410 series A Shares, 2,357,021,155 series B Shares, 54 series D Shares and 54 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 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, L Shares or D 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)
    
    Until June 17, 2009, a trust for the benefit of Promotora Inbursa, S.A. de C.V. an indirect subsidiary of Grupo
Financiero Inbursa, S.A.B. de C.V., or the Inbursa Trust, held 1,657,549,900 Series A Shares, 1,458,643,912 Series B
Shares, 2,320,569,860 Series L Shares and 2,320,569,860 Series D Shares, all in the form of CPOs, which represented
2.2% of outstanding shares of the Company, through the Stockholder
Trust. See Major Stockholders and Related Party
Transactions  The Major Stockholders. On June 17, 2009, the Stockholder Trust was terminated and the shares and
CPOs which were formerly held through such trust, were delivered to the corresponding beneficiaries, the Inbursa Trust
and the Azcárraga Trust.(5)
    
    Based solely on information included in the report on Form 13F filed on March 31, 2009 by Dodge & Cox.(6)
    
    Based solely on information included in the report on Form 13F filed on March 31, 2009 by Davis Selected Advisers, L.P.(7)
    
    Based solely on information included in the report on Form 13D filed on April 30, 2009 by Cascade Investment, L.L.C.(8)
    
    Based solely on information included in the report on Form 13F filed on March 31, 2009 by Oppenheimer Funds, Inc.
 
 The Major Stockholders
   96




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##### Table of Contents



Related Party Transactions
 Transactions and Arrangements With Innova.
 Capital Contributions and Loans
 Programming.
 Advertising Services.
 Guarantees.
   97




---



##### Table of Contents



Tax Sharing Agreement.
  Transactions and Arrangements With Univision.
  Transactions and Arrangements With Vuela.
   Transactions and Arrangements with TVI.
  98




---



##### Table of Contents



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




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##### Table of Contents



Advertising Services.
   Agency Services.
   100




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##### Table of Contents



Legal and Advisory Services.
 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
    
    
    Low2004
    
    Ps.
    34.93
    
    
    Ps.
    22.222005
    
    Ps.
    44.13
    
    
    Ps.
    29.202006
    
    Ps.
    60.88
    
    
    Ps.
    37.672007
    
    Ps.
    68.10
    
    
    Ps.
    48.29First Quarter
    
    
    66.68
    
    
    
    58.99Second Quarter
    
    
    68.10
    
    
    
    57.19Third Quarter
    
    
    62.06
    
    
    
    52.50Fourth Quarter
    
    
    57.43
    
    
    
    48.29December
    
    
    54.29
    
    
    
    51.662008
    
    
    57.35
    
    
    
    36.19First Quarter
    
    
    52.91
    
    
    
    44.81Second Quarter
    
    
    57.35
    
    
    
    47.68Third Quarter
    
    
    52.76
    
    
    
    43.29Fourth Quarter
    
    
    48.55
    
    
    
    36.19December
    
    
    43.75
    
    
    
    38.042009
(through June 29, 2009)
    
    
    48.17
    
    
    
    33.91First Quarter
    
    
    44.31
    
    
    
    33.91January
    
    
    44.31
    
    
    
    39.31February
    
    
    40.95
    
    
    
    35.37March
    
    
    40.87
    
    
    
    33.91Second
Quarter (through June 29, 2009)
    
    
    48.17
    
    
    
    39.39April
    
    
    44.35
    
    
    
    39.39May
    
    
    46.95
    
    
    
    42.76June
(through June 29, 2009)
    
    
    48.17
    
    
    
    43.15
 
   101




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##### Table of Contents



U.S. Dollars per GDS(1)High
    
    
    Low2004
    
    U.S.$
    15.6625
    
    
    U.S.$
    9.80752005
    
    U.S.$
    20.775
    
    
    U.S.$
    13.18752006
    
    U.S.$
    28.20
    
    
    U.S.$
    16.382007
    
    U.S.$
    31.14
    
    
    U.S.$
    22.04First Quarter
    
    
    30.12
    
    
    
    26.35Second Quarter
    
    
    31.14
    
    
    
    26.35Third Quarter
    
    
    28.89
    
    
    
    23.48Fourth Quarter
    
    
    26.59
    
    
    
    22.04December
    
    
    25.47
    
    
    
    23.722008
    
    U.S.$
    27.68
    
    
    U.S.$
    13.21First Quarter
    
    
    24.77
    
    
    
    20.85Second Quarter
    
    
    27.68
    
    
    
    23.09Third Quarter
    
    
    25.96
    
    
    
    19.92Fourth Quarter
    
    
    22.19
    
    
    
    13.21December
    
    
    16.39
    
    
    
    14.322009
(through 29, 2009)
    
    
    18.20
    
    
    
    10.92First Quarter
    
    
    16.66
    
    
    
    10.92January
    
    
    16.66
    
    
    
    13.99February
    
    
    14.39
    
    
    
    11.69March
    
    
    14.62
    
    
    
    10.92Second
Quarter (through 29, 2009)
    
    
    18.20
    
    
    
    14.16April
    
    
    17.13
    
    
    
    14.16May
    
    
    17.84
    
    
    
    15.76June
(through 29, 2009)
    
    
    18.20
    
    
    
    16.11
 
    102




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##### Table of Contents



Trading on the Mexican Stock Exchange
 Overview
 sociedad anónima capital variable
   Market Regulation and Registration Standards
 Comisión Nacional de Valores Comisión Nacional Bancaria sociedades anónimas de capital variable
   circulares
   103




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##### Table of Contents




    
    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;
 
    
    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.
  
    
    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
Electrónico de Envío y Difusión de Información Sistema Electrónico de Comunicación con Emisores de
Valores Sistema de Información
Financiera Computarizada
  104




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
    
    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
 
    
    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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106




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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
    107




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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;
  108




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
    
    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 December);
 
    
    a change in our corporate purpose;
 
    
    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
   109




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Holders of CPOs
  Holders of GDRs
     110




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Limitation on Appointment of Directors.
 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
   111




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Preemptive Rights
 Diario Oficial de la Federación
  Limitations on Share Ownership
     112




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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.
  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
  113




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Conflicts of Interest
 Appraisal Rights and Other Minority Protections
   
    
    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.
   114




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Antitakeover Protections
 General
  Board Notices, Meetings, Quorum Requirements and Approvals
   115




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Stockholder Notices, Meetings, Quorum Requirements and Approvals
 Mandatory Tender Offers in the Case of Certain Acquisitions
 Exceptions
 Amendments to the Antitakeover Provisions
 
 Enforceability of Civil Liabilities
   116




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Material Contracts
        
 Legal Proceedings
   117




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118




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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.
  
    
    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
  119




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
    
    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;
 
    
    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.
  120




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Capital Gains.
    
    
    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.
  121




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U.S. Backup Withholding.
 
    
    is a corporation or 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;
 
    
    a legal entity is considered a Mexico 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
  122




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Sales or Other Dispositions.
   Other Mexican Taxes.
 
 Documents on Display
      123




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Item 11. Quantitative and Qualitative Disclosures About Market Risk
 Market Risk Disclosures
  Risk Management.
    Foreign Currency Exchange Rate Risk and Interest Rate Risk
     124




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125




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Sensitivity and Fair Value Analyses
  Fair Value at December 31,2007
    
    
    2008
    
    
    2008(Millions of Pesos or millions of U.S. Dollars)(1)Assets:Temporary investments(2)
    
    Ps.
    1,825.4
    
    
    Ps.
    6,798.3
    
    
    U.S.$
    491.2Derivative financial instruments
    
    
    
    
    
    
    2,363.1
    
    
    
    170.7Liabilities:U.S. Dollar-denominated debt:Senior Notes due 2011(3)
    
    
    861.3
    
    
    
    1,055.7
    
    
    
    76.3Senior Notes due 2018(4)
    
    
    0
    
    
    
    5,977.2
    
    
    
    431.9Senior Notes due 2032(5)
    
    
    4,046.1
    
    
    
    3,913.2
    
    
    
    282.7Skys Senior Notes due 2013
    
    
    132.7
    
    
    
    0
    
    
    
    0Senior Notes due 2025(6)
    
    
    6,747.5
    
    
    
    6,767.8
    
    
    
    489.0JPMorgan Chase Bank, N.A. loan
due 2012(7)
    
    
    2,456.5
    
    
    
    3,251.7
    
    
    
    234.9Senior Notes due 2015(8)
    
    
    
    
    
    
    2,070.3
    
    
    
    149.6Peso-denominated debt:Senior Notes due 2037(9)
    
    
    4,280.6
    
    
    
    4,129.7
    
    
    
    298.4Long-term notes payable to
Mexican banks(10)
    
    
    7,403.8
    
    
    
    6,846.3
    
    
    
    494.7Derivative financial instruments
    
    
    219.0
    
    
    
    604.6
    
    
    
    43.7
 
 (1)
    
    Peso amounts have been converted to U.S. Dollars solely for the
convenience of the reader at a nominal exchange rate of Ps.13.8400
per U.S. Dollar, the Interbank Rate as of December 31, 2008. Amounts
in Mexican Pesos for the year ended December 31, 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)
    
    At December 31, 2008,
our temporary investments consisted of highly liquid securities,
including without limitation debt securities (primarily Peso- and U.S. Dollar-denominated in 2007 and
2008). 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, 2008, fair value exceeded the carrying value of these
notes by Ps.59.9. million (U.S.$4.3 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.165.4 million (U.S.$12.0 million) at December 31, 2008.(4)
    
    At December 31, 2008, carrying value exceeded the fair value of these
notes by Ps.942.8 million (U.S.$68.1 million). The increase in the
fair value of these notes of a hypothetical 10% increase in the
quoted market price of these notes the carrying value would exceed
the fair value by to approximately Ps.345.1 million (U.S.$24.9
million) at December 31, 2008.(5)
    
    At December 31, 2008, carrying value exceeded the fair value of these
notes by Ps.238.8 million (U.S.$17.2 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.152.5 million (U.S.$11.0 million) at December 31, 2008.  126




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(6)
    
    At December 31, 2008, carrying value exceeded the fair value of these
notes by Ps.1,536.2 million (U.S.$110.9 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.859.5 million (U.S.$62.1 million) at December 31, 2008.(7)
    
    At December 31, 2008, carrying value exceeded the fair value of these
notes by Ps.554.3 million (U.S.$40.0 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 carrying value would
amount the fair value by approximately Ps.229.2 million (U.S.$16.5
million) at December 31, 2008.(8)
    
    At December 31, 2008, carrying value exceeded the fair value of these
notes by Ps.347.5 million (U.S.$25.1 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 carrying value would
exceed the fair value by approximately Ps.140.5 million (U.S.$10.2
million) at December 31, 2008.(9)
    
    At December 31, 2008, carrying value exceeded the fair value of these
notes by Ps.370.3 million (U.S.$26.7 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.42.6 million (U.S.$3.1
million) at December 31, 2008.(10)
    
    At December 31, 2008, fair value exceeded the carrying value of these
notes by Ps.183.7 million (U.S.$13.1 million). At December 31, 2008,
a hypothetical 10% increase in Mexican interest rates would increase
the fair value of these notes by approximately Ps.868.1 million
(U.S.$62.7 million) at December 31, 2008.  Year Ended December 31,2007
    
    
    2008(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 (1)
    
    U.S.$
    2,130.1
    
    
    U.S.$
    2,182.5U.S. Dollar-denominated monetary
liabilities, primarily trade accounts
payable, senior debt securities and
other notes payable (2)
    
    
    1,725.0
    
    
    
    2,547.1405.1
    
    
    
    (364.6
    )Derivative instruments, liabilities, net
    
    
    (4.7
    )
    
    
    (0.3
    )Net asset (liability) position
    
    U.S.$
    400.4
    
    
    U.S.$
    (364.9
    )
 
 (1)
    
    In 2007 and 2008, include U.S. Dollar equivalent amounts of U.S.$125.7
million and U.S.$155.2 million, respectively, related to other foreign
currencies, primarily Euros.(2)
    
    In 2007 and 2008, include U.S. Dollar equivalent amounts of U.S.$12.7
million and U.S.$40.4 million, respectively, related to other foreign
currencies, primarily Euros.   127




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Item 12. Description of Securities Other than Equity Securities
  
 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 16A. Audit Committee Financial Expert
   128




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Item 16B. Code of Ethics
   
 
 Item 16C. Principal Accountant Fees and Services
   2007
    
    
    2008(in millions of Pesos)(1)Audit Fees
    
    Ps.
    54.6
    
    
    Ps.
    65.8Audit-Related Fees
    
    
    3.8
    
    
    
    3.5Tax Fees
    
    
    7.1
    
    
    
    8.1Other Fees
    
    
    0.2
    
    
    
    0.9Total
    
    Ps.
    65.7
    
    
    Ps.
    78.3
 
 (1)
    
    Amounts in Mexican Pesos for the year ended December 31, 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.      Audit Committee Pre-approval Policies and Procedures
   129




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##### Table of Contents



Item 16D. Exemptions from the Listing Standards for Audit Committees
  
 Item 16E. 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
    
    
    5,682,100
    
    
    Ps.
    48.4634
    
    
    
    208,507,400
    
    
    Ps.
    14,990,730,256February 1 to February 29
    
    
    1,251,500
    
    
    
    48.8746
    
    
    
    209,758,900
    
    
    
    14,929,563,934March 1 to March 31
    
    
    3,481,000
    
    
    
    48.0234
    
    
    
    213,239,900
    
    
    
    14,762,394,541April 1 to April 30
    
    
    500,000
    
    
    
    52.6013
    
    
    
    213,739,900
    
    
    
    18,000,000,000May 1 to May 31
    
    
    1,146,000
    
    
    
    54.5478
    
    
    
    214,885,900
    
    
    
    17,937,488,248June 1 to June 30
    
    
    385,100
    
    
    
    53.2709
    
    
    
    215,271,000
    
    
    
    17,916,973,616July 1 to July 31
    
    
    395,500
    
    
    
    45.9803
    
    
    
    215,666,500
    
    
    
    17,898,788,402August 1 to August 31
    
    
    4,210,000
    
    
    
    48.8206
    
    
    
    219,876,500
    
    
    
    17,693,253,592September 1 to September 30
    
    
    4,960,300
    
    
    
    47.8171
    
    
    
    224,836,800
    
    
    
    17,456,066,220October 1 to October 31
    
    
    1,050,000
    
    
    
    36.7828
    
    
    
    225,886,800
    
    
    
    17,417,444,355November 1 to November 30
    
    
    
    
    
    
    
    
    
    
    225,886,800
    
    
    
    17,417,444,355December 1 to December 31
    
    
    
    
    
    
    
    
    
    
    225,886,800
    
    
    
    17,417,444,355Total
    
    
    23,061,500
    
    
    Ps.
    48.2434
    
    
    
    225,886,800
    
    
    Ps.
    17,417,444,355
 
 (1)
    
    The values have not been restated in constant Mexican Pesos and therefore represent nominal historical figures.(2)
    
    Our share repurchase program was announced in September of 2002. The total amount of our share repurchase
program was updated in accordance with the resolution of the Grupo Televisa S.A.B.s general stockholders
meeting, held on April 30, 2008.(3)
    
    Table does not include repurchases or purchases by the special purpose trust formed in connection with our
stock purchase 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
    
    
    100,000
    
    
    Ps.
    44.2175
    
    
    
    66,746,600February 1 to February 29
    
    
    150,000
    
    
    
    47.6747
    
    
    
    66,896,600March 1 to March 31
    
    
    
    
    
    
    
    
    
    
    66,896,600April 1 to April 30
    
    
    
    
    
    
    
    
    
    
    66,896,600May 1 to May 31
    
    
    
    
    
    
    
    
    
    
    66,896,600June 1 to June 30
    
    
    250,000
    
    
    
    49.2408
    
    
    
    67,146,600July 1 to July 31
    
    
    480,600
    
    
    
    46.8393
    
    
    
    67,627,200August 1 to August 31
    
    
    237,700
    
    
    
    44.5246
    
    
    
    67,864,900September 1 to September 30
    
    
    
    
    
    
    
    
    
    
    67,864,900October 1 to October 31
    
    
    
    
    
    
    
    
    
    
    67,864,900November 1 to November 30
    
    
    100,000
    
    
    
    38.2465
    
    
    
    67,964,900December 1 to December 31
    
    
    
    
    
    
    
    
    
    
    67,964,900Total
    
    
    1,318,300
    
    
    Ps.
    46.1217
    
    
    
    67,964,900
 
 (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.  131




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##### Table of Contents



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
    
    
    100,000
    
    
    Ps.
    45.23000
    
    
    
    100,000February 1 to February 29
    
    
    
    
    
    
    
    
    
    
    100,000March 1 to March 31
    
    
    375,000
    
    
    
    47.3175
    
    
    
    475,000April 1 to April 30
    
    
    20,000
    
    
    
    52.0000
    
    
    
    495,000May 1 to May 31
    
    
    260,000
    
    
    
    54.1844
    
    
    
    755,000June 1 to June 30
    
    
    2,011,500
    
    
    
    50.3292
    
    
    
    2,766,500July 1 to July 31
    
    
    50,000
    
    
    
    48.5123
    
    
    
    2,816,500August 1 to August 31
    
    
    
    
    
    
    
    
    
    
    2,816,500September 1 to September 30
    
    
    310,000
    
    
    
    44.7563
    
    
    
    3,126,500October 1 to October 31
    
    
    
    
    
    
    
    
    
    
    3,126,500November 1 to November 30
    
    
    80,000
    
    
    
    36.9650
    
    
    
    3,206,500December 1 to December 31
    
    
    
    
    
    
    
    
    
    
    3,206,500Total
    
    
    3,206,500
    
    
    Ps.
    46.24044
    
    
    
    3,206,500
 
 (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. 
 Item 16G. Corporate Governance
  Bolsa Mexicana de
Valores Código de Mejores Prácticas Corporativas
  132




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##### Table of Contents



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




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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibits1.1
    
    
    
    
    English translation of Amended and Restated Bylaws (Estatutos Sociales) of the Registrant,
dated as of April 30, 2009.2.1
    
    
    
    
    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 (the 2000 Form F-4), 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
2006 Form 20-F and incorporated herein by reference).2.10
    
    
    
    
    Form of Eleventh Supplemental Indenture related 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. (previously filed with the Securities and Exchange Commission as Exhibit 4.12 to the
Registrantss Registration Statement on Form F-4/A (File number 333-144460) (the 2007 Form
F-4/A) and incorporated herein by reference).
  134




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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibits2.11
    
    
    
    
    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 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) (the
2007 Form F-6) and incorporated herein by reference).2.13
    
    
    
    
    Form of Thirteenth Supplemental Indenture related 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. (previously filed with the Securities and Exchange Commission as Exhibit
4.14 to the Registrantss Registration Statement on Form F-4 (File number 333-152184) (the
2008 Form F-4) 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, (the
1993 Form F-4) 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 (the 2001 Form 20-F) 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) (the Univision Form S-1) and incorporated herein by
reference).4.5
    
    
    
    
    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).
  135




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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibits4.11
    
    
    
    
    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
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 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., Grupo Televisa, S.A.B. 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 Commision as Exhibit 4.16
to the 2007 20-F and incorporated herein by reference).4.17
    
    
    
    
    Credit Agreement, dated as of December 19, 2007, by and among Empresas Cablevisión, S.A.B.
de C.V., JPMorgan Chase Bank, N.A., as administrative agent and J.P. Morgan Securities Inc.,
as sole bookrunner and lead arranger (previously filed with the
Securities and Exchange Commission as Exhibit 4.17 to the 2007
20-F and incorporated herein by reference).4.18
    
    
    
    
    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).8.1
    
    
    
    
    List of Subsidiaries of Registrant.12.1
    
    
    
    
    CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated June 30, 2009.12.2
    
    
    
    
    CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated June 30, 2009.13.1
    
    
    
    
    CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated June 30, 2009.13.2
    
    
    
    
    CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated June 30, 2009.23.1
    
    
    
    
    Consent of PricewaterhouseCoopers S.C.
    136




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##### Table of Contents



SIGNATURE
   GRUPO TELEVISA, S.A.B.By:
    /s/ Salvi Folch ViaderoName:
    Salvi Rafael Folch ViaderoTitle:
    Chief Financial OfficerBy:
    /s/ Jorge Lutteroth EchegoyenName:
    Jorge Lutteroth EchegoyenTitle:
    Vice President -- Controller  137




---



##### 



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, 2007 and 2008
    
    
    F-3Consolidated Statements of Income for the Years Ended December 31, 2006, 2007 and 2008
    
    
    F-4Consolidated Statements of Changes in Stockholders Equity for the Years Ended December 31, 2006, 2007 and 2008
    
    
    F-5Consolidated Statements of Changes in Financial Position for the Years Ended December 31, 2006 and 2007
    
    
    F-6Consolidated Statement of Cash Flows for the Year Ended December 31, 2008
    
    
    F-7Notes to Consolidated Financial Statements for the Years Ended December 31, 2006, 2007 and 2008
    
    
    F-8
   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, 2007 and 2008
(In thousands of Mexican Pesos)
(Notes 1 and 2)
 Notes
    
    
    2007
    
    
    2008ASSETSCurrent:Cash and cash equivalents
    
    
    
    
    
    Ps.
    25,479,541
    
    
    Ps.
    35,106,060Temporary investments
    
    
    
    
    
    
    1,825,355
    
    
    
    6,798,27127,304,896
    
    
    
    41,904,331Trade notes and accounts receivable, net
    
    
    3
    
    
    
    17,294,674
    
    
    
    18,199,880Other accounts and notes receivable, net
    
    
    
    
    
    
    2,536,803
    
    
    
    2,231,562Due from affiliated companies
    
    
    16
    
    
    
    195,023
    
    
    
    161,821Transmission rights and programming
    
    
    4
    
    
    
    3,154,681
    
    
    
    3,343,448Inventories
    
    
    
    
    
    
    833,996
    
    
    
    1,612,024Other current assets
    
    
    
    
    
    
    653,260
    
    
    
    1,105,871Total current assets
    
    
    
    
    
    
    51,973,333
    
    
    
    68,558,937Derivative financial instruments
    
    
    9
    
    
    
    53,527
    
    
    
    2,316,560Transmission rights and programming
    
    
    4
    
    
    
    5,252,748
    
    
    
    6,324,761Investments
    
    
    5
    
    
    
    8,115,584
    
    
    
    3,348,610Property, plant and equipment, net
    
    
    6
    
    
    
    25,853,925
    
    
    
    30,798,398Intangible assets and deferred charges, net
    
    
    7
    
    
    
    7,416,073
    
    
    
    11,433,783Other assets
    
    
    
    
    
    
    38,286
    
    
    
    70,756Total assets
    
    
    
    
    
    Ps.
    98,703,476
    
    
    Ps.
    122,851,805LIABILITIESCurrent:Current portion of long-term debt
    
    
    8
    
    
    Ps.
    488,650
    
    
    Ps.
    2,283,175Current portion of satellite transponder lease obligation
    
    
    8
    
    
    
    97,696
    
    
    
    138,806Trade accounts payable
    
    
    
    
    
    
    4,457,519
    
    
    
    6,337,436Customer deposits and advances
    
    
    
    
    
    
    17,145,053
    
    
    
    18,098,643Taxes payable
    
    
    
    
    
    
    684,497
    
    
    
    830,073Accrued interest
    
    
    
    
    
    
    307,814
    
    
    
    439,777Employee benefits
    
    
    
    
    
    
    255,574
    
    
    
    199,993Due to affiliated companies
    
    
    16
    
    
    
    127,191
    
    
    
    88,622Other accrued liabilities
    
    
    
    
    
    
    1,833,939
    
    
    
    2,293,806Total current liabilities
    
    
    
    
    
    
    25,397,933
    
    
    
    30,710,331Long-term debt, net of current portion
    
    
    8
    
    
    
    25,307,163
    
    
    
    36,679,889Derivative financial instruments
    
    
    9
    
    
    
    84,413
    
    
    
    604,650Satellite transponder lease obligation, net of current portion
    
    
    8
    
    
    
    1,035,134
    
    
    
    1,172,857Customer deposits and advances
    
    
    
    
    
    
    2,665,185
    
    
    
    589,369Other long-term liabilities
    
    
    
    
    
    
    1,975,593
    
    
    
    3,225,482Deferred income taxes
    
    
    19
    
    
    
    1,272,834
    
    
    
    2,265,161Retirement and termination benefits
    
    
    10
    
    
    
    314,921
    
    
    
    352,390Total liabilities
    
    
    
    
    
    
    58,053,176
    
    
    
    75,600,129Commitments and contingencies
    
    
    11STOCKHOLDERS EQUITYCapital stock issued, no par value
    
    
    12
    
    
    
    10,267,570
    
    
    
    10,060,950Additional paid-in capital
    
    
    
    
    
    
    4,547,944
    
    
    
    4,547,94414,815,514
    
    
    
    14,608,894Retained earnings:
    
    
    13Legal reserve
    
    
    
    
    
    
    2,135,423
    
    
    
    2,135,423Reserve for repurchase of shares
    
    
    
    
    
    
    1,240,869
    
    
    
    Unappropriated earnings
    
    
    
    
    
    
    21,713,378
    
    
    
    19,595,259Net income for the year
    
    
    
    
    
    
    8,082,463
    
    
    
    7,803,65233,172,133
    
    
    
    29,534,334Accumulated other comprehensive (loss) income, net
    
    
    14
    
    
    
    (3,009,468
    )
    
    
    3,184,043Shares repurchased
    
    
    12
    
    
    
    (7,939,066
    )
    
    
    (5,308,429
    )22,223,599
    
    
    
    27,409,948Total majority interest
    
    
    
    
    
    
    37,039,113
    
    
    
    42,018,842Minority interest
    
    
    15
    
    
    
    3,611,187
    
    
    
    5,232,834Total stockholders equity
    
    
    
    
    
    
    40,650,300
    
    
    
    47,251,676Total liabilities and stockholders equity
    
    
    
    
    
    Ps.
    98,703,476
    
    
    Ps.
    122,851,805
   F-3




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##### Table of Contents



Grupo Televisa, S.A.B.
 
 Consolidated Statements of Income
For the Years Ended December 31, 2006, 2007 and 2008
(In thousands of Mexican Pesos, except per CPO amounts)
(Notes 1 and 2)
 Notes
    
    
    2006
    
    
    2007
    
    
    2008Net sales
    
    
    22
    
    
    Ps.
    39,357,699
    
    
    Ps.
    41,561,526
    
    
    Ps.
    47,972,278Cost of sales (excluding depreciation
and amortization)
    
    
    
    
    
    
    16,791,197
    
    
    
    18,128,007
    
    
    
    21,556,025Selling expenses (excluding
depreciation and amortization)
    
    
    
    
    
    
    3,130,230
    
    
    
    3,277,526
    
    
    
    3,919,163Administrative expenses (excluding
depreciation and amortization)
    
    
    
    
    
    
    2,390,785
    
    
    
    2,452,027
    
    
    
    3,058,168Depreciation and amortization
    
    6 and 7
    
    
    
    2,779,772
    
    
    
    3,223,070
    
    
    
    4,311,115Operating income
    
    
    22
    
    
    
    14,265,715
    
    
    
    14,480,896
    
    
    
    15,127,807Other expense, net
    
    
    17
    
    
    
    888,070
    
    
    
    953,352
    
    
    
    952,139Integral cost of financing, net
    
    
    18
    
    
    
    1,141,028
    
    
    
    410,214
    
    
    
    830,882Equity in losses of affiliates, net
    
    
    5
    
    
    
    624,843
    
    
    
    749,299
    
    
    
    1,049,934Income before income taxes
    
    
    
    
    
    
    11,611,774
    
    
    
    12,368,031
    
    
    
    12,294,852Income taxes
    
    
    19
    
    
    
    2,092,478
    
    
    
    3,349,641
    
    
    
    3,564,195Consolidated net income
    
    
    
    
    
    
    9,519,296
    
    
    
    9,018,390
    
    
    
    8,730,657Minority interest net income
    
    
    15
    
    
    
    610,353
    
    
    
    935,927
    
    
    
    927,005Majority interest net income
    
    
    13
    
    
    Ps.
    8,908,943
    
    
    Ps.
    8,082,463
    
    
    Ps.
    7,803,652Majority interest net income per CPO
    
    
    20
    
    
    Ps.
    3.07
    
    
    Ps.
    2.84
    
    
    Ps.
    2.77
   F-4




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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, 2006, 2007 and 2008
(In thousands of Mexican Pesos)
(Notes 1 and 2)
 AccumulatedCapital
    
    
    
    
    
    
    
    
    
    
    OtherStock
    
    
    Additional
    
    
    Retained
    
    
    Comprehensive
    
    
    Shares
    
    
    Total
    
    
    Minority
    
    
    TotalIssued
    
    
    Paid-In
    
    
    Earnings
    
    
    (Loss) Income
    
    
    Repurchased
    
    
    Majority
    
    
    Interest
    
    
    Stockholders(Note 12)
    
    
    Capital
    
    
    (Note 13)
    
    
    (Note 14)
    
    
    (Note 12)
    
    
    Interest
    
    
    (Note 15)
    
    
    EquityBalance at January 1, 2006
    
    Ps.
    10,677,114
    
    
    Ps.
    4,547,944
    
    
    Ps.
    27,533,836
    
    
    Ps.
    (3,828,825
    )
    
    Ps.
    (7,606,260
    )
    
    Ps.
    31,323,809
    
    
    Ps.
    918,641
    
    
    Ps.
    32,242,450Dividends
    
    
    
    
    
    
    
    
    
    
    (1,161,839
    )
    
    
    
    
    
    
    
    
    
    
    (1,161,839
    )
    
    
    
    
    
    
    (1,161,839
    )Share cancellation
    
    
    (170,258
    )
    
    
    
    
    
    
    (1,575,231
    )
    
    
    
    
    
    
    1,745,489
    
    
    
    
    
    
    
    
    
    
    
    Repurchase of capital stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,224,515
    )
    
    
    (3,224,515
    )
    
    
    
    
    
    
    (3,224,515
    )Sale of repurchase shares
    
    
    
    
    
    
    
    
    
    
    (609,049
    )
    
    
    
    
    
    
    1,196,312
    
    
    
    587,263
    
    
    
    
    
    
    
    587,263Increase in minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    723,960
    
    
    
    723,960Benefit from capital contribution of minority interest in Sky
    
    
    
    
    
    
    
    
    
    
    385,596
    
    
    
    
    
    
    
    
    
    
    
    385,596
    
    
    
    
    
    
    
    385,596Loss on minority interest acquisition of Sky
    
    
    
    
    
    
    
    
    
    
    (711,311
    )
    
    
    
    
    
    
    
    
    
    
    (711,311
    )
    
    
    
    
    
    
    (711,311
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    243,882
    
    
    
    
    
    
    
    
    
    
    
    243,882
    
    
    
    
    
    
    
    243,882Comprehensive income
    
    
    
    
    
    
    
    
    
    
    8,908,943
    
    
    
    20,448
    
    
    
    
    
    
    
    8,929,391
    
    
    
    
    
    
    
    8,929,391Balance at December 31, 2006
    
    
    10,506,856
    
    
    
    4,547,944
    
    
    
    33,014,827
    
    
    
    (3,808,377
    )
    
    
    (7,888,974
    )
    
    
    36,372,276
    
    
    
    1,642,601
    
    
    
    38,014,877Dividends
    
    
    
    
    
    
    
    
    
    
    (4,506,492
    )
    
    
    
    
    
    
    
    
    
    
    (4,506,492
    )
    
    
    
    
    
    
    (4,506,492
    )Share cancellation
    
    
    (239,286
    )
    
    
    
    
    
    
    (3,386,013
    )
    
    
    
    
    
    
    3,625,299
    
    
    
    
    
    
    
    
    
    
    
    Repurchase of capital stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,948,331
    )
    
    
    (3,948,331
    )
    
    
    
    
    
    
    (3,948,331
    )Sale of repurchase shares
    
    
    
    
    
    
    
    
    
    
    (173,169
    )
    
    
    
    
    
    
    272,940
    
    
    
    99,771
    
    
    
    
    
    
    
    99,771Increase in minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,968,586
    
    
    
    1,968,586Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    140,517
    
    
    
    
    
    
    
    
    
    
    
    140,517
    
    
    
    
    
    
    
    140,517Comprehensive income
    
    
    
    
    
    
    
    
    
    
    8,082,463
    
    
    
    798,909
    
    
    
    
    
    
    
    8,881,372
    
    
    
    
    
    
    
    8,881,372Balance at December 31, 2007
    
    
    10,267,570
    
    
    
    4,547,944
    
    
    
    33,172,133
    
    
    
    (3,009,468
    )
    
    
    (7,939,066
    )
    
    
    37,039,113
    
    
    
    3,611,187
    
    
    
    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 minority 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
    
    Ps.
    10,060,950
    
    
    Ps.
    4,547,944
    
    
    Ps.
    29,534,334
    
    
    Ps.
    3,184,043
    
    
    Ps.
    (5,308,429
    )
    
    Ps.
    42,018,842
    
    
    Ps.
    5,232,834
    
    
    Ps.
    47,251,676
   F-5




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##### Table of Contents



Grupo Televisa, S.A.B.
 
 Consolidated Statements of Changes in Financial Position
For the Years Ended December 31, 2006 and 2007
(In thousands of Mexican Pesos)
(Notes 1 and 2)
 2006
    
    
    2007Operating activities:Consolidated net income
    
    Ps.
    9,519,296
    
    
    Ps.
    9,018,390Adjustments to reconcile net income to resources provided by operating activities:Equity in losses of affiliates
    
    
    624,843
    
    
    
    749,299Depreciation and amortization
    
    
    2,779,772
    
    
    
    3,223,070Impairment of long-lived assets and other amortization
    
    
    176,884
    
    
    
    541,996Deferred income taxes
    
    
    1,292,645
    
    
    
    (358,122
    )Loss on disposition of available-for sale investment in Univision
    
    
    
    
    
    
    565,862Gain on disposition of affiliates
    
    
    (19,556
    )
    
    
    (41,527
    )Stock-based compensation
    
    
    243,882
    
    
    
    140,51714,617,766
    
    
    
    13,839,485Changes in operating assets and liabilities:Decrease (increase) in:Trade notes and accounts receivable, net
    
    
    894,378
    
    
    
    (3,090,936
    )Transmission rights and programming
    
    
    778,059
    
    
    
    (1,878,256
    )Inventories
    
    
    (112,827
    )
    
    
    (32,053
    )Other accounts and notes receivable and other current assets
    
    
    (1,104,190
    )
    
    
    (443,962
    )(Decrease) increase in:Customer deposits and advances
    
    
    (1,676,832
    )
    
    
    1,840,116Trade accounts payable
    
    
    390,413
    
    
    
    840,911Other liabilities, taxes payable and deferred taxes
    
    
    560,690
    
    
    
    519,488Retirement and termination benefits
    
    
    90,360
    
    
    
    17,097(179,949
    )
    
    
    (2,227,595
    )Resources provided by operating activities
    
    
    14,437,817
    
    
    
    11,611,890Financing activities:Issuance of Senior Notes due 2037
    
    
    
    
    
    
    4,500,000Empresas Cablevisións long-term loan due 2012
    
    
    
    
    
    
    2,457,495Prepayments of Senior Notes and UDIs denominated Notes
    
    
    
    
    
    
    (1,017,093
    )Prepayments of Senior Notes due 2013
    
    
    (3,315,749
    )
    
    
    Other increase in debt
    
    
    3,631,565
    
    
    
    50,051Other decrease in debt
    
    
    (888,623
    )
    
    
    (675,234
    )Repurchase and sale of capital stock
    
    
    (2,637,252
    )
    
    
    (3,848,560
    )Dividends paid
    
    
    (1,161,839
    )
    
    
    (4,506,492
    )Gain on valuation of available-for-sale investments
    
    
    (565,862
    )
    
    
    Loss on minority interest acquisition of Sky
    
    
    (711,311
    )
    
    
    Benefit from capital contribution of minority interest in Sky
    
    
    385,596
    
    
    
    Minority interest
    
    
    113,607
    
    
    
    1,032,659Translation effect
    
    
    17,202
    
    
    
    32,877Resources used for financing activities
    
    
    (5,132,666
    )
    
    
    (1,974,297
    )Investing activities:Due from affiliated companies, net
    
    
    (644,409
    )
    
    
    32,636Investments
    
    
    (4,938,453
    )
    
    
    (3,385,342
    )Disposition of investments
    
    
    7,194,364
    
    
    
    700,689Investments in property, plant and equipment
    
    
    (3,428,532
    )
    
    
    (3,915,439
    )Disposition of property, plant and equipment
    
    
    532,676
    
    
    
    704,310Investments in goodwill and other intangible assets
    
    
    (1,224,707
    )
    
    
    (3,310,968
    )Disposition of goodwill and other intangible assets
    
    
    5,924,375
    
    
    
    Available-for-sale investment in shares of Univision
    
    
    (12,266,318
    )
    
    
    12,266,318Acquisition of Telecom net assets
    
    
    
    
    
    
    (1,975,666
    )Other assets
    
    
    (4,026
    )
    
    
    7,430Resources (used for) provided by investing activities
    
    
    (8,855,030
    )
    
    
    1,123,968Net increase in cash, cash equivalents and temporary investments
    
    
    450,121
    
    
    
    10,761,561Net increase in cash, cash equivalents and temporary investments upon Telecom acquisition
    
    
    
    
    
    
    138,261Cash, cash equivalents and temporary investments at beginning of year
    
    
    15,954,953
    
    
    
    16,405,074Cash, cash equivalents and temporary investments at end of year
    
    Ps.
    16,405,074
    
    
    Ps.
    27,304,896
   F-6




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##### Table of Contents



Grupo Televisa, S.A.B.
 
 Consolidated Statement of Cash Flows
For the Year Ended December 31, 2008
(In thousands of Mexican Pesos)
(Notes 1 and 2)
 2008Operating activities:Income before income taxes
    
    Ps.
    12,294,852Adjustments to reconcile income before income taxes to net cash provided by
operating activities:Equity in losses of affiliates
    
    
    1,049,934Depreciation and amortization
    
    
    4,311,115Impairment of long-lived assets and other amortization
    
    
    669,222Provision for doubtful accounts and write-off of receivables
    
    
    337,478Retirement and termination benefits
    
    
    5,467Write-down of held-to-maturity debt security
    
    
    405,111Stock-based compensation
    
    
    222,046Derivative financial instruments
    
    
    (895,734
    )Interest expense
    
    
    2,529,221Unrealized foreign exchange loss, net
    
    
    4,981,96025,910,672Increase in trade notes and accounts receivable, net
    
    
    (1,094,389
    )Increase in transmission rights and programming
    
    
    (1,186,991
    )Increase in inventories
    
    
    (375,153
    )Increase in other accounts and notes receivable and other current assets
    
    
    (391,399
    )Increase in trade accounts payable
    
    
    1,577,231Decrease in customer deposits and advances
    
    
    (1,187,734
    )Increase in other liabilities, taxes payable and deferred taxes
    
    
    1,744,395Decrease in retirement and termination benefits
    
    
    (81,314
    )Income taxes paid
    
    
    (2,657,525
    )(3,652,879
    )Net cash provided by operating activities
    
    
    22,257,793Investing activities:Temporary investments
    
    
    (3,685,272
    )Due from affiliated companies, net
    
    
    (89,826
    )Investments
    
    
    (1,982,100
    )Disposition of investments
    
    
    109,529Disposition of held-to-maturity investments
    
    
    874,999Investments in property, plant and equipment
    
    
    (5,191,446
    )Disposition of property, plant and equipment
    
    
    91,815Investments in goodwill and other intangible assets
    
    
    (1,489,174
    )Net cash used for investing activities
    
    
    (11,361,475
    )Financing activities:Issuance of Senior Notes due 2018
    
    
    5,241,650Prepayment of Senior Notes due 2013 (Sky)
    
    
    (122,886
    )Repayment of Mexican Peso debt
    
    
    (480,000
    )Satellite transponder lease payments
    
    
    (97,696
    )Other increase in debt
    
    
    1,231Interest paid
    
    
    (2,407,185
    )Repurchase and sale of capital stock
    
    
    (1,112,568
    )Dividends paid
    
    
    (2,229,973
    )Minority interest
    
    
    (332,029
    )Derivative financial instruments
    
    
    (346,065
    )Net cash used for financing activities
    
    
    (1,885,521
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    131,854Net increase in cash and cash equivalents
    
    
    9,142,651Cash and cash equivalents of Cablemás upon consolidation
    
    
    483,868Cash and cash equivalents at beginning of year
    
    
    25,479,541Cash and cash equivalents at end of year
    
    Ps.
    35,106,060
   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, 2006, 2007 and 2008
(In thousands of Mexican Pesos, except per CPO, per share and exchange rate amounts)
 1. Accounting Policies
  (a) Basis of Presentation
        F-8




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##### Table of Contents



(b) Members of the Group
  CompanysConsolidated Entities
    
    Ownership(1)
    
    
    Business Segments(2)Telesistema Mexicano, S.A. de C.V. and subsidiaries,
including Televisa, S.A. de C.V.
    
    
    100%
    
    
    Television BroadcastingPay
Television NetworksProgramming ExportsTelevisión Independiente de México, S.A. de C.V. and
subsidiaries
    
    
    100%
    
    
    Television BroadcastingTuTv, LLC (TuTv)(3)
    
    
    50%
    
    
    Pay Television NetworksEditorial Televisa, S.A. de C.V. and subsidiaries
    
    
    100%
    
    
    PublishingInnova, S. de R. L. de C.V. and subsidiaries (Sky)(3)
    
    
    58.7%
    
    
    SkyEmpresas Cablevisión, S.A.B. de C.V. and subsidiaries
(Empresas Cablevisión)
    
    
    51%
    
    
    Cable and TelecomCablemás, S.A. de C.V. and subsidiaries (Cablemás)
    
    
    54.5%
    
    
    Cable and TelecomCorporativo Vasco de Quiroga, S.A. de C.V. and subsidiaries
    
    
    100%
    
    
    Other BusinessesCVQ Espectáculos, S.A. de C.V. and subsidiaries
    
    
    100%
    
    
    Other 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 holding entity.(2)
    
    See Note 22 for a description of each of the Groups business segments.(3)
    
    At December 31, 2008,
the Group had identified Sky and TuTv as variable interest entities and
the Group as the primary beneficiary of the investment in each of these entities. The Group
has a 58.7% interest in Sky, a satellite television provider. TuTv is a 50% joint venture with
Univision Communications Inc. (Univision), engaged in the distribution of the Groups
Spanish-speaking programming packages in the United States.  Businesses
    
    Expiration DatesTelevision Broadcasting
    
    In 2021Sky
    
    Various from 2016 to 2033Cable and Telecom
    
    Various from 2013 to 2038Radio(1)
    
    Various from 2008 to 2016Gaming
    
    In 2030
 
 (1)
    
    Concessions for three of the Groups Radio stations in Guadalajara and
Mexicali expired in 2008 and 2009, and renewal is still pending before the
Mexican regulatory authorities 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.
The concessions for the Groups remaining Radio stations will expire
between 2015 and 2016. (c) Foreign Currency Translation
   F-9




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##### Table of Contents



(d) Cash, Cash Equivalents and Temporary Investments
    (e) Transmission Rights and Programming
      F-10




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##### Table of Contents



(f) Inventories
  (g) Investments
      (h) Property, Plant and Equipment
   (i) Intangible Assets and Deferred Financing Costs
    F-11




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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 and installation fees, are recognized at the time the DTH 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.
  F-12




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##### Table of Contents




    
    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
    (o) Income Taxes
     (p) Derivative Financial Instruments
   F-13




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##### Table of Contents



(q) Comprehensive Income
  (r) Stock-based Compensation
  (s) Prior Years Financial Statements
  The NCPI at December 31 was:2005
    
    
    116.3012006
    
    
    121.0152007
    
    
    125.564
  (t) Recently Issued Mexican FRS
  Business Acquisitions
 Consolidated or Combined Financial Statements
 Investments in Associates and Other Permanent Investments
 Intangible Assets
  F-14




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##### Table of Contents



Share-based Payments
 2. Acquisitions, Investments and Dispositions
     F-15




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##### Table of Contents



F-16




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##### Table of Contents



3. Trade Notes and Accounts Receivable, Net
  2007
    
    
    2008Non-interest bearing notes received from customers as deposits and advances
    
    Ps.
    14,753,180
    
    
    Ps.
    14,383,384Accounts receivable, including value-added tax receivables related to
advertising services
    
    
    3,507,639
    
    
    
    4,838,999Allowance for doubtful accounts
    
    
    (966,145
    )
    
    
    (1,022,503
    )Ps.
    17,294,674
    
    
    Ps.
    18,199,880
 4. Transmission Rights and Programming
  2007
    
    
    2008Transmission rights
    
    Ps.
    5,439,918
    
    
    Ps.
    5,764,887Programming
    
    
    2,967,511
    
    
    
    3,903,3228,407,429
    
    
    
    9,668,209Non-current portion of:Transmission rights
    
    
    3,626,320
    
    
    
    4,069,777Programming
    
    
    1,626,428
    
    
    
    2,254,9845,252,748
    
    
    
    6,324,761Current portion of transmission rights and programming
    
    Ps.
    3,154,681
    
    
    Ps.
    3,343,448
 5. Investments
  Ownership%as of December 31,2007
    
    
    2008
    
    
    2008Accounted for by the equity method:Cablemás, including goodwill of Ps.1,870,393 (see Note 2)
    
    Ps.
    3,208,265
    
    
    Ps.
    
    
    
    
    Gestora de Inversiones Audiovisuales La Sexta, S.A. (La
Sexta)(a)
    
    
    1,238,576
    
    
    
    1,296,950
    
    
    
    40%Ocesa Entretenimiento, S.A. de C.V. (OCEN)(b)
    
    
    448,158
    
    
    
    457,598
    
    
    
    40%Concesionaria Vuela Compañía de Aviación, S.A. de C.V.
(Volaris)(c)
    
    
    202,949
    
    
    
    80,381
    
    
    
    25%TVI (see Note 2)
    
    
    324,508
    
    
    
    367,856
    
    
    
    50%Other
    
    
    132,758
    
    
    
    96,1925,555,214
    
    
    
    2,298,977Other investments:Held-to-maturity debt securities (see Note 1(g))(d)
    
    
    2,525,204
    
    
    
    809,115Other
    
    
    35,166
    
    
    
    240,5182,560,370
    
    
    
    1,049,633Ps.
    8,115,584
    
    
    Ps.
    3,348,610
  F-17




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##### Table of Contents



(a)
    
    La Sexta is a free-to-air television channel in Spain, which started
operations in March 2006. During 2006, 2007 and 2008, the Group made
additional capital contributions related to its 40% interest in La
Sexta in the amount of approximately 104.6 million euros
(Ps.1,535,176), 65.9 million euros (Ps.1,004,697) and 44.4 million
euros (Ps.740,495), respectively. During 2007, a third party acquired
a 20% stake in Imagina Media Audiovisual, S.A. (Imagina), the parent
company of the companies that hold a majority equity interest in La
Sexta. As a result of this acquisition, Imagina paid the Company 29
million euros (Ps.462,083) as a termination fee for the cancellation
of a call option to subscribe at a price of 80 million euros, a
certain percentage of the capital stock of Imagina (see Notes 11 and
17).(b)
    
    OCEN is a majority-owned subsidiary of Corporación Interamericana de
Entretenimiento, S.A. de C.V. (CIE), and is engaged in the live
entertainment business in Mexico. In 2006, 2007 and in the third
quarter of 2008, OCEN paid dividends to the Group in the aggregate
amount of Ps.106,429, Ps.94,382 and Ps.56,000, respectively (see Note
16).(c)
    
    Volaris is a low-cost carrier airline with a concession to operate in
Mexico. In 2006, 2008 and January 2009, the Group made additional
capital contributions related to its 25% interest in Volaris in the
amount of U.S.$7.5 million (Ps.87,408), U.S.$12 million (Ps.125,856),
and U.S.$5 million (Ps.69,000), respectively.(d)
    
    Held-to-maturity securities represent structured notes and corporate
fixed income securities with long-term maturities. These investments
are stated at amortized cost. During the year ended December 31, 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.
As of December 31, 2008, the aggregate carrying value of
held-to-maturity securities, exceeded the fair value of such
securities by Ps.53,118. This variance was due to overall increases
in market interest rates subsequent to purchase; therefore, the Group
has not recognized any impairment losses for these securities (see
Note 9).  2006
    
    
    2007
    
    
    2008Equity in losses of affiliates, net
    
    Ps.
    (624,843
    )
    
    Ps.
    (749,299
    )
    
    Ps.
    (1,049,934
    )Equity in other comprehensive income (loss) of
affiliates:Foreign currency translation adjustments, net
    
    
    578,481
    
    
    
    171,297
    
    
    
    244,122Result from holding non-monetary assets, net
    
    
    (7,161
    )
    
    
    2,151
    
    
    
    Gain (loss) on equity accounts, net
    
    
    57,930
    
    
    
    5,382
    
    
    
    (58,109
    )Ps.
    4,407
    
    
    Ps.
    (570,469
    )
    
    Ps.
    (863,921
    )
 6. Property, Plant and Equipment, Net
  2007
    
    
    2008Buildings
    
    Ps.
    9,178,003
    
    
    Ps.
    9,364,648Buildings improvements
    
    
    1,715,965
    
    
    
    1,813,972Technical equipment(1)
    
    
    26,330,386
    
    
    
    34,293,372Satellite transponders
    
    
    1,789,890
    
    
    
    1,789,890Furniture and fixtures
    
    
    672,426
    
    
    
    849,074Transportation equipment
    
    
    1,411,444
    
    
    
    1,657,389Computer equipment
    
    
    2,162,639
    
    
    
    2,480,803Leasehold improvements
    
    
    821,257
    
    
    
    1,168,19444,082,010
    
    
    
    53,417,342Accumulated depreciation
    
    
    (22,888,858
    )
    
    
    (28,551,534
    )21,193,152
    
    
    
    24,865,808Land
    
    
    4,232,721
    
    
    
    4,867,621Construction in progress
    
    
    428,052
    
    
    
    1,064,969Ps.
    25,853,925
    
    
    Ps.
    30,798,398
 
 (1)
    
    In 2008 includes technical equipment in connection with the
consolidation of Cablemás beginning on June 1, 2008 (see Note 2).  F-18




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##### Table of Contents



7. Intangible Assets and Deferred Charges, Net
  2007
    
    
    2008Gross
    
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Net Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    Net CarryingAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    AmountIntangible assets with indefinite lives:Goodwill
    
    
    
    
    
    
    
    
    
    Ps.
    3,978,277
    
    
    
    
    
    
    
    
    
    
    Ps.
    6,288,658Publishing and TVI trademarks
    
    
    
    
    
    
    
    
    
    
    806,278
    
    
    
    
    
    
    
    
    
    
    
    785,468Television network concession
    
    
    
    
    
    
    
    
    
    
    650,603
    
    
    
    
    
    
    
    
    
    
    
    650,603TVI concession
    
    
    
    
    
    
    
    
    
    
    262,925
    
    
    
    
    
    
    
    
    
    
    
    262,925Telecom concession(1)
    
    
    
    
    
    
    
    
    
    
    29,113
    
    
    
    
    
    
    
    
    
    
    
    783,290Sky concession
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    96,042Intangible assets with finite lives and deferred charges:Licenses and software
    
    Ps.
    1,026,841
    
    
    Ps.
    (632,998
    )
    
    
    393,843
    
    
    Ps.
    1,456,410
    
    
    Ps.
    (822,708
    )
    
    
    633,702Subscriber lists(1)
    
    
    802,440
    
    
    
    (474,520
    )
    
    
    327,920
    
    
    
    1,206,278
    
    
    
    (687,103
    )
    
    
    519,175Other intangible assets
    
    
    294,035
    
    
    
    (157,214
    )
    
    
    136,821
    
    
    
    622,680
    
    
    
    (97,752
    )
    
    
    524,928Deferred financing costs (see Note 8)
    
    
    1,107,744
    
    
    
    (277,451
    )
    
    
    830,293
    
    
    
    1,213,559
    
    
    
    (324,567
    )
    
    
    888,992Ps.
    3,231,060
    
    
    Ps.
    (1,542,183
    )
    
    Ps.
    7,416,073
    
    
    Ps.
    4,498,927
    
    
    Ps.
    (1,932,130
    )
    
    Ps.
    11,433,783
 (1)
    
    See Note 2.   ForeignBalance as of
    
    
    
    
    
    
    Currency
    
    
    
    
    
    
    Impairment
    
    
    Balance as ofDecember 31,
    
    
    
    
    
    
    Translation
    
    
    Adjustments/
    
    
    Adjustments
    
    
    December 31,2007
    
    
    Acquisitions
    
    
    Adjustments
    
    
    Reclassifications
    
    
    (See Note 17)
    
    
    2008Goodwill:Television Broadcasting
    
    Ps.
    909,826
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    (427,095
    )
    
    Ps.
    482,731Cable and Telecom
    
    
    1,552,054
    
    
    
    558,812
    
    
    
    
    
    
    
    2,281,148
    
    
    
    (132,500
    )
    
    
    4,259,514Publishing Distribution
    
    
    690,109
    
    
    
    
    
    
    
    5,824
    
    
    
    (2,379
    )
    
    
    
    
    
    
    693,554Other Businesses
    
    
    39,406
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,406Equity-method investees (See Note 5)
    
    
    786,882
    
    
    
    
    
    
    
    
    
    
    
    26,571
    
    
    
    
    
    
    
    813,453Ps.
    3,978,277
    
    
    Ps.
    558,812
    
    
    Ps.
    5,824
    
    
    Ps.
    2,305,340
    
    
    Ps.
    (559,595
    )
    
    Ps.
    6,288,658Trademarks (see Note 2):Publishing
    
    Ps.
    695,066
    
    
    Ps.
    
    
    
    Ps.
    15,612
    
    
    Ps.
    2,379
    
    
    Ps.
    (50,000
    )
    
    Ps.
    663,057Telecom
    
    
    21,860
    
    
    
    11,199
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,059TVI
    
    
    89,352
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89,352Ps.
    806,278
    
    
    Ps.
    11,199
    
    
    Ps.
    15,612
    
    
    Ps.
    2,379
    
    
    Ps.
    (50,000
    )
    
    Ps.
    785,468
 8. Long-term Debt and Satellite Transponder Lease Obligation
  2007
    
    
    2008U.S. dollar debt:8% Senior Notes due 2011 (1)
    
    Ps.
    785,863
    
    
    Ps.
    995,8026% Senior Notes due 2018 (1)
    
    
    
    
    
    
    6,920,0006.625% Senior Notes due 2025 (1)
    
    
    6,553,320
    
    
    
    8,304,0008.50% Senior Notes due 2032 (1)
    
    
    3,276,660
    
    
    
    4,152,0009.375% Senior Notes due 2013 (Sky) (2)
    
    
    122,886
    
    
    
    9.375% Senior Guaranteed Notes due 2015(Cablemás) (3)
    
    
    
    
    
    
    2,417,848Bank loan facility (Empresas Cablevisión) (4)
    
    
    2,457,495
    
    
    
    3,114,000Bank loan facility (Cablemás) (4)
    
    
    
    
    
    
    692,000Other (5)
    
    
    906,808
    
    
    
    1,154,200Mexican Peso debt:8.49% Senior Notes due 2037 (1)
    
    
    4,500,000
    
    
    
    4,500,000Bank loans (6)
    
    
    7,142,460
    
    
    
    6,662,460Other currency debt
    
    
    50,321
    
    
    
    50,754Total long-term debt
    
    
    25,795,813
    
    
    
    38,963,064Less: Current portion
    
    
    488,650
    
    
    
    2,283,175Long-term debt, net of current portion
    
    Ps.
    25,307,163
    
    
    Ps.
    36,679,889Satellite transponder lease obligation(7)
    
    Ps.
    1,132,830
    
    
    Ps.
    1,311,663Less: Current portion
    
    
    97,696
    
    
    
    138,806Satellite transponder lease obligation, net of current portion
    
    Ps.
    1,035,134
    
    
    Ps.
    1,172,857
  F-19




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##### Table of Contents



(1)
    
    These Senior Notes due 2011, 2018, 2025, 2032 and 2037, in the outstanding principal amount
of U.S.$72 million, U.S.$500 million, U.S.$600 million, U.S.$300 million and Ps.4,500,000,
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 and 2037, including
additional amounts payable in respect of certain Mexican withholding taxes, is 8.41%, 6.31%,
6.97%, 8.94% and 8.93% per annum, respectively, and is payable semi-annually. These Senior
Notes may not be redeemed prior to maturity, except 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. Also, the Company may, at its own option, redeem the Senior Notes due 2018, 2025 and
2037, 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 and 2032
were priced at 98.793%, 99.280% and 99.431%, respectively, for a yield to maturity of 8.179%,
6.097% and 8.553%, 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. Substantially all of
these Senior Notes are registered with the U.S. Securities and Exchange Commission (the
SEC).(2)
    
    In September 2008, Sky prepaid all of the outstanding Senior Notes due 2013, in the principal
amount of U.S.$11.3 million. The total aggregate amount paid by Sky in connection with this
prepayment was U.S.$12.6 million, including related accrued interest and a premium of 4.6875%.(3)
    
    These U.S.$174.7 million Senior Guaranteed Notes are unsecured obligations of Cablemás and
its restricted subsidiaries and are guaranteed by such restricted subsidiaries, rank equally
in right of payment with all existing and future unsecured and unsubordinated indebtedness of
Cablemás and its restricted subsidiaries, and are junior in right of payment to all of the
existing and future secured indebtedness of Cablemás and its restricted subsidiaries to the
extent of the value of the assets securing such indebtedness, interest on these Senior Notes,
including additional amounts payable in respect of certain Mexican withholding taxes, is
9.858%, and is payable semi-annually. Cablemás may redeem these Senior Notes, in whole or in
part, at any time up before November 15, 2010, at redemption prices plus accrued and unpaid
interest. The agreement of these Senior Notes contains covenants relating to Cablemás and its
restricted subsidiaries, including covenants with respect to limitations on indebtedness,
payments, dividends, investments, sale of assets, and certain mergers and consolidations. In
July 2008, Cablemás prepaid a portion of these Senior Notes in the principal amount of
U.S.$0.3 million in connection with a tender offer to purchase these Senior Notes at a
purchase price of 101% plus related accrued and unpaid interest.(4)
    
    In December 2007, Empresas Cablevisión and Cablemás entered into a 5-year term loan
facilities with a U.S. bank 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 is payable on a quarterly
basis at LIBOR plus an applicable margin that may range from 0.475% to 0.800% depending on a
leverage ratio. At December 31, 2008, the applicable leverage ratio for Empresas Cablevisión
and Cablemás was 0.525% and 0.600%, respectively. Under the terms of the loan facilities,
Empresas Cablevisión and its subsidiaries and Cablemás 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.  F-20




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##### Table of Contents



(5)
    
    Includes Ps.873,776 in 2007 and Ps.1,107,200 in 2008 in connection with a non-interest
bearing promissory note in the principal amount of U.S.$80 million with a maturity in August 2009,
which amount was originally recognized by the Group, and guaranteed by the Company, as a
long-term liability in connection with the acquisition of Letseb and Bestel USA in December
2007 (see Note 2). In 2008, this liability was replaced under similar terms by a U.S.$80
million non-interest bearing promissory note payable to a foreign financial institution. In March
2009, the Company entered into a purchase agreement with the holder of the promissory note,
and acquired such note in the amount of U.S.$78.6 million. This line also includes in 2007
and 2008, outstanding balances of notes payable to banks with maturities between 2009 and
2010, bearing annual interest rates of 1.25 and 1.50 points above LIBOR.(6)
    
    Includes in 2007 and 2008, outstanding balances of long-term loans in the principal amount of
Ps.3,642,460 and, Ps.3,162,460, respectively, in connection with certain credit agreements
entered into by the Company with a Mexican bank, with various maturities from 2009 through
2012. Interest on these loans ranges from 8.925% to 10.350% per annum, and is payable on
a monthly basis. Under the terms of these credit agreements, 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. The balance in 2007 and 2008
also includes two 10-year loans entered into by Sky with Mexican banks in the aggregate
principal amount of Ps.3,500,000. This 10-year Sky indebtedness is guaranteed by the Company
and includes a Ps.2,100,000 loan with an annual interest rate of 8.74% and a Ps.1,400,000 loan
with an annual interest rate of 8.98% for the first three years ending in March and April
2009, respectively, and the Mexican interbank interest rate of TIIE plus 24 basis points for
the remaining seven years. Interest on these two 10-year loans is payable on a monthly basis.(7)
    
    Sky is committed to pay a monthly fee of U.S.$1.7 million under a capital lease agreement
entered into with Intelsat Corporation (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. 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). Maturities of Debt and Satellite Transponder Lease Obligation
  2009
    
    Ps.
    2,283,1752010
    
    
    1,046,3682011
    
    
    997,4782012
    
    
    4,807,8342013
    
    
    2,725Thereafter
    
    
    29,825,484Ps.
    38,963,064
  2009
    
    Ps.
    282,3362010
    
    
    282,3362011
    
    
    282,3362012
    
    
    282,3362013
    
    
    282,336Thereafter
    
    
    471,8351,883,515Less: amount representing interest
    
    
    571,852Ps.
    1,311,663
  F-21




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##### Table of Contents



9. Financial Instruments
    2007
    
    
    2008Carrying Value
    
    
    Fair Value
    
    
    Carrying Value
    
    
    Fair ValueAssets:Temporary investments
    
    Ps.
    1,825,355
    
    
    Ps.
    1,825,355
    
    
    Ps.
    6,798,271
    
    
    Ps.
    6,798,271Held-to-maturity securities (see Note 5)
    
    
    2,525,204
    
    
    
    2,525,204
    
    
    
    809,115
    
    
    
    755,997Liabilities:Senior Notes due 2011, 2018, 2025 and 2032
    
    Ps.
    10,615,843
    
    
    Ps.
    11,654,879
    
    
    Ps.
    20,371,802
    
    
    Ps.
    17,713,899Senior Notes due 2037
    
    
    4,500,000
    
    
    
    4,280,581
    
    
    
    4,500,000
    
    
    
    4,129,740Senior Guaranteed Notes due 2015 (Cablemás)
    
    
    
    
    
    
    
    
    
    
    2,417,848
    
    
    
    2,070,282Other long-term debt securities
    
    
    122,886
    
    
    
    132,717
    
    
    
    
    
    
    
    Long-term notes payable to Mexican banks
    
    
    7,142,460
    
    
    
    7,403,793
    
    
    
    6,662,460
    
    
    
    6,846,264Bank loan facility (Empresas Cablevisión)
    
    
    2,457,495
    
    
    
    2,456,471
    
    
    
    3,114,000
    
    
    
    2,658,286Bank loan facility (Cablemás)
    
    
    
    
    
    
    
    
    
    
    692,000
    
    
    
    593,439
  2007

    
    2008Notional
    
    
    
    
    
    
    
    NotionalAmount
    
    
    
    
    
    
    
    AmountDerivative Financial
Instruments:
    
    (Thousands)
    
    Carrying Value
    
    
    Maturity Date
    
    (Thousands)
    
    Carrying Value
    
    
    Maturity DateAssets:Hedge and trading derivatives:Skys interest rate swaps(a)
    
    U.S.$11,250/Ps.123,047
and
Ps. 1,400,000
    
    Ps.
    36,040
    
    
    September 2008
and April 2016
    
    Ps.1,400,000
    
    Ps.
    3,472
    
    
    April 2016Skys foreign currency 
forward(b)
    
    U.S.$15,000/
Ps.162,293
    
    
    999
    
    
    March 2008
    
    
    
    
    
    
    
    Cablemás forward and
cross-currency swaps(c)
    
    
    
    
    
    
    
    
    
    U.S.$175,000/Ps.1,880,375
and
U.S.$175,000/
Ps.1,914,850
    
    
    1,464,295
    
    
    November 2015Cross-currency interest 
rate swaps(d)
    
    
    
    
    
    
    
    
    
    U.S.$889,736/
Ps.9,897,573
    
    
    78,904
    
    
    March 2009 and
March 2010Credit default swaps(d)
    
    
    
    
    
    
    
    
    
    U.S.$24,500
    
    
    7,913
    
    
    October and
December 2009Cash Flow Hedges:Empresas Cablevisións
cross-currency swaps(f)
    
    U.S.$225,000/
Ps.2,435,040
    
    
    19,397
    
    
    December 2012
    
    U.S. $225,000/
Ps.2,435,040
    
    
    668,945
    
    
    December 2012Cablemás cross-currency 
swap(g)
    
    
    
    
    
    
    
    
    
    U.S.$50,000/
Ps.541,275
    
    
    139,619
    
    
    December 2012Ps.
    56,436
    (1)
    
    
    
    
    
    Ps.
    2,363,148
    (1)Liabilities:Hedge and trading derivatives:Interest rate treasury lock(h)
    
    U.S.$150,000
    
    Ps.
    77,595
    
    
    May 2008
    
    
    
    Ps.
    
    
    
    Cablemás forward
and swaption(c)
    
    
    
    
    
    
    
    
    
    U.S.$175,000
Ps.1,914,850
    
    
    600,819
    
    
    November 2015Cross-currency interest 
rate swaps(d)
    
    U.S.$889,736/Ps.9,897,573
and
U.S.$890,000/
Ps.9,900,748
    
    
    197,891
    
    
    March 2009 and
March 2010
    
    U.S.$690,000/
Ps.7,735,198
    
    
    3,831
    
    
    March 2010Ps.
    275,486
    (2)
    
    
    
    
    
    Ps.
    604,650
  F-22




---



##### Table of Contents



(1)
    
    Includes short-term derivative financial instruments of Ps.2,909 and Ps.46,588 in 2007 and
2008, respectively, which were included in other accounts and notes receivables, net in the
consolidated balance sheet.(2)
    
    Includes short-term derivative financial instruments of Ps.191,073 in 2007, which were
included in other accrued liabilities in the consolidated balance sheet.(a)
    
    In February 2004, Sky entered into coupon swap agreements to hedge U.S.$.300.0 million of its
U.S. dollar foreign exchange exposure related to its Senior Notes due 2013. Under these
transactions, Sky received semi-annual payments calculated based on the aggregate notional
amount of U.S.$11.3 million at an annual rate of 9.375%, and Sky made monthly payments
calculated based on an aggregate notional amount of Ps.123,047 at an annual rate of 10.25%.
These transactions were terminated in September 2008. Sky recorded the change in fair value of
these transactions in the integral cost of financing (foreign exchange loss). 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 million. 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%. Sky recorded the change in fair value of this transaction in the integral cost
of financing (interest expense).(b)
    
    As of December 31, 2007, Sky had foreign currency forward contracts to cover a portion of its
foreign currency cash flow requirements for an aggregate amount of U.S.$15.0 million to
receive U.S. dollars in exchange for Mexican Pesos, in 2008 at an average exchange rate of
Ps.10.89 per U.S.$1.00 dollar. This transaction was terminated in March 2008. Sky recorded the
change in fair value of these transactions in the integral cost of financing (foreign exchange
gain or loss).(c)
    
    In 2005, 2006 and 2007, Cablemás entered into a forward, interest-only cross-currency swaps
and swaption agreements, as amended, with a U.S. financial institution to hedge U.S.$175.0
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 will receive and
make payments in the aggregate notional amounts of U.S.$175.0 million and Ps.1,880,375,
respectively; (ii) Cablemás makes semi-annual payments calculated based on a notional amount
of U.S.$175.0 million at an annual rate of 2.88%; (iii) Cablemás receives semi-annual payments
calculated based on the aggregate notional amount of U.S.$175.0 million at an annual rate of
9.375%, and Cablemás makes monthly payments calculated based on an aggregate notional amount
of Ps.1,914,850 at an annual rate of 9.07% through December 2010 if the option of a related
swaption agreement is exercised by the counterparty, and through 2015 if such option is not
exercised; and (iv) if the counterparty exercises an option under a related swaption
agreement, Cablemás would receive monthly payments based on the aggregate notional amount of
Ps.1,914,850 at an annual rate of 7.57%, and Cablemás would make monthly payments calculated
based on the same notional amount at an annual interest rate of a 28-day TIIE (Mexican
Interbank Interest Rate). Cablemás recorded the change in fair value of these transactions in
the integral cost of financing (foreign exchange gain or loss).(d)
    
    In order to reduce the adverse effects of exchange rates on the Senior Notes due 2011, 2025
and 2032, during 2004 and 2005, 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 for a period of five years. Under these transactions, the
Company receives semi-annual payments based on the aggregate notional amount U.S.$889.7
million as of December 31, 2007 and 2008, at an average annual rate of 7.37%, and the Company
makes semi-annual payments based on an aggregate notional amount of approximately Ps.9,897,573
as of December 31, 2007 and 2008, at an average annual rate of 8.28%, without an exchange of
the notional amount upon which the payments are based. In the years ended December 31, 2006,
2007 and 2008, the Company recorded a loss (gain) of Ps.91,550, Ps.(1,440) and Ps.(96,878),
respectively, in the integral cost of financing (foreign exchange loss) derived of the change
in fair value of these transactions. In November 2005, the Group entered into option contracts
that allow the counterparty to extend the maturity of the swap agreements for one additional
year on the notional amount of
U.S.$890 million. In January 2008, the Group terminated part of these option contracts early
for a notional amount of U.S.$200 million, with no significant additional gain or loss. In
March 2009, the Group terminated the remaining option contracts early for a notional amount of
U.S.$690 million, with no significant additional gain or loss.  F-23




---



##### Table of Contents



(e)
    
    The Group entered into credit default swap agreements to hedge the unfavorable effect of
credit risk associated with certain long-term investments with a maturity in October 2011 and
January 2012 for a notional amount of U.S.$20.0 million and U.S.$4.5 million, respectively.
These agreements expire in the fourth quarter of 2009.(f)
    
    In December 2007, in connection with the issuance of its U.S.$225 million long-term debt,
Empresas Cablevisión entered into a cross-currency swaps 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, 2008, this derivative contract qualified as a cash flow hedge, and therefore, the Group
has recorded the change in fair value as a gain of Ps.649,548, together with an unrealized
foreign exchange loss of Ps.656,505, related to the long-term debt, in consolidated
stockholders equity as accumulated other comprehensive income or loss.(g)
    
    In December 2007, in connection with the issuance of its U.S.$50 million long-term debt,
Cablemás entered into a cross-currency swaps agreement to hedge interest rate risk and foreign
currency exchange risk on such long-term debt. Under this agreement, Cablemás receives
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 will receive a principal
amount of U.S.$50 million, in exchange for Ps.541,275. At December 31, 2008, this derivative
contract qualified as a cash flow hedge, and therefore, the Group has recorded the change in
fair value as a gain of Ps.169,893, together with an unrealized foreign exchange loss of
Ps.173,360, related to the long-term debt, in consolidated stockholders equity as accumulated
other comprehensive income or loss.(h)
    
    In 2007, the Company entered into interest rate lock agreements to hedge the risk that the
cost of a future issuance of fixed-rate debt may be adversely affected by changes in interest
rates. Under these agreements, the Company agreed to pay or receive an amount equal to the
difference between the net present value of the cash flows for a notional principal amount of
indebtedness based on the existing yield of a U.S. treasury bond at the date when the
agreements are established and at the date when the agreements are settled. Interest rate
lock agreements are reflected at fair value in the Groups consolidated balance sheet and the
related gains or losses on these agreements are recognized in income as integral cost of
financing (interest expense). At December 31, 2007, the Company had outstanding interest rate
lock agreements for an aggregate U.S.$150.0 million notional principal amount of indebtedness.
These transactions were terminated in May 2008. 10. Retirement and Termination Benefits
     F-24




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##### Table of Contents



2007
    
    
    
    
    
    
    Seniority
    
    
    Severance
    
    
    2008Total
    
    
    Pensions
    
    
    Premiums
    
    
    Indemnities
    
    
    TotalVested benefit obligations
    
    Ps.
    477,429
    
    
    Ps.
    97,211
    
    
    Ps.
    340
    
    
    Ps.
    
    
    
    Ps.
    97,551Unvested benefit obligations
    
    
    1,070,380
    
    
    
    1,000,900
    
    
    
    273,703
    
    
    
    470,314
    
    
    
    1,744,917Defined benefit obligations
    
    
    1,547,809
    
    
    
    1,098,111
    
    
    
    274,043
    
    
    
    470,314
    
    
    
    1,842,468Fair value of plan assets
    
    
    1,628,730
    
    
    
    1,024,239
    
    
    
    380,350
    
    
    
    
    
    
    
    1,404,589Status of the plans
    
    
    80,921
    
    
    
    (73,872
    )
    
    
    106,307
    
    
    
    (470,314
    )
    
    
    (437,879
    )Unrecognized prior service
cost for transition
liability
    
    
    191,348
    
    
    
    94,866
    
    
    
    60,250
    
    
    
    1,004
    
    
    
    156,120Unrecognized prior service
cost for plan amendments
    
    
    (118,274
    )
    
    
    132,145
    
    
    
    (83,992
    )
    
    
    919
    
    
    
    49,072Net actuarial (gain) loss
    
    
    (468,916
    )
    
    
    (134,388
    )
    
    
    9,533
    
    
    
    5,152
    
    
    
    (119,703
    )Net projected (liability)
asset in the consolidated
balance sheet
    
    Ps.
    (314,921
    )
    
    Ps.
    18,751
    
    
    Ps.
    92,098
    
    
    Ps.
    (463,239
    )
    
    Ps.
    (352,390
    )
   2006
    
    
    2007
    
    
    2008Service cost
    
    Ps.
    96,435
    
    
    Ps.
    97,878
    
    
    Ps.
    115,598Interest cost
    
    
    52,896
    
    
    
    55,804
    
    
    
    124,719Prior service cost
    
    
    
    
    
    
    
    
    
    
    3,947Expected return on plan assets
    
    
    (81,152
    )
    
    
    (168,141
    )
    
    
    (321,805
    )Net amortization and deferral
    
    
    8,421
    
    
    
    (9,280
    )
    
    
    83,008Net cost (income)
    
    Ps.
    76,600
    
    
    Ps.
    (23,739
    )
    
    Ps.
    5,467
  2007
    
    
    
    
    
    
    Seniority
    
    
    Severance
    
    
    2008Total
    
    
    Pensions
    
    
    Premiums
    
    
    Indemnities
    
    
    TotalDefined benefit obligationsBeginning of year
    
    Ps.
    1,474,590
    
    
    Ps.
    872,167
    
    
    Ps.
    261,941
    
    
    Ps.
    413,701
    
    
    Ps.
    1,547,809Service cost
    
    
    97,878
    
    
    
    53,525
    
    
    
    24,436
    
    
    
    37,637
    
    
    
    115,598Interest cost
    
    
    55,804
    
    
    
    71,766
    
    
    
    20,031
    
    
    
    32,922
    
    
    
    124,719Actuarial gain
    
    
    (52,934
    )
    
    
    (67,573
    )
    
    
    (19,401
    )
    
    
    (66,947
    )
    
    
    (153,921
    )Transition liability
    
    
    
    
    
    
    140,197
    
    
    
    2,384
    
    
    
    
    
    
    
    142,581Benefit paid
    
    
    (27,529
    )
    
    
    (12,560
    )
    
    
    (20,080
    )
    
    
    (10,910
    )
    
    
    (43,550
    )Acquisition of companies
    
    
    
    
    
    
    40,589
    
    
    
    4,732
    
    
    
    63,911
    
    
    
    109,232End of year
    
    
    1,547,809
    
    
    
    1,098,111
    
    
    
    274,043
    
    
    
    470,314
    
    
    
    1,842,468Fair value of plan assetsBeginning of year
    
    
    1,802,958
    
    
    
    1,153,205
    
    
    
    475,525
    
    
    
    
    
    
    
    1,628,730Actuarial return on plan assets
    
    
    168,141
    
    
    
    222,409
    
    
    
    99,396
    
    
    
    
    
    
    
    321,805Actuarial loss
    
    
    (308,920
    )
    
    
    (345,492
    )
    
    
    (171,321
    )
    
    
    
    
    
    
    (516,813
    )Contributions
    
    
    
    
    
    
    5,984
    
    
    
    2,362
    
    
    
    
    
    
    
    8,346Benefits paid
    
    
    (33,449
    )
    
    
    (11,867
    )
    
    
    (25,612
    )
    
    
    
    
    
    
    (37,479
    )End of year
    
    
    1,628,730
    
    
    
    1,024,239
    
    
    
    380,350
    
    
    
    
    
    
    
    1,404,589Under (over) funded status of the plans
    
    Ps.
    80,921
    
    
    Ps.
    (73,872
    )
    
    Ps.
    106,307
    
    
    Ps.
    (470,314
    )
    
    Ps.
    (437,879
    )
  F-25




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##### Table of Contents



2007
    
    
    2008Equity Securities (1)
    
    
    68.8
    %
    
    
    62.6
    %Fixed rate instruments
    
    
    31.2
    %
    
    
    37.4
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
 (1)
    
    Included within plan assets at December 31, 2007 and 2008 are shares of the Group held by the
trust with a fair value of Ps.1,121,446 and Ps.879,029, respectively.  2007
    
    
    
    
    
    
    Seniority
    
    
    Severance
    
    
    2008Total
    
    
    Pensions
    
    
    Premiums
    
    
    Indemnities
    
    
    TotalBeginning net projected liability (asset)
    
    Ps.
    346,300
    
    
    Ps.
    59,019
    
    
    Ps.
    (183,481
    )
    
    Ps.
    439,383
    
    
    Ps.
    314,921Net periodic (income) cost
    
    
    (23,739
    )
    
    
    (93,494
    )
    
    
    86,254
    
    
    
    12,707
    
    
    
    5,467Net actuarial gain
    
    
    (13,560
    )
    
    
    (280
    )
    
    
    (1,155
    )
    
    
    (39,780
    )
    
    
    (41,215
    )Contributions
    
    
    
    
    
    
    (5,984
    )
    
    
    (2,362
    )
    
    
    
    
    
    
    (8,346
    )Benefits paid
    
    
    5,920
    
    
    
    (693
    )
    
    
    5,532
    
    
    
    (10,910
    )
    
    
    (6,071
    )Acquisition of companies
    
    
    
    
    
    
    22,681
    
    
    
    3,114
    
    
    
    61,839
    
    
    
    87,634End net projected liability (asset)
    
    Ps.
    314,921
    
    
    Ps.
    (18,751
    )
    
    Ps.
    (92,098
    )
    
    Ps.
    463,239
    
    
    Ps.
    352,390
  2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008PensionsDefined benefit obligations
    
    Ps.
    699,847
    
    
    Ps.
    769,913
    
    
    Ps.
    834,123
    
    
    Ps.
    872,167
    
    
    Ps.
    1,098,111Plan assets
    
    
    851,448
    
    
    
    1,053,033
    
    
    
    1,254,603
    
    
    
    1,153,205
    
    
    
    1,024,239Status of the plans
    
    
    151,601
    
    
    
    283,120
    
    
    
    420,480
    
    
    
    281,038
    
    
    
    (73,872
    )Actuarial adjustments (1)
    
    
    (367,843
    )
    
    
    (510,763
    )
    
    
    (644,624
    )
    
    
    (435,665
    )
    
    
    (134,388
    )Seniority PremiumsDefined benefit obligations
    
    Ps.
    266,197
    
    
    Ps.
    271,299
    
    
    Ps.
    270,088
    
    
    Ps.
    261,941
    
    
    Ps.
    274,043Plan assets
    
    
    395,212
    
    
    
    486,482
    
    
    
    548,355
    
    
    
    475,525
    
    
    
    380,350Status of the plans
    
    
    129,015
    
    
    
    215,183
    
    
    
    278,267
    
    
    
    213,584
    
    
    
    106,307Actuarial adjustments (1)
    
    
    78,540
    
    
    
    (9,027
    )
    
    
    (92,444
    )
    
    
    (7,569
    )
    
    
    9,533Severance IndemnitiesDefined benefit obligations
    
    Ps.
    
    
    
    Ps.
    314,215
    
    
    Ps.
    370,379
    
    
    Ps.
    413,701
    
    
    Ps.
    470,314Plan assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Status of the plans
    
    
    
    
    
    
    (314,215
    )
    
    
    (370,379
    )
    
    
    (413,701
    )
    
    
    (470,314
    )Actuarial adjustments (1)
    
    
    
    
    
    
    
    
    
    
    14,129
    
    
    
    (25,682
    )
    
    
    5,152
 (1)
    
    On defined benefit obligations and plan assets. 11. Commitments and Contingencies
   F-26




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##### Table of Contents



Thousands ofU.S. Dollars2009
    
    U.S.$
    11,7262010
    
    
    6,6582011
    
    
    5,4602012
    
    
    4,7402013 and thereafter
    
    
    8,986U.S.$
    37,570
    2009
    
    Ps.
    237,4982010
    
    
    205,7802011
    
    
    120,2232012
    
    
    58,8012013
    
    
    17,053Thereafter
    
    
    145,722Ps.
    785,077
    Univision
   F-27




---



##### Table of Contents



F-28




---



##### Table of Contents



12. Capital Stock, Stock Purchase Plan and Long-term Retention Plan
 Capital Stock
    Authorized
    
    
    Repurchased
    
    
    Acquired by a
    
    
    Acquired by aand
    
    
    by the
    
    
    Companys
    
    
    CompanysIssued(1)
    
    
    Company(2)
    
    
    Trust(3)
    
    
    Subsidiary(4)
    
    
    OutstandingSeries A Shares
    
    
    120,182.8
    
    
    
    (303.7
    )
    
    
    (6,941.4
    )
    
    
    (1,159.5
    )
    
    
    111,778.2Series B Shares
    
    
    56,262.6
    
    
    
    (267.3
    )
    
    
    (3,610.1
    )
    
    
    (586.1
    )
    
    
    51,799.1Series D Shares
    
    
    85,758.8
    
    
    
    (425.1
    )
    
    
    (2,026.4
    )
    
    
    (899.6
    )
    
    
    82,407.7Series L Shares
    
    
    85,758.8
    
    
    
    (425.1
    )
    
    
    (2,026.4
    )
    
    
    (899.6
    )
    
    
    82,407.7Total shares
    
    
    347,963.0
    
    
    
    (1,421.2
    )
    
    
    (14,604.3
    )
    
    
    (3,544.8
    )
    
    
    328,392.7Shares in the form of CPOs
    
    
    286,678.7
    
    
    
    (1,421.2
    )
    
    
    (6,774.1
    )
    
    
    (3,007.2
    )
    
    
    275,476.2CPOs
    
    
    2,450.2
    
    
    
    (12.1
    )
    
    
    (57.9
    )
    
    
    (25.7
    )
    
    
    2,354.5
 
 (1)
    
    As of December 31, 2008, the authorized and issued capital stock amounted to Ps.10,060,950
(nominal Ps.2,378,506).(2)
    
    In 2006, 2007 and 2008, the Company repurchased 6,714.1 million, 7,861.2 million and 2,698.2
million shares in the form of 57.4 million, 67.2 million and 23.1 million CPOs, respectively,
in the amount of Ps.2,692,926, Ps.4,049,902 and Ps.1,112,569, respectively, in connection with
a share repurchase program that was approved by the Companys stockholders and exercised at
the discretion of management. In April 2006, 2007 and 2008, the Companys stockholders
approved the cancellation of 5,888.5 million, 8,275.8 million and 7,146.1 million shares of
capital stock, respectively, in the form of 50.3 million, 70.7 million and 61.1 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.(4)
    
    In connection with the Companys Stock Purchase Plan described below.  F-29




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##### Table of Contents



Stock Purchase Plan
   Long-term Retention Plan
    F-30




---



##### Table of Contents



Stock
    
    
    Long TermPurchase Plan
    
    
    Retention PlanArrangements:Year of grant
    
    
    2003
    
    
    
    2004
    
    
    
    2004
    
    
    
    2007
    
    
    
    2008Number of CPOs or CPOs equivalent granted
    
    
    2,360
    
    
    
    32,918
    
    
    
    46,784
    
    
    
    5,971
    
    
    
    24,760Contractual life
    
    3-5 years
    
    
    1-3 years
    
    
    4-6 years
    
    
    3-5 years
    
    
    3 yearsAssumptions:Dividend yield
    
    
    3.00
    %
    
    
    3.00
    %
    
    
    3.00
    %
    
    
    3.00
    %
    
    
    3.00
    %Expected volatility(1)
    
    
    31.88
    %
    
    
    21.81
    %
    
    
    22.12
    %
    
    
    21.98
    %
    
    
    33.00
    %Risk-free interest rate
    
    
    9.35
    %
    
    
    6.52
    %
    
    
    8.99
    %
    
    
    7.54
    %
    
    
    8.87
    %Expected life of awards (in years)
    
    4.01 years
    
    
    2.62 years
    
    
    4.68 years
    
    
    3.68 years
    
    
    2.84 years
 
 (1)
    
    Volatility was determined by reference to historically observed prices of the Groups CPOs.  2007
    
    
    2008CPOs
    
    
    Weighted-
    
    
    CPOs or
    
    
    Weighted-or CPOs
    
    
    Average
    
    
    CPOs
    
    
    Averageequivalent
    
    
    Exercise Price
    
    
    equivalent
    
    
    Exercise PriceStock Purchase Plan:Outstanding at beginning of year
    
    
    18,416
    
    
    
    16.30
    
    
    
    13,316
    
    
    
    14.13Granted
    
    
    40
    
    
    
    10.30
    
    
    
    134
    
    
    
    15.20Exercised
    
    
    (5,074
    )
    
    
    15.85
    
    
    
    (3,112
    )
    
    
    13.67Forfeited
    
    
    (66
    )
    
    
    10.30
    
    
    
    (127
    )
    
    
    10.58Outstanding at beginning of year
    
    
    13,316
    
    
    
    14.13
    
    
    
    10,211
    
    
    
    13.96Exercisable at end of year
    
    
    11,236
    
    
    
    16.24
    
    
    
    10,169
    
    
    
    13.99Long-Term Retention Plan:Outstanding at beginning of year
    
    
    47,390
    
    
    
    11.75
    
    
    
    47,654
    
    
    
    14.00Granted
    
    
    5,971
    
    
    
    56.93
    
    
    
    24,760
    
    
    
    25.98Exercised
    
    
    (4,851
    )
    
    
    11.73
    
    
    
    (7,041
    )
    
    
    10.05Forfeited
    
    
    (856
    )
    
    
    10.30
    
    
    
    (930
    )
    
    
    9.55Outstanding at beginning of year
    
    
    47,654
    
    
    
    14.00
    
    
    
    64,443
    
    
    
    18.29Exercisable at end of year
    
    
    4,824
    
    
    
    10.30
    
    
    
    9,927
    
    
    
    9.55
   F-31




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##### Table of Contents



13. Retained Earnings
         F-32




---



##### Table of Contents



14. Comprehensive Income
  2006
    
    
    2007
    
    
    2008Net income
    
    Ps.
    8,908,943
    
    
    Ps.
    8,082,463
    
    
    Ps.
    7,803,652Other comprehensive income (loss), net:Foreign currency translation adjustments, net(1)
    
    
    595,682
    
    
    
    204,174
    
    
    
    358,599Result from holding non-monetary assets, net(2)
    
    
    (67,302
    )
    
    
    23,491
    
    
    
    Result from available for-sale investments, net(3)
    
    
    (565,862
    )
    
    
    565,862
    
    
    
    Gain (loss) on equity accounts of investees, net(4)
    
    
    57,930
    
    
    
    5,382
    
    
    
    (58,109
    )Cumulative result from hedge derivative contracts, net(5)
    
    
    
    
    
    
    
    
    
    
    (3,918
    )Total other comprehensive income, net
    
    
    20,448
    
    
    
    798,909
    
    
    
    296,572Comprehensive income
    
    Ps.
    8,929,391
    
    
    Ps.
    8,881,372
    
    
    Ps.
    8,100,224
 
 (1)
    
    The amount for 2006 included a foreign exchange loss of Ps.594,267, which was related to the
hedge for the Groups net investment in Univision recognized as a foreign entity investment
through June 30, 2006 (see Notes 1(c) and 18). The amount for 2008, is presented net of income
taxes of Ps.148,010.(2)
    
    Represented the difference between specific costs (net replacement cost or Specific Index) of
non-monetary assets and the restatement of such assets using the NCPI, net of deferred tax
benefit (provision) of Ps.31,439 and Ps.(7,523), for the years ended December 31, 2006 and
2007, respectively (see Note 1(a)).(3)
    
    The amount for 2006 included a foreign exchange loss of Ps.617,148; a foreign exchange gain
of Ps.559,845, which was related to the hedge for the Groups investment in Univision
recognized as an available-for-sale investment beginning in July 2006; a loss on monetary
position of Ps.433,492; and a fair value loss effect of Ps.75,067. In 2007, the net amount of
Ps.565,862, was applied to consolidated income as other expense, net (see Note 18).(4)
    
    Represents the gains or losses on the dilution of investments in equity investees, as well as
other comprehensive income recognized by equity investees.(5)
    
    Net of an income tax benefit of Ps.1,524.  F-33




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##### Table of Contents



Gain
    
    
    Cumulative
    
    
    
    
    
    
    
    
    
    
    Cumulative
    
    
    Cumulative
    
    
    Cumulative(Loss) on
    
    
    Result
    
    
    
    
    
    
    Result from
    
    
    Result from
    
    
    Result from
    
    
    Effect of
    
    
    AccumulatedEquity
    
    
    from Hedge
    
    
    Accumulated
    
    
    Available-For-Sale
    
    
    Holding
    
    
    Foreign
    
    
    Deferred
    
    
    OtherAccounts of
    
    
    Derivative
    
    
    Monetary
    
    
    Financial
    
    
    Non-Monetary
    
    
    Currency
    
    
    Income
    
    
    ComprehensiveInvestees
    
    
    Contracts
    
    
    Result
    
    
    Assets
    
    
    Assets
    
    
    Translation
    
    
    Taxes
    
    
    (Loss) IncomeBalance at January 1, 2006
    
    Ps.
    4,172,738
    
    
    Ps.
    
    
    
    Ps.
    (35,186
    )
    
    Ps.
    
    
    
    Ps.
    (2,593,505
    )
    
    Ps.
    (2,148,435
    )
    
    Ps.
    (3,224,437
    )
    
    Ps.
    (3,828,825
    )Current year change
    
    
    57,930
    
    
    
    
    
    
    
    
    
    
    
    (565,862
    )
    
    
    (67,302
    )
    
    
    595,682
    
    
    
    
    
    
    
    20,448Balance at December 31, 2006
    
    
    4,230,688
    
    
    
    
    
    
    
    (35,186
    )
    
    
    (565,862
    )
    
    
    (2,660,807
    )
    
    
    (1,552,753
    )
    
    
    (3,224,437
    )
    
    
    (3,808,377
    )Current year change
    
    
    5,382
    
    
    
    
    
    
    
    
    
    
    
    565,862
    
    
    
    23,491
    
    
    
    204,174
    
    
    
    
    
    
    
    798,909Balance at December 31, 2007
    
    
    4,236,050
    
    
    
    
    
    
    
    (35,186
    )
    
    
    
    
    
    
    (2,637,316
    )
    
    
    (1,348,579
    )
    
    
    (3,224,437
    )
    
    
    (3,009,468
    )Reclassifications to retained earnings
    
    
    
    
    
    
    
    
    
    
    35,186
    
    
    
    
    
    
    
    2,637,316
    
    
    
    
    
    
    
    3,224,437
    
    
    
    5,896,939Current year change
    
    
    (58,109
    )
    
    
    (3,918
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    358,599
    
    
    
    
    
    
    
    296,572Balance at December 31, 2008
    
    Ps.
    4,177,941
    
    
    Ps.
    (3,918
    )
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    (989,980
    )
    
    Ps.
    
    
    
    Ps.
    3,184,043
    F-34




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##### Table of Contents



15. Minority Interest
  2007
    
    
    2008Capital stock(1)
    
    Ps.
    2,453,757
    
    
    Ps.
    2,867,182Retained earnings(1)
    
    
    609,488
    
    
    
    1,442,234Cumulative result from holding non-monetary assets(2)
    
    
    (389,720
    )
    
    
    Accumulated monetary result(2)
    
    
    407
    
    
    
    Cumulative effect of deferred income taxes(2)
    
    
    1,328
    
    
    
    Cumulative result from hedge derivative contracts, net(3)
    
    
    
    
    
    
    (3,587
    )Net income for the year
    
    
    935,927
    
    
    
    927,005Ps.
    3,611,187
    
    
    Ps.
    5,232,834
 
 (1)
    
    Effective June 1, 2008, the Group began to consolidate the assets and liabilities of
Cablemás.(2)
    
    These accounts were reclassified to retained earnings on January 1, 2008 (see Note 14).(3)
    
    Net of an income tax benefit of Ps.1,395. 16. Transactions with Related Parties
  2006
    
    
    2007
    
    
    2008Revenues:Royalties (Univision)(a)
    
    Ps.
    1,466,561
    
    
    Ps.
    
    
    
    Ps.
    Soccer transmission rights (Univision)
    
    
    99,673
    
    
    
    
    
    
    
    Programming production and transmission rights(b)
    
    
    36,460
    
    
    
    98,836
    
    
    
    69,911Administrative services(c)
    
    
    55,602
    
    
    
    65,586
    
    
    
    80,297Interest income
    
    
    17,145
    
    
    
    
    
    
    
    Advertising(d)
    
    
    90,938
    
    
    
    80,122
    
    
    
    60,647Ps.
    1,766,379
    
    
    Ps.
    244,544
    
    
    Ps.
    210,855Costs:Donations
    
    Ps.
    105,901
    
    
    Ps.
    98,029
    
    
    Ps.
    72,617Administrative services(c)
    
    
    11,633
    
    
    
    30,101
    
    
    
    16,577Other
    
    
    79,834
    
    
    
    263,714
    
    
    
    4,540Ps.
    197,368
    
    
    Ps.
    391,844
    
    
    Ps.
    93,734
 
 (a)
    
    The Group receives royalties from Univision for programming provided pursuant to a program
license agreement, as amended, that expires in December 2017. Effective 2007, Univision is no
longer a related party (see Notes 2 and 11).(b)
    
    Services rendered to Endemol in 2006 and 2007 and other affiliates in 2006, 2007 and 2008.(c)
    
    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.(d)
    
    Advertising services rendered to OCEN and Volaris in 2006, 2007 and 2008.
  F-35




---



##### Table of Contents



(1)
    
    A consulting firm owned by a relative of one of the Groups directors, which has, from time
to time, 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 2006, 2007
and 2008 amounted to Ps.19,281, Ps.20,816 and Ps.20,811, 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 and one of the Groups alternate 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 2006, 2007 and 2008, a professional services firm in which a current director
maintains an interest provided legal advisory services to the Group in connection with various
corporate matters. Total fees for such services amounted to Ps.17,256, Ps.21,831 and
Ps.15,550, 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 2006, 2007 and 2008, in the amount of Ps.84,229, Ps.153,364 and Ps.973, respectively.(7)
    
    During 2006, 2007 and 2008 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.172,033, Ps.189,852
and Ps.234,296, respectively.(8)
    
    During 2006, 2007 and 2008, 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.172,033, Ps.189,852 and Ps.234,296, respectively.
  2007
    
    
    2008Receivables:Grupo TV Promo, S.A. de C.V.
    
    Ps.
    103,500
    
    
    Ps.
    Editorial Clío, Libros y Videos, S.A. de C.V.
    
    
    9,241
    
    
    
    6,524Volaris (see Note 5)
    
    
    10,859
    
    
    
    40,197OCEN (see Note 5)
    
    
    28,666
    
    
    
    10,393TVI (see Note 2)
    
    
    4,381
    
    
    
    31,403EMI Televisa Music, Inc.
    
    
    41
    
    
    
    27,198Other
    
    
    38,335
    
    
    
    46,106Ps.
    195,023
    
    
    Ps.
    161,821Payables:Productora y Comercializadora de Televisión, S.A. de C.V.
    
    Ps.
    
    
    
    Ps.
    (60,909
    )TechCo
    
    
    (71,159
    )
    
    
    (26,940
    )News Corp. (see Note 2)
    
    
    (50,303
    )
    
    
    Other
    
    
    (5,729
    )
    
    
    (773
    )Ps.
    (127,191
    )
    
    Ps.
    (88,622
    )
    F-36




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##### Table of Contents



17. Other Expense, Net
  2006
    
    
    2007
    
    
    2008Loss on disposition of investments, net (see Note 2)
    
    Ps.
    
    
    
    Ps.
    669,473
    
    
    Ps.
    12,931Donations (see Note 16)
    
    
    135,001
    
    
    
    150,224
    
    
    
    78,856Financial advisory and professional services(1)
    
    
    102,876
    
    
    
    191,495
    
    
    
    21,532Employees profit sharing(2)
    
    
    31,649
    
    
    
    20,821
    
    
    
    27,345Loss on disposition of fixed assets
    
    
    
    
    
    
    37,989
    
    
    
    45,394Impairment adjustments(3)
    
    
    93,464
    
    
    
    493,693
    
    
    
    609,595Expenses of debt placement(4)
    
    
    496,999
    
    
    
    
    
    
    
    Termination fee income for the cancellation of a
call option (see Note 5)
    
    
    
    
    
    
    (462,083
    )
    
    
    Other expense (income), net(5)
    
    
    28,081
    
    
    
    (148,260
    )
    
    
    156,486Ps.
    888,070
    
    
    Ps.
    953,352
    
    
    Ps.
    952,139
 
 (1)
    
    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 Ps.284,472 related to other income from a litigation
settlement (see Notes 2, 11 and 16).(2)
    
    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).(3)
    
    During 2006, 2007 and 2008, 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 and Cable and Telecom segments. As a result of such testing,
impairment adjustments were made to trademarks in 2006, goodwill in 2007, and trademarks and
goodwill in 2008, of Ps.93,464, Ps. 493,693 and Ps.609,595, respectively (see Note 7).(4)
    
    In 2006, these expenses were related to Senior Notes due 2013 (see Note 8).(5)
    
    In 2007, includes primarily a cancellation of a provision for certain contingencies in
connection with the acquisition of exclusivity rights of certain soccer players from foreign
entities (see Note 11). 18. Integral Cost of Financing
  2006
    
    
    2007
    
    
    2008Interest expense(1)
    
    Ps.
    2,010,425
    
    
    Ps.
    2,176,998
    
    
    Ps.
    2,816,369Interest income
    
    
    (1,135,400
    )
    
    
    (1,844,653
    )
    
    
    (1,299,789
    )Foreign exchange loss (gain), net(2)
    
    
    197,678
    
    
    
    (215,897
    )
    
    
    (685,698
    )Loss from monetary position(3)
    
    
    68,325
    
    
    
    293,766
    
    
    
    Ps.
    1,141,028
    
    
    Ps.
    410,214
    
    
    Ps.
    830,882
 
 (1)
    
    Interest expense in 2006 and 2007, includes Ps.41,341 and Ps.13,034, respectively, derived
from the UDI index restatement of Companys UDI-denominated debt securities, and a net loss
from related derivative contracts of Ps.1,741, in 2008, (see Notes 8 and 9).(2)
    
    Includes in 2006, 2007 and 2008 a net loss (gain) from foreign currency derivative contracts
of Ps.59,916, Ps.(39,087) and Ps.(889,562), respectively. A foreign exchange loss in 2006 and
2007 of Ps.34,422 and Ps.211,520, respectively, related to the hedge for the Groups net
investment in Univision, was recognized in 2006 in consolidated stockholders equity as other
comprehensive income or loss, and in 2007 in consolidated income as other expense, net (see
Notes 1(c) and 14).(3)
    
    The gain or loss from monetary position represented the effects of inflation, as measured by
the NCPI in the case of Mexican companies, or the general inflation index of each country in
the case of foreign subsidiaries, on the monetary assets and liabilities at the beginning of
each month. It also includes monetary loss in 2006 and 2007 of Ps.111,652 and Ps.135,548,
respectively, arising from temporary differences of non-monetary items in calculating deferred
income tax (see Notes 1(a) and 19).  F-37




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##### Table of Contents



19. Income Taxes
     2006
    
    
    2007
    
    
    2008Income taxes, current
    
    Ps.
    799,833
    
    
    Ps.
    3,707,763
    
    
    Ps.
    3,146,339Income taxes, deferred
    
    
    1,292,645
    
    
    
    (358,122
    )
    
    
    417,856Ps.
    2,092,478
    
    
    Ps.
    3,349,641
    
    
    Ps.
    3,564,195
  %
    
    
    %
    
    
    %2006
    
    
    2007
    
    
    2008Tax at the statutory rate on income before provisions
    
    
    29
    
    
    
    28
    
    
    
    28Differences in inflation adjustments for tax and book purposes
    
    
    
    
    
    
    2
    
    
    
    1Unconsolidated income tax
    
    
    
    
    
    
    1
    
    
    
    1Minority interest
    
    
    
    
    
    
    (4
    )
    
    
    Changes in valuation allowances:Asset tax
    
    
    3
    
    
    
    3
    
    
    
    (3
    )Tax loss carryforwards
    
    
    3
    
    
    
    
    
    
    
    Foreign operations
    
    
    (2
    )
    
    
    (5
    )
    
    
    4Equity in losses of affiliates, net
    
    
    1
    
    
    
    2
    
    
    
    2Use of tax losses(a)
    
    
    (16
    )
    
    
    
    
    
    
    Flat rate business tax
    
    
    
    
    
    
    
    
    
    
    (4
    )Provision for income tax and the asset tax
    
    
    18
    
    
    
    27
    
    
    
    29
 
 (a)
    
    In 2006, this amount represents the effect of the use of tax deductions related to certain
transactions made by the Group in connection with a corporate reorganization.  F-38




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##### Table of Contents



Amount
    
    
    ExpirationOperating tax loss carryforwards:Unconsolidated:Mexican subsidiaries(1)
    
    Ps.
    2,775,709
    
    
    From 2009 to 2018Non-Mexican subsidiaries(2)
    
    
    2,730,550
    
    
    From 2009 to 20285,506,259Capital tax loss carryforwards:Unconsolidated Mexican subsidiaries(3)
    
    
    102,073
    
    
    From 2009 to 2010Ps.
    5,608,332
 
 (1)
    
    During 2006, 2007 and 2008, certain Mexican subsidiaries utilized unconsolidated operating
tax loss carryforwards of Ps.3,279,827, Ps.3,438,922 and Ps.699,845, respectively. In 2006,
2007 and 2008, the carryforward amount includes the operating tax loss carryforwards related
to the minority interest of Sky.(2)
    
    Approximately for the equivalent of U.S.$197.3 million related to losses from subsidiaries in
Europe, South America and the United States.(3)
    
    These carryforwards can only be used in connection with capital gains to be generated by such
subsidiaries.    2007
    
    
    2008Assets:Accrued liabilities
    
    Ps.
    700,449
    
    
    Ps.
    775,913Goodwill
    
    
    945,687
    
    
    
    1,062,680Tax loss carryforwards
    
    
    843,549
    
    
    
    805,779Allowance for doubtful accounts
    
    
    286,933
    
    
    
    339,977Customer advances
    
    
    901,333
    
    
    
    802,919Other items
    
    
    148,517
    
    
    
    269,670Liabilities:Inventories
    
    
    (401,788
    )
    
    
    (259,418
    )Property, plant and equipment, net
    
    
    (961,509
    )
    
    
    (1,520,432
    )Prepaid expenses
    
    
    (1,403,224
    )
    
    
    (1,539,708
    )Sky
    
    
    (525,164
    )
    
    
    (465,294
    )Deferred income taxes of Mexican companies
    
    
    534,783
    
    
    
    272,086Deferred income taxes of foreign subsidiaries
    
    
    547,532
    
    
    
    (81,575
    )Asset tax
    
    
    1,477,037
    
    
    
    891,094Flat rate business tax
    
    
    
    
    
    
    40,095Valuation allowances(a)
    
    
    (3,832,186
    )
    
    
    (3,386,861
    )Deferred income tax liability, net
    
    Ps.
    (1,272,834
    )
    
    Ps.
    (2,265,161
    )
 
 (a)
    
    Reflects valuation allowances of foreign subsidiaries of Ps.565,913 and Ps.627,308 at
December 31, 2007 and 2008, respectively.  F-39




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##### Table of Contents



Tax LossCarryforwards
    
    
    Asset Tax
    
    
    Goodwill
    
    
    TotalBalance at beginning of year
    
    Ps.
    (1,409,462
    )
    
    Ps.
    (1,477,037
    )
    
    Ps.
    (945,687
    )
    
    Ps.
    (3,832,186
    )Increases
    
    
    
    
    
    
    
    
    
    
    (116,993
    )
    
    
    (116,993
    )Decreases
    
    
    (23,625
    )
    
    
    585,943
    
    
    
    
    
    
    
    562,318Balance at end of year
    
    Ps.
    (1,433,087
    )
    
    Ps.
    (891,094
    )
    
    Ps.
    (1,062,680
    )
    
    Ps.
    (3,386,861
    )
  Charge to the stockholders equity
    
    Ps.
    145,091Charge to the provision for deferred income tax
    
    
    417,856Initial consolidation of Cablemás
    
    
    429,380Ps.
    992,327
 20. Earnings per CPO/Share
  2006
    
    
    2007
    
    
    2008Total Shares
    
    
    339,776,222
    
    
    
    333,652,535
    
    
    
    329,579,613CPOs
    
    
    2,451,792
    
    
    
    2,399,453
    
    
    
    2,364,642Shares 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
  2006
    
    
    2007
    
    
    2008Per 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
    
    
    ShareContinuing operations
    
    Ps.
    3.07
    
    
    Ps.
    0.03
    
    
    Ps.
    2.84
    
    
    Ps.
    0.02
    
    
    Ps.
    2.77
    
    
    Ps.
    0.02Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Majority interest net income
    
    Ps.
    3.07
    
    
    Ps.
    0.03
    
    
    Ps.
    2.84
    
    
    Ps.
    0.02
    
    
    Ps.
    2.77
    
    
    Ps.
    0.02
 21. Foreign Currency Position
  ForeignCurrency
    
    
    Year-End
    
    
    MexicanAmounts
    
    
    Exchange Rate
    
    
    Pesos(Thousands)Assets:U.S. dollars
    
    
    2,161,532
    
    
    Ps.
    13.8400
    
    
    Ps.
    29,915,603Euros
    
    
    116,134
    
    
    
    19.3420
    
    
    
    2,246,264Argentinean Pesos
    
    
    86,755
    
    
    
    4.0081
    
    
    
    347,723Chilean Pesos
    
    
    11,094,589
    
    
    
    0.0217
    
    
    
    240,753Colombian Pesos
    
    
    20,296,250
    
    
    
    0.0061
    
    
    
    123,807Venezuelan Bolivar
    
    
    38,596
    
    
    
    6.4372
    
    
    
    248,450Other Currencies
    
    
    
    
    
    
    
    
    
    
    71,865Liabilities:U.S. dollars
    
    
    2,552,121
    
    
    Ps.
    13.8400
    
    
    Ps.
    35,321,355Euros
    
    
    16,986
    
    
    
    19.3420
    
    
    
    328,543Argentinean Pesos
    
    
    69,936
    
    
    
    4.0081
    
    
    
    280,311Chilean Pesos
    
    
    14,820,831
    
    
    
    0.0217
    
    
    
    321,612Colombian Pesos
    
    
    25,468,821
    
    
    
    0.0061
    
    
    
    155,360Brasilean real
    
    
    37,434
    
    
    
    5.9758
    
    
    
    223,698Other currencies
    
    
    
    
    
    
    
    
    
    
    85,908
  F-40




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##### Table of Contents



U.S. DollarEquivalent of otherForeign Currency
    
    
    Total
    
    
    MexicanU.S. Dollar
    
    
    Transactions
    
    
    U.S. Dollar
    
    
    Pesos(1)(Thousands)
    
    
    (Thousands)
    
    
    (Thousands)Income:Revenues
    
    U.S.$
    531,142
    
    
    U.S.$
    151,937
    
    
    U.S.$
    683,079
    
    
    Ps.
    9,453,813Other income
    
    
    31,134
    
    
    
    7,677
    
    
    
    38,811
    
    
    
    537,144Interest income
    
    
    51,296
    
    
    
    5,780
    
    
    
    57,076
    
    
    
    789,932U.S.$
    613,572
    
    
    U.S.$
    165,394
    
    
    U.S.$
    778,966
    
    
    Ps.
    10,780,889Purchases, costs and expenses:Purchases of inventories
    
    U.S.$
    203,897
    
    
    U.S.$
    13,467
    
    
    U.S.$
    217,364
    
    
    Ps.
    3,008,318Purchases of property and equipment
    
    
    256,866
    
    
    
    6,400
    
    
    
    263,266
    
    
    
    3,643,601Investments
    
    
    155,743
    
    
    
    61,995
    
    
    
    217,738
    
    
    
    3,013,494Costs and expenses
    
    
    352,527
    
    
    
    42,177
    
    
    
    394,704
    
    
    
    5,462,703Interest expense
    
    
    119,183
    
    
    
    385
    
    
    
    119,568
    
    
    
    1,654,821U.S.$
    1,088,216
    
    
    U.S.$
    124,424
    
    
    U.S.$
    1,212,640
    
    
    Ps.
    16,782,937Net
    
    U.S.$
    (474,644
    )
    
    U.S.$
    40,970
    
    
    U.S.$
    (433,674
    )
    
    Ps.
    (6,002,048
    )
 
 (1)
    
    Income statement amounts translated at the year-end exchange rate of Ps.13.84 for
reference purposes only; does not indicate the actual amounts accounted for in the financial
statements (see Note 1(c)).   22. Segment Information
   F-41




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##### Table of Contents



Television Broadcasting
  Pay Television Networks
  Programming Exports
  Publishing
  Sky
  Cable and Telecom
   F-42




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##### Table of Contents



Other Businesses
   Intersegment
    
    
    Consolidated
    
    
    SegmentTotal Revenues
    
    
    Revenues
    
    
    Revenues
    
    
    Income (Loss)2006:Television Broadcasting
    
    Ps.
    21,760,426
    
    
    Ps.
    579,576
    
    
    Ps.
    21,180,850
    
    
    Ps.
    10,996,343Pay Television Networks
    
    
    1,379,003
    
    
    
    289,526
    
    
    
    1,089,477
    
    
    
    707,897Programming Exports
    
    
    2,190,272
    
    
    
    
    
    
    
    2,190,272
    
    
    
    901,965Publishing
    
    
    2,993,912
    
    
    
    19,711
    
    
    
    2,974,201
    
    
    
    576,677Sky
    
    
    7,732,878
    
    
    
    93,825
    
    
    
    7,639,053
    
    
    
    3,689,128Cable and Telecom
    
    
    2,059,350
    
    
    
    5,040
    
    
    
    2,054,310
    
    
    
    847,527Other Businesses
    
    
    2,372,126
    
    
    
    142,590
    
    
    
    2,229,536
    
    
    
    (206,222
    )Segment totals
    
    
    40,487,967
    
    
    
    1,130,268
    
    
    
    39,357,699
    
    
    
    17,513,315Reconciliation to
consolidated amounts:Eliminations and
corporate expenses
    
    
    (1,130,268
    )
    
    
    (1,130,268
    )
    
    
    
    
    
    
    (467,828
    )Depreciation and
amortization expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,779,772
    )Consolidated total
    
    Ps.
    39,357,699
    
    
    Ps.
    
    
    
    Ps.
    39,357,699
    
    
    Ps.
    14,265,715
    (1)2007:Television Broadcasting
    
    Ps.
    21,213,175
    
    
    Ps.
    456,133
    
    
    Ps.
    20,757,042
    
    
    Ps.
    10,518,063Pay Television Networks
    
    
    1,851,969
    
    
    
    487,718
    
    
    
    1,364,251
    
    
    
    1,150,226Programming Exports
    
    
    2,262,137
    
    
    
    620
    
    
    
    2,261,517
    
    
    
    1,032,022Publishing
    
    
    3,311,867
    
    
    
    16,918
    
    
    
    3,294,949
    
    
    
    624,360Sky
    
    
    8,402,151
    
    
    
    80,124
    
    
    
    8,322,027
    
    
    
    4,037,860Cable and Telecom
    
    
    2,611,613
    
    
    
    3,063
    
    
    
    2,608,550
    
    
    
    947,178Other Businesses
    
    
    3,039,667
    
    
    
    86,477
    
    
    
    2,953,190
    
    
    
    (237,399
    )Segment totals
    
    
    42,692,579
    
    
    
    1,131,053
    
    
    
    41,561,526
    
    
    
    18,072,310Reconciliation to
consolidated amounts:Eliminations and
corporate expenses
    
    
    (1,131,053
    )
    
    
    (1,131,053
    )
    
    
    
    
    
    
    (368,344
    )Depreciation and
amortization expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,223,070
    )Consolidated total
    
    Ps.
    41,561,526
    
    
    Ps.
    
    
    
    Ps.
    41,561,526
    
    
    Ps.
    14,480,896
    (1)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)
 
 (1)
    
    Consolidated totals represent consolidated operating income.  F-43




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##### Table of Contents



Accounting Policies
  Intersegment Revenue
   Allocation of General and Administrative Expenses
   Additions toSegment
    
    
    Segment
    
    
    Property,Assets
    
    
    Liabilities
    
    
    Plant andat Year-End
    
    
    at Year-End
    
    
    Equipment2006:Continuing operations:Television operations(1)
    
    Ps.
    60,019,459
    
    
    Ps.
    24,294,817
    
    
    Ps.
    1,150,077Publishing
    
    
    2,185,263
    
    
    
    365,010
    
    
    
    36,507Sky
    
    
    6,445,978
    
    
    
    5,619,942
    
    
    
    1,038,535Cable and Telecom
    
    
    3,050,590
    
    
    
    763,844
    
    
    
    860,518Other Businesses
    
    
    6,257,912
    
    
    
    1,437,011
    
    
    
    342,895Total
    
    Ps.
    77,959,202
    
    
    Ps.
    32,480,624
    
    
    Ps.
    3,428,5322007:Continuing operations:Television operations(1)
    
    Ps.
    60,211,587
    
    
    Ps.
    26,298,566
    
    
    Ps.
    1,149,261Publishing
    
    
    3,012,529
    
    
    
    673,078
    
    
    
    156,341Sky
    
    
    8,893,874
    
    
    
    6,178,789
    
    
    
    1,338,938Cable and Telecom
    
    
    7,806,023
    
    
    
    4,706,581
    
    
    
    851,379Other Businesses
    
    
    6,685,602
    
    
    
    1,437,859
    
    
    
    419,520Total
    
    Ps.
    86,609,615
    
    
    Ps.
    39,294,873
    
    
    Ps.
    3,915,4392008: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.
    5,191,446
 
 (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-44




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##### Table of Contents



2007
    
    
    2008Segment assets
    
    Ps.
    86,609,615
    
    
    Ps.
    113,193,537Investments attributable to:Television operations(1)
    
    
    3,781,767
    
    
    
    2,086,163Cable and Telecom
    
    
    3,583,173
    
    
    
    430,699Other Businesses
    
    
    772,648
    
    
    
    879,292Goodwill net attributable to:Television operations
    
    
    909,792
    
    
    
    482,697Publishing
    
    
    690,144
    
    
    
    693,590Cable and Telecom
    
    
    1,780,024
    
    
    
    4,280,513Other Businesses
    
    
    576,313
    
    
    
    805,314Total assets
    
    Ps.
    98,703,476
    
    
    Ps.
    122,851,805
 
 (1)
    
    Includes goodwill attributable to equity investments of Ps.22,004 and Ps.47,544 in 2007and 2008, respectively.   2007
    
    
    2008Segment liabilities
    
    Ps.
    39,294,873
    
    
    Ps.
    47,565,867Notes payable and long-term debt not attributable to segments
    
    
    18,758,303
    
    
    
    28,034,262Total liabilities
    
    Ps.
    58,053,176
    
    
    Ps.
    75,600,129
  Additions toTotal
    
    
    Segment Assets
    
    
    Property, PlantNet Sales
    
    
    at Year-End
    
    
    and Equipment2006:Mexico
    
    Ps.
    34,793,376
    
    
    Ps.
    72,199,969
    
    
    Ps.
    3,391,671Other countries
    
    
    4,564,323
    
    
    
    5,759,233
    
    
    
    36,861Ps.
    39,357,699
    
    
    Ps.
    77,959,202
    
    
    Ps.
    3,428,5322007:Mexico
    
    Ps.
    36,532,710
    
    
    Ps.
    71,194,036
    
    
    Ps.
    3,779,583Other countries
    
    
    5,028,816
    
    
    
    15,415,579
    
    
    
    135,856Ps.
    41,561,526
    
    
    Ps.
    86,609,615
    
    
    Ps.
    3,915,4392008: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.
    5,191,446
   F-45




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##### Table of Contents



23. Differences between Mexican FRS and U.S. GAAP
  Reconciliation of Net Income
 2006
    
    
    2007
    
    
    2008Majority interest net income as reported under Mexican FRS
    
    Ps.
    8,908,943
    
    
    Ps.
    8,082,463
    
    
    Ps.
    7,803,652U.S. GAAP adjustments:(a) Capitalization of financing costs, net of depreciation
    
    
    68,758
    
    
    
    92,713
    
    
    
    105,205(b) Deferred costs, net of amortization
    
    
    19,149
    
    
    
    97,672
    
    
    
    15,818(c) Deferred debt refinancing costs, net of amortization
    
    
    31,396
    
    
    
    31,420
    
    
    
    31,574(d) Equipment inflation restatement, net of depreciation
    
    
    (121,055
    )
    
    
    (43,042
    )
    
    
    (e) Purchase accounting adjustments:Amortization of network affiliation agreements
    
    
    (7,159
    )
    
    
    (7,159
    )
    
    
    (4,176
    )Depreciation of fixed assets
    
    
    (12,118
    )
    
    
    (12,118
    )
    
    
    (12,118
    )Amortization of other assets
    
    
    (5,003
    )
    
    
    (5,006
    )
    
    
    (5,006
    )Amortization of subscribers list
    
    
    (104,179
    )
    
    
    (156,268
    )
    
    
    (156,268
    )Impairment of goodwill
    
    
    
    
    
    
    493,693
    
    
    
    427,095(g) Equity method investees:Cablemás
    
    
    
    
    
    
    (25,057
    )
    
    
    (h) Univision investment:Sale of investment
    
    
    
    
    
    
    (298,336
    )
    
    
    Hedge accounting
    
    
    559,845
    
    
    
    
    
    
    
    (i) Derivative financial instruments(1)
    
    
    (1,397,789
    )
    
    
    
    
    
    
    (k) Production and film costs
    
    
    281,297
    
    
    
    23,895
    
    
    
    (133,983
    )(l) Deferred income taxes and employees profit sharing:Deferred income taxes(1)
    
    
    77,260
    
    
    
    (5,905
    )
    
    
    49,565Deferred employees profit sharing(1)
    
    
    10,342
    
    
    
    (33,252
    )
    
    
    19,065(m) Maintenance reserve
    
    
    (2,744
    )
    
    
    (3,949
    )
    
    
    (18,062
    )(n) Minority interest on U.S. GAAP adjustments
    
    
    1,134
    
    
    
    1,632
    
    
    
    7,465Total U.S. GAAP adjustments, net
    
    
    (600,866
    )
    
    
    150,933
    
    
    
    326,174Net income under U.S. GAAP
    
    Ps.
    8,308,077
    
    
    Ps.
    8,233,396
    
    
    Ps.
    8,129,826
 
 (1)
    
    Net of inflation effects in 2006 and 2007. Effective January 1, 2008,
the Group discontinued recognizing the effects of inflation (see Note
1(a)). Reconciliation of Stockholders Equity
 2007
    
    
    2008Total stockholders equity under Mexican FRS
    
    Ps.
    40,650,300
    
    
    Ps.
    47,251,676U.S. GAAP adjustments:(a) Capitalization of financing costs, net of accumulated depreciation
    
    
    (756,093
    )
    
    
    (650,888
    )(b) Deferred costs, net of amortization
    
    
    (15,818
    )
    
    
    (c) Deferred debt refinancing costs, net of amortization
    
    
    (541,832
    )
    
    
    (510,258
    )(e) Purchase accounting adjustments:Broadcast license and network affiliation agreements
    
    
    124,089
    
    
    
    119,913Fixed assets
    
    
    42,407
    
    
    
    30,289Other assets
    
    
    45,463
    
    
    
    40,457Goodwill on acquisition of Bay City
    
    
    (611,150
    )
    
    
    (184,055
    )Goodwill on acquisition of minority interest in Editorial Televisa
    
    
    1,358,428
    
    
    
    1,358,428Subscribers list
    
    
    364,626
    
    
    
    208,358Goodwill on acquisition of minority interest in Sky
    
    
    86,236
    
    
    
    86,236(f) 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(g) Equity method investees:OCEN
    
    
    (2,446
    )
    
    
    (2,446
    )Cablemás
    
    
    (25,057
    )
    
    
    (25,057
    )(j) Pension plan and seniority premiums
    
    
    395,842
    
    
    
    (85,489
    )(k) Production and film costs
    
    
    (1,514,772
    )
    
    
    (1,648,755
    )(l) Deferred income taxes and employees profit sharing:Deferred income taxes
    
    
    514,647
    
    
    
    698,985Deferred employees profit sharing
    
    
    (148,279
    )
    
    
    (129,214
    )(m) Maintenance reserve
    
    
    18,062
    
    
    
    (n) Minority interest
    
    
    (3,655,162
    )
    
    
    (5,269,344
    )Total U.S. GAAP adjustments, net
    
    
    (4,070,441
    )
    
    
    (5,712,472
    )Total stockholders equity under U.S. GAAP
    
    Ps.
    36,579,859
    
    
    Ps.
    41,539,204
  F-46




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##### Table of Contents



Changes in U.S. GAAP stockholders equity
    
    2007
    
    
    2008Balance at January 1,
    
    Ps
    . 35,799,109
    
    
    Ps
    . 36,579,859Net income for the year
    
    
    8,233,396
    
    
    
    8,129,826Repurchase of capital stock
    
    
    (3,948,331
    )
    
    
    (1,251,148
    )Dividends
    
    
    (4,506,492
    )
    
    
    (2,229,973
    )Sale of capital stock under stock-based compensation plan
    
    
    99,771
    
    
    
    138,580Stock based compensation
    
    
    140,517
    
    
    
    222,046Other comprehensive income:Changes in other comprehensive income of equity investees
    
    
    5,382
    
    
    
    (58,109
    )Net unrealized loss on available-for-sale financial
asset, net of tax
    
    
    565,862
    
    
    
    Result from holding non-monetary assets, net of tax
    
    
    (138,776
    )
    
    
    Foreign currency translation, net of tax
    
    
    505,446
    
    
    
    358,599Pension and post retirement, net of tax
    
    
    (176,025
    )
    
    
    (350,476
    )Balance at December 31,
    
    Ps
    . 36,579,859
    
    
    Ps
    . 41,539,204
      F-47




---



##### 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) Equipment Inflation Restatement, Net of Depreciation
    F-48




---



##### Table of Contents



(e) Purchase Accounting Adjustments
    (f) Goodwill and Other Intangible Assets
  2007
    
    
    2008Consolidated subsidiaries:Television Broadcasting
    
    Ps.
    337,094
    
    
    Ps.
    337,094Cable and Telecom (1)
    
    
    1,552,054
    
    
    
    4,259,514Publishing
    
    
    2,055,103
    
    
    
    2,058,548Other segments
    
    
    155,224
    
    
    
    155,224Equity method investees
    
    
    852,696
    
    
    
    879,267Ps.
    4,952,171
    
    
    Ps.
    7,689,647
  2007
    
    
    2008Trademarks (2)(3)
    
    Ps.
    824,263
    
    
    Ps.
    803,452Television
network concession (2)
    
    
    742,605
    
    
    
    742,605TVI concession
    
    
    262,925
    
    
    
    262,925Telecom concession (4)
    
    
    29,113
    
    
    
    783,290Sky concession
    
    
    
    
    
    
    96,042Network
affiliation agreements (2)
    
    
    119,913
    
    
    
    119,913Licenses and software (5)
    
    
    393,843
    
    
    
    633,702Subscriber list
    
    
    705,027
    
    
    
    740,251Deferred financing costs
    
    
    288,462
    
    
    
    378,734Other
    
    
    112,698
    
    
    
    512,212Ps.
    3,478,849
    
    
    Ps.
    5,073,126
 
 (1)
    
    Includes Cablemás in 2008. See Note 7.(2)
    
    Indefinite-lived.(3)
    
    Includes translation effect, impairment adjustments and acquisitions (see Note 7).(4)
    
    In 2008, the increase in
Telecom concessions was mainly due to the acquisition of Bestel and the
resulting recognition of the telecom concession valued at Ps. 728,884 (see Note 2).(5)
    
    In 2008, the increase in
Licenses and software was mainly in the Cable and Telecom segment (see Note 7).   F-49




---



##### Table of Contents



(g) Equity Method Investees
 Cablemás
    (h) Univision
 Reversal of Hedge Accounting for Investment in Univision in 2006
     F-50




---



##### Table of Contents



Sale of investment in 2007
   (i) Derivative Financial Instruments
   (j) Pension Plan and Seniority Premiums
  Plan Assets or Liability at December 31
  2007
    
    
    2008Projected benefit obligation
    
    Ps.
    1,134,108
    
    
    Ps.
    1,372,154Plan assets(1)
    
    
    (1,628,730
    )
    
    
    (1,404,589
    )Funded status
    
    
    (494,622
    )
    
    
    (32,435
    )Prepaid pension asset
    
    
    (494,622
    )
    
    
    (32,435
    )Severance indemnities  projected benefit obligation
    
    
    413,701
    
    
    
    470,314Balance
sheet (asset) liability
    
    Ps.
    (80,921
    )
    
    Ps.
    437,879Change in benefit obligation:Projected benefit obligation at beginning of year
    
    Ps.
    1,104,212
    
    
    Ps.
    1,134,108Service cost
    
    
    69,709
    
    
    
    77,961Interest cost
    
    
    42,245
    
    
    
    91,797Actuarial gain
    
    
    (54,529
    )
    
    
    (86,884
    )Acquisition
    
    
    
    
    
    
    45,231Plan
amendments(2)
    
    
    
    
    
    
    142,581Benefits paid
    
    
    (27,529
    )
    
    
    (32,640
    )Projected benefit obligation at end of year
    
    Ps.
    1,134,108
    
    
    Ps.
    1,372,154
 
 (1)
    
    See Note 10.(2)
    
    The terms of a pension plan
for certain Groups employees were modified in the first
quarter 2008 increasing the pension salary for each participant
without exceeding a percentage of such pension salary. F-51




---



##### Table of Contents





Plan Assets








2007
    
    
    2008Accumulated other comprehensive
income as of beginning of year
(net of income tax)
    
    Ps.
    461,031
    
    
    Ps.
    285,006Net gain
    
    
    (161,254
    )
    
    
    (286,793
    )Amortization of net gain
    
    
    (22,561
    )
    
    
    (68,098
    )Amortization of prior service cost
    
    
    7,790
    
    
    
    8,333Accumulated other comprehensive
income as of end of year (net of
income tax)
    
    Ps.
    285,006
    
    
    Ps.
    (61,552
    )




2007
    
    

2008Prior service costs, net of income tax
    
    Ps.
    (52,614
    )
    
    Ps.
    (147,738
    )Net actuarial gains, net of income tax
    
    
    337,620
    
    
    
    86,186Accumulated other comprehensive income as
of end of year (net of income tax)
    
    Ps.
    285,006
    
    
    Ps.
    (61,552
    )


(k) Production and Film Costs








F-52



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##### Table of Contents



(l) Deferred Income Taxes and Employees Profit Sharing
    December 31,
    
    
    December 31,2007
    
    
    2008Net deferred income tax liability recorded under Mexican
FRS on Mexican FRS balances (see Note 19)
    
    Ps.
    (1,272,834
    )
    
    Ps.
    (2,265,161
    )Reclassification of non-current taxes related to
non-wholly owned subsidiaries (Sky)
    
    
    525,164
    
    
    
    465,294Net deferred income tax amount under SFAS No. 109 applied
to Mexican FRS balances
    
    
    (747,670
    )
    
    
    (1,799,867
    )Impact of U.S. GAAP adjustments:Capitalization of financing costs
    
    
    211,706
    
    
    
    182,248Deferred costs
    
    
    4,429
    
    
    
    Purchase accounting adjustments
    
    
    (161,444
    )
    
    
    (111,724
    )Pension plan and seniority premiums
    
    
    (110,836
    )
    
    
    23,937Production and film costs
    
    
    424,136
    
    
    
    461,652Maintenance reserve
    
    
    (5,057
    )
    
    
    Deferred debt refinancing costs
    
    
    151,713
    
    
    
    142,872514,647
    
    
    
    698,985Net deferred income tax liability under U.S. GAAP
    
    
    (233,023
    )
    
    
    (1,100,882
    )Less:Deferred income tax amount under SFAS No. 109 applied to
Mexican FRS balances
    
    
    (747,670
    )
    
    
    (1,799,867
    )Net deferred income tax adjustment required under U.S. GAAP
    
    Ps.
    514,647
    
    
    Ps.
    698,985
  Charge to the provision for deferred income tax
    
    Ps.
    (428,161
    )Initial consolidation of Cablemás
    
    
    (429,380
    )Charge to the stockholders equity
    
    
    (10,318
    )Ps.
    (867,859
    )
  December 31,
    
    
    December 31,2007
    
    
    2008Deferred EPS liability:Current:Inventories
    
    Ps.
    2,047
    
    
    Ps.
    2,047Noncurrent:Property, plant and equipment
    
    
    (110,669
    )
    
    
    (101,101
    )Deferred costs
    
    
    (57,143
    )
    
    
    (55,850
    )Pension plan and seniority premiums
    
    
    33,984
    
    
    
    44,876Other
    
    
    (16,498
    )
    
    
    (19,186
    )Total deferred EPS liability
    
    Ps.
    (148,279
    )
    
    Ps.
    (129,214
    )
  F-53




---



##### Table of Contents







2006
    
    
    2007
    
    
    2008Current:Mexican
    
    Ps.
    95,694
    
    
    Ps.
    3,111,895
    
    
    Ps.
    2,917,021Foreign
    
    
    200,418
    
    
    
    197,265
    
    
    
    169,448296,112
    
    
    
    3,309,160
    
    
    
    3,086,469Deferred:Mexican
    
    
    1,820,616
    
    
    
    124,799
    
    
    
    428,161Foreign
    
    
    3,174
    
    
    
    1,169
    
    
    
    1,823,790
    
    
    
    125,968
    
    
    
    428,161Ps.
    2,119,902
    
    
    Ps.
    3,435,128
    
    
    Ps.
    3,514,630








Mexico
    
    2004 and all following yearsUnited States of America
    
    2005 and all following years for federal
tax examinations, and 2004 and all
following years for state tax
examinationsArgentina
    
    2003 and all following yearsChile
    
    2003 and all following yearsColombia
    
    2007 and all following years, and 2004
and all following years for companies
having a tax lossSwitzerland
    
    2006 and all following years


Effects of inflation accounting on U.S. GAAP adjustments




F-54




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##### Table of Contents





(m) Maintenance Reserve




(n) Minority Interest






Additional disclosure requirements


Presentation in the Financial Statements  Operating Income






Year Ended December 31,2006
    
    
    2007
    
    
    2008Net sales
    
    Ps.
    39,357,699
    
    
    Ps.
    41,561,526
    
    
    Ps.
    47,972,278Cost of providing services (exclusive of
depreciation and amortization)
    
    
    16,512,644
    
    
    
    18,108,061
    
    
    
    21,708,070Selling and administrative expenses
    
    
    5,752,728
    
    
    
    5,826,861
    
    
    
    7,163,629Depreciation and amortization
    
    
    3,024,800
    
    
    
    3,304,581
    
    
    
    4,427,287Income from operations
    
    
    14,067,527
    
    
    
    14,322,023
    
    
    
    14,673,292Integral result of financing, net
    
    
    (2,290,042
    )
    
    
    (250,909
    )
    
    
    (740,584
    )Other expense, net
    
    
    (115,444
    )
    
    
    (693,939
    )
    
    
    (318,778
    )Income before income taxes, minority interest
and equity in earnings or losses of affiliates
    
    
    11,662,041
    
    
    
    13,377,175
    
    
    
    13,613,930Income tax and assets tax  current and deferred
    
    
    (2,119,902
    )
    
    
    (3,435,128
    )
    
    
    (3,514,630
    )Income before minority interest and equity in
earnings or losses of affiliates
    
    
    9,542,139
    
    
    
    9,942,047
    
    
    
    10,099,300Minority interest
    
    
    (609,219
    )
    
    
    (934,295
    )
    
    
    (919,540
    )Equity in losses of affiliates
    
    
    (624,843
    )
    
    
    (774,356
    )
    
    
    (1,049,934
    )Net income
    
    Ps.
    8,308,077
    
    
    Ps.
    8,233,396
    
    
    Ps.
    8,129,826Weighted average common shares outstanding (in
millions)
    
    
    339,776
    
    
    
    333,653
    
    
    
    329,580


Presentation in the financial statements  Earnings per CPO and per share






F-55



---



##### Table of Contents



2006
    
    
    2007
    
    
    2008Series 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
    
    
    6,760,300
    
    
    
    1,246,779
    
    
    
    6,865,699
    
    
    
    1,305,558
    
    
    
    6,673,204
    
    
    
    1,305,066Net income available to common
shareholders
    
    
    6,760,300
    
    
    
    1,246,779
    
    
    
    6,865,699
    
    
    
    1,305,558
    
    
    
    6,673,204
    
    
    
    1,305,066Weighted average number of common
shares outstanding
    
    
    2,451,792
    
    
    
    52,916,036
    
    
    
    2,399,453
    
    
    
    52,916,036
    
    
    
    2,364,642
    
    
    
    52,916,036Basic earnings per share (continuing
operations)
    
    Ps.
    2.76
    
    
    Ps.
    0.02
    
    
    Ps.
    2.86
    
    
    Ps.
    0.02
    
    
    Ps.
    2.82
    
    
    Ps.
    0.02Basic earnings per share (net income)
    
    Ps.
    2.76
    
    
    Ps.
    0.02
    
    
    Ps.
    2.86
    
    
    Ps.
    0.02
    
    
    Ps.
    2.82
    
    
    Ps.
    0.02Diluted EPSDilutive potential shares
    
    
    47,354
    
    
    
    
    
    
    
    40,018
    
    
    
    
    
    
    
    41,675
    
    
    
    Total diluted weighted average common
shares outstanding
    
    
    2,499,146
    
    
    
    52,916,036
    
    
    
    2,439,471
    
    
    
    52,916,036
    
    
    
    2,406,317
    
    
    
    52,916,036Diluted earnings per share (continuing
operations)
    
    Ps.
    2.71
    
    
    Ps.
    0.02
    
    
    Ps.
    2.81
    
    
    Ps.
    0.02
    
    
    Ps.
    2.77
    
    
    Ps.
    0.02Diluted earnings per share (net income)
    
    Ps.
    2.71
    
    
    Ps.
    0.02
    
    
    Ps.
    2.81
    
    
    Ps.
    0.02
    
    
    Ps.
    2.77
    
    
    Ps.
    0.02
 Presentation in the Financial Statements  Consolidated Balance Sheets
  December 31,
    
    
    December 31,2007
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    Ps.
    25,479,541
    
    
    Ps.
    33,583,045Temporary investments
    
    
    1,825,355
    
    
    
    8,321,286Trade notes and accounts receivable, net
    
    
    17,294,674
    
    
    
    18,199,880Other accounts and notes receivable, net
    
    
    2,536,803
    
    
    
    2,231,562Due from affiliated companies
    
    
    195,023
    
    
    
    161,821Transmission rights and programming
    
    
    3,154,681
    
    
    
    3,343,448Inventories
    
    
    833,996
    
    
    
    1,612,024Current deferred taxes
    
    
    2,313,598
    
    
    
    2,598,374Other current assets
    
    
    653,260
    
    
    
    1,105,871Total current assets
    
    
    54,286,931
    
    
    
    71,157,311Non-current assets:Derivative financial instruments
    
    
    53,527
    
    
    
    2,316,560Transmission rights and programming
    
    
    3,737,976
    
    
    
    4,676,006Investments
    
    
    7,322,304
    
    
    
    3,321,107Property, plant and equipment, net
    
    
    25,140,243
    
    
    
    30,177,799Goodwill, net
    
    
    4,952,171
    
    
    
    7,689,647Intangible assets, net
    
    
    3,478,849
    
    
    
    5,073,126Deferred taxes
    
    
    3,906,544
    
    
    
    3,443,548Financial instruments
    
    
    765,777
    
    
    
    Other assets
    
    
    83,745
    
    
    
    111,213Total assets
    
    Ps.
    103,728,067
    
    
    Ps.
    127,966,317
  F-56




---



##### Table of Contents



December 31,
    
    
    December 31,2007
    
    
    2008LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    Ps.
    488,650
    
    
    Ps.
    2,283,175Current portion of satellite transponder
lease obligation
    
    
    97,696
    
    
    
    138,806Trade accounts payable
    
    
    4,457,519
    
    
    
    6,337,436Customer deposits and advances
    
    
    17,145,053
    
    
    
    18,098,643Taxes payable
    
    
    684,497
    
    
    
    830,073Current deferred taxes
    
    
    1,579,727
    
    
    
    1,539,708Accrued interest
    
    
    307,814
    
    
    
    439,777Other accrued liabilities
    
    
    1,815,877
    
    
    
    2,293,806Due from affiliated companies
    
    
    127,191
    
    
    
    88,622Total current liabilities
    
    
    26,704,024
    
    
    
    32,050,046Non-current liabilities:Long-term debt
    
    
    25,307,163
    
    
    
    36,679,889Derivative financial instruments
    
    
    84,413
    
    
    
    604,650Satellite transponder lease obligation
    
    
    1,035,134
    
    
    
    1,172,857Customer deposits and advances
    
    
    2,665,185
    
    
    
    589,369Other long-term liabilities
    
    
    2,500,757
    
    
    
    3,690,776Deferred taxes
    
    
    5,021,717
    
    
    
    5,732,310Pension and seniority premiums
    
    
    174,653
    
    
    
    637,872Total liabilities
    
    
    63,493,046
    
    
    
    81,157,769Commitments and contingenciesMinority interest
    
    
    3,655,162
    
    
    
    5,269,344Total stockholders equity
    
    
    36,579,859
    
    
    
    41,539,204Total liabilities and stockholders equity
    
    Ps.
    103,728,067
    
    
    Ps.
    127,966,317
 Cash flow information
    2006
    
    
    2007
    
    
    2008Operating activities:Net income under U.S. GAAP
    
    Ps.
    8,308,077
    
    
    Ps.
    8,233,396
    
    
    Ps.
    8,129,826Adjustments to reconcile net income to net cash provided by
operating activities:Equity in losses of affiliates
    
    
    624,843
    
    
    
    774,356
    
    
    
    1,049,934Minority interest from continuing operations
    
    
    609,219
    
    
    
    934,295
    
    
    
    919,540Depreciation and amortization
    
    
    3,024,800
    
    
    
    3,304,581
    
    
    
    4,427,287Amortization of deferred debt refinancing
    
    
    (31,396
    )
    
    
    (31,420
    )
    
    
    (31,574
    )Impairment adjustments
    
    
    93,464
    
    
    
    
    
    
    
    182,500Pension plans and seniority premiums
    
    
    76,600
    
    
    
    (23,739
    )
    
    
    5,467Deferred income tax
    
    
    1,823,790
    
    
    
    125,968
    
    
    
    428,161(Gain) loss on disposal of investment
    
    
    (19,556
    )
    
    
    822,671
    
    
    
    Write-down of held-to-maturity debt security
    
    
    
    
    
    
    
    
    
    
    405,111Derivative financial instruments
    
    
    (1,532,111
    )
    
    
    140,398
    
    
    
    (895,734
    )Unrealized foreign exchange gain, net
    
    
    (339,650
    )
    
    
    139,064
    
    
    
    4,981,960Employee stock option plans
    
    
    243,882
    
    
    
    140,517
    
    
    
    222,046Maintenance reserve
    
    
    2,744
    
    
    
    3,949
    
    
    
    18,062(Income) loss from monetary position
    
    
    (58,543
    )
    
    
    542,533
    
    
    
    Changes in operating assets and liabilities:(Increase) decrease in:Trade notes and accounts receivable and customer deposits
and advances, net
    
    
    (1,367,269
    )
    
    
    (1,651,317
    )
    
    
    (1,395,961
    )Inventories
    
    
    (112,827
    )
    
    
    (32,053
    )
    
    
    (375,153
    )Transmission rights, programs and films and production
talent advances
    
    
    495,475
    
    
    
    (1,882,412
    )
    
    
    (1,053,008
    )Other accounts and notes receivable and other current assets
    
    
    (1,152,498
    )
    
    
    (528,894
    )
    
    
    (391,399
    )Increase (decrease) in:Trade accounts payable
    
    
    518,440
    
    
    
    937,012
    
    
    
    1,577,231Other liabilities and taxes payable
    
    
    320,708
    
    
    
    116,801
    
    
    
    1,727,626Pension plan and seniority premiums
    
    
    13,760
    
    
    
    40,833
    
    
    
    (81,314
    )Net cash provided by operating activities
    
    
    11,541,952
    
    
    
    12,106,539
    
    
    
    19,850,608Financing activities:Issuance of Senior Notes due 2037
    
    
    
    
    
    
    4,500,000
    
    
    
    Issuance of Senior Notes due 2012
    
    
    
    
    
    
    2,481,521
    
    
    
    Issuance of Senior Notes due 2018
    
    
    
    
    
    
    
    
    
    
    5,241,650Prepayment of Senior Notes due 2013 (Sky)
    
    
    (3,034,536
    )
    
    
    
    
    
    
    (122,886
    )Repayment of Mexican peso debt
    
    
    
    
    
    
    
    
    
    
    (480,000
    )Satellite transponder lease payments
    
    
    
    
    
    
    
    
    
    
    (97,696
    )Other increase (decrease) in debt
    
    
    3,631,565
    
    
    
    (1,054,007
    )
    
    
    1,231Derivative financial instruments
    
    
    
    
    
    
    
    
    
    
    (346,065
    )Repurchase of capital stock
    
    
    (3,224,515
    )
    
    
    (3,948,331
    )
    
    
    (1,112,568
    )Sale of repurchased shares
    
    
    587,263
    
    
    
    99,771
    
    
    
    Dividends paid
    
    
    (1,161,839
    )
    
    
    (4,506,492
    )
    
    
    (2,229,973
    )Minority interest
    
    
    113,607
    
    
    
    1,032,659
    
    
    
    (332,029
    )Net cash
(used for) provided by financing activities
    
    
    (3,088,455
    )
    
    
    (1,394,879
    )
    
    
    521,664Investing activities:Temporary investments
    
    
    (826,920
    )
    
    
    (915,818
    )
    
    
    (5,208,287
    )Due from affiliated companies, net
    
    
    (894,658
    )
    
    
    262,170
    
    
    
    (89,826
    )Investments
    
    
    (2,829,030
    )
    
    
    (5,184,797
    )
    
    
    (1,982,100
    )Disposition of investments
    
    
    125,172
    
    
    
    437,990
    
    
    
    109,529Disposition of held-to-maturity investments
    
    
    
    
    
    
    
    
    
    
    874,999Investments in property, plant and equipment
    
    
    (2,887,888
    )
    
    
    (2,977,154
    )
    
    
    (5,099,631
    )Proceeds from sale of shares of Univision
    
    
    
    
    
    
    11,821,932
    
    
    
    Acquisitions, net of cash acquired
    
    
    
    
    
    
    (1,975,666
    )
    
    
    Investment in goodwill and other intangible assets
    
    
    (902,707
    )
    
    
    (1,762,332
    )
    
    
    (1,489,174
    )Net cash used for investing activities
    
    
    (8,216,031
    )
    
    
    (293,675
    )
    
    
    (12,884,490
    )Net increase in cash and cash equivalents
    
    
    237,466
    
    
    
    10,417,985
    
    
    
    7,487,782Effect of exchange rate changes on cash and cash equivalents
    
    
    7,228
    
    
    
    22,086
    
    
    
    131,854Net increase in cash and cash equivalents upon acquisitions
    
    
    
    
    
    
    138,261
    
    
    
    483,868Effect of inflation on cash and cash equivalents
    
    
    (616,759
    )
    
    
    (560,136
    )
    
    
    Cash and cash equivalents at beginning of year
    
    
    15,833,410
    
    
    
    15,461,345
    
    
    
    25,479,541Cash and cash equivalents at end of year
    
    Ps.
    15,461,345
    
    
    Ps.
    25,479,541
    
    
    Ps.
    33,583,045
  2006
    
    
    2007
    
    
    2008Interest
    
    Ps.
    1,894,346
    
    
    Ps.
    1,905,621
    
    
    Ps.
    2,529,221Income taxes and/or assets tax
    
    
    1,132,412
    
    
    
    2,955,115
    
    
    
    2,657,525
  F-57




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##### Table of Contents



Supplemental disclosures about non-cash activities:
 2006
    
    
    2007
    
    
    2008Note receivable related to customer deposits
    
    Ps.
    12,406,786
    
    
    Ps.
    14,753,180
    
    
    Ps.
    14,383,384
 Adoption of new accounting principles
 Fair Value Measurements SFAS No. 157
   
    
    Level 1  Unadjusted quoted prices in active markets that are accessible at the measurement date
for identical, unrestricted assets or liabilities;
 
    
    Level 2  Inputs that are observable, either directly or indirectly,
but do not qualify as Level 1 inputs. (i.e., quoted prices for similar
assets or liabilities)
 
    
    Level 3  Prices or valuation techniques that require inputs that are
both significant to the fair value measurement and unobservable (i.e.,
supported by little or no market activity).
    F-58




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##### Table of Contents



Quoted prices in
    
    
    Internal models
    
    
    Internal modelsactive markets for
    
    
    with significant
    
    
    with significantU.S. GAAP Balance
    
    
    identical
    
    
    observable
    
    
    unobservableat December 31,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Temporary investments
    
    Ps.
    8,321,286
    
    
    Ps.
    7,407,689
    
    
    Ps.
    913,597
    
    
    Ps.
    Derivative financial instruments
    
    
    2,363,148
    
    
    
    
    
    
    
    2,363,148
    
    
    
    Total
    
    Ps.
    10,684,434
    
    
    Ps.
    7,407,689
    
    
    Ps.
    3,276,745
    
    
    Ps.
    Liabilities:Derivative financial instruments
    
    Ps.
    604,650
    
    
    Ps.
    
    
    
    Ps.
    604,650
    
    
    Ps.
    Total
    
    Ps.
    604,650
    
    
    Ps.
    
    
    
    Ps.
    604,650
    
    
    Ps.
    
 Temporary
Investments
   Derivative Financial Instruments.
    The Fair Value Option for Financial Assets and Financial Liabilities SFAS No. 159
  FIN 46(R)-8
   F-59




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##### Table of Contents



(In thousands of Mexican Pesos)
    
    Sky
    
    
    TuTvAs of December 31, 2008Current assets
    
    Ps.
    7,324,426
    
    
    Ps.
    117,654Non-current assets
    
    
    3,811,724
    
    
    
    2,214Total Assets
    
    Ps.
    11,136,150
    
    
    Ps.
    119,868Current liabilities
    
    Ps.
    2,584,873
    
    
    Ps.
    44,759Non-current liabilities
    
    
    4,684,520
    
    
    
    Total Liabilities
    
    Ps.
    7,269,393
    
    
    Ps.
    44,759Maximum loss exposure
    
    Ps.
    6,536,920
    
    
    Ps.
    59,934
  Recently issued accounting standards
 Business Combination SFAS 141(R)
   Noncontrolling Interests in Consolidated Financial Statements SFAS 160
  Accounting for Transfers of Financing Transactions FSP FAS 140-3
  Disclosures about Derivatives Instruments and Hedging Activities SFAS No. 161
  Determination of the Useful Life of Intangible Assets FSP 142-3
   The Hierarchy of Generally Accepted Accounting Principles SFAS No. 162
  Accounting for Convertible Debt Instruments That May Be Settled In Cash Upon Conversion
(Including Partial Cash Settlement) FSP APB 14-1
  Disclosures about Transfers of Financial Assets and Interests in Variable Interest
Entities FSP SFAS No. 140-4 and FIN 46(R)-8
   F-60




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##### Table of Contents



Employers Disclosures about Postretirement Benefit Plan Assets FSP FAS 132(R)-1
  Determining Fair Value when the volume and level of activity for the asset or liability have
significantly decreased and identifying transactions that are not orderly FSP SFAS 157-4
  Subsequent Events SFAS 165
  Accounting for Transfers of Financial Assets  an amendment of FASB Statement No. 140 SFAS 166
  Amendments to FASB Interpretation No. 46(R) SFAS 167
   F-61




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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, 2006
    
    Ps.
    11,900
    
    
    Ps.
    
    
    
    Ps.
    (4,932
    )
    
    Ps.
    6,968Year ended December 31, 2007
    
    
    6,968
    
    
    
    15,578
    
    
    
    (3,165
    )
    
    
    19,381Year ended December 31, 2008
    
    
    19,381
    
    
    
    35,678
    
    
    
    (9,519
    )
    
    
    45,540Allowances for doubtful accounts(1):Year ended December 31, 2006
    
    Ps.
    1,304,285
    
    
    Ps.
    592,523
    
    
    Ps.
    (645,213
    )
    
    Ps.
    1,251,595Year ended December 31, 2007
    
    
    1,251,595
    
    
    
    154,955
    
    
    
    (303,684
    )
    
    
    1,102,866Year ended December 31, 2008
    
    
    1,102,866
    
    
    
    637,476
    
    
    
    (427,242
    )
    
    
    1,313,100
 
 (1)
    
    Includes allowances for trade and non-trade doubtful accounts.  F-62




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##### Table of Contents



24. Subsequent Events
       F-63




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Exhibits1.1
    
    
    English translation of Amended and Restated Bylaws (Estatutos Sociales) of the Registrant, dated
as of April 30, 2009.2.11
    
    
    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 20-F) 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 Commision as Exhibit 4.16
to the 2007 20-F and incorporated herein by reference).4.17
    
    
    Credit Agreement, dated as of December 19, 2007, by and among Empresas Cablevisión, S.A.B.
de C.V., JPMorgan Chase Bank, N.A., as administrative agent and J.P. Morgan Securities Inc.,
as sole bookrunner and lead arranger (previously filed with the
Securities and Exchange Commission as Exhibit 4.17 to the 2007
20-F and incorporated herein by reference).8.1
    
    
    List of Subsidiaries of Registrant.12.1
    
    

CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated June 30, 2009.12.2
    
    

CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated June 30, 2009.13.1
    
    

CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated June 30, 2009.13.2
    
    

CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated June 30, 2009.23.1
    
    

Consent of PricewaterhouseCoopers S.C.
  F-64