##### 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, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report
 FOR THE TRANSITION PERIOD FROM  TO
 COMMISSION FILE NUMBER 1-12610
 Grupo Televisa, S.A.B.
  N/A
 United Mexican States
 Av. Vasco de Quiroga No. 2000
Colonia Santa Fe
01210 Mexico, D.F.
Mexico
  Title of each class
    
    Name of each exchange on which registeredA Shares, without par value (A Shares)
    
    New York Stock Exchange (for listing purposes only)B Shares, without par value (B Shares)
    
    New York Stock Exchange (for listing purposes only)L Shares, without par value (L Shares)
    
    New York Stock Exchange (for listing purposes only)Dividend Preferred Shares, without par value (D Shares)
    
    New York Stock Exchange (for listing purposes only)Global Depositary Shares (GDSs), each representing 
five Ordinary Participation Certificates
    
    New York Stock Exchange(Certificados de Participación Ordinarios)(CPOs)CPOs, each representing twenty-five A Shares, twenty-two
    
    New York Stock Exchange (for listing purposes only)B Shares thirty-five L Shares and thirty-five D Shares
 
 
  111,529,976,540  51,580,618,803  82,060,017,146  82,060,017,146
 Yes þ No o
 o þ
 þ o
 o Yes o No
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
  U.S. GAAP o
    
    International Financial Reporting Standards as issued by the International Accounting Standards Board o
    
    Other þ
  o þ
 o þ




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##### 



TABLE OF CONTENTS
 Part IItem 1. Identity of Directors, Senior Management and Advisers
    
    
    3Item 2. Offer Statistics and Expected Timetable
    
    
    3Item 3. Key Information
    
    
    3Selected Financial Data
    
    
    3Dividends
    
    
    6Exchange Rate Information
    
    
    7Risk Factors
    
    
    8Risk Factors Related to Mexico
    
    
    8Forward-Looking Statements
    
    
    18Item 4. Information on the Company
    
    
    19History and Development of the Company
    
    
    19Capital Expenditures
    
    
    20Business Overview
    
    
    21Item 5. Operating and Financial Review and Prospects
    
    
    62Preparation of Financial Statements
    
    
    62Results of Operations
    
    
    63Item 6. Directors, Senior Management and Employees
    
    
    92Item 7. Major Stockholders and Related Party Transactions
    
    
    104The Major Stockholders
    
    
    104Related Party Transactions
    
    
    105Item 8. Financial Information
    
    
    109Item 9. The Offer and Listing
    
    
    109Trading History of CPOs and GDSs
    
    
    109Trading on the Mexican Stock Exchange
    
    
    110Item 10. Additional Information
    
    
    114Mexican Securities Market Law
    
    
    114Bylaws
    
    
    116Enforceability of Civil Liabilities
    
    
    126Material Contracts
    
    
    126Legal Proceedings
    
    
    127Exchange Controls
    
    
    128Taxation
    
    
    128Documents on Display
    
    
    133Item 11. Quantitative and Qualitative Disclosures About Market Risk
    
    
    133Item 12. Description of Securities Other than Equity Securities
    
    
    138Part IIItem 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    138Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    138Item 15. Controls and Procedures
    
    
    138Item 16.A. Audit Committee Financial Expert
    
    
    139Item 16.B. Code of Ethics
    
    
    139Item 16.C. Principal Accountant Fees and Services
    
    
    139Item 16.D. Exemptions from the Listing Standards for Audit Committees
    
    
    140Item 16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    140Item 16.G. Corporate Governance
    
    
    142Part
IIIItem 17. Financial Statements
    
    
    144Item 18. Financial Statements
    
    
    144Item 19. Exhibits
    
    
    144Exhibit 2.15Exhibit 4.19Exhibit 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 31,2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2009(Millions of Pesos or millions of U.S. Dollars)(1)(Mexican GAAP/FRS)Income Statement Data:Net sales
    
    Ps.
    35,068
    
    
    Ps.
    39,358
    
    
    Ps.
    41,562
    
    
    Ps.
    47,972
    
    
    Ps.
    52,353
    
    
    U.S.$
    4,003Operating income
    
    
    11,663
    
    
    
    14,266
    
    
    
    14,481
    
    
    
    15,128
    
    
    
    15,157
    
    
    
    1,159Integral cost of financing, net(2)
    
    
    1,924
    
    
    
    1,141
    
    
    
    410
    
    
    
    831
    
    
    
    2,973
    
    
    
    227Income from continuing operations
    
    
    8,330
    
    
    
    9,519
    
    
    
    9,018
    
    
    
    8,731
    
    
    
    6,583
    
    
    
    503Cumulative effect of accounting change, net
    
    
    (546
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Controlling interest net income
    
    
    6,613
    
    
    
    8,909
    
    
    
    8,082
    
    
    
    7,804
    
    
    
    6,007
    
    
    
    459Income from continuing operations per CPO(3)
    
    
    2.46
    
    
    
    3.07
    
    
    
    2.84
    
    
    
    2.77
    
    
    
    2.14
    
    
    
    Controlling interest net income per CPO(3)
    
    
    2.27
    
    
    
    3.07
    
    
    
    2.84
    
    
    
    2.77
    
    
    
    2.14
    
    
    
    Weighted-average number of shares outstanding (in millions)(3)(4)
    
    
    341,158
    
    
    
    339,776
    
    
    
    333,653
    
    
    
    329,580
    
    
    
    329,304
    
    
    
    Cash dividend per CPO(3)
    
    
    1.49
    
    
    
    0.37
    
    
    
    1.50
    
    
    
    0.75
    
    
    
    3.10
    
    
    
    Shares outstanding (in millions, at year end)(4)
    
    
    339,941
    
    
    
    337,782
    
    
    
    329,960
    
    
    
    328,393
    
    
    
    327,231
    
    
    
    (U.S. GAAP)(5)Income Statement Data:Net sales
    
    Ps.
    35,068
    
    
    Ps.
    39,358
    
    
    Ps.
    41,562
    
    
    Ps.
    47,972
    
    
    Ps.
    52,353
    
    
    U.S.$
    4,003Operating income
    
    
    10,806
    
    
    
    14,068
    
    
    
    14,322
    
    
    
    14,492
    
    
    
    13,008
    
    
    
    994Income from continuing operations
    
    
    8,550
    
    
    
    8,917
    
    
    
    9,167
    
    
    
    9,049
    
    
    
    5,561
    
    
    
    425Consolidated
net income
    
    
    8,550
    
    
    
    8,917
    
    
    
    9,167
    
    
    
    9,049
    
    
    
    5,561
    
    
    
    425Net income attributable to the noncontrolling interest
    
    
    1,182
    
    
    
    609
    
    
    
    934
    
    
    
    919
    
    
    
    575
    
    
    
    44Net income attributable to the controlling interest
    
    
    7,368
    
    
    
    8,308
    
    
    
    8,233
    
    
    
    8,130
    
    
    
    4,986
    
    
    
    381Income from continuing operations per CPO(3)
    
    
    2.44
    
    
    
    2.76
    
    
    
    2.86
    
    
    
    2.82
    
    
    
    1.98
    
    
    
    Net income
attributable to the controlling interest per CPO(3)
    
    
    2.44
    
    
    
    2.76
    
    
    
    2.86
    
    
    
    2.82
    
    
    
    1.98
    
    
    
    Weighted-average number of shares outstanding (in millions)(3)(4)
    
    
    341,158
    
    
    
    339,776
    
    
    
    333,653
    
    
    
    329,580
    
    
    
    329,304
    
    
    
    Shares outstanding (in millions, at year end)(4)
    
    
    339,941
    
    
    
    337,782
    
    
    
    329,960
    
    
    
    328,393
    
    
    
    327,231
    
    
    
    (Mexican GAAP/FRS)Balance Sheet Data (end of year):Cash and temporary investments
    
    Ps.
    15,955
    
    
    Ps.
    16,405
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    U.S.$
    Cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    25,480
    
    
    
    33,583
    
    
    
    29,941
    
    
    
    2,289Temporary investments
    
    
    
    
    
    
    
    
    
    
    1,825
    
    
    
    8,321
    
    
    
    8,902
    
    
    
    681Total assets
    
    
    81,162
    
    
    
    86,186
    
    
    
    98,703
    
    
    
    122,852
    
    
    
    126,568
    
    
    
    9,676Current portion of long-term debt and other notes payable(6)
    
    
    367
    
    
    
    1,023
    
    
    
    489
    
    
    
    2,270
    
    
    
    1,433
    
    
    
    110Long-term debt, net of current portion(7)
    
    
    19,581
    
    
    
    18,464
    
    
    
    25,307
    
    
    
    36,631
    
    
    
    41,983
    
    
    
    3,210Customer deposits and advances
    
    
    19,484
    
    
    
    17,807
    
    
    
    19,810
    
    
    
    18,688
    
    
    
    20,913
    
    
    
    1,599Capital stock issued
    
    
    10,677
    
    
    
    10,507
    
    
    
    10,268
    
    
    
    10,061
    
    
    
    10,020
    
    
    
    766Total stockholders equity (including noncontrolling interest)
    
    
    32,242
    
    
    
    38,015
    
    
    
    40,650
    
    
    
    47,252
    
    
    
    44,472
    
    
    
    3,400(U.S. GAAP)(5)Balance Sheet Data (end of year):Cash and cash equivalents
    
    Ps.
    15,833
    
    
    Ps.
    15,461
    
    
    Ps.
    25,480
    
    
    Ps.
    33,583
    
    
    Ps.
    29,941
    
    
    U.S.$
    2,289Total assets
    
    
    88,724
    
    
    
    91,806
    
    
    
    103,728
    
    
    
    127,966
    
    
    
    131,344
    
    
    
    10,042Current portion of long-term debt and other notes payable(6)
    
    
    367
    
    
    
    1,023
    
    
    
    489
    
    
    
    2,270
    
    
    
    1,433
    
    
    
    110Long-term debt, net of current portion(7)
    
    
    19,581
    
    
    
    18,464
    
    
    
    25,307
    
    
    
    36,631
    
    
    
    41,983
    
    
    
    3,210Controlling interest stockholders equity
    
    
    30,589
    
    
    
    35,799
    
    
    
    36,580
    
    
    
    41,539
    
    
    
    37,357
    
    
    
    2,856Noncontrolling interest stockholders equity
    
    
    965
    
    
    
    1,688
    
    
    
    3,655
    
    
    
    5,269
    
    
    
    6,339
    
    
    
    485Total stockholders equity
    
    
    31,554
    
    
    
    37,487
    
    
    
    40,235
    
    
    
    46,808
    
    
    
    43,696
    
    
    
    3,341(Mexican FRS)Cash Flow Data(15):Net Cash provided by operating activities
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    22,258
    
    
    Ps.
    15,136
    
    
    U.S.$
    1,157Net Cash used in investing activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,884
    )
    
    
    (11,052
    )
    
    
    (845
    )Net Cash used in financing activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,886
    )
    
    
    (7,641
    )
    
    
    (584
    )Increase (decrease) in cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,620
    
    
    
    (3,663
    )
    
    
    (280
    )(U.S. GAAP)(5)Cash Flow Data:Net cash provided by operating activities
    
    
    10,478
    
    
    
    11,542
    
    
    
    12,107
    
    
    
    19,851
    
    
    
    12,328
    
    
    
    942Net cash
(used in) provided by financing activities
    
    
    (9,412
    )
    
    
    (3,088
    )
    
    
    (1,395
    )
    
    
    522
    
    
    
    (4,833
    )
    
    
    (369
    )Net cash
used in investing activities
    
    
    (2,392
    )
    
    
    (8,216
    )
    
    
    (294
    )
    
    
    (12,884
    )
    
    
    (11,052
    )
    
    
    (845
    )(Decrease) increase in cash and cash equivalents
    
    
    (1,326
    )
    
    
    237
    
    
    
    10,418
    
    
    
    7,488
    
    
    
    (3,558
    )
    
    
    (272
    )(Mexican GAAP/FRS)Other Financial Information:Capital expenditures(8)
    
    Ps.
    2,849
    
    
    Ps.
    3,346
    
    
    Ps.
    3,878
    
    
    Ps.
    6,627
    
    
    Ps.
    6,531
    
    
    U.S.$
    499Other Data (unaudited):Average prime time audience share (TV broadcasting)(9)
    
    
    68.5
    %
    
    
    69.5
    %
    
    
    69.0
    %
    
    
    71.2
    %
    
    
    69.8
    %
    
    
    Average prime time rating (TV broadcasting)(9)
    
    
    36.5
    
    
    
    35.5
    
    
    
    33.4
    
    
    
    35.2
    
    
    
    34.8
    
    
    
    Magazine circulation (millions of copies)(10)
    
    
    145
    
    
    
    155
    
    
    
    165
    
    
    
    174
    
    
    
    153
    
    
    
    Number of employees (at year end)
    
    
    15,100
    
    
    
    16,200
    
    
    
    17,800
    
    
    
    22,500
    
    
    
    24,300
    
    
    
    Number of Sky subscribers (in thousands at year end)(11)
    
    
    1,251
    
    
    
    1,430
    
    
    
    1,585
    
    
    
    1,760
    
    
    
    1,960
    
    
    
    Number of Cablevisión RGUs (in thousands at year end)(12)
    
    
    475
    
    
    
    583
    
    
    
    695
    
    
    
    844
    
    
    
    1,016
    
    
    
    Number of Cablemás RGUs (in thousands at year end)(12)(13)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,170
    
    
    
    1,348
    
    
    
    Number of TVI RGUs (in thousands at year end)(12)(14)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    425
    
    
    
    
  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 and Revenue Generating Units, or RGUs.
Amounts in Mexican Pesos for the years ended December 31, 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 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. In April and December 2009, our
stockholders approved the payment of a dividend of Ps. 1.75 and Ps.
1.35 per CPO, respectively.(4)
    
    As of December 31, 2005, 2006, 2007, 2008 and 2009, 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, 2009, for legal purposes, there were approximately 2,424.8 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
U.S. Dollar equivalent amounts set forth in Information on the Company  Capital
Expenditures are translated into Mexican Pesos at the year-end exchange rate for convenience
purposes only. The aggregate amount of capital expenditures in Mexican Pesos does not indicate
the actual amounts accounted for in our consolidated financial statements.(9)
    
    Average prime time audience share for a period refers to the average daily prime time
audience share for all of our networks and stations during that period, and average prime
time rating for a period refers to the average daily rating for all of our networks and
stations during that period, each rating point representing one percent of all television
households. As used in this annual report, prime time in Mexico is 4:00 p.m. to 11:00 p.m.,
seven days a week, and weekday prime time is 7:00 p.m. to 11:00 p.m., Monday through Friday.
Data for all periods reflects the average prime time audience share and ratings nationwide as
published by the Mexican subsidiary of the Brazilian Institute of Statistics and Public
Opinion, or Instituto Brasileño de Opinión Pública y Estadística, or IBOPE. The Mexican
subsidiary of IBOPE is referred to as IBOPE 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 and the Dominican Republic in 2007. The figures set
forth in this line item represent the total number of gross active residential and commercial
subscribers for Innova 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.(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, Cablemás and TVI given that these businesses provide other services in addition to
pay-TV. See Operating and Financial Review and Prospects  Results of Operations  Total
Segment Results  Cable and Telecom and Information on the Company  Business Overview 
Cable and Telecom.(13)
    
    Beginning June 2008, we started to consolidate Cablemás, a significant cable operator in
Mexico, operating in 49 cities.(14)
    
    Beginning October 2009, we started to consolidate TVI, a leading provider of triple-play
services in northern Mexico.(15)
    
    Through December 31, 2007, under Mexican FRS, the changes in financial position for
operating, financing and investing activities, were presented through the statements of
changes in financial position. On January 1, 2008, Mexican FRS NIF B-2, Statement of Cash
Flows became effective on a prospective basis. Therefore, we have included the statement of
cash flows for the years ended December 31, 2008 and 2009. 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, the 2008 and 2009 information is not directly
comparable to the information for the year ended 2007 and prior years. The criteria for
determining net cash provided by, or used in, operating, investing and financing activities
under the new Mexican FRS NIF B-2, Statement of Cash Flows is different from that used in
prior years. 
 Dividends
   6




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##### Table of Contents



Exchange Rate Information
   Period
    
    High
    
    
    Low
    
    
    Average(1)
    
    
    Period End2005
    
    
    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
    
    
    15.3650
    
    
    
    12.5969
    
    
    
    13.4983
    
    
    
    13.06592010
(June 17, 2010)
    
    
    13.1819
    
    
    
    12.1575
    
    
    
    12.6662
    
    
    
    12.5925January
    
    
    13.0098
    
    
    
    12.6478
    
    
    
    12.8019
    
    
    
    13.0098February
    
    
    13.1753
    
    
    
    12.7769
    
    
    
    12.9424
    
    
    
    12.7769March
    
    
    12.7454
    
    
    
    12.3306
    
    
    
    12.5737
    
    
    
    12.3306April
    
    
    12.7259
    
    
    
    12.1575
    
    
    
    12.4019
    
    
    
    12.2626May
    
    
    13.1819
    
    
    
    12.2605
    
    
    
    12.7428
    
    
    
    12.9146June
(through June 17, 2010)
    
    
    12.9288
    
    
    
    12.5878
    
    
    
    12.7572
    
    
    
    12.5925
 (1)
    
    Annual average rates reflect the average of the daily exchange
rate during the relevant period.   7




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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
   8




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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
    9




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##### Table of Contents



High Inflation Rates in Mexico May Decrease Demand for Our Services While Increasing Our Costs
  
    
    inflation can adversely affect consumer purchasing power, thereby adversely affecting
consumer and advertiser demand for our services and products; and
    
    to the extent inflation exceeds our price increases, our prices and revenues will be
adversely affected in real terms.
 High Interest Rates in Mexico Could Increase Our Financing Costs
  Political Events in Mexico Could Affect Mexican Economic Policy and Our Business, Financial
Condition and Results of Operations
 Partido Acción Nacional
  Cámara de Diputados Partido Revolucionario Institucional
 Mexican Antitrust Laws May Limit Our Ability to Expand Through Acquisitions or Joint Ventures
 Ley Federal de Competencia Económica
 Comisión Federal de Competencia
  10




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##### Table of Contents



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
 Instituto Federal Electoral
   11




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##### Table of Contents



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
   13




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##### Table of Contents



Secretaría de Gobernación
  We Face Competition in Each of Our Markets That We Expect Will Intensify
   Acuerdo de Convergencia de Servicios Fijos de Telefonía Local y Televisión
y/o Audio Restringidos que se Proporcionan a Través de Redes Públicas Alámbricas e Inalámbricas
    14




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##### Table of Contents



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
     Televisa Does Not Maintain Complete Control Over the Operations of Innova
   15




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##### Table of Contents



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
  Non-Mexican Holders of Our Securities Have Limited Voting Rights
   16




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##### Table of Contents



Our Antitakeover Protections May Deter Potential Acquirors and May Depress Our Stock Price
  GDS Holders May Face Disadvantages When Attempting to Exercise Voting Rights as Compared to Other
Holders of Our Securities
   The Interests of Our GDS Holders Will Be Diluted if We Issue New Shares and These Holders Are
Unable to Exercise Preemptive Rights for Cash
   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
  
 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;
  18




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##### Table of Contents




    
    statements concerning our current and future plans regarding our investment in Grupo de
Telecomunicaciones de Alta Capacidad, S.A.P.I. de C.V., or GTAC;
    
    statements concerning our current and future plans regarding our gaming business;
    
    statements concerning our current and future plans regarding the fixed telephony
service provided by Empresas Cablevisión, S.A.B. de C.V., or Cablevisión;
    
    statements concerning our transactions with 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 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.
    
 Item 4.
Information on the Company
 
 History and Development of the Company
 sociedad anónima bursátil, Ley General de Sociedades
Mercantiles, (folio mercantil) estatutos sociales,
  19




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##### Table of Contents



Capital Expenditures
  Year Ended December 31,(1)2007
    
    
    2008
    
    
    2009
    
    
    2010(Actual)
    
    
    (Actual)
    
    
    (Actual)
    
    
    (Forecast)(Millions of U.S. Dollars)Capital expenditures(2)
    
    U.S.$
    355.1
    
    
    U.S.$
    478.8
    
    
    U.S.$
    499.3
    
    
    U.S.$
    971.0La Sexta(3)
    
    
    89.9
    
    
    
    63.4
    
    
    
    49.0
    
    
    
    30.8Other acquisitions and investments(4)
    
    
    416.2
    
    
    
    137.0
    
    
    
    10.5
    
    
    
    Total capital expenditures and investments
    
    U.S.$
    861.2
    
    
    U.S.$
    679.2
    
    
    U.S.$
    558.8
    
    
    U.S.$
    1,001.8
 
 (1)
    
    Amounts in respect of some of the capital expenditures, investments
and acquisitions we made in 2007, 2008 and 2009 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. 13.08 to one U.S. Dollar, the Interbank
Rate as of December 31, 2009, and (ii) certain data regarding capital
expenditures set forth under Operating and Financial Review and
Prospects  Results of Operations  Liquidity, Foreign Exchange and
Capital Resources  Capital Expenditures, Acquisitions and
Investments, Distributions and Other Sources of Liquidity.(2)
    
    Reflects capital expenditures for property, plant and equipment, as
well as general capital expenditures, in all periods presented. Also
includes U.S.$78.7 million in 2007, U.S.$183.3 million in 2008 and
U.S.$239.0 million in 2009 for the expansion and improvement of our
Cable and Telecom business; U.S.$122.3 million in 2007, U.S.$114.0
million in 2008 and U.S.$128.8 million in 2009 for the expansion and
improvement of our Sky business and, U.S.$41.4 million in 2007, U.S.$39.6 million in 2008 and U.S.$17.5
million in 2009 for our Gaming business. The forecast amount for 2010
includes an accrual of U.S.$111 million related to our investment in a
new 24-transponder satellite that was launched in the first quarter of
2010, which will be paid in cash in 2011, as well as capital
expenditures in connection with the expansion and growth of our
Telecom and Sky segments. The forecast amount for 2010 does not
include any  amounts to be invested in connection with Grupo de
Telecomunicaciones de Alta Capacidad, S.A.P.I. de C.V. See
  Investments  Grupo de
Telecomunicaciones de Alta Capacidad, S.A.P.I. de C.V. Likewise,
the forecast amount does not include any amounts to be invested in
connection with the Investment and Securities Subscription Agreement
entered into with NII Holdings, Inc., or NII. See  
Developing New Businesses and Expanding Through Acquisitions.(3)
    
    In 2007, 2008 and 2009 we made capital contributions related to our
interest in La Sexta (40% in 2007 and 2008, and 40.5% in 2009) in the
amount of U.S.$89.9 million (65.9 million), U.S.$63.4 million (44.4
million) and U.S.$49 million (35.7 million), respectively.(4)
    
    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; we invested U.S.$25.0 million in Spot Runner,
an advertising company; and made additional capital contributions in
Volaris, the low-cost carrier airline in Mexico, in the amount of
U.S.$12.0 million. In 2009, we made investments in Volaris, for an
aggregate amount of U.S.$5.0 million, and in other companies in which
we hold a noncontrolling interest for an aggregate amount of U.S.$5.5
million.   20




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##### Table of Contents



Business Overview
      Business Strategy
     21




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##### Table of Contents



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.
 Advertising Sales Plan.
  22




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##### Table of Contents



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.
  23




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##### Table of Contents



Pay
Television Networks.
 Cable.
 
    
    continuing to offer high quality programming;
    
    continuing to upgrade its existing cable network into a broadband bidirectional
network;
    
    maintaining its 100% digital service in order to stimulate new subscriptions,
substantially reduce piracy and offer new value-added services;
    
    increasing the penetration of its high-speed and bidirectional internet access and
other multimedia services as well as providing a platform to offer internet protocol, or
IP, and telephony services;
    
    continuing the roll out of 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
   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
     26




---



##### Table of Contents



Comisión
Federal de Telecomunicaciones
 Comisión Federal de Electricidad
  Television
 Television Industry in Mexico
 General.
   27




---



##### Table of Contents



Ratings and Audience Share.
  Programming
 Programming We Produce.
    Foreign-Produced Programming.
 Talent Promotion.
  28




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##### Table of Contents



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
    
    
    
    
    
    
    
    
    
    
    
    13
    
    
    
    28Subtotal
    
    
    4
    
    
    
    199
    
    
    
    2
    
    
    
    
    
    
    
    18
    
    
    
    223Border Stations
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Local (Stations) Affiliates
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    1
    
    
    
    14
    
    
    
    33Total
    
    
    4
    
    
    
    218
    
    
    
    2
    
    
    
    1
    
    
    
    32
    
    
    
    257
   29




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##### Table of Contents



Average Audience Share
January 2007  December 2009(1)
 
 
 (1)
    
    Source: IBOPE Mexico national surveys. Average Ratings
January 2007  December 2009(1)
 
 
 (1)
    
    Source: IBOPE Mexico national surveys.  30




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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 31,2007(1)
    
    
    2008(1)
    
    
    2009(1)Prime time hours
    
    
    29.9
    %
    
    
    34.1
    %
    
    
    33.9
    %Weekday prime time hours
    
    
    33.6
    %
    
    
    38.3
    %
    
    
    36.6
    %Sign-on to sign-off hours
    
    
    29.7
    %
    
    
    32.1
    %
    
    
    31.7
    %
 
 (1)
    
    Source: IBOPE Mexico national surveys.  Channel 5 Network.
   31




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##### Table of Contents



Year Ended December 31,2007(1)
    
    
    2008(1)
    
    

2009(1)Prime time hours
    
    
    18.7
    %
    
    
    18.1
    %
    
    
    18.6
    %Weekday prime time hours
    
    
    16.6
    %
    
    
    16.1
    %
    
    
    17.1
    %Sign-on to sign-off hours
    
    
    20.6
    %
    
    
    19.6
    %
    
    
    20.3
    %
 
 (1)
    
    Source: IBOPE Mexico national surveys.  Channel 4 Network.
   Year Ended December 31,2007(1)
    
    
    2008(1)
    
    
    2009(1)Prime time hours
    
    
    7.3
    %
    
    
    7.2
    %
    
    
    6.2
    %Weekday prime time hours
    
    
    8.1
    %
    
    
    8.4
    %
    
    
    7.5
    %Sign-on to sign-off hours
    
    
    8.6
    %
    
    
    9.0
    %
    
    
    8.3
    %
 
 (1)
    
    Source: IBOPE Mexico national surveys.  Channel 9 Network.
  32




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##### Table of Contents



Year Ended December 31,2007(1)
    
    
    2008(1)
    
    
    2009(1)Prime time hours
    
    
    13.1
    %
    
    
    11.8
    %
    
    
    11.2
    %Weekday prime time hours
    
    
    10.7
    %
    
    
    11.1
    %
    
    
    11.1
    %Sign-on to sign-off hours
    
    
    12.1
    %
    
    
    11.7
    %
    
    
    10.6
    %
 
 (1)
    
    Source: IBOPE Mexico national surveys.  Local Affiliates.
  Border Stations.
 Pay Television Networks.
  33




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##### Table of Contents



Telehit Ritmoson Latino Bandamax De Película De Película
Clásico Unicable Cinema Golden Choice 1 & 2, Cinema Golden Choice Latinoamérica, Canal de
Telenovelas American Network Canal de las Estrellas Latinoamérica, Canal de las Estrellas Europa Canal 2 Delay-2hrs Clasico TV TDN Foro
TV
  Programming Exports.
 Expansion of Programming Reach.
 Publishing
  TV y Novelas Vanidades Caras Eres Conozca Más Furia Musical Banda Onda Grupera Vanidades, TV y Novelas U.S.A. Caras.
 Cosmopolitan Good
Housekeeping Harpers Bazaar, Seventeen Popular Mechanics PC Magazine Maxim Marie Claire Mens Health and Prevention, Womens Health, Runners
World Sport Life Automóvil
Panamericano Muy Interesante Padres e Hijos Disney Princesas Disney Winnie Pooh, Disney
Hadas, Power Rangers Playhouse Disney National Geographic National Geographic Traveler National Geographic Kids OK!
   34




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##### Table of Contents



Poder y Negocios Venezuela Poder y Negocios Perú
 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. ®
 Video-on-Demand and Pay-Per-View Channels.
 Cablevisión Television Revenues.
  35




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##### Table of Contents



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.
  36




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##### Table of Contents



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




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##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



Investments
 OCEN.
  40




---



##### Table of Contents



Mutual Fund Venture.
  Volaris.
 La Sexta.
 
 
 
   41




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##### Table of Contents



  
  Alvafig.
 Grupo de Telecomunicaciones de Alta Capacidad, S.A.P.I. de C.V.
  DTH Joint Ventures
 Background.
   42




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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;
  43




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##### Table of Contents




    
    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.
   Mexico and Central America.
    44




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##### Table of Contents



Programming.
 Univision
    45




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##### Table of Contents



46




---



##### Table of Contents



Competition
  Television Broadcasting
      47




---



##### Table of Contents



Publishing
  Cable and Telecom
     Radio
   Feature Film Production and Distribution
   48




---



##### Table of Contents



DTH Satellite Services
     Gaming Business
  Regulation
  Television
 Mexican Television Regulations
 Concessions.
  49




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##### Table of Contents



Diario Oficial de la Federación
  
    
    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.
     50




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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.
    51




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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
   52




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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.
  53




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##### Table of Contents



Restrictions on Advertising.
 Government Participation.
 Forfeiture of Assets.
 Telecom.
  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.
  54




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##### Table of Contents




    
    the failure to use the concession within 180 days after it was granted;
 
    
    a declaration of bankruptcy of the concessionaire;
 
    
    failure to comply with the obligations or conditions specified in the concession;
 
    
    unlawful assignments of, or encumbrances on, the concession; or
 
    
    failure to pay to the government the required fees.
    Regulation of DTH Satellite Services in Other Countries.
 Mexican Gaming Regulations
 Ley Federal de Juegos y Sorteos Reglamento de la Ley Federal de Juegos y Sorteos
   55




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##### Table of Contents



Mexican Antitrust Law
 Reglamento de la Ley
Federal de Competencia Económica
   
    
    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.
   56




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##### Table of Contents



Mexican Electoral Amendment
     Código Federal de Instituciones y Procedimientos Electorales Tribunal Federal Electoral
   57




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##### Table of Contents



Significant Subsidiaries
  Jurisdiction ofOrganization or
    
    
    PercentageName of Significant Subsidiary
    
    Incorporation
    
    
    Ownership(1)Corporativo Vasco de Quiroga, S.A. de C.V.(2)(3)(4)
    
    Mexico
    
    
    100.0
    %CVQ Espectáculos, S.A. de C.V.(2)(3)
    
    Mexico
    
    
    100.0
    %Editora Factum, S.A. de C.V.(3)(4)
    
    Mexico
    
    
    100.0
    %Empresas Cablevisión, S.A.B de C.V.(3)(5)
    
    Mexico
    
    
    51.0
    %Editorial Televisa, S.A. de C.V.(3)(6)
    
    Mexico
    
    
    100.0
    %Factum Más, S.A. de C.V.(7)(8)
    
    Mexico
    
    
    100.0
    %Sky DTH, S. de R.L. de C.V.(7)
    
    Mexico
    
    
    100.0
    %Innova Holdings, S. de R.L. de C.V.(7)
    
    Mexico
    
    
    58.7
    %Innova, S. de R.L. de C.V. (Innova)(9)
    
    Mexico
    
    
    58.7
    %Grupo Distribuidoras Intermex, S.A. de C.V.(2)(3)(10)
    
    Mexico
    
    
    100.0
    %Grupo Telesistema Mexicano, S.A. de C.V.(11)
    
    Mexico
    
    
    100.0
    %G-Televisa-D, S.A. de C.V.(12)
    
    Mexico
    
    
    100.0
    %Televisa, S.A. de C.V.(13)
    
    Mexico
    
    
    100.0
    %Paxia, S.A. de C.V.(3)(4)(14)
    
    Mexico
    
    
    100.0
    %Sistema Radiópolis, S.A. de C.V.(2)(3)(15)
    
    Mexico
    
    
    50.0
    %Televisa Juegos, S.A. de C.V.(2)(3)(16)
    
    Mexico
    
    
    100.0
    %Televisión Independiente de México, S.A. de C.V.(11)
    
    Mexico
    
    
    100.0
    %
 
 (1)
    
    Percentage of equity owned by us directly or indirectly through subsidiaries or affiliates.(2)
    
    One of five direct subsidiaries through which we conduct the operations of our Other Businesses segment, excluding Internet operations.(3)
    
    While this subsidiary is not a significant subsidiary within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act, we have included this subsidiary in the
table above to provide a more complete description of our operations.(4)
    
    One of three direct subsidiaries through which we own equity interests in and conduct the operations of our Cable and Telecom segment.(5)
    
    One of the indirect subsidiaries through which we conduct the operations of our Cable and Telecom segment.(6)
    
    Direct subsidiary through which we conduct the operations of our Publishing segment.(7)
    
    One of three subsidiaries through which we own our equity interest in Innova.(8)
    
    Direct subsidiary through which we own equity interests in and conduct our Internet business.(9)
    
    Consolidated variable interest entity through which we conduct the operations of our Sky segment. We currently own a 58.7% interest in Innova.(10)
    
    Direct subsidiary through which we conduct the operations of our Publishing Distribution segment.(11)
    
    One of two direct subsidiaries through which we conduct the operations of our Television Broadcasting, Pay Television Networks and Programming Exports segments.(12)
    
    Indirect subsidiary through which we conduct certain operations of our Television Broadcasting segment.(13)
    
    Indirect subsidiary through which we conduct the operations of our Television Broadcasting, Pay Television Networks and Programming Exports segments.(14)
    
    Direct subsidiary through which we maintain 100.00% of the capital stock of Alvafig, a holding company with an interest of 58.3% in Cablemás, a large cable operator in Mexico.(15)
    
    Direct subsidiary through which we conduct the operations of our Radio business.(16)
    
    Direct subsidiary through which we conduct the operations of our Gaming business.  58




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##### Table of Contents



Property, Plant and Equipment
 Broadcasting, Office and Production Facilities.
   Number ofOperations
    
    Properties
    
    LocationTelevision and news activitiesOwned properties
    
    2
    
    San Diego, California(1)Leased properties
    
    4
    
    Buenos Aires, Argentina(1)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)
  59




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##### Table of Contents



Number ofOperations
    
    Properties
    
    LocationPublishing distribution and
other activitiesOwned properties
    
    2
    
    Lima, Peru(1)Guayaquil, Ecuador(1)Leased properties
    
    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(2)Dallas, Texas (2)Laredo, Texas (1)McAllen, Texas (1)Mission, Texas (1)
  60




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Satellites.
         61




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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
    62




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Results of Operations
  Year Ended December 31,(1)2007
    
    
    2008
    
    
    2009Segment Net SalesTelevision Broadcasting
    
    
    49.7
    %
    
    
    43.7
    %
    
    
    40.3
    %Pay Television Networks
    
    
    4.3
    
    
    
    4.5
    
    
    
    5.1Programming Exports
    
    
    5.3
    
    
    
    5.0
    
    
    
    5.3Publishing
    
    
    7.8
    
    
    
    7.5
    
    
    
    6.3Sky
    
    
    19.7
    
    
    
    18.7
    
    
    
    18.7Cable and Telecom
    
    
    6.1
    
    
    
    13.5
    
    
    
    17.3Other Businesses
    
    
    7.1
    
    
    
    7.1
    
    
    
    7.0Total Segment Net Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Intersegment Operations
    
    
    (2.6
    )
    
    
    (2.3
    )
    
    
    (2.2
    )Total Consolidated Net Sales
    
    
    97.4
    %
    
    
    97.7
    %
    
    
    97.8
    %Net SalesCost of Sales(2)
    
    
    43.6
    %
    
    
    44.9
    %
    
    
    45.4
    %Selling Expenses(2)
    
    
    7.9
    
    
    
    8.2
    
    
    
    8.9Administrative Expenses(2)
    
    
    5.9
    
    
    
    6.4
    
    
    
    7.3Depreciation and Amortization
    
    
    7.8
    
    
    
    9.0
    
    
    
    9.4Consolidated Operating Income
    
    
    34.8
    
    
    
    31.5
    
    
    
    29.0Total 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.  63




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##### Table of Contents



Summary of Business Segment Results
  Year Ended December 31,(1)2007
    
    
    2008
    
    
    2009(Millions of Pesos)Segment Net SalesTelevision Broadcasting
    
    Ps.
    21,213.2
    
    
    Ps.
    21,460.7
    
    
    Ps.
    21,561.6Pay Television Networks
    
    
    1,852.0
    
    
    
    2,212.5
    
    
    
    2,736.6Programming Exports
    
    
    2,262.1
    
    
    
    2,437.2
    
    
    
    2,845.9Publishing
    
    
    3,311.9
    
    
    
    3,700.4
    
    
    
    3,356.1Sky
    
    
    8,402.2
    
    
    
    9,162.2
    
    
    
    10,005.2Cable and Telecom
    
    
    2,611.6
    
    
    
    6,623.4
    
    
    
    9,241.8Other Businesses
    
    
    3,039.6
    
    
    
    3,498.5
    
    
    
    3,771.4Total Segment Net Sales
    
    
    42,692.6
    
    
    
    49,094.9
    
    
    
    53,518.6Intersegment Operations
    
    
    (1,131.1
    )
    
    
    (1,122.6
    )
    
    
    (1,166.1
    )Total Consolidated Net Sales
    
    Ps.
    41,561.5
    
    
    Ps.
    47,972.3
    
    
    Ps.
    52,352.5Operating Segment Income (Loss)Television Broadcasting
    
    Ps.
    10,518.1
    
    
    Ps.
    10,504.9
    
    
    Ps.
    10,323.9Pay Television Networks
    
    
    1,150.2
    
    
    
    1,378.2
    
    
    
    1,660.4Programming Exports
    
    
    1,032.0
    
    
    
    1,076.8
    
    
    
    1,437.2Publishing
    
    
    624.4
    
    
    
    648.6
    
    
    
    190.7Sky
    
    
    4,037.9
    
    
    
    4,416.8
    
    
    
    4,478.8Cable and Telecom
    
    
    947.2
    
    
    
    2,134.8
    
    
    
    2,971.9Other Businesses
    
    
    (237.5
    )
    
    
    (242.9
    )
    
    
    (318.2
    )Total Operating Segment Income(2)
    
    
    18,072.3
    
    
    
    19,917.2
    
    
    
    20,744.7Corporate Expenses(2)
    
    
    (368.3
    )
    
    
    (478.3
    )
    
    
    (658.2
    )Depreciation and Amortization
    
    
    (3,223.1
    )
    
    
    (4,311.1
    )
    
    
    (4,929.6
    )Total Consolidated Operating Income(3)
    
    Ps.
    14,480.9
    
    
    Ps.
    15,127.8
    
    
    Ps.
    15,156.9
 
 (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 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.  64




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##### Table of Contents



Seasonality
  Results of Operations for the Year Ended December 31, 2009
Compared to the Year Ended December 31, 2008
 Total Segment Results
 Net Sales
  Cost of Sales
  Selling Expenses
  Administrative Expenses
   65




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##### Table of Contents



Television Broadcasting
  Hasta que el Dinero nos Separe Mañana es Para Siempre
  Advertising Rates and Sales
      66




---



##### Table of Contents



Pay Television Networks
    Programming Exports
    Publishing
    67




---



##### Table of Contents



Sky
    Cable and Telecom
     68




---



##### Table of Contents



Cablevisión
    
    
    Cablemás
    
    
    TVIVideo
    
    
    632,061
    
    
    
    912,825
    
    
    
    237,062Broadband
    
    
    250,550
    
    
    
    289,006
    
    
    
    112,105Voice
    
    
    133,829
    
    
    
    146,406
    
    
    
    75,779RGUs
    
    
    1,016,440
    
    
    
    1,348,237
    
    
    
    424,946
 Other Businesses
    Depreciation and Amortization
  Non-operating Results
 Other Expense, Net
   69




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##### Table of Contents



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
   Income Taxes
     Impuesto
Empresarial a Tasa Única IETU
  70




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##### Table of Contents



Noncontrolling Interest Net Income
   Controlling Interest Net Income
  
    
    a Ps.812.8 million increase in other expense, net; and
 
    
    a Ps.2,142.4 million increase in integral cost of financing, net.
  
    
    a Ps.29.1 million increase in operating income;
 
    
    a Ps.334.6 million decrease in equity in earnings of affiliates, net;
 
    
    a Ps.443.5 million decrease in income taxes; and
 
    
    a Ps.351.4 million decrease in noncontrolling interest net income.
 Results of Operations for the Year Ended December 31, 2008
Compared to the Year Ended December 31, 2007
 Total Segment Results
 Net Sales
   71




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##### Table of Contents



Cost of Sales
  Selling Expenses
  Administrative Expenses
  Television Broadcasting
   Pay Television Networks
    72




---



##### Table of Contents



Programming Exports
   Publishing
   Sky
   Cable and Telecom
    73




---



##### Table of Contents



Cablevisión
    
    
    CablemásVideo
    
    
    590,690
    
    
    
    851,172Broadband
    
    
    199,731
    
    
    
    242,708Voice
    
    
    54,068
    
    
    
    76,112RGUs
    
    
    844,489
    
    
    
    1,169,992
 Other Businesses
   Depreciation and Amortization
  Non-operating Results
 Other Expense, Net
   74




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##### Table of Contents



Integral Cost of Financing
  Equity in Losses of Affiliates, Net
  Income Taxes
   Noncontrolling Interest Net Income
   Controlling 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.
  75




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##### Table of Contents



Effects of Devaluation and Inflation
  
    
    the percentage that the Peso devalued or appreciated against the U.S. Dollar;
 
    
    the Mexican inflation rate;
 
    
    the U.S. inflation rate; and
 
    
    the percentage change in Mexican GDP compared to the prior period.
 Year Ended December 31,2007
    
    
    2008
    
    
    2009Devaluation (appreciation) of the Peso as compared to the U.S. Dollar(1)
    
    
    1.1
    %
    
    
    26.7
    %
    
    
    (5.5
    %)Mexican inflation rate(2)
    
    
    3.8
    
    
    
    6.5
    
    
    
    3.8U.S. inflation rate
    
    
    4.1
    
    
    
    0.1
    
    
    
    2.7Increase (decrease) in Mexican GDP(3)
    
    
    3.3
    
    
    
    1.5
    
    
    
    (6.5
    )
 
 (1)
    
    Based on changes in the Interbank Rates, as reported by Banamex, at
the end of each period, which were as follows: 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; and Ps.13.08 per U.S. Dollar as of December 31, 2009(2)
    
    Based on changes in the NCPI from the previous period, as reported by
the Mexican Central Bank, which were as follows:  121.0
in 2006; 125.6 in 2007; 133.8 in 2008; and 138.5 in 2009.(3)
    
    As reported by the Instituto Nacional de Estadística, Geografía e
Informática, or INEGI, and, in the case of GDP information for 2009 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 2007, 2008 and 2009:
 Year Ended December 31,2007
    
    
    2008
    
    
    2009(Millions of U.S. Dollars)Revenues
    
    U.S.$
    570
    
    
    U.S.$
    683
    
    
    U.S.$
    716Operating costs and expenses
    
    
    615
    
    
    
    685
    
    
    
    659
  76




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##### Table of Contents




    
    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.
  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
    77




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Recently Issued Mexican Financial Reporting Standards
 Consejo Mexicano para la Investigación y Desarrollo de Normas de Información
Financiera
 Normas de Información Financiera Interpretación de Normas de Información financiera
   78




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79




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##### Table of Contents



Critical Accounting Policies
  Accounting for Programming.
   Equity Investments.
    80




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##### Table of Contents



Goodwill and Other Indefinite-lived Intangible Assets.
      Long-lived Assets.
 Deferred Income Taxes.
  81




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##### Table of Contents



Financial
Assets and Liabilities Measured at Fair Value.
  82




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##### Table of Contents



Financial assets and liabilities measured at fair value as of December 31, 2009:
 Quoted Prices in
    
    
    Internal Models
    
    
    Internal ModelsBalance as of
    
    
    Active Markets
    
    
    with Significant
    
    
    with SignificantDecember 31,
    
    
    for Identical
    
    
    Observable
    
    
    Unobservable2009
    
    
    Assets (Level 1)
    
    
    Inputs (Level 2)
    
    
    Inputs (Level 3)Assets:Temporary investments
    
    Ps.
    8,902,346
    
    
    Ps.
    5,394,502
    
    
    Ps.
    3,507,844
    
    
    Ps.
    Available-for-sale investments
    
    
    2,826,457
    
    
    
    
    
    
    
    2,826,457
    
    
    
    Derivative financial instruments
    
    
    1,545,396
    
    
    
    
    
    
    
    1,545,396
    
    
    
    Pension and seniority premiums
plan assets
    
    
    1,749,629
    
    
    
    1,724,629
    
    
    
    25,000
    
    
    
    Total
    
    Ps.
    15,023,828
    
    
    Ps.
    7,119,131
    
    
    Ps.
    7,904,697
    
    
    Ps.
    Liabilities:Derivative financial instruments
    
    Ps.
    523,628
    
    
    Ps.
    
    
    
    Ps.
    523,628
    
    
    Ps.
    Total
    
    Ps.
    523,628
    
    
    Ps.
    
    
    
    Ps.
    523,628
    
    
    Ps.
    
 Temporary Investments.
   Available-for-Sale Investments .
    83




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##### Table of Contents



Derivative Financial Instruments.
   Pension and Seniority Premiums Plan Assets .
    Liquidity, Foreign Exchange and Capital Resources
 Liquidity.
       84




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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.
  85




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##### Table of Contents



Capital Expenditures, Acquisitions and Investments, Distributions and Other Sources of Liquidity.
  
    
    make aggregate capital expenditures for property, plant and equipment totaling U.S.$971
million, of which U.S.$339 million and U.S.$461 million (which includes U.S.$111 million
that will be paid in 2011) are for the expansion and improvements of our Cable and Telecom
and Sky segments, respectively, and the remaining U.S.$171 million is for our Television
Broadcasting segment and other segments; and
 
    
    make investments related to our 40.5% interest in La Sexta for an aggregate amount of
21.5 million (U.S.$30.8 million).
   
    
    made aggregate capital expenditures totaling U.S.$499.3 million, of which U.S.$239
million, U.S.$128.8 million and U.S.$17.5 million correspond to our Cable and Telecom, Sky
and Gaming businesses, respectively, and U.S.$114 million to our Television Broadcasting
and other businesses;
 
    
    made investments related to our 40.5% interest in La Sexta for an aggregate amount of
35.7 million (U.S.$ 49 million);
 
    
    made investments in Volaris, for an aggregate amount of U.S.$5 million, and in other
companies in which we hold a noncontrolling interest for an aggregate amount of U.S.$5.5
million.
  
    
    made aggregate capital expenditures totaling U.S.$478.8 million, of which U.S.$183.3
million, and U.S.$114 million correspond to our Cable and Telecom and Sky segments,
respectively, U.S.$39.6 million to our Gaming business, and U.S.$141.9 million to our
Television Broadcasting segment and other businesses;
 
    
    made investments related to our 40% interest in La Sexta in the aggregate amount of
44.4 million (U.S.$63.4 million) and in our equity interest in Cablemás in the amount
of U.S.$100 million; and.
 
    
    made investments in Volaris in the amount of U.S.$12 million, and in Spot Runner in the
amount of U.S.$25 million.
 Refinancings.
      86




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##### Table of Contents



Indebtedness.
 Debt Outstanding(1)December 31,2009
    
    
    Interest
    
    
    
    
    MaturityDescription of Debt
    
    Actual
    
    
    Rate(2)
    
    
    Denomination
    
    of DebtLong-term debt8% Senior Notes(2)
    
    
    941.1
    
    
    
    8.0
    %
    
    U.S. Dollars
    
    
    20116% Senior Notes(2)
    
    
    6,540.0
    
    
    
    6.0
    %
    
    U.S. Dollars
    
    
    20188.5% Senior Notes(2)
    
    
    3,924.0
    
    
    
    8.5
    %
    
    U.S. Dollars
    
    
    20326.625% Senior Notes(2)
    
    
    7,848.0
    
    
    
    6.625
    %
    
    U.S. Dollars
    
    
    20258.49% Senior Notes(2)
    
    
    4,500.0
    
    
    
    8.49
    %
    
    Pesos
    
    
    20376.625% Senior Notes(2)
    
    
    7,848.0
    
    
    
    6.625
    %
    
    U.S. Dollars
    
    
    20409.375% Senior Notes(3)
    
    
    2,285.1
    
    
    
    9.375
    %
    
    U.S. Dollars
    
    
    2015JPMorgan Chase Bank, N.A. loan(4)
    
    
    2,943.0
    
    
    
    0.775
    %
    
    U.S. Dollars
    
    
    2012JPMorgan Chase Bank, N.A. loan(4)
    
    
    654.0
    
    
    
    0.850
    %
    
    U.S. Dollars
    
    
    2012Inbursa, S.A. loan (5)
    
    
    2,000.0
    
    
    
    10.35
    %
    
    Pesos
    
    2010 and 2012Santander Serfin loan (6)
    
    
    1,400.0
    
    
    
    5.15
    %
    
    Pesos
    
    
    2016Banamex loan (6)
    
    
    2,100.0
    
    
    
    8.74
    %
    
    Pesos
    
    
    2016Banco Mercantil del Norte loan (7)
    
    
    350.0
    
    
    
    6.71
    %
    
    Pesos
    
    
    2010Banamex loan (7)
    
    
    50.0
    
    
    
    7.27
    %
    
    Pesos
    
    
    2010Other debt
    
    
    33.0
    
    
    
    2.00
    %
    
    U.S. Dollars
    
    
    2010Total debt (including current maturities)
    
    
    43,416.2
    
    
    
    
    
    
    
    
    
    15.5
    (8)Less: current maturities
    
    
    1,433.0
    
    
    
    
    
    
    Various
    
    December 2010Total long-term debt
    
    
    41,983.2
 (1)
    
    U.S. Dollar-denominated debt is translated into Pesos at an exchange rate
of Ps.13.08 per U.S. Dollar, the Interbank Rate, as reported by Banamex,
as of December 31, 2009.(2)
    
    These Senior Notes due 2011, 2018, 2025, 2032, 2037 and 2040, in the
outstanding principal amount of U.S.$72 million, U.S.$500 million,
U.S.$600 million, U.S.$300 million, Ps.4,500,000 and U.S.$600 million,
respectively, are unsecured obligations of the Company, rank equally in
right of payment with all existing and future unsecured and
unsubordinated indebtedness of the Company, and are junior in right of
payment to all of the existing and future liabilities of the Companys
subsidiaries. Interest on the Senior Notes due 2011, 2018, 2025, 2032,
2037 and 2040, including additional amounts payable in respect of certain
Mexican withholding taxes, is 8.41%, 6.31%, 6.97%, 8.94%, 8.93% and 6.97%
per annum, respectively, and is payable semi-annually. These Senior Notes
may not be redeemed prior to maturity, except (i) in the event of certain
changes in law affecting the Mexican withholding tax treatment of certain
payments on the securities, in which case the securities will be
redeemable, as a whole but not in part, at the option of the Company; and
(ii) in the event of a change of control, in which case the Company may
be required to redeem the securities at 101% of their principal amount.
Also, the Company may, at its own option, redeem the Senior Notes due
2018, 2025, 2037 and 2040, in whole or in part, at any time at a
redemption price equal to the greater of the principal amount of these
Senior Notes or the present value of future cash flows, at the redemption
date, of principal and interest amounts of the Senior Notes discounted at
a fixed rate of comparable U.S. or Mexican sovereign bonds. The Senior
Notes due 2011, 2018, 2032 and 2040 were priced at 98.793%, 99.280%,
99.431% and 98.319%, respectively, for a yield to maturity of 8.179%,
6.097%, 8.553% and 6.755%, respectively. The Senior Notes due 2025 were
issued in two aggregate principal amounts of U.S.$400 million and
U.S.$200 million, and were priced at 98.081% and 98.632%, respectively,
for a yield to maturity of 6.802% and 6.787%, respectively. The agreement
of these Senior Notes contains covenants that limit the ability of the
Company and certain restricted subsidiaries engaged in Television
Broadcasting, Pay Television Networks and Programming Exports, to incur
or assume liens, perform sale and leaseback transactions, and consummate
certain mergers, consolidations and similar transactions. The Senior
Notes due 2011, 2018, 2025, 2032, 2037 and 2040 are registered with the
U.S. Securities and Exchange Commission.  87




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##### Table of Contents



(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,
before November 15, 2010, at the principal amount plus a premium plus accrued and unpaid interest, and on or after 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, 2009, 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)
    
    In connection with certain credit agreement entered into by the Company
with a Mexican bank, with maturities from 2010 through 2012. Interest on
this loan is 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.(6)
    
    Long-term loans entered into by Sky with Mexican banks in the aggregate
principal amount of Ps.3,500,000 with a maturity in 2016. This Sky
long-term indebtedness is guaranteed by the Company 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% through March and
April 2009, respectively, and the Mexican Interbank Interest Rate or
TIIE plus 24 basis points for the remaining period through maturity.
Interest on these two long-term loans is payable on a monthly basis.
Under the terms of these loan agreements, Sky is required to maintain (a)
certain financial coverage ratios related to indebtedness and interest
expense; and (b) certain restrictive covenants on indebtedness, liens,
asset sales, and certain mergers and consolidations.(7)
    
    Includes short term debt of current portion of long term debt with
Mexican banks for TVIs incorporation, bearing annual interest rates of
8.35% and the Mexican Interbank Interest Rate plus 1.50% and 2.20%, payable on a monthly basis.(8)
    
    Actual weighted average
maturity of long-term debt as of December 31, 2009.  88




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##### Table of Contents



Interest Expense.
  Year Ended December 31,(1)(2)2007
    
    
    2008
    
    
    2009Interest payable in U.S. Dollars
    
    U.S.$
    87.2
    
    
    U.S.$
    124.4
    
    
    U.S.$
    125.8Amounts currently payable under
Mexican withholding taxes(3)
    
    
    3.7
    
    
    
    4.6
    
    
    
    5.5Total interest payable in U.S. Dollars
    
    U.S.$
    90.9
    
    
    U.S.$
    129.0
    
    
    U.S.$
    131.3Peso equivalent of interest payable in
U.S. Dollars
    
    Ps.
    1,014.4
    
    
    Ps.
    1,432.7
    
    
    Ps.
    1,788.7Interest payable in Pesos
    
    
    1,149.6
    
    
    
    1,383.7
    
    
    
    1,347.7Restatement of UDI-denominated Notes Due 2007
    
    
    13.0
    
    
    
    
    
    
    
    Total interest expense
    
    Ps.
    2,177.0
    
    
    Ps.
    2,816.4
    
    
    Ps.
    3,136.4
 
 (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, 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. Guarantees.
  Contractual Obligations and Commercial Commitments
   89




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##### Table of Contents



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 Months2010 to
    
    
    2011 to
    
    
    2013 to
    
    
    Subsequent toDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,Total
    
    
    2010
    
    
    2012
    
    
    2014
    
    
    2014(Thousands of U.S. Dollars)8% Senior Notes due 2011
    
    U.S.$
    71,951
    
    
    U.S.$
    
    
    
    U.S.$
    71,951
    
    
    U.S.$
    
    
    
    U.S.$
    6.0% Senior Notes due 2018
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500,0006.625% Senior Notes due 2025
    
    
    600,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600,0008.5% Senior Notes due 2032
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,0008.49% Senior Notes due 2037
    
    
    344,037
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    344,0376.625% Senior Notes due 2040
    
    
    600,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600,0009.375% Senior Notes due 2015
    
    
    174,700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    174,700Inbursa loan due 2010 and 2012
    
    
    152,905
    
    
    
    76,453
    
    
    
    76,452JPMorgan Chase Bank, N.A. loan
facility due 2012
    
    
    225,000
    
    
    
    
    
    
    
    225,000JPMorgan Chase Bank, N.A. loan
facility due 2012
    
    
    50,000
    
    
    
    
    
    
    
    50,000Santander Serfin loan due 2016
    
    
    107,034
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    107,034Banamex loan due 2016
    
    
    160,550
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    160,550Banco Mercantil del Norte loan
due 2010
    
    
    26,758
    
    
    
    26,758Banamex loan due 2010
    
    
    3,823
    
    
    
    3,823Other debt
    
    
    2,524
    
    
    
    2,524Long-term debt
    
    
    3,319,282
    
    
    
    109,558
    
    
    
    423,403
    
    
    
    
    
    
    
    2,786,321Accrued Interest
    
    
    35,521
    
    
    
    35,521Satellite transponder obligation
    
    
    84,744
    
    
    
    11,246
    
    
    
    12,609
    
    
    
    14,138
    
    
    
    46,751Other capital lease obligations
    
    
    22,422
    
    
    
    6,742
    
    
    
    8,703
    
    
    
    3,430
    
    
    
    3,547Transmission rights(1)
    
    
    280,739
    
    
    
    61,791
    
    
    
    119,801
    
    
    
    78,147
    
    
    
    21,000Total contractual obligations
    
    U.S.$
    3,742,708
    
    
    U.S.$
    224,858
    
    
    U.S.$
    564,516
    
    
    U.S.$
    95,715
    
    
    U.S.$
    2,857,619
 
 (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.  90




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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,
    
    
    Months2010 to
    
    
    2011 to
    
    
    2013 to
    
    
    Subsequent toDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,Total
    
    
    2010
    
    
    2012
    
    
    2014
    
    
    2014(Thousands of U.S. Dollars)Satellite transponder commitments(1)
    
    U.S.$
    35,935
    
    
    U.S.$
    11,026
    
    
    U.S.$
    15,923
    
    
    U.S.$
    5,520
    
    
    U.S.$
    3,466Agreement with Intelsat Corporation(2)
    
    
    148,350
    
    
    
    29,050
    
    
    
    114,500
    
    
    
    3,600
    
    
    
    1,200Capital expenditures commitments(3)
    
    
    24,590
    
    
    
    24,590
    
    
    
    
    
    
    
    
    
    
    
    Lease commitments(4)
    
    
    54,841
    
    
    
    15,960
    
    
    
    22,911
    
    
    
    4,158
    
    
    
    11,812Interest on debt(5)
    
    
    3,639,260
    
    
    
    185,559
    
    
    
    419,057
    
    
    
    400,263
    
    
    
    2,634,381Interest on capital lease obligations
    
    
    36,887
    
    
    
    10,345
    
    
    
    16,053
    
    
    
    8,288
    
    
    
    2,201Programming obligation
    
    
    45,106
    
    
    
    29,345
    
    
    
    14,365
    
    
    
    1,396
    
    
    
    Committed capital contributions to
La Sexta (6)
    
    
    30,812
    
    
    
    30,812
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    U.S.$
    4,015,781
    
    
    U.S.$
    336,687
    
    
    U.S.$
    602,809
    
    
    U.S.$
    423,225
    
    
    U.S.$
    2,653,060
 
 (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 (IS-16). The IS-16 was launched in the first quarter of 2010.
See Note 11 to our year-end financial statements.(3)
    
    Our commitments for capital expenditures include U.S.$12,222, 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, 2009, was
estimated based on contractual interest rates and exchange rates as of that date.(6)
    
    We have commitments of capital contributions in 2010, subject to certain conditions, related
to our 40.5% equity interest in La Sexta in the aggregate amount of 21.5 million
(U.S.$30,812).  91




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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
    
    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
    
    April 1997Pedro Carlos Aspe Armella
(07/07/50)
    
    Co-Chairman of Evercore
    
    Member of the Board of
The McGraw-Hill
Companies and
Chairman of the Board
of Volaris Airline
    
    April 2003Alberto Bailléres González
(08/22/31)
    
    Chairman of the Boards
of Grupo Bal,
Industrias Peñoles,
Fresnillo PLC, Grupo
Palacio de Hierro,
Grupo Nacional
Provincial and Grupo
Profuturo, Director of
Valores Mexicanos
Casa de Bolsa,
Chairman of the
Government Board of
Instituto Tecnológico
Autonomo de México and
Associate Founder
Fundación Alberto
Bailleres
    
    Chairman of the Boards
of Grupo Dine, Grupo
Kuo, Grupo Financiero
BBVA Bancomer and
Fomento Económico
Mexicano
    
    April 2004Julio Barba Hurtado
(05/20/33)
    
    Legal Advisor to
the Company, Secretary of the Audit
& Corporate Practices
Committee and Member
of the Executive
Committee of the Company
    
    Former Legal Advisor to the Board of the Company
and Former Assistant Secretary of the Board of the Company
    
    December 1990José Antonio Bastón Patiño
(04/13/68)
    
    President of
Television and
Contents and Member of
the Executive
Committee of Grupo
Televisa
    
    Former Corporate Vice
President of
Television and Vice
President of
Operations of Grupo
Televisa
    
    April 1998
  92




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##### Table of Contents



Name and Date of Birth
    
    Principal Occupation
    
    Business Experience
    
    First ElectedFrancisco José Chévez Robelo
(07/03/29)
    
    Retired Partner of
Chévez, Ruíz,
Zamarripa y Cía.,
S.C., Chairman of the
Audit and Corporate
Practices Committee of
Grupo Televisa and
Member of the Board of
Diretors and Chairman
of the Audit and
Corporate Practices
Committee of Empresas
Cablevisión
    
    Retired Partner of
Chévez, Ruíz,
Zamarripa y Cía.,
S.C. and Member of
Board of Directors and
Chairman of the Audit
and Corporate
Practices Committee of
Empresas Cablevisión
    
    April 2003Manuel Jorge Cutillas Covani
(03/01/32)
    
    Private Investor
    
    Member of the Board of
Directors of Lyford
Cay Foundation
    
    April 1992José Antonio Fernández Carbajal 
(02/15/54)
    
    Chairman of the Board
and Chief Executive
Officer of Fomento
Económico Mexicano  and
Chairman of the Board
of  Coca-Cola FEMSA
    
    Vice-Chairman of the
Board of Directors of
ITESM, Vice-Chairman
of the Supervisory
Board of Heineken
N.V., Chairman of the
Advisory Board of the
Woodrow Wilson Center,
México Institute Co.
and Member of the
Board of Directors of
Grupo Financiero BBVA
Bancomer, Industrias
Peñoles, Grupo
Industrial Bimbo,
Concesionaria Vuela
Compañía de Aviación,
Grupo Xignux, CEMEX
and Heineken Holding
N.V.
    
    April 2007Carlos Fernández González
(09/29/66)
    
    Chief Executive
Officer and Chairman
of the Board of Grupo
Modelo, Member of the
Board and Partner of
Fnaccess México,
Partner and Chief
Executive Officer of
Tendora San Carlos
    
    Member of the Boards
of Emerson Electric
Co, Grupo Financiero,
Santander and Crown
Imports, LLC
    
    July 2000Bernardo Gómez Martínez
(07/24/67)
    
    Executive Vice
President, Member of
the Executive Office
of the Chairman and
Member of the
Executive Committee of
Grupo Televisa
    
    Former 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
    
    Member of the Boards
of Grupo Alfa, Grupo
México, Investment
Company of America and
Mexico Fund
    
    April 1997Roberto Hernández Ramírez
(03/24/42)
    
    Chairman of the Board
of Banco Nacional de
México
    
    Member of the Board
of Grupo Financiero
Banamex
    
    April 1992
  93




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##### Table of Contents



Name and Date of Birth
    
    Principal Occupation
    
    Business Experience
    
    First ElectedEnrique Krauze Kleinbort
(09/17/47)
    
    Director and Member of
the Boards of
Editorial Clío Libros,
y Videos and of
Editorial Vuelta
    
    Member and Chairman of
the Boards of Quadrant
and President of the
Board of Directors of
Productora Contadero
    
    April 1996Germán Larrea Mota Velasco
(10/26/53)
    
    Chairman of the Board
and Chief Executive
Officer of Grupo
México
    
    Member of the Board of
Financiero Banamex
    
    April 1999Michael Larson (10/07/59)
    
    Chief Investment
Officer of William H.
Gates III
    
    Chairman of Western
Asset Claymore
Inflation Linked
Securities & Income
Fund and Western
Asset/Claymore
Inflation Linked
Opportunities Fund and
Director of Hamilton
Lane Advisors, LLC and
Pan American Silver
Corp.
    
    April 2009Lorenzo Alejandro Mendoza 
Giménez (10/05/65)
    
    Chief Executive
Officer, Member of the
Board and President of
the Executive
Committee of Empresas
Polar
    
    Former Member of the Boards of AES
La Electricidad de
Caracas, CANTV-Verizon
and BBVA Banco
Provincial
    
    April 2009Alejandro 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, Dine and Grupo
Kuo
    
    Member of the Boards
of Grupo Alfa, Grupo
Carso, Kimberly-Clark
de México, Industrias
Peñoles and Grupo
Nacional Provincial
    
    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 2001Alternate Directors:In alphabetical order:
Herbert A. Allen III (06/08/67)
    
    President of Allen &
Company LLC
    
    Former Executive Vice
President and Managing
Director of Allen &
Company Incorporated,
Member of the Board of
Convera Corporation
    
    April 2002Félix José Araujo Ramírez
(03/20/51)
    
    Vice President of
Televisa Regional and
Chief Executive
Officer of Telesistema
Méxicano
    
    President of the Board
of Directors of
Televisora de Navojoa
and Televisora
Peninsular and Member of the Board of Directors and Chief Executive
Officer of several Grupo Televisa subsidiaries
    
    April 2002
  94




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Name and Date of Birth
    
    Principal Occupation
    
    Business Experience
    
    First ElectedJoaquín Balcárcel Santa Cruz
(01/04/69)
    
    Vice President  Legal
and General Counsel of
Grupo Televisa
    
    Former Vice President and General
Counsel of Television Division, former Legal Director of Grupo
Televisa
    
    March 2000Rafael Carabias Príncipe
(11/13/44)
    
    Vice President of Supervision of
Foreign Subsidiaries
    
    Former Vice President of Corporate
Management of Televisa Corporación and former Chief Financial Officer
of Gestora de Inversiones Audiovisuales La Sexta.
    
    April 1999José Luis Fernández Fernández
(05/18/59)
    
    Managing Partner of
Chévez, Ruíz,
Zamarripa y Cia.,
S.C.; Member of the
Audit and Corporate
Practices Committee of
Grupo Televisa
    
    Commisioner of Sport
City Universidad, Club
de Golf Los Encinos and
Member of the Board of
Directors of Grupo
Pochteca and Global
Assurance Brokers
Agente de Seguros de
Fianzas
    
    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. and
former Controller of
Televisa Corporación
    
    July 1998Alberto 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
    
    Former Tax Vice
President of Grupo
Televisa, former Tax
Director of Wal-Mart
de México and Member
of the Board of
Directors of Operadora
Dos Mil and Dofiscal
Editores
    
    April 2002Raúl Morales Medrano (05/12/70)
    
    Partner of Chévez,
Ruiz, Zamarripa y
Cia., S.C.
    
    Former Senior Manager
of Chévez, Ruiz,
Zamarripa y Cia., S.C.
and Member of the
Audit and Corporate
Practices Committee of
Empresas Cablevisión
    
    April 2002
  95




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Our Board of Directors
 General.
 
    
    our principals, employees or managers, as well as the statutory auditors, or
comisarios, of our subsidiaries, including those individuals who have occupied any of the
described positions within a period of 12 months preceding the appointment;
 
    
    individuals who have significant influence over our decision making processes;
 
    
    controlling stockholders, in our case, the beneficiary of the Azcárraga Trust;
 
    
    partners or employees of any company which provides advisory services to us or any
company that is part of the same economic group as we are and that receives 10% or more of
its income from us;
 
    
    significant clients, suppliers, debtors or creditors, or members of the Board or
executive officers of any such entities; or
 
    
    spouses, family relatives up to the fourth degree, or cohabitants of any of the
aforementioned individuals.
  Election of Directors.
 Quorum; Voting.
 Meetings; Actions Requiring Board Approval.
  96




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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.
     97




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comisario
 Audit and Corporate Practices Committee.
   Committees of Our Board of Directors.
  98




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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
    
    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
    
    January 2004Félix José Araujo Ramírez
(03/20/51)
    
    Vice President of
Televisa Regional
and Chief Executive
Officer of
Telesistema
Méxicano
    
    President of the
Board of Directors
of Televisora de
Navojoa and
Televisora
Peninsular and
Member of the Board
of Directors and
Chief Executive
Officer of several
Grupo Televisa
subsidiaries
    
    January 1993Maximiliano Arteaga Carlebach
(12/06/42)
    
    Vice President of
Technical
Operations,
Services &
Television
Production of Grupo
Televisa
    
    Former Vice
President of
Operations of
Televisa
Chapultepec, former
Vice President of
Administration of
Televisa San Ángel
and Chapultepec and
former Vice
President of
Administration and
Finance of Univisa,
Inc.
    
    March 2002José Antonio Bastón Patiño
(04/13/68)
    
    President of
Television and
Contents and Member
of the Executive
Committee of Grupo
Televisa
    
    Former Corporate
Vice President of
Television  and Vice
President of
Operations
    
    November 2008 April
1999Jean Paul Broc Haro (08/08/62)
    
    Chief Executive
Officer of
Cablevisión, and
General Manager of
Grupo Mexicano de
Cable,
Integravisión de
Occidente, Milar,
Servicios
Cablevisión,
Telestar del
Pacifico and
Tecnicable
    
    Former Chief
Executive Officer
of Pay Television
Networks of Grupo
Televisa, former
Technical and
Operations Director
of Pay Television
Networks of Grupo
Televisa, Chairman
of the Board and
Chief Executive
Officer of several Grupo Televisa subsidiaries.
    
    February 2003
  99




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Name and Date of Birth
    
    Principal Position
    
    Business Experience
    
    First AppointedSalvi 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,
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 2004Javier Mérida Guzmán (07/31/67)
    
    Chief Executive
Officer of Sistema
Radiópolis
    
    Former Chief
Executive Officer
and National Sales
Manager of Cadena
SER Málaga and
Chief Executive
Officer of Cadena
Radiodifusora
Mexicana, Radio
Tapatia, Radio
Melodia, Radio
Comerciales,
Radiotelevisora de
Mexicali, Servicios
Radiopolis,
Servicios Xezz,
Sistema Radiopolis
and Xezz
    
    September 2006Alexandre Moreira Penna
(12/25/54)
    
    Chief Executive
Officer and
Chairman of the
Board of Managers
of Corporación
Novaimagen and Chairman of the Board and Chief Executive Officer of several Grupo Televisa subsidiaries
    
    Former Vice
President of
Corporate Finance
of Grupo Televisa,
former Managing
Director of
JPMorgan Chase
Bank, N.A.
    
    February 2004Jorge Eduardo Murguía Orozco
(01/25/50)
    
    Vice President of
Production of Grupo
Televisa
    
    Former
Administrative Vice
President and
former Director of
Human Resources of
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 1998
  100




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Compensation of Directors and Officers
    Use of Certain Assets and Services
    Stock Purchase Plan
   101




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Long-Term Retention Plan
   102




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##### Table of Contents



Share Ownership of Directors and Officers
  Employees and Labor Relations
  Year Ended December 31,2007
    
    
    2008
    
    
    2009Total number of employees
    
    
    17,810
    
    
    
    22,528
    
    
    
    24,362Category of activity:Employees
    
    
    17,777
    
    
    
    22,488
    
    
    
    24,323Executives
    
    
    33
    
    
    
    40
    
    
    
    39Geographic location:Mexico
    
    
    15,871
    
    
    
    20,571
    
    
    
    22,506Latin America (other than Mexico)
    
    
    1,473
    
    
    
    1,529
    
    
    
    1,508U.S.
    
    
    466
    
    
    
    428
    
    
    
    348
  103




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Item 7. Major Stockholders and Related Party Transactions
  AggregatePercentage ofShares Beneficially Owned(1)(2)
    
    
    OutstandingA Shares
    
    
    B Shares
    
    
    D Shares
    
    
    L Shares
    
    
    SharesPercentage
    
    
    
    
    
    
    Percentage
    
    
    
    
    
    
    Percentage
    
    
    
    
    
    
    Percentage
    
    
    BeneficiallyIdentity of Owner
    
    Number
    
    
    of Class
    
    
    Number
    
    
    of Class
    
    
    Number
    
    
    of Class
    
    
    Number
    
    
    of Class
    
    
    OwnedAzcárraga Trust(3)
    
    
    52,991,825,693
    
    
    
    44.4
    %
    
    
    67,814,604
    
    
    
    0.1
    %
    
    
    107,886,870
    
    
    
    0.1
    %
    
    
    107,886,870
    
    
    
    0.1
    %
    
    
    15.5
    %Dodge & Cox, Inc.(4)
    
    
    3,833,049,000
    
    
    
    3.2
    %
    
    
    3,373,083,120
    
    
    
    6.1
    %
    
    
    5,366,268,600
    
    
    
    6.3
    %
    
    
    5,366,268,600
    
    
    
    6.3
    %
    
    
    5.2
    %Cascade Investment, LLC(5)
    
    
    3,644,562,500
    
    
    
    3.1
    %
    
    
    3,207,215,000
    
    
    
    5.8
    %
    
    
    5,102,387,500
    
    
    
    6.0
    %
    
    
    5,102,387,500
    
    
    
    6.0
    %
    
    
    5.0
    %
 
 (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, 2010. The number of shares issued and
outstanding for legal purposes as of May 31, 2010 was 60,454,828,050 series A Shares, 53,200,248,684
series B Shares, 84,636,759,270 series D Shares and 84,636,759,270 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, 2010 was
58,618,151,650 series A Shares, 51,583,973,452 series B Shares, 82,065,412,310 series D Shares and
82,065,412,310 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, 2010 does not include: 73,467,056 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)
    
    Based solely on information included in the report on Form 13F filed on March 31, 2010 by Dodge & Cox.(5)
    
    Based solely on information included in the report on Form 13D filed on March 31, 2010 by Cascade
Investment, L.L.C. 
 The Major Stockholders
   104




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Related Party Transactions
 Transactions and Arrangements With Innova.
 Capital Contributions and Loans
 Programming.
 Advertising Services.
 Guarantees.
  105




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##### Table of Contents



Tax Sharing Agreement.
  Transactions and Arrangements With Vuela.
   Transactions and Arrangements with TVI.
 Transactions and Arrangements with Letseb.
  106




---



##### Table of Contents



Transactions and Arrangements With Our Directors and Officers.
  Transactions and Arrangements With Affiliates and Related Parties of Our Directors, Officers
and Major Stockholders
 Consulting Services.
 Loans from Banamex.
 Advertising Services.
   107




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Agency Services.
  Legal and Advisory Services.
  Sale of Property.
   108




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##### Table of Contents



Item 8. Financial Information
  
 Item 9. The Offer and Listing
 
 Trading History of CPOs and GDSs
   Nominal Pesos per CPO(1)High
    
    
    Low2005
    
    
    44.13
    
    
    
    29.202006
    
    
    60.88
    
    
    
    37.672007
    
    
    68.10
    
    
    
    48.292008
    
    
    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
    
    
    56.67
    
    
    
    33.91First Quarter
    
    
    44.31
    
    
    
    33.91Second Quarter
    
    
    48.17
    
    
    
    39.39Third Quarter
    
    
    50.64
    
    
    
    43.59Fourth Quarter
    
    
    56.67
    
    
    
    48.45December
    
    
    54.52
    
    
    
    52.742010
(through June 17, 2010)
    
    
    54.46
    
    
    
    45.25First Quarter
    
    
    54.46
    
    
    
    47.29January
    
    
    54.46
    
    
    
    50.50February
    
    
    52.21
    
    
    
    47.29March
    
    
    52.65
    
    
    
    48.84Second
Quarter (through June 17, 2010)
    
    
    53.33
    
    
    
    45.25April
    
    
    53.33
    
    
    
    48.87May
    
    
    51.07
    
    
    
    46.87June
(through June 17, 2010)
    
    
    48.42
    
    
    
    45.25
 
 (1)
    
    Source: Mexican Stock Exchange.  U.S. Dollars per GDS(1)High
    
    
    Low2005
    
    
    20.77
    
    
    
    13.192006
    
    
    28.20
    
    
    
    16.382007
    
    
    31.14
    
    
    
    22.042008
    
    
    27.68
    
    
    
    13.21First Quarter
    
    
    24.77
    
    
    
    20.85Second Quarter
    
    
    27.68
    
    
    
    23.09Third Quarter
    
    
    25.96
    
    
    
    19.92Fourth Quarter
    
    
    22.19
    
    
    
    13.21December
    
    
    16.39
    
    
    
    14.32
  109




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U.S. Dollars per GDS(1)High
    
    
    Low2009
    
    
    22.13
    
    
    
    10.92First Quarter
    
    
    16.66
    
    
    
    10.92Second Quarter
    
    
    18.20
    
    
    
    14.16Third Quarter
    
    
    18.99
    
    
    
    16.30Fourth Quarter
    
    
    22.13
    
    
    
    17.74December
    
    
    21.39
    
    
    
    20.532010
(June 17, 2010)
    
    
    21.66
    
    
    
    17.52First Quarter
    
    
    21.15
    
    
    
    18.30January
    
    
    21.15
    
    
    
    19.54February
    
    
    20.24
    
    
    
    18.30March
    
    
    21.04
    
    
    
    19.13Second
Quarter (through June 17, 2010)
    
    
    21.66
    
    
    
    17.52April
    
    
    21.66
    
    
    
    19.75May
    
    
    20.75
    
    
    
    17.95June
(through June 17, 2010)
    
    
    18.94
    
    
    
    17.52
 
 (1)
    
    Source: NYSE.  
 Trading on the Mexican Stock Exchange
 Overview
 sociedad anónima capital variable
   110




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Market Regulation and Registration Standards
 Comisión Nacional de Valores Comisión Nacional Bancaria sociedades anónimas de capital variable
   circulares
  
    
    a minimum number of years of operating history;
 
    
    a minimum financial condition;
 
    
    a minimum number of shares or CPOs to be publicly offered to public investors;
 
    
    a minimum price for the securities to be offered;
 
    
    a minimum of 15% of the capital stock placed among public investors;
 
    
    a minimum of 200 holders of shares or of shares represented by CPOs, who are deemed to
be public investors under the General CNBV Rules, upon the completion of the offering;
  111




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
    
    the following distribution of the securities offered pursuant to an offering in Mexico:
(i) at least 50% of the total number of securities offered must be placed among investors
who acquire less than 5% of the total number of securities offered; and (ii) no investor may acquire more than 40% of the total
number of securities offered; and
 
    
    complied with certain corporate governance requirements.
  
    
    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.
  112




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Sistema
Electrónico de Envío y Difusión de Información Sistema Electrónico de Comunicación con Emisores de
Valores Sistema de Información
Financiera Computarizada
  
    
    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.
   113




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
    
    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.
     
 Item 10. Additional Information
 
 Mexican Securities Market Law
   114




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##### Table of Contents




    
    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
     115




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##### Table of Contents



Bylaws
  Organization and Register
 sociedad anónima bursátil folio mercantil
  Voting Rights and Stockholders Meetings
 Holders of A Shares
 Holders of B Shares
 Holders of D Shares and L Shares
 
    
    our transformation from one type of company to another;
 
    
    any merger (even if we are the surviving entity);
  116




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
    
    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
   117




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Holders of CPOs
  Holders of GDRs
    118




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Limitation on Appointment of Directors.
 Dividend Rights
   119




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##### Table of Contents



Preferential Rights of D Shares
  
    
    first, to the payment of dividends with respect to the A Shares, the B Shares and the L
Shares, in an equal amount per share, up to the amount of the D Share fixed preferred
dividend; and
 
    
    second, to the payment of dividends with respect to the A Shares, B Shares, D Shares
and L Shares, such that the dividend per share is equal.
  
    
    accrued but unpaid dividends in respect of their D Shares; plus
 
    
    the theoretical value of their D Shares as set forth in our bylaws. See  Other
Provisions  Dissolution or Liquidation.
 Limitation on Capital Increases
  Preemptive Rights
 Diario Oficial de la Federación
   120




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Limitations on Share Ownership
      121




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##### Table of Contents



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
  122




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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.
   123




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Antitakeover Protections
 General
  Board Notices, Meetings, Quorum Requirements and Approvals
   124




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Stockholder Notices, Meetings, Quorum Requirements and Approvals
 Mandatory Tender Offers in the Case of Certain Acquisitions
 Exceptions
  125




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Amendments to the Antitakeover Provisions
 
 Enforceability of Civil Liabilities
  
 Material Contracts
      126




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Comision
Federal de Telecomunicaciones
    
 Legal Proceedings
 La Lupa Catch the Clue
      127




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##### Table of Contents



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.
  128




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
    
    the Code, applicable U.S. Treasury regulations and judicial and administrative
interpretations, and
 
    
    the convention between the Government of the United States of America and the
Government of the United Mexican States for the Avoidance of Double Taxation and the
Prevention of Fiscal Evasion with respect to Taxes on Income, including the applicable
protocols, collectively referred to herein as the U.S.-Mexico Tax Treaty, and
 
    
    is subject to changes to those laws and the U.S.-Mexico Tax Treaty subsequent to the
date of this annual report, which changes could be made on a retroactive basis, and
 
    
    is also based, in part, on the representations of the Depositary with respect to the
GDSs and on the assumption that each obligation in the Deposit Agreement relating to the
GDSs and any related agreements will be performed in accordance with their terms.
  
    
    a citizen or individual resident of the United States;
 
    
    a corporation (or entity treated as a corporation for such purposes) created or
organized in or under the laws of the United States, or any State thereof or the District
of Columbia;
 
    
    an estate the income of which is included in gross income for U.S. federal income tax
purposes regardless of source; or
 
    
    a trust, if either (x) it is subject to the primary supervision of a court within the
United States and one or more United States persons has the authority to control all
substantial decisions of the trust or (y) it has a valid election in effect under
applicable U.S. Treasury regulations to be treated as a United States person.
    
    
    is not a resident of Mexico for purposes of the U.S.-Mexico Tax Treaty;
 
    
    is an individual who has a substantial presence in the United States;
  129




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
    
    is entitled to the benefits of the U.S.-Mexico Tax Treaty under the limitation on
benefits provision contained in Article 17 of the U.S.-Mexico Tax Treaty; and
 
    
    does not have a fixed place of business or a permanent establishment in Mexico with
which its ownership of CPOs, GDSs or Underlying Shares is effectively connected.
  Dividends.
      130




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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.
 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.
    131




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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 Mexican tax resident if it maintains the main
administration of its head office, business, or the effective location of its management in
Mexico.
 
    
    a foreign person with a permanent establishment in Mexico will be required to pay taxes
in Mexico in accordance with the Mexican Tax Legislation for income attributable to such
permanent establishment; and
 
    
    a foreign person without a permanent establishment in Mexico will be required to pay
taxes in Mexico in respect of revenues proceeding from sources of wealth located in
national territory.
 Dividends.
 cuenta de
utilidad fiscal neta
 Sales or Other Dispositions.
    132




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Other Mexican Taxes.
 
 Documents on Display
     
 Item 11. Quantitative and Qualitative Disclosures About Market Risk
 Market Risk Disclosures
  Risk Management.
  133




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Foreign Currency Exchange Rate Risk and Interest Rate Risk
       134




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135




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##### Table of Contents



Sensitivity and Fair Value Analyses
  Fair Value at December 31,2008
    
    
    2009
    
    
    2009(Millions of Pesos or millions of U.S. Dollars)(1)Assets:Temporary investments(2)
    
    Ps.
    8,321.3
    
    
    Ps.
    8,902.3
    
    
    U.S.$
    680.6Derivative financial instruments(12)
    
    
    2,363.1
    
    
    
    1,545.4
    
    
    
    118.1Liabilities:U.S. Dollar-denominated debt:Senior Notes due 2011(3)
    
    
    1,055.7
    
    
    
    1,015.4
    
    
    
    77.6Senior Notes due 2018(4)
    
    
    5,977.2
    
    
    
    6,587.7
    
    
    
    503.6Senior Notes due 2032(5)
    
    
    3,913.2
    
    
    
    4,688.4
    
    
    
    358.4Senior Notes due 2025(6)
    
    
    6,767.8
    
    
    
    7,851.1
    
    
    
    600.2Senior Notes due 2040(7)
    
    
    
    
    
    
    7,698.6
    
    
    
    588.6JPMorgan Chase Bank, N.A. loan
due 2012(8)
    
    
    3,251.7
    
    
    
    3,173.4
    
    
    
    242.6Senior Notes due 2015(9)
    
    
    2,070.3
    
    
    
    2,494.5
    
    
    
    190.7Peso-denominated debt:Senior Notes due 2037(10)
    
    
    4,129.7
    
    
    
    4,055.6
    
    
    
    310.1Long-term notes payable to Mexican
banks(11)
    
    
    6,846.3
    
    
    
    6,135.4
    
    
    
    469.1Derivative financial instruments(12)
    
    
    604.6
    
    
    
    523.6
    
    
    
    40.0
 
 (1)
    
    Peso amounts have been converted to U.S. Dollars solely for the
convenience of the reader at a nominal exchange rate of Ps.13.0800
per U.S. Dollar, the Interbank Rate as of December 31, 2009.
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, 2009, our temporary investments consisted of highly
liquid securities, including without limitation debt securities
(primarily Peso- and U.S. Dollar-denominated in 2008 and 2009). 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, 2009, fair value exceeded the carrying value of these
notes by Ps.74.3 million (U.S.$5.6 million). The increase in the fair
value of these notes of a hypothetical 10% increase in the quoted
market price of these notes would amount to approximately
Ps.175.8 million (U.S.$13.4 million) at December 31, 2009.(4)
    
    At December 31, 2009, fair value exceeded the carrying value of these
notes by Ps.47.7 million (U.S.$3.6 million). The increase in the fair
value of these notes of a hypothetical 10% increase in the quoted
market price of these notes would amount to approximately Ps.706.4
million (U.S.$54.0 million) at December 31, 2009.(5)
    
    At December 31, 2009, fair value exceeded the carrying value of these
notes by Ps.764.4 million (U.S.$58.4 million). The increase in the
fair value of these notes of a hypothetical 10% increase in the
quoted market price of these notes would amount to approximately
Ps.1,233.2 million (U.S.$94.3 million) at December 31, 2009.(6)
    
    At December 31, 2009, fair value exceeded the carrying value of these
notes by Ps.3.1 million (U.S.$0.2 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.788.2 million (U.S.$60.3 million) at December 31, 2009.  136




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(7)
    
    At December 31, 2009, carrying value exceeded the fair value of these
notes by Ps.149.4 million (U.S.$11.4 million). The increase in the
fair value of these notes of a hypothetical 10% increase in the
quoted market price of these notes, the fair value would exceeded the
carrying value by approximately Ps.620.4 million (U.S.$47.4 million)
at December 31, 2009.(8)
    
    At December 31, 2009, carrying value exceeded the fair value of these
notes by Ps.423.6 million (U.S.$32.3 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.106.3 million
(U.S.$8.1 million) at December 31, 2009.(9)
    
    At December 31, 2009, fair value exceeded the carrying value of these
notes by Ps.209.5 million (U.S.$16.0 million). Assuming an increase
in the fair value of these notes of a hypothetical 10% increase in
the quoted market price of these notes would amount approximately
Ps.458.9 million (U.S.$35.0 million) at December 31, 2009.(10)
    
    At December 31, 2009, carrying value exceeded the fair value of these
notes by Ps.444.4 million (U.S.$33.9 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.38.9 million
(U.S.$2.9 million) at December 31, 2009.(11)
    
    At December 31, 2009, fair value exceeded the carrying value of these
notes by Ps.235.4 million (U.S.$17.9 million). At December 31, 2009,
a hypothetical 10% increase in Mexican interest rates would increase
the fair value of these notes by approximately Ps.848.8 million
(U.S.$64.6 million) at December 31, 2009.(12)
    
    Given the nature of these derivative instruments, an increase of 10%
in the interest and or exchange rates would not have a significant
impact on the fair value of these financial instruments.  Year Ended December 31,2008
    
    
    2009(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.$
    2,182.5
    
    
    U.S.$
    2,436.4U.S. Dollar-denominated monetary
liabilities, primarily trade accounts
payable, senior debt securities and
other notes payable (2)
    
    
    2,547.1
    
    
    
    3,044.5(364.6
    )
    
    
    (608.1
    )Derivative instruments, liabilities, net
    
    
    (0.3
    )
    
    
    0.0Net liability position
    
    U.S.$
    (364.9
    )
    
    U.S.$
    (608.1
    )
 (1)
    
    In 2008 and 2009, include U.S. Dollar equivalent amounts of U.S.$155.2
million and U.S.$110.2 million, respectively, related to other foreign
currencies, primarily Euros.(2)
    
    In 2008 and 2009, include U.S. Dollar equivalent amounts of U.S.$40.4
million and U.S.$54.2 million, respectively, related to other foreign
currencies, primarily Euros.   137




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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
   138




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##### Table of Contents



Item 16. A. Audit Committee Financial Expert
  
 Item 16.B. Code of Ethics
   
 
 Item 16.C. Principal Accountant Fees and Services
   2008
    
    
    2009(in millions of Pesos)Audit Fees
    
    Ps.
    65.8
    
    
    Ps.
    68.4Audit-Related Fees
    
    
    3.5
    
    
    
    7.9Tax Fees
    
    
    8.1
    
    
    
    5.7Other Fees
    
    
    0.9
    
    
    
    0.2Total
    
    Ps.
    78.3
    
    
    Ps.
    82.2
      139




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Audit Committee Pre-approval Policies and Procedures
   
 Item 16.D. Exemptions from the Listing Standards for Audit Committees
  
 Item 16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  Purchases of Equity Securities by Televisa(3)
 Maximum Number (orTotal Number of
    
    
    Appropriate Mexican PesoCPOs
    
    
    Value) of CPOsTotal Number
    
    
    
    
    
    
    Purchased as part of
    
    
    that May Yet Beof CPOs
    
    
    Average Price
    
    
    Publicly Announced
    
    
    Purchased Under thePurchase Date
    
    Purchased
    
    
    Paid per CPO(1)
    
    
    Plans or Programs
    
    
    Plans or Programs(2)January 1 to January 31
    
    Ps.
    
    
    
    Ps.
    0.0000
    
    
    
    225,886,800
    
    
    Ps.
    17,417,444,345February 1 to February 29
    
    
    
    
    
    
    0.0000
    
    
    
    225,886,800
    
    
    
    17,417,444,345March 1 to March 31
    
    
    
    
    
    
    0.0000
    
    
    
    225,886,800
    
    
    
    14,417,444,345April 1 to April 30
    
    
    
    
    
    
    0.0000
    
    
    
    225,886,800
    
    
    
    18,000,000,000May 1 to May 31
    
    
    170,000
    
    
    
    43.6580
    
    
    
    226,056,800
    
    
    
    17,992,578,142June 1 to June 30
    
    
    
    
    
    
    0.0000
    
    
    
    226,056,800
    
    
    
    17,992,578,142July 1 to July 31
    
    
    
    
    
    
    0.0000
    
    
    
    226,056,800
    
    
    
    17,992,578,142August 1 to August 31
    
    
    
    
    
    
    0.0000
    
    
    
    226,056,800
    
    
    
    17,992,578,142September 1 to September 30
    
    
    1,400,000
    
    
    
    48.6875
    
    
    
    227,456,800
    
    
    
    17,924,415,582October 1 to October 31
    
    
    1,931,700
    
    
    
    51.4955
    
    
    
    229,388,500
    
    
    
    17,824,941,782November 1 to November 30
    
    
    4,633,000
    
    
    
    54.4607
    
    
    
    234,021,500
    
    
    
    17,572,625,242December 1 to December 31
    
    
    5,143,100
    
    
    
    53.9934
    
    
    
    239,164,600
    
    
    
    17,294,931,850Total
    
    Ps.
    13,277,800
    
    
    Ps.
    53.1013
    
    
    
    239,164,600
    
    
    Ps.
    17,294,931,850
 
 (1)
    
    The values have not been restated in constant Mexican Pesos and
therefore represent nominal historical figures.(2)
    
    The total amount of our share repurchase program was updated in
accordance with the resolution that our stockholders approved in a
general meeting of the stockholders of Grupo Televisa, S.A.B. held on
April 30, 2009.(3)
    
    Table does not include repurchases or purchases by the special purpose
trust formed in connection with our stock purchase plan.  140




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Purchases of Equity Securities by Special Purpose Trust
formed in connection with Stock Purchase Plan(1)(4)
 CPOs
 Maximum Number (orAppropriate MexicanPeso Value)of CPOsTotal Number of
    
    
    that May Yet BeTotal Number
    
    
    
    
    
    
    CPOs
    
    
    Purchased Under theof CPOs
    
    
    Average Price
    
    
    Purchased as part of
    
    
    Stock PurchasePurchase Date
    
    Purchased
    
    
    Paid per CPO(2)
    
    
    the Stock Purchase Plan
    
    
    Plan(3)January 1 to January 31
    
    
    
    
    
    Ps.
    0.0000
    
    
    
    67,964,900February 1 to February 29
    
    
    
    
    
    
    0.0000
    
    
    
    67,964,900March 1 to March 31
    
    
    500,000
    
    
    
    34.5939
    
    
    
    68,464,900April 1 to April 30
    
    
    100,000
    
    
    
    39.2350
    
    
    
    68,564,900May 1 to May 31
    
    
    
    
    
    
    0.0000
    
    
    
    68,564,900June 1 to June 30
    
    
    
    
    
    
    0.0000
    
    
    
    68,564,900July 1 to July 31
    
    
    
    
    
    
    0.0000
    
    
    
    68,564,900August 1 to August 31
    
    
    
    
    
    
    0.0000
    
    
    
    68,564,900September 1 to September 30
    
    
    
    
    
    
    0.0000
    
    
    
    68,564,900October 1 to October 31
    
    
    
    
    
    
    0.0000
    
    
    
    68,564,900November 1 to November 30
    
    
    
    
    
    
    0.0000
    
    
    
    68,564,900December 1 to December 31
    
    
    
    
    
    
    0.0000
    
    
    
    68,564,900Total
    
    
    600,000
    
    
    Ps.
    35.3674
    
    
    
    68,564,900
 
 (1)
    
    See Directors, Senior Management and Employees  Stock Purchase Plan
for a description of the implementation, limits and other terms of our
Stock Purchase Plan.(2)
    
    The values have not been restated in constant Mexican Pesos and
therefore represent nominal historical figures.(3)
    
    Since the number of additional shares that may be issued pursuant to
our Stock Purchase Plan is affected by, among other things, the number
of shares held by the special equity trust, periodic grants made to
certain executives, the performance of those executives and the number
of shares subject to other employee benefit plans, it would be
misleading to imply that there is a defined maximum number of shares
that remain to be purchased pursuant to our Stock Purchase Plan.(4)
    
    In May 2009, CPOs and shares not assigned to plan participants were
transferred to the Long-Term Retention Plan.  141




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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
    
    
    429,500
    
    
    Ps.
    39.8452
    
    
    
    3,636,000February 1 to February 29
    
    
    270,000
    
    
    
    36.4541
    
    
    
    3,906,000March 1 to March 31
    
    
    
    
    
    
    
    
    
    
    3,906,000April 1 to April 30
    
    
    100,000
    
    
    
    38.6315
    
    
    
    4,006,000May 1 to May 31
    
    
    385,000
    
    
    
    44.5589
    
    
    
    4,391,000June 1 to June 30
    
    
    
    
    
    
    
    
    
    
    4,391,000July 1 to July 31
    
    
    
    
    
    
    
    
    
    
    4,391,000August 1 to August 31
    
    
    600,000
    
    
    
    45.2498
    
    
    
    4,991,000September 1 to September 30
    
    
    1,660,000
    
    
    
    47.6440
    
    
    
    6,651,000October 1 to October 31
    
    
    907,000
    
    
    
    50.4200
    
    
    
    7,558,000November 1 to November 30
    
    
    1,740,000
    
    
    
    53.9801
    
    
    
    9,298,000December 1 to December 31
    
    
    2,379,300
    
    
    
    54.0026
    
    
    
    11,677,300Total
    
    
    8,470,800
    
    
    Ps.
    49.8605
    
    
    
    11,667,300
 
 (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 16.G. Corporate Governance
  Bolsa Mexicana de
Valores Código de Mejores Prácticas Corporativas
  142




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NYSE rules
    
    Mexican rulesListed companies must
have a majority of
independent directors.
    
    The Mexican Securities Market Law requires that
listed companies have at least 25% of
independent directors. Our stockholders meeting
is required to make a determination as to the
independence of the directors. The definition of
independence under the Mexican Securities Market
Law differs in some aspects from the one
applicable to U.S. issuers under the NYSE
standard and prohibits, among other
relationships, an independent director from
being an employee or officer of the company or a
stockholder that may have influence over our
officers, relevant clients and contractors, as
well as certain relationships between the
independent director and family members of the
independent director. In addition, our bylaws
broaden the definition of independent director.
Our bylaws provide for an executive committee of
our board of directors. The executive committee
is currently composed of six members, and there
are no applicable Mexican rules that require any
of the members to be independent. The executive
committee may generally exercise the powers of
our board of directors, subject to certain
exceptions. Our Chief Executive Officer is a
member of our board of directors and the
executive committee.Listed companies must
have a
nominating/corporate
governance committee
composed entirely of
independent directors.
    
    Listed companies are required to have a
corporate practices committee.Listed companies must
have a compensation
committee composed
entirely of independent
directors.
    
    The Mexican Code of Best Corporate Practices
recommends listed companies to have a
compensation committee. While these rules are
not legally binding, companies failing to comply
with the Mexican Code of Best Business
Practices recommendation must disclose publicly
why their practices differ from those
recommended by the Mexican Code of Best Business
Practices.Listed companies must
have an audit committee
with a minimum of three
members and must be
independent.
    
    The Mexican Securities Market Law requires that
listed companies must have an audit committee.
The Chairman and the majority of the members
must be independent.Non-management
directors must meet at
regularly scheduled
executive sessions
without management.
    
    Our non-management directors are not required to
meet at executive sessions. The Mexican Code of
Best Corporate Practices does not expressly
recommend executive sessions.Listed companies must
require shareholder
approval for equity
compensation plans,
subject to limited
exemptions.
    
    Companies listed on the Mexican Stock Exchange
are required to obtain shareholder approval for
equity compensation plans, provided that such
plans are subject to certain conditions.Listed companies must
adopt and disclose a
code of business
conduct and ethics for
directors, officers and
employees, and promptly
disclose any waivers of
the code for directors
or executive officers.
    
    Companies listed on the Mexican Stock Exchange
are not required to adopt a code of ethics.
However, we have adopted a code of ethics which
is available free of charge through our offices.
See  Code of Ethics for directions on how to
obtain a copy of our code of ethics. Waivers
involving any of our executive officers or
directors will be made only by our Board of
Directors or a designated committee of the
Board.
  143




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##### Table of Contents



Part III
 
 Item 17. Financial Statements
  
 Item 18. Financial Statements
  
 Item 19. Exhibits
    144




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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 (previously filed
with the Securities and Exchange Commission as Exhibit 1.1 to the
Registrants Annual Report on Form 20-F for the year ended
December 31, 2008 (the 2008 Form 20-F), and incorporated
herein by reference).2.1
    
    
    
    
    Indenture relating to Senior Debt Securities, dated as of August 8,
2000, between the Registrant, as Issuer, and The Bank of New York, as
Trustee (previously filed with the Securities and Exchange Commission as
Exhibit 4.1 to the Registrants Registration Statement on Form F-4 (File
number 333-12738), as amended (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).
  145




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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibits2.10
    
    
    
    
    Eleventh Supplemental Indenture relating to the 8.49% Senior Exchange
Notes due 2037 between Registrant, as Issuer, The Bank of New York and
The Bank of New York (Luxembourg) S.A., dated as August 24, 2007
(previously filed with the Securities and Exchange Commission as Exhibit
4.12 to the Registrants Registration Statement on Form F-4 (File number
333-144460), as amended (the 2007 Form F-4), and incorporated herein
by reference).2.11
    
    
    
    
    Twelfth Supplemental Indenture related to the 6.0% Senior Notes due 2018
between Registrant, as Issuer, The Bank of New York and The Bank of New
York (Luxembourg) S.A., dated as of May 12, 2008 (previously filed with
the Securities and Exchange Commission as Exhibit 2.11 to the Form 20-F
for the year ended December 31, 2007 (the 2007 Form 20-F) and incorporated
herein by reference).2.12
    
    
    
    
    Form of Deposit Agreement between the Registrant, The Bank of New York,
as depositary and all holders and beneficial owners of the Global
Depositary Shares, evidenced by Global Depositary Receipts (previously
filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Registration Statement on Form F-6 (File number 333-146130)
(the 2007 Form F-6) and incorporated herein by reference).2.13
    
    
    
    
    Thirteenth Supplemental Indenture relating to the 6.0% Senior Exchange
Notes due 2018 between Registrant, as Issuer, The Bank of New York
Mellon and The Bank of New York (Luxembourg) S.A., dated as August 21,
2008 (previously filed with the Securities and Exchange Commission as
Exhibit 4.14 to the Registrants Registration Statement on Form F-4
(File number 333-144460), as amended (the 2008 Form F-4), and
incorporated herein by reference).2.14
    
    
    
    
    Fourteenth Supplemental Indenture relating to the 6.625% Senior Notes
due 2040 between Registrant, as Issuer, The Bank of New York Mellon and
The Bank of New York (Luxembourg) S.A., dated as November 30, 2009
(previously filed with the Securities and Exchange Commission as Exhibit
4.15 to the Registrants Registration Statement on Form F-4 (File number
333-164595), as amended (the 2010 Form F-4), and incorporated herein
by reference).2.15
    
    
    
    
    Fifteenth Supplemental Indenture relating to the 6.625% Senior Exchange
Notes due 2040 between Registrant, as Issuer, The Bank of New York
Mellon and The Bank of New York (Luxembourg) S.A., dated as March 22,
2010.4.1
    
    
    
    
    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).
  146




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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibits4.5
    
    
    
    
    Amended and Restated International Program Rights Agreement, dated as of
December 19, 2001, by and among Univision, Venevision and the Registrant
(previously filed with the Securities and Exchange Commission as Exhibit
10.9 to the 2001 Form F-4 and incorporated herein by reference).4.6
    
    
    
    
    Co-Production Agreement, dated as of March 27, 1998, between the
Registrant and Univision Network Limited Partnership (previously filed
with the Securities and Exchange Commission as an Exhibit to Univisions
Annual Report on Form 10-K for the year ended December 31, 1997 and
incorporated herein by reference).4.7
    
    
    
    
    Program License Agreement, dated as of May 31, 2005, between Registrant
and Univision (previously filed with the Securities and Exchange
Commission as Exhibit 4.7 to the 2005
Form 20-F and incorporated herein by reference).4.8
    
    
    
    
    Amended and Restated Bylaws (Estatutos Sociales) of Innova, S. de R.L.
de C.V. (Innova) dated as of December 22, 1998 (previously filed with
the Securities and Exchange Commission as an Exhibit to Innovas Annual
Report on Form 20-F for the year ended December 31, 2004 and
incorporated herein by reference).4.9
    
    
    
    
    English translation of investment agreement, dated as of March 26, 2006,
between Registrant and M/A and Gestora de Inversiones Audiovisuales La
Sexta, S.A. (previously filed with the Securities and Exchange
Commission as Exhibit 4.7 to the 2005 Form 20-F and incorporated herein
by reference).4.10
    
    
    
    
    English summary of Ps.1,162.5 million credit agreement, dated as of May
17, 2004, between the Registrant and Banamex (the May 2004 Credit
Agreement) and the May 2004 Credit Agreement (in Spanish) (previously
filed with the Securities and Exchange Commission as Exhibit 4.9 to the
2004 Form 20-F and incorporated herein by reference).4.11
    
    
    
    
    English summary of amendment to the May Credit Agreement and the
amendment to the May 2004 Credit Agreement (in Spanish) (previously
filed with the Securities and Exchange Commission as Exhibit 4.10 to the
2004 Form 20-F and incorporated herein by reference).4.12
    
    
    
    
    English summary of Ps.2,000.0 million credit agreement, dated as of
October 22, 2004, between the Registrant and Banamex (the October 2004
Credit Agreement) and the October 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
Commission as Exhibit 4.16 to the 2007 Form 20-F and incorporated herein by
reference).
  147




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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibits4.17
    
    
    
    
    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 Form 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).4.19
    *
    
    
    
    Investment and Securities Subscription Agreement, dated as of
February 15, 2010, by and among NII Holdings, Inc., Comunicaciones
Nextel de Mexico, S.A. de C.V., Nextel International (Uruguay), LLC
and Grupo Televisa, S.A.B.8.1
    
    
    
    
    List of Subsidiaries of Registrant.12.1
    
    
    
    
    CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, dated June 21, 2010.12.2
    
    
    
    
    CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, dated June 21, 2010.13.1
    
    
    
    
    CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, dated June 21, 2010.13.2
    
    
    
    
    CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, dated June 21, 2010.23.1
    
    
    
    
    Consent of PricewaterhouseCoopers S.C.
 *
    
    Portions of this exhibit have been omitted and filed separately with
the Securities and Exchange Commission pursuant to a request for
confidential treatment.
    148




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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
  149




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##### Table of Contents



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF
 GRUPO TELEVISA, S.A.B.
 PageReport of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of December 31, 2008 and 2009
    
    
    F-3Consolidated Statements of Income for the Years Ended December 31, 2007, 2008 and 2009
    
    
    F-5Consolidated Statements of Changes in Stockholders Equity for the Years Ended December 31,
2007, 2008 and 2009
    
    
    F-6Consolidated Statement of Changes in Financial Position for the Year Ended December 31, 2007
    
    
    F-7Consolidated Statements of Cash Flows for the Years Ended December 31, 2008 and 2009
    
    
    F-8Notes to Consolidated Financial Statements for the Years Ended December 31, 2007, 2008 and 2009
    
    
    F-9
  F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
         
 
  F-2




---



##### Table of Contents



Grupo Televisa, S.A.B.
 
 Consolidated
Balance Sheets
As of December 31, 2008 and 2009
(In thousands of Mexican Pesos)
(Notes 1 and 2)
 Notes
    
    
    2008
    
    
    2009ASSETSCurrent:Cash and cash equivalents
    
    
    
    
    
    Ps.
    33,583,045
    
    
    Ps.
    29,941,488Temporary investments
    
    
    
    
    
    
    8,321,286
    
    
    
    8,902,34641,904,331
    
    
    
    38,843,834Trade notes and accounts receivable, net
    
    
    3
    
    
    
    18,199,880
    
    
    
    18,399,183Other accounts and notes receivable, net
    
    
    
    
    
    
    2,231,562
    
    
    
    3,530,546Due from affiliated companies
    
    
    
    
    
    
    161,821
    
    
    
    135,723Transmission rights and programming
    
    
    4
    
    
    
    3,343,448
    
    
    
    4,372,988Inventories
    
    
    
    
    
    
    1,612,024
    
    
    
    1,665,102Other current assets
    
    
    
    
    
    
    1,105,871
    
    
    
    1,435,081Total current assets
    
    
    
    
    
    
    68,558,937
    
    
    
    68,382,457Derivative financial instruments
    
    
    9
    
    
    
    2,316,560
    
    
    
    1,538,678Transmission rights and programming
    
    
    4
    
    
    
    6,324,761
    
    
    
    5,915,459Investments
    
    
    5
    
    
    
    3,348,610
    
    
    
    6,361,023Property, plant and equipment, net
    
    
    6
    
    
    
    30,798,398
    
    
    
    33,071,464Intangible assets and deferred charges, net
    
    
    7
    
    
    
    11,433,783
    
    
    
    11,218,864Other assets
    
    
    
    
    
    
    70,756
    
    
    
    80,431Total assets
    
    
    
    
    
    Ps.
    122,851,805
    
    
    Ps.
    126,568,376
   F-3




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##### Table of Contents



Grupo Televisa, S.A.B.
 Consolidated Balance Sheets
As of December 31, 2008 and 2009
(In thousands of Mexican Pesos)
(Notes 1 and 2)
 Notes
    
    
    2008
    
    
    2009LIABILITIESCurrent:Current portion of long-term debt
    
    
    8
    
    
    Ps.
    2,270,353
    
    
    Ps.
    1,433,015Current portion of capital lease obligations
    
    
    8
    
    
    
    151,628
    
    
    
    235,271Trade accounts payable
    
    
    
    
    
    
    6,337,436
    
    
    
    6,432,906Customer deposits and advances
    
    
    
    
    
    
    18,098,643
    
    
    
    19,858,290Taxes payable
    
    
    
    
    
    
    830,073
    
    
    
    940,975Accrued interest
    
    
    
    
    
    
    439,777
    
    
    
    464,621Employee benefits
    
    
    
    
    
    
    199,993
    
    
    
    200,215Due to affiliated companies
    
    
    
    
    
    
    88,622
    
    
    
    34,202Other accrued liabilities
    
    
    
    
    
    
    2,293,806
    
    
    
    2,577,835Total current liabilities
    
    
    
    
    
    
    30,710,331
    
    
    
    32,177,330Long-term debt, net of current portion
    
    
    8
    
    
    
    36,630,583
    
    
    
    41,983,195Capital lease obligations, net of current portion
    
    
    8
    
    
    
    1,222,163
    
    
    
    1,166,462Derivative financial instruments
    
    
    9
    
    
    
    604,650
    
    
    
    523,628Customer deposits and advances
    
    
    
    
    
    
    589,369
    
    
    
    1,054,832Other long-term liabilities
    
    
    
    
    
    
    3,225,482
    
    
    
    3,078,411Deferred income taxes
    
    
    19
    
    
    
    2,265,161
    
    
    
    1,765,381Retirement and termination benefits
    
    
    10
    
    
    
    352,390
    
    
    
    346,990Total liabilities
    
    
    
    
    
    
    75,600,129
    
    
    
    82,096,229Commitments and contingencies
    
    
    11STOCKHOLDERS EQUITYCapital stock issued, no par value
    
    
    12
    
    
    
    10,060,950
    
    
    
    10,019,859Additional paid-in capital
    
    
    
    
    
    
    4,547,944
    
    
    
    4,547,94414,608,894
    
    
    
    14,567,803Retained earnings:
    
    
    13Legal reserve
    
    
    
    
    
    
    2,135,423
    
    
    
    2,135,423Unappropriated earnings
    
    
    
    
    
    
    19,595,259
    
    
    
    17,244,674Net income for the year
    
    
    
    
    
    
    7,803,652
    
    
    
    6,007,14329,534,334
    
    
    
    25,387,240Accumulated other comprehensive income, net
    
    
    14
    
    
    
    3,184,043
    
    
    
    3,401,825Shares repurchased
    
    
    12
    
    
    
    (5,308,429
    )
    
    
    (5,187,073
    )27,409,948
    
    
    
    23,601,992Total controlling interest
    
    
    
    
    
    
    42,018,842
    
    
    
    38,169,795Noncontrolling interest
    
    
    15
    
    
    
    5,232,834
    
    
    
    6,302,352Total stockholders equity
    
    
    
    
    
    
    47,251,676
    
    
    
    44,472,147Total liabilities and stockholders equity
    
    
    
    
    
    Ps.
    122,851,805
    
    
    Ps.
    126,568,376
   F-4




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##### Table of Contents



Grupo Televisa, S.A.B.
 
 Consolidated Statements of Income
For the Years Ended December 31, 2007, 2008 and 2009
(In thousands of Mexican Pesos, except per CPO amounts)
(Notes 1 and 2)
 Notes
    
    
    2007
    
    
    2008
    
    
    2009Net sales
    
    
    22
    
    
    Ps.
    41,561,526
    
    
    Ps.
    47,972,278
    
    
    Ps.
    52,352,501Cost of sales (excluding depreciation and
amortization)
    
    
    
    
    
    
    18,128,007
    
    
    
    21,556,025
    
    
    
    23,768,369Selling expenses (excluding depreciation
and amortization)
    
    
    
    
    
    
    3,277,526
    
    
    
    3,919,163
    
    
    
    4,672,168Administrative expenses (excluding depreciation
and amortization)
    
    
    
    
    
    
    2,452,027
    
    
    
    3,058,168
    
    
    
    3,825,507Depreciation and amortization
    
    
    6 and 7
    
    
    
    3,223,070
    
    
    
    4,311,115
    
    
    
    4,929,589Operating income
    
    
    22
    
    
    
    14,480,896
    
    
    
    15,127,807
    
    
    
    15,156,868Other expense, net
    
    
    17
    
    
    
    953,352
    
    
    
    952,139
    
    
    
    1,764,846Integral cost of financing, net
    
    
    18
    
    
    
    410,214
    
    
    
    830,882
    
    
    
    2,973,254Equity in losses of affiliates, net
    
    
    5
    
    
    
    749,299
    
    
    
    1,049,934
    
    
    
    715,327Income before income taxes
    
    
    
    
    
    
    12,368,031
    
    
    
    12,294,852
    
    
    
    9,703,441Income taxes
    
    
    19
    
    
    
    3,349,641
    
    
    
    3,564,195
    
    
    
    3,120,744Consolidated net income
    
    
    
    
    
    
    9,018,390
    
    
    
    8,730,657
    
    
    
    6,582,697Noncontrolling interest net income
    
    
    15
    
    
    
    935,927
    
    
    
    927,005
    
    
    
    575,554Noncontrolling interest net income
    
    
    13
    
    
    Ps.
    8,082,463
    
    
    Ps.
    7,803,652
    
    
    Ps.
    6,007,143Controlling interest net income per CPO
    
    
    20
    
    
    Ps.
    2.84
    
    
    Ps.
    2.77
    
    
    Ps.
    2.14
   F-5




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##### Table of Contents



Grupo Televisa, S.A.B.
 
 Consolidated Statements of Changes in Stockholders Equity
For the Years Ended December 31, 2007, 2008 and 2009
(In thousands of Mexican Pesos)
(Notes 1 and 2)
 AccumulatedCapital
    
    
    
    
    
    
    
    
    
    
    OtherStock
    
    
    Additional
    
    
    Retained
    
    
    Comprehensive
    
    
    Shares
    
    
    Total
    
    
    Noncontrolling
    
    
    TotalIssued
    
    
    Paid-In
    
    
    Earnings
    
    
    (Loss) Income
    
    
    Repurchased
    
    
    Controlling
    
    
    Interest
    
    
    Stockholders(Note 12)
    
    
    Capital
    
    
    (Note 13)
    
    
    (Note 14)
    
    
    (Note 12)
    
    
    Interest
    
    
    (Note 15)
    
    
    EquityBalance at January 1, 2007
    
    Ps.
    10,506,856
    
    
    Ps.
    4,547,944
    
    
    Ps.
    33,014,827
    
    
    Ps.
    (3,808,377
    )
    
    Ps.
    (7,888,974
    )
    
    Ps.
    36,372,276
    
    
    Ps.
    1,642,601
    
    
    Ps.
    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 noncontrolling 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 noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,621,647
    
    
    
    1,621,647Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    222,046
    
    
    
    
    
    
    
    
    
    
    
    222,046
    
    
    
    
    
    
    
    222,046Comprehensive income
    
    
    
    
    
    
    
    
    
    
    7,803,652
    
    
    
    296,572
    
    
    
    
    
    
    
    8,100,224
    
    
    
    
    
    
    
    8,100,224Balance at December 31, 2008
    
    
    10,060,950
    
    
    
    4,547,944
    
    
    
    29,534,334
    
    
    
    3,184,043
    
    
    
    (5,308,429
    )
    
    
    42,018,842
    
    
    
    5,232,834
    
    
    
    47,251,676Dividends
    
    
    
    
    
    
    
    
    
    
    (9,163,857
    )
    
    
    
    
    
    
    
    
    
    
    (9,163,857
    )
    
    
    
    
    
    
    (9,163,857
    )Share cancellation
    
    
    (41,091
    )
    
    
    
    
    
    
    (541,466
    )
    
    
    
    
    
    
    582,557
    
    
    
    
    
    
    
    
    
    
    
    Repurchase of capital stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (759,003
    )
    
    
    (759,003
    )
    
    
    
    
    
    
    (759,003
    )Sale of repurchase shares
    
    
    
    
    
    
    
    
    
    
    (215,984
    )
    
    
    
    
    
    
    297,802
    
    
    
    81,818
    
    
    
    
    
    
    
    81,818Increase in noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,069,518
    
    
    
    1,069,518Net loss on acquisition of noncontrolling
interest in Cablemás and Cablestar
    
    
    
    
    
    
    
    
    
    
    (56,210
    )
    
    
    
    
    
    
    
    
    
    
    (56,210
    )
    
    
    
    
    
    
    (56,210
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    371,783
    
    
    
    
    
    
    
    
    
    
    
    371,783
    
    
    
    
    
    
    
    371,783Adjustment to retained earnings for changes
in tax consolidation (see Note 19)
    
    
    
    
    
    
    
    
    
    
    (548,503
    )
    
    
    
    
    
    
    
    
    
    
    (548,503
    )
    
    
    
    
    
    
    (548,503
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    6,007,143
    
    
    
    217,782
    
    
    
    
    
    
    
    6,224,925
    
    
    
    
    
    
    
    6,224,925Balance at December 31, 2009
    
    Ps.
    10,019,859
    
    
    Ps.
    4,547,944
    
    
    Ps.
    25,387,240
    
    
    Ps.
    3,401,825
    
    
    Ps.
    (5,187,073
    )
    
    Ps.
    38,169,795
    
    
    Ps.
    6,302,352
    
    
    Ps.
    44,472,147
   F-6




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##### Table of Contents



Grupo Televisa, S.A.B.
 
 Consolidated Statement of Changes in Financial Position
For the Year Ended December 31, 2007
(In thousands of Mexican Pesos)
(Notes 1 and 2)
 2007Operating activities:Consolidated net income
    
    Ps.
    9,018,390Adjustments to reconcile net income to resources provided by operating activities:Equity in losses of affiliates
    
    
    749,299Depreciation and amortization
    
    
    3,223,070Impairment of long-lived assets and other amortization
    
    
    541,996Deferred income taxes
    
    
    (358,122
    )Loss on disposition of available-for sale investment in Univision
    
    
    565,862Gain on disposition of affiliates
    
    
    (41,527
    )Stock-based compensation
    
    
    140,51713,839,485Changes in operating assets and liabilities:Increase in:Trade notes and accounts receivable, net
    
    
    (3,090,936
    )Transmission rights and programming
    
    
    (1,878,256
    )Inventories
    
    
    (32,053
    )Other accounts and notes receivable and other current assets
    
    
    (443,962
    )Increase in:Customer deposits and advances
    
    
    1,840,116Trade accounts payable
    
    
    840,911Other liabilities, taxes payable and deferred taxes
    
    
    519,488Retirement and termination benefits
    
    
    17,097(2,227,595
    )Resources provided by operating activities
    
    
    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
    )Other increase in debt
    
    
    50,051Other decrease in debt
    
    
    (675,234
    )Repurchase and sale of capital stock
    
    
    (3,848,560
    )Dividends paid
    
    
    (4,506,492
    )Noncontrolling interest
    
    
    1,032,659Translation effect
    
    
    32,877Resources used in financing activities
    
    
    (1,974,297
    )Investing activities:Due from affiliated companies, net
    
    
    32,636Investments
    
    
    (3,385,342
    )Disposition of investments
    
    
    700,689Investments in property, plant and equipment
    
    
    (3,915,439
    )Disposition of property, plant and equipment
    
    
    704,310Investments in goodwill and other intangible assets
    
    
    (3,310,968
    )Available-for-sale investment in shares of Univision
    
    
    12,266,318Acquisition of Telecom net assets
    
    
    (1,975,666
    )Other assets
    
    
    7,430Resources provided by investing activities
    
    
    1,123,968Net increase in cash, cash equivalents and temporary investments
    
    
    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
    
    
    16,405,074Cash, cash equivalents and temporary investments at end of year
    
    Ps.
    27,304,896
   F-7




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##### Table of Contents



Grupo Televisa, S.A.B.
 
 Consolidated Statements of Cash Flows
For the Years Ended December 31, 2008 and 2009
(In thousands of Mexican Pesos)
(Notes 1 and 2)
 2008
    
    
    2009Operating activities:Income before income taxes
    
    Ps.
    12,294,852
    
    
    Ps.
    9,703,441Adjustments to reconcile income before income taxes to net cash provided
by operating activities:Equity in losses of affiliates
    
    
    1,049,934
    
    
    
    715,327Depreciation and amortization
    
    
    4,311,115
    
    
    
    4,929,589Impairment of long-lived assets and other amortization
    
    
    669,222
    
    
    
    1,224,450Provision for doubtful accounts and write-off of receivables
    
    
    337,478
    
    
    
    897,162Retirement and termination benefits
    
    
    5,467
    
    
    
    58,196Gain on disposition of investments
    
    
    
    
    
    
    (90,565
    )Interest income
    
    
    
    
    
    
    (19,531
    )Write-down of held-to-maturity debt security
    
    
    405,111
    
    
    
    Stock-based compensation
    
    
    222,046
    
    
    
    371,783Derivative financial instruments
    
    
    (895,734
    )
    
    
    644,956Interest expense
    
    
    2,529,221
    
    
    
    2,832,675Unrealized foreign exchange loss, net
    
    
    4,981,960
    
    
    
    (1,003,537
    )25,910,672
    
    
    
    20,263,946Increase in trade notes and accounts receivable, net
    
    
    (1,094,389
    )
    
    
    (1,082,292
    )Increase in transmission rights and programming
    
    
    (1,186,991
    )
    
    
    (674,645
    )Increase in inventories
    
    
    (375,153
    )
    
    
    (45,148
    )Increase in other accounts and notes receivable and other current assets
    
    
    (391,399
    )
    
    
    (1,347,376
    )Increase (decrease) in trade accounts payable
    
    
    1,577,231
    
    
    
    (80,920
    )(Decrease) increase in customer deposits and advances
    
    
    (1,187,734
    )
    
    
    2,242,021Increase in other liabilities, taxes payable and deferred taxes
    
    
    1,744,395
    
    
    
    158,066Decrease in retirement and termination benefits
    
    
    (81,314
    )
    
    
    (16,035
    )Income taxes paid
    
    
    (2,657,525
    )
    
    
    (4,282,042
    )(3,652,879
    )
    
    
    (5,128,371
    )Net cash provided by operating activities
    
    
    22,257,793
    
    
    
    15,135,575Investing activities:Temporary investments
    
    
    (5,208,287
    )
    
    
    (3,565,772
    )Due from affiliated companies, net
    
    
    (89,826
    )
    
    
    (2,309
    )Investments
    
    
    (1,982,100
    )
    
    
    (809,625
    )Disposition of investments
    
    
    109,529
    
    
    
    57,800Disposition of held-to-maturity investments
    
    
    874,999
    
    
    
    Investments in property, plant and equipment
    
    
    (5,191,446
    )
    
    
    (6,410,869
    )Disposition of property, plant and equipment
    
    
    91,815
    
    
    
    248,148Investments in goodwill and other intangible assets
    
    
    (1,489,174
    )
    
    
    (569,601
    )Net cash used in investing activities
    
    
    (12,884,490
    )
    
    
    (11,052,228
    )Financing activities:Issuance of Senior Notes due 2018
    
    
    5,241,650
    
    
    
    Issuance of Senior Notes due 2040
    
    
    
    
    
    
    7,612,055Prepayment of Senior Notes due 2013 (Sky)
    
    
    (122,886
    )
    
    
    Repayment of Mexican Peso debt
    
    
    (480,000
    )
    
    
    (1,162,460
    )Repayment of foreign currency debt
    
    
    
    
    
    
    (1,206,210
    )Capital lease payments
    
    
    (97,696
    )
    
    
    (138,807
    )Other increase in debt
    
    
    1,231
    
    
    
    33,856Interest paid
    
    
    (2,407,185
    )
    
    
    (2,807,843
    )Repurchase and sale of capital stock
    
    
    (1,112,568
    )
    
    
    (677,185
    )Dividends paid
    
    
    (2,229,973
    )
    
    
    (9,163,857
    )Noncontrolling interest
    
    
    (332,029
    )
    
    
    76,344Derivative financial instruments
    
    
    (346,065
    )
    
    
    (206,776
    )Net cash used in financing activities
    
    
    (1,885,521
    )
    
    
    (7,640,883
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    131,854
    
    
    
    (105,530
    )Net increase (decrease) in cash and cash equivalents
    
    
    7,619,636
    
    
    
    (3,663,066
    )Cash and cash equivalents of Cablemás upon consolidation
    
    
    483,868
    
    
    
    Cash and cash equivalents of TVI upon consolidation
    
    
    
    
    
    
    21,509Cash and cash equivalents at beginning of year
    
    
    25,479,541
    
    
    
    33,583,045Cash and cash equivalents at end of year
    
    Ps.
    33,583,045
    
    
    Ps.
    29,941,488
   F-8




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##### Table of Contents



Grupo Televisa, S.A.B.
 
 Notes to Consolidated Financial Statements
For the Years Ended December 31, 2007, 2008 and 2009
(In thousands of Mexican Pesos, except per CPO, per share and
exchange rate amounts)
 1. Accounting Policies
  (a) Basis of Presentation
        F-9




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##### Table of Contents



(b) Members of the Group
  CompanysConsolidated Entities
    
    Ownership (1)
    
    
    Business Segment (2)Grupo Telesistema, S.A. de C.V. and subsidiaries,
including Televisa, S.A. de C.V. (Televisa)
    
    
    100
    %
    
    Television Broadcasting 
Pay Television Networks 
Programming 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
(collectively, Sky) (3)
    
    
    58.7
    %
    
    SkyEmpresas Cablevisión, S.A.B. de C.V. and subsidiaries
(collectively, Empresas Cablevisión)
    
    
    51
    %
    
    Cable and TelecomCablemás, S.A. de C.V. and subsidiaries
(collectively, Cablemás)
    
    
    58.3
    %
    
    Cable and TelecomTelevisión Internacional, S.A. de C.V. and subsidiaries
(collectively, TVI)
    
    
    50
    %
    
    Cable and TelecomCorporativo Vasco de Quiroga, S.A. de C.V. and subsidiaries
    
    
    100
    %
    
    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
consolidated entity.(2)
    
    See Note 22 for a description of each of the Groups business segments.(3)
    
    At December 31, 2009, 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.  Segments
    
    Expiration DatesTelevision Broadcasting
    
    In 2021Sky
    
    Various from 2016 to 2033Cable and Telecom
    
    Various from 2013 to 2038Other Businesses:Radio (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.  F-10




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##### Table of Contents



(c) Foreign Currency Translation
     (d) Cash, Cash Equivalents and Temporary Investments
    (e) Transmission Rights and Programming
    F-11




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##### Table of Contents



(f) Inventories
  (g) Investments
      (h) Property, Plant and Equipment
   F-12




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##### Table of Contents



(i) Intangible
Assets and Deferred Financing Costs
    (j) Impairment of Long-lived Assets
  (k) Customer Deposits and Advances
  (l) Stockholders Equity
  (m) Revenue Recognition
  
    
    Advertising revenues, including deposits and advances from customers for future advertising, are
recognized at the time the advertising services are rendered.
    
    Revenues from program services for pay television and licensed television programs are
recognized when the programs are sold and become available for broadcast.
    
    Revenues from magazine subscriptions are initially deferred and recognized proportionately as
products are delivered to subscribers. Revenues from the sales of magazines are recognized on
the date of circulation of delivered merchandise, net of a provision for estimated returns.
    
    The revenue from publishing distribution is recognized upon distribution of the products.
    
    Sky program service revenues, including advances from customers for future direct-to-home
(DTH) program services, activation and installation fees, are recognized at the time the
service is provided.
  F-13




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##### Table of Contents




    
    Cable television, internet and telephone subscription, and pay-per-view and installation fees
are recognized in the period in which the services are rendered.
    
    Revenues from telecommunications and data services are recognized in the period in which
these services are provided. Telecommunications services include long distance and local
telephony, as well as leasing and maintenance of telecommunications facilities.
    
    Revenues from attendance to soccer games, including revenues from advance ticket sales for
soccer games and other promotional events, are recognized on the date of the relevant event.
    
    Motion picture production and distribution revenues are recognized as the films are
exhibited.
    
    Gaming revenues consist of the net win from gaming activities, which is the difference
between amounts wagered and amounts paid to winning patrons.
 (n) Retirement and Termination Benefits
   Employee Benefits
 (o) Income Taxes
     (p) Derivative Financial Instruments
   F-14




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##### Table of Contents



(q) Comprehensive Income
  (r) Stock-based Compensation
 Share-based
Payments, Share-based Payment,
 (s) Prior Years Financial Statements
   (t) Recently Issued Mexican FRS
 and Improvements to NIF 2010
 Cash and Cash Equivalents Cash
 Financial Information by Segments, Financial Information by Segments,
 Financial Information at Interim Dates, Financial Information at Interim Dates
  F-15




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##### Table of Contents



Recognition of the Effects of the 2010 Tax Reform in Income Taxes, Income Taxes,
 Improvements to NIF 2010 Accounting Changes and
Corrections of Errors Statement of Cash Flows Acquisition of Businesses Investments in Associates and Other Permanent Investments Related Parties
  2. Acquisitions, Investments and Dispositions
      F-16




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##### Table of Contents



3. Trade Notes and Accounts Receivable, Net
  2008
    
    
    2009Non-interest bearing notes received from customers as deposits and advances
    
    Ps.
    14,383,384
    
    
    Ps.
    14,515,450Accounts receivable, including value-added tax receivables related
to advertising services
    
    
    4,838,999
    
    
    
    5,430,943Allowance for doubtful accounts
    
    
    (1,022,503
    )
    
    
    (1,547,210
    )Ps.
    18,199,880
    
    
    Ps.
    18,399,183
 4. Transmission Rights and Programming
  2008
    
    
    2009Transmission rights
    
    Ps.
    5,764,887
    
    
    Ps.
    6,133,176Programming
    
    
    3,903,322
    
    
    
    4,155,2719,668,209
    
    
    
    10,288,447Non-current portion of:Transmission rights
    
    
    4,069,777
    
    
    
    3,790,714Programming
    
    
    2,254,984
    
    
    
    2,124,7456,324,761
    
    
    
    5,915,459Current portion of transmission rights and programming
    
    Ps.
    3,343,448
    
    
    Ps.
    4,372,988
  F-17




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##### Table of Contents



5. Investments
  Ownership %as of December 31,2008
    
    
    2009
    
    
    2009Accounted for by the equity method:Gestora de Inversiones Audiovisuales La Sexta,
S.A. and subsidiaries (collectively, La Sexta) (a)
    
    Ps.
    1,296,950
    
    
    Ps.
    1,043,752
    
    
    
    40.5
    %Ocesa Entretenimiento, S.A. de C.V. and subsidiaries
(collectively, OCEN) (b)
    
    
    457,598
    
    
    
    429,388
    
    
    
    40
    %Controladora Vuela Compañía de Aviación, S.A. de C.V.
and subsidiaries (collectively, Volaris) (c)
    
    
    80,381
    
    
    
    248,162
    
    
    
    25
    %TVI (see Note 2)
    
    
    367,856
    
    
    
    Other
    
    
    96,192
    
    
    
    301,3242,298,977
    
    
    
    2,022,626Other investments:Held-to-maturity debt securities (see Note 1(g)) (d)
    
    
    809,115
    
    
    
    1,169,611Available-for-sale investments (see Note 1(g)) (e)
    
    
    
    
    
    
    2,826,457Other
    
    
    240,518
    
    
    
    342,3291,049,633
    
    
    
    4,338,397Ps.
    3,348,610
    
    
    Ps.
    6,361,023
 (a)
    
    La Sexta is a free-to-air television channel in Spain. During 2007, 2008 and 2009, the Group
made additional capital contributions related to its interest in La Sexta in the amount of 65.9
million (Ps.1,004,697), 44.4 million (Ps.740,495) and 35.7 million (Ps.663,082), 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 (Ps.462,083) as a termination fee for the
cancellation of a call option to subscribe at a price of 80 million, a certain percentage of the
capital stock of Imagina (see Note 11).(b)
    
    OCEN is a majority-owned subsidiary of Corporación Interamericana de Entretenimiento, S.A. de
C.V., and is engaged in the live entertainment business in Mexico. In 2007, 2008 and 2009, OCEN
paid dividends to the Group in the aggregate amount of Ps.94,382, Ps.56,000 and Ps.56,000,
respectively (see Note 16).(c)
    
    Volaris is a low-cost carrier airline with a concession to operate in Mexico and abroad. In
2008 and 2009, the Group made additional capital contributions related to its 25% interest in
Volaris in the amount of U.S.$12 million (Ps.125,856) and U.S.$5 million (Ps.69,000), respectively
(see Note 16).(d)
    
    Held-to-maturity securities represent 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.(e)
    
    In the second half of 2009, the Group invested an aggregate amount of U.S.$180 million in a
telecom and media open-ended fund.  2007
    
    
    2008
    
    
    2009Equity in losses of affiliates, net
    
    Ps.
    (749,299
    )
    
    Ps.
    (1,049,934
    )
    
    Ps.
    (715,327
    )Equity in other comprehensive income (loss) of affiliates:Foreign currency translation adjustments, net
    
    
    171,297
    
    
    
    244,122
    
    
    
    (29,319
    )Result from holding non-monetary assets, net
    
    
    2,151
    
    
    
    
    
    
    
    Gain (loss) on equity accounts, net
    
    
    5,382
    
    
    
    (58,109
    )
    
    
    39,525Ps.
    (570,469
    )
    
    Ps.
    (863,921
    )
    
    Ps.
    (705,121
    )
  F-18




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##### Table of Contents



6. Property, Plant and Equipment, Net
  2008
    
    
    2009Buildings
    
    Ps.
    9,364,648
    
    
    Ps.
    9,424,738Buildings improvements
    
    
    1,813,972
    
    
    
    1,670,084Technical equipment(1)
    
    
    34,293,372
    
    
    
    38,838,481Satellite transponders
    
    
    1,789,890
    
    
    
    1,789,890Furniture and fixtures
    
    
    849,074
    
    
    
    836,038Transportation equipment
    
    
    1,657,389
    
    
    
    1,559,816Computer equipment(1)
    
    
    2,480,803
    
    
    
    3,089,962Leasehold improvements
    
    
    1,168,194
    
    
    
    1,383,54153,417,342
    
    
    
    58,592,550Accumulated depreciation
    
    
    (28,551,534
    )
    
    
    (32,145,471
    )24,865,808
    
    
    
    26,447,079Land
    
    
    4,867,621
    
    
    
    4,648,171Construction in progress
    
    
    1,064,969
    
    
    
    1,976,214Ps.
    30,798,398
    
    
    Ps.
    33,071,464
 (1)
    
    In 2009, includes technical and computer equipment in connection with the consolidation
of TVI, which began on October 1, 2009 (see Note 2).   7. Intangible Assets and Deferred Charges, Net
  2008
    
    
    2009Gross
    
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Net Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    Net CarryingAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    AmountIntangible assets with indefinite lives:Goodwill
    
    
    
    
    
    
    
    
    
    Ps.
    6,288,658
    
    
    
    
    
    
    
    
    
    
    Ps.
    3,133,802Publishing and TVI trademarks
    
    
    
    
    
    
    
    
    
    
    785,468
    
    
    
    
    
    
    
    
    
    
    
    1,264,555Television network concession
    
    
    
    
    
    
    
    
    
    
    650,603
    
    
    
    
    
    
    
    
    
    
    
    650,603Cablemás concession
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,052,190TVI concession (see Note 2)
    
    
    
    
    
    
    
    
    
    
    262,925
    
    
    
    
    
    
    
    
    
    
    
    262,925Telecom concession (see Note 2)
    
    
    
    
    
    
    
    
    
    
    783,290
    
    
    
    
    
    
    
    
    
    
    
    778,970Sky concession
    
    
    
    
    
    
    
    
    
    
    96,042
    
    
    
    
    
    
    
    
    
    
    
    96,042Intangible assets with finite lives and
deferred charges:Licenses and software
    
    Ps.
    1,456,410
    
    
    Ps.
    (822,708
    )
    
    
    633,702
    
    
    Ps.
    1,601,562
    
    
    Ps.
    (755,706
    )
    
    
    845,856Subscriber lists (see Note 2)
    
    
    1,206,278
    
    
    
    (687,103
    )
    
    
    519,175
    
    
    
    2,351,177
    
    
    
    (884,900
    )
    
    
    1,466,277Other intangible assets
    
    
    622,680
    
    
    
    (97,752
    )
    
    
    524,928
    
    
    
    760,021
    
    
    
    (108,092
    )
    
    
    651,929Deferred financing costs
(see Note 8)
    
    
    1,213,559
    
    
    
    (324,567
    )
    
    
    888,992
    
    
    
    1,403,430
    
    
    
    (387,715
    )
    
    
    1,015,715Ps.
    4,498,927
    
    
    Ps.
    (1,932,130
    )
    
    Ps.
    11,433,783
    
    
    Ps.
    6,116,190
    
    
    Ps.
    (2,136,413
    )
    
    Ps.
    11,218,864
   F-19




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##### Table of Contents



ForeignBalance as of
    
    
    
    
    
    
    Currency
    
    
    
    
    
    
    Impairment
    
    
    Balance as ofDecember 31,
    
    
    
    
    
    
    Translation
    
    
    Adjustments/
    
    
    Adjustments
    
    
    December 31,2008
    
    
    Acquisitions
    
    
    Adjustments
    
    
    Reclassifications
    
    
    (see Note 17)
    
    
    2009Goodwill:Television Broadcasting
    
    Ps.
    482,731
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    (184,055
    )
    
    Ps.
    298,676Cable and Telecom
    
    
    4,259,514
    
    
    
    
    
    
    
    
    
    
    
    (2,167,533
    )
    
    
    (752,438
    )
    
    
    1,339,543Publishing Distribution
    
    
    693,554
    
    
    
    
    
    
    
    (1,517
    )
    
    
    (48,757
    )
    
    
    (26,113
    )
    
    
    617,167Other Businesses
    
    
    39,406
    
    
    
    24,077
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63,483Equity-method investees
(See Note 5)
    
    
    813,453
    
    
    
    
    
    
    
    
    
    
    
    1,480
    
    
    
    
    
    
    
    814,933Ps.
    6,288,658
    
    
    Ps.
    24,077
    
    
    Ps.
    (1,517
    )
    
    Ps.
    (2,214,810
    )
    
    Ps.
    (962,606
    )
    
    Ps.
    3,133,802Trademarks (see Note 2):Publishing
    
    Ps.
    663,057
    
    
    Ps.
    48,232
    
    
    Ps.
    (8,093
    )
    
    Ps.
    
    
    
    Ps.
    (197,488
    )
    
    Ps.
    505,708Telecom
    
    
    33,059
    
    
    
    
    
    
    
    
    
    
    
    636,436
    
    
    
    
    
    
    
    669,495TVI
    
    
    89,352
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89,352Ps.
    785,468
    
    
    Ps.
    48,232
    
    
    Ps.
    (8,093
    )
    
    Ps.
    636,436
    
    
    Ps.
    (197,488
    )
    
    Ps.
    1,264,555
 8. Long-term Debt and Capital Lease Obligations
  2008
    
    
    2009U.S. Dollar debt:8% Senior Notes due 2011 (1)
    
    Ps.
    995,802
    
    
    Ps.
    941,1196% Senior Notes due 2018 (1)
    
    
    6,920,000
    
    
    
    6,540,0006.625% Senior Notes due 2025 (1)
    
    
    8,304,000
    
    
    
    7,848,0008.50% Senior Notes due 2032 (1)
    
    
    4,152,000
    
    
    
    3,924,0006.625% Senior Notes due 2040 (1)
    
    
    
    
    
    
    7,848,0009.375% Senior Guaranteed Notes due 2015 (Cablemás) (2)
    
    
    2,417,848
    
    
    
    2,285,076Bank loan facility (Empresas Cablevisión) (3)
    
    
    3,114,000
    
    
    
    2,943,000Bank loan facility (Cablemás) (3)
    
    
    692,000
    
    
    
    654,000Other (4)
    
    
    1,142,826
    
    
    
    33,015Total U.S. Dollar debt
    
    
    27,738,476
    
    
    
    33,016,210Mexican Peso debt:8.49% Senior Notes due 2037 (1)
    
    
    4,500,000
    
    
    
    4,500,000Bank loans (5)
    
    
    3,162,460
    
    
    
    2,400,000Bank loans (Sky) (6)
    
    
    3,500,000
    
    
    
    3,500,000Total Mexican Peso debt
    
    
    11,162,460
    
    
    
    10,400,000Total long-term debt
    
    
    38,900,936
    
    
    
    43,416,210Less: Current portion
    
    
    2,270,353
    
    
    
    1,433,015Long-term debt, net of current portion
    
    Ps.
    36,630,583
    
    
    Ps.
    41,983,195Capital lease obligations:Satellite transponder lease obligation (7)
    
    Ps.
    1,311,663
    
    
    Ps.
    1,108,451Other (8)
    
    
    62,128
    
    
    
    293,282Total capital lease obligations
    
    
    1,373,791
    
    
    
    1,401,733Less: Current portion
    
    
    151,628
    
    
    
    235,271Capital lease obligations, net of current portion
    
    Ps.
    1,222,163
    
    
    Ps.
    1,166,462
  F-20




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##### Table of Contents



(1)
    
    These Senior Notes due 2011, 2018, 2025, 2032, 2037 and 2040, in the outstanding
principal amount of U.S.$72 million, U.S.$500 million, U.S.$600 million, U.S.$300 million,
Ps.4,500,000 and U.S.$600 million, respectively, are unsecured obligations of the Company,
rank equally in right of payment with all existing and future unsecured and unsubordinated
indebtedness of the Company, and are junior in right of payment to all of the existing and
future liabilities of the Companys subsidiaries. Interest on the Senior Notes due 2011,
2018, 2025, 2032, 2037 and 2040, including additional amounts payable in respect of certain
Mexican withholding taxes, is 8.41%, 6.31%, 6.97%, 8.94%, 8.93% and 6.97% per annum,
respectively, and is payable semi-annually. These Senior Notes may not be redeemed prior to
maturity, except (i) in the event of certain changes in law affecting the Mexican
withholding tax treatment of certain payments on the securities, in which case the
securities will be redeemable, as a whole but not in part, at the option of the Company;
and (ii) in the event of a change of control, in which case the Company may be required to
redeem the securities at 101% of their principal amount. Also, the Company may, at its own
option, redeem the Senior Notes due 2018, 2025, 2037 and 2040, in whole or in part, at any
time at a redemption price equal to the greater of the principal amount of these Senior
Notes or the present value of future cash flows, at the redemption date, of principal and
interest amounts of the Senior Notes discounted at a fixed rate of comparable U.S. or
Mexican sovereign bonds. The Senior Notes due 2011, 2018, 2032 and 2040 were priced at
98.793%, 99.280%, 99.431% and 98.319%, respectively, for a yield to maturity of 8.179%,
6.097%, 8.553% and 6.755%, respectively. The Senior Notes due 2025 were issued in two
aggregate principal amounts of U.S.$400 million and U.S.$200 million, and were priced at
98.081% and 98.632%, respectively, for a yield to maturity of 6.802% and 6.787%,
respectively. The agreement of these Senior Notes contains covenants that limit the ability
of the Company and certain restricted subsidiaries engaged in Television Broadcasting, Pay
Television Networks and Programming Exports, to incur or assume liens, perform sale and
leaseback transactions, and consummate certain mergers, consolidations and similar
transactions. The Senior Notes due 2011, 2018, 2025, 2032, 2037 and 2040 are registered
with the U.S. Securities and Exchange Commission.(2)
    
    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, before November
15, 2010, at the principal amount plus a premium plus accrued and unpaid interest, and on or after 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.(3)
    
    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, 2009, 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.(4)
    
    Includes 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 (Ps.1,206,210). This line item also
includes for 2008 and 2009, outstanding balances of notes payable to banks with maturities
in 2010, bearing annual interest rates of 1.25 points above LIBOR.(5)
    
    Includes for 2008 and 2009, outstanding balances of long-term loans in the principal
amount of Ps.3,162,460 and Ps.2,400,000, respectively, in connection with certain credit
agreement entered into by the Company with a Mexican bank, with maturities from 2010
through 2012. Interest on this loan is 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. This line includes in
2009, outstanding balance of current-term loans with maturities in 2010, for TVIs
incorporation, bearing annual interest rates of 8.35% and the Mexican Interbank Interest
Rate (TIIE) plus 1.50% and 2.20%, payable on a monthly basis.(6)
    
    The balance in 2008 and 2009 includes two long-term loans entered into by Sky with
Mexican banks in the aggregate principal amount of Ps.3,500,000 with a maturity in 2016.
This Sky long-term indebtedness is guaranteed by the Company 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% through March and April 2009, respectively, and the TIIE plus 24 basis points
for the remaining period through maturity. Interest on these two long-term loans is payable
on a monthly basis. Under the terms of these loan agreements, Sky is required to maintain
(a) certain financial coverage ratios related to indebtedness and interest expense; and (b)
certain restrictive covenants on indebtedness, liens, asset sales, and certain mergers and
consolidations.(7)
    
    Sky is obligated to pay a monthly fee of U.S.$1.7 million under a capital lease
agreement entered into with Intelsat 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).(8)
    
    Includes minimum lease payments of property and equipment under leases that qualify as
capital leases. The capital leases have terms which expire at various dates through 2010 to
2022. F-21




---



##### Table of Contents



Maturities of Debt and Capital Lease Obligations
  2010
    
    Ps.
    1,433,0152011
    
    
    941,1192012
    
    
    4,597,0002013
    
    
    2014
    
    
    Thereafter
    
    
    36,445,076Ps.
    43,416,210
  2010
    
    Ps.
    372,1502011
    
    
    340,2982012
    
    
    332,9552013
    
    
    299,6632014
    
    
    287,633Thereafter
    
    
    233,0101,865,709Less: amount representing interest
    
    
    463,976Ps.
    1,401,733
 9. Financial Instruments
    F-22




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##### Table of Contents



2008
    
    
    2009Carrying Value
    
    
    Fair Value
    
    
    Carrying Value
    
    
    Fair ValueAssets:Temporary investments
    
    Ps.
    8,321,286
    
    
    Ps.
    8,321,286
    
    
    Ps.
    8,902,346
    
    
    Ps.
    8,902,346Held-to-maturity debt securities
(see Note 5)
    
    
    809,115
    
    
    
    755,997
    
    
    
    1,169,611
    
    
    
    1,196,146Available-for-sale investments
(see Note 5)
    
    
    
    
    
    
    
    
    
    
    2,826,457
    
    
    
    2,826,457Liabilities:Senior Notes due 2011, 2018,
2025, 2032 and 2040
    
    Ps.
    20,371,802
    
    
    Ps.
    17,713,899
    
    
    Ps.
    27,101,119
    
    
    Ps.
    27,841,242Senior Notes due 2037
    
    
    4,500,000
    
    
    
    4,129,740
    
    
    
    4,500,000
    
    
    
    4,055,580Senior Guaranteed Notes
due 2015 (Cablemás)
    
    
    2,417,848
    
    
    
    2,070,282
    
    
    
    2,285,076
    
    
    
    2,494,549Long-term notes payable
to Mexican banks
    
    
    6,662,460
    
    
    
    6,846,264
    
    
    
    5,900,000
    
    
    
    6,135,443Bank loan facility
(Empresas Cablevisión)
    
    
    3,114,000
    
    
    
    2,658,286
    
    
    
    2,943,000
    
    
    
    2,601,257Bank loan facility (Cablemás)
    
    
    692,000
    
    
    
    593,439
    
    
    
    654,000
    
    
    
    572,123
   Notional AmountsDerivative Financial Instruments
    
    Carrying Values
    
    
    (U.S. Dollars in Thousands)
    
    Maturity DatesAssets:Derivatives not recorded
as accounting hedges:Skys interest rate swaps (f)
    
    Ps.
    3,472
    
    
    Ps.1,400,000
    
    April 2016Cablemás forward and
cross-currency swaps (a)
    
    
    1,464,295
    
    
    U.S.$175,000/ Ps.1,880,375 andU.S.$175,000/ Ps.1,914,850
    
    November 2015Cross-currency interest rate swaps (b)
    
    
    78,904
    
    
    U.S.$889,736/ Ps.9,897,573
    
    March 2009 and March 2010Credit default swaps (c)
    
    
    7,913
    
    
    U.S.$24,500
    
    October and December 2009Derivatives recorded as accounting hedges:Cash flow hedges:Empresas Cablevisións
cross-currency swaps (d)
    
    
    668,945
    
    
    U.S.$225,000/ Ps.2,435,040
    
    December 2012Cablemás cross-currency swap (e)
    
    
    139,619
    
    
    U.S.$50,000/ Ps.541,275
    
    December 2012Total assets
    
    Ps.
    2,363,148
    (1)Liabilities:Derivatives not recorded as accounting hedges:Cablemás forward and swaption (a)
    
    Ps.
    600,819
    
    
    U.S.$175,000/Ps.1,914,850
    
    November 2015Cross-currency interest rate swaps (b)
    
    
    3,831
    
    
    U.S.$690,000/ Ps.7,735,198
    
    March 2010Total liabilities
    
    Ps.
    604,650
  F-23




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##### Table of Contents



Notional AmountsDerivative Financial Instruments
    
    Carrying Values
    
    
    (U.S. Dollars in Thousands)
    
    Maturity DatesAssets:Derivatives not recorded as accounting hedges:Cablemás forward (h)
    
    Ps.
    1,577
    
    
    U.S.$13,000/ Ps.170,908
    
    January, February and March 2010Cablemás forward and cross-currency swaps (a)
    
    
    1,001,055
    
    
    U.S.$175,000/ Ps.1,880,375 andU.S.$175,000/ Ps.1,914,850
    
    November 2015Cross-currency interest rate swaps (b)
    
    
    5,141
    
    
    U.S.$200,000/ Ps.2,165,550
    
    March 2010Derivatives recorded as accounting hedges:Cash flow hedges:Empresas
Cablevisións cross-currency swaps (d)
    
    
    419,974
    
    
    U.S.$225,000/ Ps.2,435,040
    
    December 2012Cablemás
cross-currency swap (e)
    
    
    91,804
    
    
    U.S.$50,000/ Ps.541,275
    
    December 2012Cross-currency
interest rate swaps (b)
    
    
    25,845
    
    
    U.S.$1,650,000/ Ps.21,240,300
    
    March and May 2011Total assets
    
    Ps.
    1,545,396
    (1)Liabilities:Derivatives not recorded as accounting hedges:Cablemás forward and swaption (a)
    
    Ps.
    486,228
    
    
    U.S.$175,000/Ps.1,914,850
    
    November 2015Skys interest rate swaps (f)
    
    
    26,410
    
    
    Ps.1,400,000
    
    April 2016Cablemás embedded derivatives (g)
    
    
    10,990
    
    
    U.S.$7,176
    
    December 2010 to February 2018Total liabilities
    
    Ps.
    523,628
 (1)
    
    Includes short-term derivative financial instruments of Ps.46,588 and Ps.6,718 in 2008 and
2009, respectively, which were included in other accounts and notes receivables, net in the
consolidated balance sheet.(a)
    
    In 2005, 2006 and 2007, Cablemás entered into forward, interest-only cross-currency swaps and
swaption agreements, as amended, with a U.S. financial institution to hedge U.S.$175 million
of its U.S. Dollar foreign exchange and interest rate exposure related to its Senior
Guaranteed Notes due 2015. Under these transactions, (i) in 2015, Cablemás will receive and
make payments in the aggregate notional amounts of U.S.$175 million and Ps.1,880,375,
respectively; (ii) Cablemás makes semi-annual payments calculated based on a notional amount
of U.S.$175 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 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). The Group recorded the change in fair value of these transactions in
the integral cost of financing (foreign exchange gain or loss). In February 2010, Cablemás
cancelled the forward and interest-only cross-currency swaps agreements and entered into a
full cross currency swap and an interest rate swap agreements with a foreign financial
institution to hedge U.S.$175 million of its U.S. Dollar foreign exchange and interest rate
exposure related to its Senior Guaranteed Notes due 2015. Under these transactions, (i) in
2015, Cablemás will receive and make payments in the aggregate notional amounts of U.S.$175
million and Ps.1,880,375, respectively; (ii) Cablemás makes monthly payments calculated based
on an aggregate notional amount of Ps.1,880,375 at an annual rate of TIIE plus 182.3 basis
points, and Cablemás receives semi-annual payments calculated based on an aggregate notional
amount of $175 million at an annual rate of 6.445%; (iii) Cablemás receives monthly payments
calculated based on the aggregate notional amount of Ps.1,880,375 at an annual rate of TIIE
plus 182.3 basis points, and Cablemás makes monthly payments calculated based on an aggregate
notional amount of Ps.1,914,850 at an annual rate of 9.172% 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.(b)
    
    In order to reduce the adverse effects of exchange rates on the Senior Notes due 2011, 2018,
2025, 2032 and 2040, during 2004, 2005 and 2009, the Company entered into interest rate swap
agreements with various financial institutions that allow the Company to hedge against Mexican
Peso depreciation on interest payments to be made in 2009, 2010 and 2011. Under these
transactions, the Company receives semi-annual payments based on the aggregate notional amount
U.S.$889.7 million and U.S.$1,850 million as of December 31, 2008 and 2009, respectively, at
an average annual rate of 7.37% and 6.76%, respectively, and the Company makes semi-annual
payments based on an aggregate notional amount of Ps.9,897,573 and Ps.23,405,850 as of
December 31, 2008 and 2009, respectively, at an average annual rate of 8.28% and 7.03%,
respectively, without an exchange of the notional amount upon which the payments are based.
As a result of the change in fair value of these transactions, in the years ended December 31,
2007, 2008 and 2009, the Company recorded a gain (loss) of Ps.1,440, Ps.96,878 and
Ps.(25,280), respectively, relating to the interest rate swaps not recorded as accounting
hedges, in the integral cost of financing (foreign exchange gain or loss), and in the year
ended December 31, 2009, the Company recorded a gain of Ps.25,845 relating to the interest
rate swaps recorded as accounting hedges, in consolidated stockholders equity as accumulated
other comprehensive income or loss attributable to the controlling interest. 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.(c)
    
    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 million and U.S.$4.5 million, respectively.
These agreements expired during the fourth quarter of 2009.(d)
    
    In December 2007, in connection with the issuance of its U.S.$225 million long-term debt,
Empresas Cablevisión entered into a cross-currency swap agreement to hedge interest rate risk
and foreign currency exchange risk on such long-term debt. Under this agreement, Empresas
Cablevisión receives variable rate coupon payments in U.S. dollars at an annual interest rate
of LIBOR to 90 days plus 42.5 basis points, and principal amount payments in U.S. dollars, in
exchange for fixed rate coupon payments in Mexican Pesos at an annual interest rate of
8.3650%, and principal amount payments in Mexican Pesos. At the final exchange, Empresas
Cablevisión will receive a principal amount of U.S.$225 million, in exchange for Ps.2,435,040.
At December 31, 2008 and 2009, 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 and
Ps.400,577, respectively, together with
an unrealized foreign exchange loss of Ps.656,505 and Ps.485,505, respectively, related to the
long-term debt, in consolidated stockholders equity as accumulated other comprehensive income or
loss.  F-24




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##### Table of Contents



(e)
    
    In December 2007, in connection with the issuance of its U.S.$50 million long-term debt,
Cablemás entered into a cross-currency swap agreement to hedge interest rate risk and foreign
currency exchange risk on such long-term debt. Under this agreement, Cablemás 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 and 2009, 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 and Ps.122,421, respectively, together with an
unrealized foreign exchange loss of Ps.173,360 and Ps.138,670, respectively, related to the
long-term debt, in consolidated stockholders equity as accumulated other comprehensive income
or loss.(f)
    
    In February 2004, Sky entered into coupon swap agreements to hedge U.S.$.300 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. Under this transaction, Sky receives 28-day payments based
on an aggregate notional amount of Ps.1,400,000 at an annual variable rate of TIIE+24 basis
points and makes 28-day payments based on the same notional amount at an annual fixed rate of
8.415%. The Group recorded the change in fair value of this transaction in the consolidated
integral cost of financing (interest expense).(g)
    
    Certain Cablemás office lease agreements include embedded derivatives identified as forwards
for obligations denominated in U.S. Dollars. The Group recognizes changes in related fair
value as foreign exchange gain or loss in the integral cost of financing.(h)
    
    As of December 31, 2009, Cablemás had foreign currency contracts with an aggregate notional
amount of U.S.$13 million to exchange U.S. Dollars for Mexican Pesos at an average rate of
Ps.13.15 per U.S. Dollar in connection with 2010 cash flow requirements. 10. Retirement and Termination Benefits
     2008
    
    
    
    
    
    
    Seniority
    
    
    Severance
    
    
    2009Total
    
    
    Pensions
    
    
    Premiums
    
    
    Indemnities
    
    
    TotalVested benefit obligations
    
    Ps.
    97,551
    
    
    Ps.
    114,771
    
    
    Ps.
    276
    
    
    Ps.
    
    
    
    Ps.
    115,047Unvested benefit obligations
    
    
    1,744,917
    
    
    
    1,045,597
    
    
    
    266,834
    
    
    
    557,251
    
    
    
    1,869,682Defined benefit obligations
    
    
    1,842,468
    
    
    
    1,160,368
    
    
    
    267,110
    
    
    
    557,251
    
    
    
    1,984,729Fair value of plan assets
    
    
    1,404,589
    
    
    
    1,249,707
    
    
    
    499,922
    
    
    
    
    
    
    
    1,749,629Status of the plans
    
    
    (437,879
    )
    
    
    89,339
    
    
    
    232,812
    
    
    
    (557,251
    )
    
    
    (235,100
    )Unrecognized prior service cost
for transition liability
    
    
    156,120
    
    
    
    71,150
    
    
    
    36,686
    
    
    
    5,762
    
    
    
    113,598Unrecognized prior service cost
for plan amendments
    
    
    49,072
    
    
    
    124,849
    
    
    
    (63,459
    )
    
    
    655
    
    
    
    62,045Net actuarial (gain) loss
    
    
    (119,703
    )
    
    
    (304,281
    )
    
    
    8,517
    
    
    
    8,231
    
    
    
    (287,533
    )Net projected (liability) asset in the
consolidated balance sheet
    
    Ps.
    (352,390
    )
    
    Ps.
    (18,943
    )
    
    Ps.
    214,556
    
    
    Ps.
    (542,603
    )
    
    Ps.
    (346,990
    )
  F-25




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##### Table of Contents



2007
    
    
    2008
    
    
    2009Service cost
    
    Ps.
    97,878
    
    
    Ps.
    115,598
    
    
    Ps.
    125,269Interest cost
    
    
    55,804
    
    
    
    124,719
    
    
    
    139,505Prior service cost
    
    
    
    
    
    
    3,947
    
    
    
    1,583Expected return on plan assets
    
    
    (168,141
    )
    
    
    (321,805
    )
    
    
    (192,372
    )Net amortization and deferral
    
    
    (9,280
    )
    
    
    83,008
    
    
    
    (15,789
    )Net (income) cost
    
    Ps.
    (23,739
    )
    
    Ps.
    5,467
    
    
    Ps.
    58,196
  2008
    
    
    
    
    
    
    Seniority
    
    
    Severance
    
    
    2009Total
    
    
    Pensions
    
    
    Premiums
    
    
    Indemnities
    
    
    TotalDefined benefit obligationsBeginning of year
    
    Ps.
    1,547,809
    
    
    Ps.
    1,098,111
    
    
    Ps.
    274,043
    
    
    Ps.
    470,314
    
    
    Ps.
    1,842,468Service cost
    
    
    115,598
    
    
    
    61,937
    
    
    
    25,480
    
    
    
    37,852
    
    
    
    125,269Interest cost
    
    
    124,719
    
    
    
    86,368
    
    
    
    20,839
    
    
    
    32,298
    
    
    
    139,505Actuarial (gain) loss
    
    
    (153,921
    )
    
    
    (65,711
    )
    
    
    (39,380
    )
    
    
    14,235
    
    
    
    (90,856
    )Transition liability
    
    
    142,581
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Benefit paid
    
    
    (43,550
    )
    
    
    (20,337
    )
    
    
    (16,805
    )
    
    
    (13,136
    )
    
    
    (50,278
    )Acquisition of companies
    
    
    109,232
    
    
    
    
    
    
    
    2,933
    
    
    
    15,688
    
    
    
    18,621End of year
    
    
    1,842,468
    
    
    
    1,160,368
    
    
    
    267,110
    
    
    
    557,251
    
    
    
    1,984,729Fair value of plan assetsBeginning of year
    
    
    1,628,730
    
    
    
    1,024,239
    
    
    
    380,350
    
    
    
    
    
    
    
    1,404,589Actuarial return on plan assets
    
    
    321,805
    
    
    
    136,104
    
    
    
    56,268
    
    
    
    
    
    
    
    192,372Actuarial (gain) loss
    
    
    (516,813
    )
    
    
    109,577
    
    
    
    69,579
    
    
    
    
    
    
    
    179,156Contributions
    
    
    8,346
    
    
    
    
    
    
    
    7,499
    
    
    
    
    
    
    
    7,499Benefits paid
    
    
    (37,479
    )
    
    
    (20,213
    )
    
    
    (13,774
    )
    
    
    
    
    
    
    (33,987
    )End of year
    
    
    1,404,589
    
    
    
    1,249,707
    
    
    
    499,922
    
    
    
    
    
    
    
    1,749,629(Over) under funded status
of the plans
    
    Ps.
    (437,879
    )
    
    Ps.
    89,339
    
    
    Ps.
    232,812
    
    
    Ps.
    (557,251
    )
    
    Ps.
    (235,100
    )
  2008
    
    
    2009Equity Securities (1)
    
    
    62.6
    %
    
    
    46.0
    %Fixed rate instruments
    
    
    37.4
    %
    
    
    54.0
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
 (1)
    
    Included within plan assets at December 31, 2008 and 2009 are shares of the Group held
by the trust with a fair value of Ps.879,029 and Ps.779,920, respectively.  2008
    
    
    
    
    
    
    Seniority
    
    
    Severance
    
    
    2009Total
    
    
    Pensions
    
    
    Premiums
    
    
    Indemnities
    
    
    TotalBeginning net projected liability (asset)
    
    Ps.
    314,921
    
    
    Ps.
    (18,751
    )
    
    Ps.
    (92,098
    )
    
    Ps.
    463,239
    
    
    Ps.
    352,390Net periodic cost (income)
    
    
    5,467
    
    
    
    37,817
    
    
    
    (114,512
    )
    
    
    134,891
    
    
    
    58,196Net actuarial gain
    
    
    (41,215
    )
    
    
    
    
    
    
    
    
    
    
    (49,765
    )
    
    
    (49,765
    )Contributions
    
    
    (8,346
    )
    
    
    
    
    
    
    (7,499
    )
    
    
    
    
    
    
    (7,499
    )Benefits paid
    
    
    (6,071
    )
    
    
    (123
    )
    
    
    (3,033
    )
    
    
    (13,136
    )
    
    
    (16,292
    )Acquisition of companies
    
    
    87,634
    
    
    
    
    
    
    
    2,586
    
    
    
    7,374
    
    
    
    9,960End net projected liability (asset)
    
    Ps.
    352,390
    
    
    Ps.
    18,943
    
    
    Ps.
    (214,556
    )
    
    Ps.
    542,603
    
    
    Ps.
    346,990
  F-26




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##### Table of Contents



2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009PensionsDefined benefit obligations
    
    Ps.
    769,913
    
    
    Ps.
    834,123
    
    
    Ps.
    872,167
    
    
    Ps.
    1,098,111
    
    
    Ps.
    1,160,368Plan assets
    
    
    1,053,033
    
    
    
    1,254,603
    
    
    
    1,153,205
    
    
    
    1,024,239
    
    
    
    1,249,707Status of the plans
    
    
    283,120
    
    
    
    420,480
    
    
    
    281,038
    
    
    
    (73,872
    )
    
    
    89,339Actuarial adjustments (1)
    
    
    (510,763
    )
    
    
    (644,624
    )
    
    
    (435,665
    )
    
    
    (134,388
    )
    
    
    (304,281
    )Seniority PremiumsDefined benefit obligations
    
    Ps.
    271,299
    
    
    Ps.
    270,088
    
    
    Ps.
    261,941
    
    
    Ps.
    274,043
    
    
    Ps.
    267,110Plan assets
    
    
    486,482
    
    
    
    548,355
    
    
    
    475,525
    
    
    
    380,350
    
    
    
    499,922Status of the plans
    
    
    215,183
    
    
    
    278,267
    
    
    
    213,584
    
    
    
    106,307
    
    
    
    232,812Actuarial adjustments (1)
    
    
    (9,027
    )
    
    
    (92,444
    )
    
    
    (7,569
    )
    
    
    9,533
    
    
    
    8,517Severance IndemnitiesDefined benefit obligations
    
    Ps.
    314,215
    
    
    Ps.
    370,379
    
    
    Ps.
    413,701
    
    
    Ps.
    470,314
    
    
    Ps.
    557,251Plan assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Status of the plans
    
    
    (314,215
    )
    
    
    (370,379
    )
    
    
    (413,701
    )
    
    
    (470,314
    )
    
    
    (557,251
    )Actuarial adjustments (1)
    
    
    
    
    
    
    14,129
    
    
    
    (25,682
    )
    
    
    5,152
    
    
    
    8,231
 (1)
    
    On defined benefit obligations and plan assets. 11. Commitments and Contingencies
   Thousands ofU.S. Dollars2010
    
    U.S.$
    11,0262011
    
    
    9,4562012
    
    
    6,4672013
    
    
    2,7602014 and thereafter
    
    
    6,226U.S.$
    35,935
    2010
    
    Ps.
    208,7582011
    
    
    154,5192012
    
    
    145,1532013
    
    
    44,2032014
    
    
    10,187Thereafter
    
    
    154,502Ps.
    717,322
  F-27




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##### Table of Contents



Univision
     F-28




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##### Table of Contents



12. Capital Stock, Stock Purchase Plan and Long-term Retention Plan
 Capital Stock
    Authorized
    
    
    Repurchased
    
    
    Held by a
    
    
    Held by aand
    
    
    by the
    
    
    Companys
    
    
    CompanysIssued (1)
    
    
    Company (2)
    
    
    Trust (3)
    
    
    Subsidiary (3)
    
    
    OutstandingSeries A Shares
    
    
    119,879.1
    
    
    
    (331.9
    )
    
    
    (6,843.8
    )
    
    
    (1,173.4
    )
    
    
    111,530.0Series B Shares
    
    
    55,995.3
    
    
    
    (292.1
    )
    
    
    (3,524.2
    )
    
    
    (598.4
    )
    
    
    51,580.6Series D Shares
    
    
    85,333.7
    
    
    
    (464.7
    )
    
    
    (1,889.8
    )
    
    
    (919.2
    )
    
    
    82,060.0Series L Shares
    
    
    85,333.7
    
    
    
    (464.7
    )
    
    
    (1,889.8
    )
    
    
    (919.2
    )
    
    
    82,060.0Total shares
    
    
    346,541.8
    
    
    
    (1,553.4
    )
    
    
    (14,147.6
    )
    
    
    (3,610.2
    )
    
    
    327,230.6Shares in the form of CPOs
    
    
    285,257.5
    
    
    
    (1,553.4
    )
    
    
    (6,317.4
    )
    
    
    (3,072.6
    )
    
    
    274,314.1CPOs
    
    
    2,438.1
    
    
    
    (13.3
    )
    
    
    (53.9
    )
    
    
    (26.3
    )
    
    
    2,344.6
 (1)
    
    As of December 31, 2009, the authorized and issued capital stock amounted to
Ps.10,019,859 (nominal Ps.2,368,792).(2)
    
    In 2007, 2008 and 2009, the Company repurchased 7,861.2 million, 2,698.2 million and
1,553.4 million shares, respectively, in the form of 67.2 million, 23.1 million and 13.3
million CPOs, respectively, in the amount of Ps.4,049,902 Ps.1,112,568 and Ps.705,068,
respectively, in connection with a share repurchase program that was approved by the
Companys stockholders and is exercised at the discretion of management. In April 2007,
2008 and 2009, the Companys stockholders approved the cancellation of 8,275.8 million,
7,146.1 million and 1,421.2 million shares of capital stock, respectively, in the form of
70.7 million, 61.1 million and 12.1 million CPOs, respectively, which were repurchased by
the Company under this program.(3)
    
    In connection with the Companys Long-Term Retention Plan described below.     F-29




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##### Table of Contents



Stock Purchase Plan
   Long-Term Retention Plan
    Stock Purchase Plan
    
    Long Term Retention PlanArrangements:Year of grant
    
    2003
    
    2004
    
    2004
    
    2007
    
    2008
    
    2009Number of CPOs or CPOs
equivalent granted
    
    2,360
    
    32,918
    
    46,784
    
    5,971
    
    24,760
    
    24,857Contractual life
    
    3-5 years
    
    1-3 years
    
    4-6 years
    
    3-5 years
    
    3 years
    
    3  yearsAssumptions:Dividend yield
    
    3.00%
    
    3.00%
    
    3.00%
    
    3.00%
    
    3.00%
    
    3.00%Expected volatility (1)
    
    31.88%
    
    21.81%
    
    22.12%
    
    21.98%
    
    33.00%
    
    31.00%Risk-free interest rate
    
    9.35%
    
    6.52%
    
    8.99%
    
    7.54%
    
    8.87%
    
    5.00%Expected life of
awards (in years)
    
    4.01 years
    
    2.62 years
    
    4.68 years
    
    3.68 years
    
    2.84 years
    
    2.89 years
 (1)
    
    Volatility was determined by reference to historically observed prices of the Groups
CPOs.  2008
    
    
    2009CPOs or
    
    
    Weighted-
    
    
    CPOs or
    
    
    Weighted-CPOs
    
    
    Average
    
    
    CPOs
    
    
    Averageequivalent
    
    
    Exercise Price
    
    
    equivalent
    
    
    Exercise PriceStock Purchase Plan:Outstanding at beginning of year
    
    
    13,316
    
    
    
    14.13
    
    
    
    10,211
    
    
    
    13.96Granted
    
    
    134
    
    
    
    15.20
    
    
    
    
    
    
    
    Exercised
    
    
    (3,112
    )
    
    
    13.67
    
    
    
    (7,932
    )
    
    
    13.16Forfeited
    
    
    (127
    )
    
    
    10.58
    
    
    
    
    
    
    
    Outstanding at end of year
    
    
    10,211
    
    
    
    13.96
    
    
    
    2,279
    
    
    
    11.82Exercisable at end of year
    
    
    10,169
    
    
    
    13.99
    
    
    
    2,279
    
    
    
    11.82Long-Term Retention Plan:Outstanding at beginning of year
    
    
    47,654
    
    
    
    13.47
    
    
    
    64,443
    
    
    
    25.04Granted
    
    
    24,760
    
    
    
    43.55
    
    
    
    24,857
    
    
    
    34.88Exercised
    
    
    (7,041
    )
    
    
    10.05
    
    
    
    (8,735
    )
    
    
    8.56Forfeited
    
    
    (930
    )
    
    
    9.55
    
    
    
    (726
    )
    
    
    30.02Outstanding at end of year
    
    
    64,443
    
    
    
    25.04
    
    
    
    79,839
    
    
    
    29.75Exercisable at end of year
    
    
    9,927
    
    
    
    9.55
    
    
    
    12,897
    
    
    
    6.45
   F-30




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##### Table of Contents



13. Retained Earnings
        14. Comprehensive Income
  2007
    
    
    2008
    
    
    2009Net income
    
    Ps.
    8,082,463
    
    
    Ps.
    7,803,652
    
    
    Ps.
    6,007,143Other comprehensive income (loss), net:Foreign currency translation adjustments, net (1)
    
    
    204,174
    
    
    
    352,726
    
    
    
    (154,482
    )Result from holding non-monetary assets, net (2)
    
    
    23,491
    
    
    
    
    
    
    
    Reclassification adjustment for loss included in net income (3)
    
    
    565,862
    
    
    
    
    
    
    
    Unrealized gain on available-for-sale investments, net of income tax
    
    
    
    
    
    
    
    
    
    
    339,881Gain (loss) on equity accounts of investees, net (4)
    
    
    5,382
    
    
    
    (58,109
    )
    
    
    39,525Result from hedge derivative contracts, net of income taxes
    
    
    
    
    
    
    1,955
    
    
    
    (7,142
    )Total other comprehensive income, net
    
    
    798,909
    
    
    
    296,572
    
    
    
    217,782Comprehensive income
    
    Ps.
    8,881,372
    
    
    Ps.
    8,100,224
    
    
    Ps.
    6,224,925
 (1)
    
    The amounts for 2008 and 2009 are presented net of income tax provision (benefit) of
Ps.148,010 and Ps.(70,914), respectively.(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
income tax of Ps.7,523, (see Note 1(a)). (3)
    
    Related to the disposition of the Groups available-for-sale investment in Univision
(see Note 17).(4)
    
    Represents gains or losses in other stockholders equity accounts of equity investees,
as well as other comprehensive income recognized by equity investees.  F-31




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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-
    
    
    Holding
    
    
    Foreign
    
    
    Deferred
    
    
    OtherAccounts of
    
    
    Derivative
    
    
    Monetary
    
    
    For-Sale
    
    
    Non-Monetary
    
    
    Currency
    
    
    Income
    
    
    ComprehensiveInvestees
    
    
    Contracts
    
    
    Result
    
    
    Investments
    
    
    Assets
    
    
    Translation
    
    
    Taxes
    
    
    (Loss) IncomeBalance at January 1, 2007
    
    Ps.
    4,230,668
    
    
    Ps.
    
    
    
    Ps.
    (35,186
    )
    
    Ps.
    (565,862
    )
    
    Ps.
    (2,660,807
    )
    
    Ps.
    (1,552,753
    )
    
    Ps.
    (3,224,437
    )
    
    Ps.
    (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
    )
    
    
    1,955
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    352,726
    
    
    
    
    
    
    
    296,572Balance at
December 31, 2008
    
    
    4,177,941
    
    
    
    1,955
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (995,853
    )
    
    
    
    
    
    
    3,184,043Current year change
    
    
    39,525
    
    
    
    (7,142
    )
    
    
    
    
    
    
    339,881
    
    
    
    
    
    
    
    (154,482
    )
    
    
    
    
    
    
    217,782Balance at
December 31, 2009
    
    Ps.
    4,217,466
    
    
    Ps.
    (5,187
    )
    
    Ps.
    
    
    
    Ps.
    339,881
    
    
    Ps.
    
    
    
    Ps.
    (1,150,335
    )
    
    Ps.
    
    
    
    Ps.
    3,401,825
   15. Noncontrolling Interest
  2008
    
    
    2009Capital stock (1) (2)
    
    Ps.
    2,294,678
    
    
    Ps.
    2,158,701Additional paid-in capital (1)
    
    
    1,082,001
    
    
    
    2,740,712Legal reserve
    
    
    99,622
    
    
    
    140,259Retained earnings from prior years (2)
    
    
    865,486
    
    
    
    675,751Net income for the year
    
    
    927,005
    
    
    
    575,554Other comprehensive income:Cumulative result from hedge derivative contracts, net of income taxes
    
    
    1,295
    
    
    
    (23,546
    )Cumulative result from foreign currency translation
    
    
    12,260
    
    
    
    4,926Other
    
    
    (49,513
    )
    
    
    29,995Ps.
    5,232,834
    
    
    Ps.
    6,302,352
 (1)
    
    In June 2009, the stockholders of Empresas Cablevisión made a capital contribution in
cash to increase the capital stock of this Companys subsidiary in the aggregate amount of
Ps.3,699,652, of which Ps.1,811,800 was contributed by the noncontrolling interest.(2)
    
    Effective October 1, 2009, the Group began to consolidate the assets and liabilities of
TVI (see Note 2).  F-32




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##### Table of Contents



16. Transactions with Related Parties
  2007
    
    
    2008
    
    
    2009Revenues:Programming production and transmission rights (a)
    
    Ps.
    98,836
    
    
    Ps.
    69,911
    
    
    Ps.
    14,482Administrative services (b)
    
    
    65,586
    
    
    
    80,297
    
    
    
    39,425Advertising (c)
    
    
    80,122
    
    
    
    60,647
    
    
    
    54,026Ps.
    244,544
    
    
    Ps.
    210,855
    
    
    Ps.
    107,933Costs:Donations
    
    Ps.
    98,029
    
    
    Ps.
    72,617
    
    
    Ps.
    107,842Administrative services (b)
    
    
    30,101
    
    
    
    16,577
    
    
    
    27,750Technical services (d)
    
    
    74,015
    
    
    
    93,321
    
    
    
    103,909Other
    
    
    189,699
    
    
    
    13,478
    
    
    
    47,897Ps.
    391,844
    
    
    Ps.
    195,993
    
    
    Ps.
    287,398
 (a)
    
    Services rendered to Endemol in 2007 and other affiliates in 2007, 2008 and 2009.(b)
    
    The Group receives revenue from and is charged by affiliates for various services, such as
equipment rental, security and other services, at rates which are negotiated. The Group
provides management services to affiliates, which reimburse the Group for the incurred payroll
and related expenses.(c)
    
    Advertising services rendered to OCEN and Volaris in 2007, 2008 and 2009.(d)
    
    In 2007, 2008 and 2009, Sky received services from a subsidiary of DirecTV Latin America for
play-out, uplink and downlink of signals.  (1)
    
    A consulting firm owned by a relative of one of the Groups directors, which has provided
consulting services and research in connection with the effects of the Groups programming on
its viewing audience. Total fees for such services during 2007, 2008 and 2009 amounted to
Ps.20,816, Ps.20,811 and Ps.21,215, respectively.
 (2)
    
    From time to time, a Mexican bank made loans to the Group, on terms substantially similar to
those offered by the bank to third parties. Some members of the Groups Board serve as board
members of this bank.
 (3)
    
    Two of the Groups directors 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 2007, 2008 and 2009, a professional services firm in which a current director of the
Company maintains an interest provided legal advisory services to the Group in connection with
various corporate matters. Total fees for such services amounted to Ps.21,831, Ps.15,550 and
Ps.13,459, 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 2007 and 2008, in the amount of Ps.153,364 and Ps.973, respectively.
 (7)
    
    During 2007, 2008 and 2009 the Group paid sale commissions to a company where a member of the
board and executive of the Company is a stockholder, in the amount of Ps.49,614, Ps.8,731 and
Ps.723, respectively.
 (8)
    
    During 2007, 2008 and 2009, 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.189,852, Ps.234,296 and Ps.233,707, respectively.
 (9)
    
    During 2009, a professional services firm in which two current directors of the Company
maintain an interest provided finance advisory services to the Group in connection with
various corporate matters. Total fees for such services amounted to Ps.13,854.
  F-33




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##### Table of Contents



17. Other Expense, Net
  2007
    
    
    2008
    
    
    2009Loss (gain) on disposition of investments, net (see Note 2) (1)
    
    Ps.
    669,473
    
    
    Ps.
    12,931
    
    
    Ps.
    (90,565
    )Donations (see Note 16)
    
    
    150,224
    
    
    
    78,856
    
    
    
    133,325Financial advisory and professional services (2)
    
    
    191,495
    
    
    
    21,532
    
    
    
    188,825Employees profit sharing (3)
    
    
    20,821
    
    
    
    27,345
    
    
    
    37,033Loss on disposition of fixed assets
    
    
    37,989
    
    
    
    45,394
    
    
    
    233,540Impairment adjustments (4)
    
    
    493,693
    
    
    
    609,595
    
    
    
    1,160,094Termination fee income for the cancellation of a call option (see Note 5)
    
    
    (462,083
    )
    
    
    
    
    
    
    Other (income) expense, net (5)
    
    
    (148,260
    )
    
    
    156,486
    
    
    
    102,594Ps.
    953,352
    
    
    Ps.
    952,139
    
    
    Ps.
    1,764,846
 (1)
    
    In 2007, includes Ps.565,862 related to a reclassification of comprehensive loss
recognized in other expense in connection with the disposition of the Groups available
for sale investment in Univision (see Note 14).(2)
    
    Includes financial advisory services in connection with contemplated dispositions and
strategic planning projects and professional services in connection with certain litigation
and other matters, net in 2008 of Ps.284,472 related to certain payments from Univision
that had previously been recorded by the Group as customer deposits and advances
(Ps.236,032) as well as a settlement amount of U.S.$3.5 million (Ps.48,440) paid by
Univision to the Company (see Notes 2, 11 and 16).(3)
    
    The Mexican companies in the Group are required by law to pay employees, in addition to
their agreed compensation and benefits, employees profit sharing at the statutory rate of
10% based on their respective taxable incomes (calculated without reference to inflation
adjustments and tax loss carryforwards).(4)
    
    During 2007, 2008 and 2009, 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 goodwill in 2007, and trademarks and goodwill in 2008
and 2009. (see Note 7).(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, Net
  2007
    
    
    2008
    
    
    2009Interest expense (1)
    
    Ps.
    2,176,998
    
    
    Ps.
    2,816,369
    
    
    Ps.
    3,136,411Interest income
    
    
    (1,844,653
    )
    
    
    (1,299,789
    )
    
    
    (1,053,411
    )Foreign exchange (gain) loss, net (2)
    
    
    (215,897
    )
    
    
    (685,698
    )
    
    
    890,254Loss from monetary position (3)
    
    
    293,766
    
    
    
    
    
    
    
    Ps.
    410,214
    
    
    Ps.
    830,882
    
    
    Ps.
    2,973,254
 (1)
    
    Interest expense in 2007, includes Ps.13,034, 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 and Ps.123,242, in 2008 and 2009, respectively (see Notes 8 and 9).(2)
    
    Includes in 2007, 2008 and 2009, a net (gain) loss from foreign currency derivative
contracts of Ps.(39,087), Ps.(889,562) and Ps.529,621, respectively. A foreign exchange
loss in 2007 of Ps.211,520, related to the hedge for the Groups net investment in
Univision, was recognized 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 2007 of Ps.135,548, arising
from temporary differences of non-monetary items in calculating deferred income tax (see
Notes 1(a) and 19).  F-34




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##### Table of Contents



19. Income Taxes
      2007
    
    
    2008
    
    
    2009Income taxes, current
    
    Ps.
    3,707,763
    
    
    Ps.
    3,146,339
    
    
    Ps.
    4,040,332Income taxes, deferred
    
    
    (358,122
    )
    
    
    417,856
    
    
    
    (919,588
    )Ps.
    3,349,641
    
    
    Ps.
    3,564,195
    
    
    Ps.
    3,120,744
  %
    
    
    %
    
    
    %2007
    
    
    2008
    
    
    2009Statutory income tax rate
    
    
    28
    
    
    
    28
    
    
    
    28Differences in inflation adjustments for tax and book purposes
    
    
    2
    
    
    
    1
    
    
    
    Unconsolidated income tax
    
    
    1
    
    
    
    1
    
    
    
    1Noncontrolling interest
    
    
    (4
    )
    
    
    
    
    
    
    1Changes in valuation allowances:Asset tax
    
    
    3
    
    
    
    (3
    )
    
    
    Tax loss carryforwards
    
    
    
    
    
    
    
    
    
    
    1Goodwill
    
    
    
    
    
    
    
    
    
    
    2Foreign operations
    
    
    (5
    )
    
    
    4
    
    
    
    (1
    )Equity in losses of affiliates, net
    
    
    2
    
    
    
    2
    
    
    
    2Tax losses of subsidiaries, net
    
    
    
    
    
    
    
    
    
    
    (4
    )Flat rate business tax
    
    
    
    
    
    
    (4
    )
    
    
    2Effective income tax rate
    
    
    27
    
    
    
    29
    
    
    
    32
  F-35




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##### Table of Contents



Amount
    
    
    ExpirationOperating tax loss carryforwards:Unconsolidated:Mexican subsidiaries (1)
    
    Ps.
    2,990,507
    
    
    From 2010 to 2019Non-Mexican subsidiaries (2)
    
    
    3,184,368
    
    
    From 2010 to 2029Ps.
    6,174,875
 (1)
    
    During 2007, 2008 and 2009, certain Mexican subsidiaries utilized unconsolidated
operating tax loss carryforwards of Ps.3,438,922, Ps.699,845 and Ps.1,254,029,
respectively. In 2007, 2008 and 2009, the carryforwards amounts include the operating tax
loss carryforwards related to the noncontrolling interest of Sky.(2)
    
    Approximately for the equivalent of U.S.$243.5 million related to losses from
subsidiaries in Europe, South America and the United States.   2008
    
    
    2009Assets:Accrued liabilities
    
    Ps.
    775,913
    
    
    Ps.
    884,255Goodwill
    
    
    1,062,680
    
    
    
    1,396,040Tax loss carryforwards
    
    
    805,779
    
    
    
    897,152Allowance for doubtful accounts
    
    
    339,977
    
    
    
    428,605Customer advances
    
    
    802,919
    
    
    
    839,012Other items
    
    
    269,670
    
    
    
    447,936Liabilities:Inventories
    
    
    (259,418
    )
    
    
    (379,286
    )Property, plant and equipment, net
    
    
    (1,520,432
    )
    
    
    (1,365,307
    )Prepaid expenses
    
    
    (1,539,708
    )
    
    
    (1,619,263
    )Tax losses of subsidiaries, net (a)
    
    
    (465,294
    )
    
    
    (161,686
    )Deferred income taxes of Mexican companies
    
    
    272,086
    
    
    
    1,367,458Deferred income taxes of foreign subsidiaries
    
    
    (81,575
    )
    
    
    160,462Asset tax
    
    
    891,094
    
    
    
    925,496Flat rate business tax
    
    
    40,095
    
    
    
    23,097Valuation allowances (b)
    
    
    (3,386,861
    )
    
    
    (3,826,622
    )Dividends distributed among Groups entities (a) (c)
    
    
    
    
    
    
    (548,503
    )Deferred income tax liability, net
    
    Ps.
    (2,265,161
    )
    
    Ps.
    (1,898,612
    )Deferred tax liability current portion (d)
    
    Ps.
    
    
    
    Ps.
    (133,231
    )Deferred tax liability long-term
    
    
    (2,265,161
    )
    
    
    (1,765,381
    )Ps.
    (2,265,161
    )
    
    Ps.
    (1,898,612
    )
 (a)
    
    In 2009, reflects the effects of income tax payable in connection with the 2010 Mexican Tax
reform (see Note 1(t)).(b)
    
    Reflects valuation allowances of foreign subsidiaries of Ps.627,308 and Ps.607,934 as of
December 31, 2008 and 2009, respectively.(c)
    
    Income tax provision recorded in December 2009 as an adjustment to retained earnings.(d)
    
    Income tax provision accounted for as taxes payable in the consolidated balance sheet as of
December 31, 2009.  F-36




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##### Table of Contents



Tax LossCarryforwards
    
    
    Asset Tax
    
    
    Goodwill
    
    
    TotalBalance at beginning of year
    
    Ps.
    (1,433,087
    )
    
    Ps.
    (891,094
    )
    
    Ps.
    (1,062,680
    )
    
    Ps.
    (3,386,861
    )Increases
    
    
    (71,999
    )
    
    
    (34,402
    )
    
    
    (333,360
    )
    
    
    (439,761
    )Balance at end of year
    
    Ps.
    (1,505,086
    )
    
    Ps.
    (925,496
    )
    
    Ps.
    (1,396,040
    )
    
    Ps.
    (3,826,622
    )
  Charge to the stockholders equity
    
    Ps.
    548,804Credit to the provision for deferred income tax
    
    
    (919,588
    )Credit to other expense, net
    
    
    (3,844
    )Initial consolidation of TVI
    
    
    8,079Ps.
    (366,549
    )
 20. Earnings per CPO/Share
  2007
    
    
    2008
    
    
    2009Total Shares
    
    
    333,652,535
    
    
    
    329,579,613
    
    
    
    329,304,371CPOs
    
    
    2,399,453
    
    
    
    2,364,642
    
    
    
    2,362,289Shares 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
  2007
    
    
    2008
    
    
    2009Per 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.
    2.84
    
    
    Ps.
    0.02
    
    
    Ps.
    2.77
    
    
    Ps.
    0.02
    
    
    Ps.
    2.14
    
    
    Ps.
    0.02Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Controlling interest net income
    
    Ps.
    2.84
    
    
    Ps.
    0.02
    
    
    Ps.
    2.77
    
    
    Ps.
    0.02
    
    
    Ps.
    2.14
    
    
    Ps.
    0.02
  F-37




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##### Table of Contents



21. Foreign Currency Position
  ForeignCurrencyAmounts
    
    
    Year-End
    
    
    Mexican(Thousands)
    
    
    Exchange Rate
    
    
    PesosAssets:U.S. Dollars
    
    
    2,413,980
    
    
    Ps.
    13.0800
    
    
    Ps.
    31,574,858Euros
    
    
    78,148
    
    
    
    18.7449
    
    
    
    1,464,876Argentinean Pesos
    
    
    117,177
    
    
    
    3.4421
    
    
    
    403,335Chilean Pesos
    
    
    21,212,720
    
    
    
    0.0257
    
    
    
    545,167Colombian Pesos
    
    
    16,647,701
    
    
    
    0.0063
    
    
    
    104,881Other currencies
    
    
    
    
    
    
    
    
    
    
    146,844Liabilities:U.S. Dollars
    
    
    3,035,255
    
    
    Ps.
    13.0800
    
    
    Ps.
    39,701,135Euros
    
    
    21,722
    
    
    
    18.7449
    
    
    
    407,177Argentinean Pesos
    
    
    73,979
    
    
    
    3.4421
    
    
    
    254,643Chilean Pesos
    
    
    25,750,390
    
    
    
    0.0257
    
    
    
    661,785Colombian Pesos
    
    
    17,575,627
    
    
    
    0.0063
    
    
    
    110,726Brazilian Reales
    
    
    36,400
    
    
    
    7.4979
    
    
    
    272,924Other currencies
    
    
    
    
    
    
    
    
    
    
    110,002
  U.S. DollarEquivalent of otherForeign Currency
    
    
    TotalU.S. Dollar
    
    
    Transactions
    
    
    U.S. Dollar
    
    
    Mexican(Thousands)
    
    
    (Thousands)
    
    
    (Thousands)
    
    
    Pesos (1)Income:Revenues
    
    U.S.$
    582,105
    
    
    U.S.$
    134,262
    
    
    U.S.$
    716,367
    
    
    Ps.
    9,370,080Other income
    
    
    70,648
    
    
    
    4,116
    
    
    
    74,764
    
    
    
    977,913Interest income
    
    
    61,739
    
    
    
    1,033
    
    
    
    62,772
    
    
    
    821,058U.S.$
    714,492
    
    
    U.S.$
    139,411
    
    
    U.S.$
    853,903
    
    
    Ps.
    11,169,051Purchases, costs and expenses:Purchases of inventories
    
    U.S.$
    241,510
    
    
    U.S.$
    26,172
    
    
    U.S.$
    267,682
    
    
    Ps.
    3,501,281Purchases of property
and equipment
    
    
    254,390
    
    
    
    2,512
    
    
    
    256,902
    
    
    
    3,360,278Investments
    
    
    5,248
    
    
    
    48,215
    
    
    
    53,463
    
    
    
    699,296Costs and expenses
    
    
    519,947
    
    
    
    132,171
    
    
    
    652,118
    
    
    
    8,529,703Interest expense
    
    
    128,939
    
    
    
    191
    
    
    
    129,130
    
    
    
    1,689,020U.S.$
    1,150,034
    
    
    U.S.$
    209,261
    
    
    U.S.$
    1,359,295
    
    
    Ps.
    17,779,578Net
    
    U.S.$
    (435,542
    )
    
    U.S.$
    (69,850
    )
    
    U.S.$
    (505,392
    )
    
    Ps.
    (6,610,527
    )
 (1)
    
    Income statement amounts translated at the year-end exchange rate of Ps.13.08 are for
reference purposes only; does not indicate the actual amounts accounted for in the
financial statements (see Note 1(c)).    F-38




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##### Table of Contents



22. Segment Information
   Television Broadcasting
  Pay Television Networks
  Programming Exports
  Publishing
  Sky
  Cable and Telecom
   F-39




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##### Table of Contents



Other Businesses
   Intersegment
    
    
    Consolidated
    
    
    SegmentTotal Revenues
    
    
    Revenues
    
    
    Revenues
    
    
    Income (Loss)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)2009:Television Broadcasting
    
    Ps.
    21,561,636
    
    
    Ps.
    163,054
    
    
    Ps.
    21,398,582
    
    
    Ps.
    10,323,899Pay Television Networks
    
    
    2,736,579
    
    
    
    795,139
    
    
    
    1,941,440
    
    
    
    1,660,364Programming Exports
    
    
    2,845,918
    
    
    
    16,915
    
    
    
    2,829,003
    
    
    
    1,437,220Publishing
    
    
    3,356,056
    
    
    
    15,510
    
    
    
    3,340,546
    
    
    
    190,709Sky
    
    
    10,005,216
    
    
    
    15,227
    
    
    
    9,989,989
    
    
    
    4,478,847Cable and Telecom
    
    
    9,241,787
    
    
    
    65,174
    
    
    
    9,176,613
    
    
    
    2,971,868Other Businesses
    
    
    3,771,444
    
    
    
    95,116
    
    
    
    3,676,328
    
    
    
    (318,201
    )Segment totals
    
    
    53,518,636
    
    
    
    1,166,135
    
    
    
    52,352,501
    
    
    
    20,744,706Reconciliation to consolidated amounts:Eliminations and corporate expenses
    
    
    (1,166,135
    )
    
    
    (1,166,135
    )
    
    
    
    
    
    
    (658,249
    )Depreciation and amortization expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,929,589
    )Consolidated total
    
    Ps.
    52,352,501
    
    
    Ps.
    
    
    
    Ps.
    52,352,501
    
    
    Ps.
    15,156,868
    (1)
 (1)
    
    Consolidated totals represent consolidated operating income.  F-40




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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
    
    
    Equipment2007: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.
    5,191,4462009:Continuing operations:Television operations (1)
    
    Ps.
    74,038,118
    
    
    Ps.
    29,299,493
    
    
    Ps.
    1,430,521Publishing
    
    
    3,096,383
    
    
    
    765,645
    
    
    
    19,788Sky
    
    
    9,705,015
    
    
    
    6,852,274
    
    
    
    1,727,163Cable and Telecom
    
    
    24,338,625
    
    
    
    9,769,453
    
    
    
    3,205,784Other Businesses
    
    
    5,895,410
    
    
    
    1,808,245
    
    
    
    271,656Total
    
    Ps.
    117,073,551
    
    
    Ps.
    48,495,110
    
    
    Ps.
    6,654,912
 (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-41




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##### Table of Contents



2008
    
    
    2009Segment assets
    
    Ps.
    113,193,537
    
    
    Ps.
    117,073,551Investments attributable to:Television operations (1)
    
    
    2,086,163
    
    
    
    5,171,016Cable and Telecom
    
    
    430,699
    
    
    
    211,965Other Businesses
    
    
    879,292
    
    
    
    1,027,066Goodwill net attributable to:Television operations
    
    
    482,697
    
    
    
    322,719Publishing
    
    
    693,590
    
    
    
    617,203Cable and Telecom
    
    
    4,280,513
    
    
    
    1,339,542Other Businesses
    
    
    805,314
    
    
    
    805,314Total assets
    
    Ps.
    122,851,805
    
    
    Ps.
    126,568,376
 (1)
    
    Includes goodwill attributable to equity investments of Ps.47,544 and Ps.49,024 in 2008
and 2009, respectively.   2008
    
    
    2009Segment liabilities
    
    Ps.
    47,565,867
    
    
    Ps.
    48,495,110Notes payable and long-term debt not attributable to segments
    
    
    28,034,262
    
    
    
    33,601,119Total liabilities
    
    Ps.
    75,600,129
    
    
    Ps.
    82,096,229
 Geographical segment information:
 Additions toTotal
    
    
    Segment Assets
    
    
    Property, PlantNet Sales
    
    
    at Year-End
    
    
    and Equipment2007: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.
    5,191,4462009:Mexico
    
    Ps.
    44,574,144
    
    
    Ps.
    96,678,472
    
    
    Ps.
    6,606,342Other countries
    
    
    7,778,357
    
    
    
    20,395,079
    
    
    
    48,570Ps.
    52,352,501
    
    
    Ps.
    117,073,551
    
    
    Ps.
    6,654,912
   F-42




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##### Table of Contents



23. Differences between Mexican FRS and U.S. GAAP
  Reconciliation of Net Income
 2007
    
    
    2008
    
    
    2009Controlling interest net income as reported under
Mexican FRS
    
    Ps.
    8,082,463
    
    
    Ps.
    7,803,652
    
    
    Ps.
    6,007,143U.S. GAAP adjustments:(a) Capitalization of financing costs, net of
accumulated depreciation
    
    
    92,713
    
    
    
    105,205
    
    
    
    19,622(b) Deferred costs, net of amortization
    
    
    97,672
    
    
    
    15,818
    
    
    
    (c) Deferred debt refinancing costs, net of amortization
    
    
    31,420
    
    
    
    31,574
    
    
    
    31,317(d) Equipment inflation restatement, net of depreciation
    
    
    (43,042
    )
    
    
    
    
    
    
    (e) Purchase accounting adjustments:Amortization of network affiliation agreements
    
    
    (7,159
    )
    
    
    (4,176
    )
    
    
    Depreciation of fixed assets
    
    
    (12,118
    )
    
    
    (12,118
    )
    
    
    (12,118
    )Amortization of other assets
    
    
    (5,006
    )
    
    
    (5,006
    )
    
    
    (5,006
    )Impairment of goodwill for Bay City Television
    
    
    493,693
    
    
    
    427,095
    
    
    
    184,055Impairment of goodwill for Editorial Televisa
    
    
    
    
    
    
    
    
    
    
    (611,977
    )Amortization of subscribers list
    
    
    (156,268
    )
    
    
    (156,268
    )
    
    
    (156,268
    )(g) Equity method investees:Cablemás
    
    
    (25,057
    )
    
    
    
    
    
    
    (h) Univision investment:Sale of investment
    
    
    (298,336
    )
    
    
    
    
    
    
    (j) Production and film costs
    
    
    23,895
    
    
    
    (133,983
    )
    
    
    (21,338
    )(k) Deferred income taxes and employees profit sharing:Deferred income taxes(1)
    
    
    (5,905
    )
    
    
    49,565
    
    
    
    91,356Impact of 2010 Mexican tax reform
    
    
    
    
    
    
    
    
    
    
    (548,503
    )Deferred employees profit sharing(1)
    
    
    (33,252
    )
    
    
    19,065
    
    
    
    7,357(l) Maintenance reserve
    
    
    (3,949
    )
    
    
    (18,062
    )
    
    
    (m) Noncontrolling interest on U.S. GAAP adjustments
    
    
    1,632
    
    
    
    7,465
    
    
    
    Total U.S. GAAP adjustments, net
    
    
    150,933
    
    
    
    326,174
    
    
    
    (1,021,503
    )Net income attributable to the controlling interest
under U.S. GAAP
    
    
    8,233,396
    
    
    
    8,129,826
    
    
    
    4,985,640Net income attributable to the noncontrolling interest
under U.S. GAAP
    
    
    934,295
    
    
    
    919,540
    
    
    
    575,554Consolidated net income under U.S. GAAP
    
    Ps.
    9,167,691
    
    
    Ps.
    9,049,366
    
    
    Ps.
    5,561,194
 
 (1)
    
    Net of inflation effects in 2007. Effective January 1, 2008, the Group discontinued
recognizing the effects of inflation (see Note 1(a)).  F-43




---



##### Table of Contents



Reconciliation of Stockholders Equity
 2008
    
    
    2009Total stockholders equity under Mexican FRS
    
    Ps.
    47,251,676
    
    
    Ps.
    44,472,147U.S. GAAP adjustments:(a) Capitalization of financing costs, net of accumulated depreciation
    
    
    (650,888
    )
    
    
    (631,266
    )(c) Deferred debt refinancing costs, net of amortization
    
    
    (510,258
    )
    
    
    (478,941
    )(e) Purchase accounting adjustments:Broadcast license
    
    
    119,913
    
    
    
    119,913Fixed assets
    
    
    30,289
    
    
    
    18,171Other assets
    
    
    40,457
    
    
    
    35,451Goodwill on acquisition of Bay City Television
    
    
    (184,055
    )
    
    
    Goodwill on acquisition of noncontrolling interest in Editorial Televisa
    
    
    1,358,428
    
    
    
    746,451Subscribers list
    
    
    208,358
    
    
    
    52,090Goodwill on acquisition of noncontrolling 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
    )(i) Pension plan and seniority premiums
    
    
    (85,489
    )
    
    
    111,890(j) Production and film costs
    
    
    (1,648,755
    )
    
    
    (1,670,093
    )(k) Deferred income taxes and employees profit sharing:Deferred income taxes
    
    
    698,985
    
    
    
    732,836Deferred employees profit sharing
    
    
    (129,214
    )
    
    
    (121,857
    )(m) Noncontrolling interest
    
    
    (5,269,344
    )
    
    
    (6,338,862
    )Total U.S. GAAP adjustments, net
    
    
    (5,712,472
    )
    
    
    (7,115,116
    )Controlling interest under U.S. GAAP
    
    
    41,539,204
    
    
    
    37,357,031Noncontrolling interest under U.S. GAAP
    
    
    5,269,344
    
    
    
    6,338,862Total stockholders equity under U.S. GAAP
    
    Ps.
    46,808,548
    
    
    Ps.
    43,695,893
  Changes in U.S. GAAP stockholders equity
    
    2008
    
    
    2009Balance at January 1,
    
    Ps.
    40,235,021
    
    
    Ps.
    46,808,548Net income for the year attributable to the controlling interest
    
    
    8,129,826
    
    
    
    4,985,640Repurchase of capital stock
    
    
    (1,251,148
    )
    
    
    (759,003
    )Dividends paid to the controlling interest
    
    
    (2,229,973
    )
    
    
    (9,163,857
    )Sale of capital stock under stock-based compensation plan
    
    
    138,580
    
    
    
    81,818Stock based compensation
    
    
    222,046
    
    
    
    371,783Net loss on acquisition of noncontrolling interest in Cablemás and
Cablestar
    
    
    
    
    
    
    (56,210
    )Other comprehensive income:Changes in other comprehensive income of equity investees
    
    
    (58,109
    )
    
    
    39,525Cumulative result from hedge derivative contracts, net of tax
    
    
    1,955
    
    
    
    (7,142
    )Change in fair value of available-for-sale financial assets, net of tax
    
    
    
    
    
    
    339,881Foreign currency translation, net of tax
    
    
    352,726
    
    
    
    (154,482
    )Pension and post retirement, net of tax
    
    
    (346,558
    )
    
    
    139,874Noncontrolling interest
    
    
    1,614,182
    
    
    
    1,069,518Balance at December 31,
    
    Ps.
    46,808,548
    
    
    Ps.
    43,695,893
   F-44




---



##### 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-45




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##### Table of Contents



(e) Purchase Accounting Adjustments
    (f) Goodwill and Other Intangible Assets
     2008
    
    
    2009Consolidated subsidiaries:Television Broadcasting
    
    Ps.
    337,094
    
    
    Ps.
    337,094Cable and Telecom
    
    
    4,259,514
    
    
    
    1,339,543Publishing
    
    
    2,058,548
    
    
    
    1,370,184Other segments
    
    
    155,224
    
    
    
    179,301Equity method investees
    
    
    879,267
    
    
    
    880,747Ps.
    7,689,647
    
    
    Ps.
    4,106,869
  F-46




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##### Table of Contents



Cable and Telecom  Goodwill
 Cable andTelecomBalance as of December 31, 2008
    
    Ps.
    4,259,514Adjustments/Reclassifications (1)
    
    
    (2,167,533
    )Impairments
    
    
    (752,438
    )Balance as of December 31, 2009
    
    Ps.
    1,339,543
 (1)
    
    Reflects the final valuation and purchase price allocation of Cablemás in December 2009 (see Note
2).   Publishing  Goodwill and Trademarks
 Goodwill
    
    
    TrademarksBalance as of December 31, 2008
    
    Ps.
    2,058,548
    
    
    Ps.
    681,041Acquisitions
    
    
    
    
    
    
    48,232Foreign currency translation adjustments
    
    
    (1,517
    )
    
    
    (8,093
    )Adjustments/Reclassifications
    
    
    (48,757
    )
    
    
    Impairments
    
    
    (638,090
    )
    
    
    (197,488
    )Balance as of December 31, 2009
    
    Ps.
    1,370,184
    
    
    Ps.
    523,692
    December 31, 2008
    
    
    December 31, 2009Accumulated
    
    
    
    
    
    
    
    
    
    
    AccumulatedImpairment
    
    
    Carrying
    
    
    
    
    
    
    Impairment
    
    
    CarryingGross
    
    
    Charges
    
    
    Value
    
    
    Gross
    
    
    Charges
    
    
    ValueBalance at
beginning of year
    
    Ps.
    5,357,098
    
    
    Ps.
    (404,927
    )
    
    Ps.
    4,952,171
    
    
    Ps.
    8,227,074
    
    
    Ps.
    (537,427
    )
    
    Ps.
    7,689,647Adjustments and
other changes
    
    
    2,869,976
    
    
    
    (132,500
    )
    
    
    2,737,476
    
    
    
    (2,192,250
    )
    
    
    (1,390,528
    )
    
    
    (3,582,778
    )Balance at end of
year
    
    Ps.
    8,227,074
    
    
    Ps.
    (537,427
    )
    
    Ps.
    7,689,647
    
    
    Ps.
    6,034,824
    
    
    Ps.
    (1,927,955
    )
    
    Ps.
    4,106,869
  F-47




---



##### Table of Contents



2008
    
    
    2009Trademarks (1)(2)
    
    Ps.
    803,452
    
    
    Ps.
    1,282,539Television network concession (1)
    
    
    742,605
    
    
    
    742,607Cablemás concessions (2)
    
    
    
    
    
    
    1,052,190TVI concession
    
    
    262,925
    
    
    
    262,925Telecom concession
    
    
    783,290
    
    
    
    778,970Sky concession
    
    
    96,042
    
    
    
    96,042Network affiliation agreements (1)
    
    
    119,913
    
    
    
    119,913Licenses and software (2)
    
    
    633,702
    
    
    
    845,856Subscriber list (2)
    
    
    740,251
    
    
    
    1,531,085Deferred financing costs
    
    
    378,734
    
    
    
    536,774Other
    
    
    512,212
    
    
    
    639,211Ps.
    5,073,126
    
    
    Ps.
    7,888,112
 
 (1)
    
    Indefinite-lived.(2)
    
    Increases relate to the final valuation and purchase price allocation of Cablemás in December
2009 (see Note 2).  (g) Equity Method Investees
 Cablemás
  (h) Univision Investment
   (i) Pension Plan and Seniority Premiums
   F-48




---



##### Table of Contents



Plan Assets or Liability at December 31
  2008
    
    
    2009Projected benefit obligation
    
    Ps.
    1,372,154
    
    
    Ps.
    1,427,478Plan assets (see Note 10)
    
    
    (1,404,589
    )
    
    
    (1,749,629
    )Funded status
    
    
    (32,435
    )
    
    
    (322,151
    )Prepaid pension asset
    
    
    (32,435
    )
    
    
    (322,151
    )Severance indemnities  projected benefit obligation
    
    
    470,314
    
    
    
    557,251Balance sheet liability
    
    Ps.
    437,879
    
    
    Ps.
    235,100Change in benefit obligation:Projected benefit obligation at beginning of year
    
    Ps.
    1,134,108
    
    
    Ps.
    1,372,154Service cost
    
    
    77,961
    
    
    
    87,417Interest cost
    
    
    91,797
    
    
    
    107,207Actuarial gain
    
    
    (86,884
    )
    
    
    (105,091
    )Acquisition
    
    
    45,231
    
    
    
    2,933Plan amendments (1)
    
    
    142,581
    
    
    
    Benefits paid
    
    
    (32,640
    )
    
    
    (37,142
    )Projected benefit obligation at end of year
    
    Ps.
    1,372,154
    
    
    Ps.
    1,427,478
 
 (1)
    
    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. Pension and Seniority Premiums Plan Assets
    WeightedAverageExpectedTarget
    
    
    Percentage of Plan
    
    
    Long-TermAllocation
    
    
    Assets as of December 31,
    
    
    Rate of2010
    
    
    2008
    
    
    2009
    
    
    Return 2009Equity securities
    
    
    41.4
    %
    
    
    62.6
    %
    
    
    46.0
    %
    
    
    11.0
    %Fixed rate instruments
    
    
    58.6
    %
    
    
    37.4
    %
    
    
    54.0
    %
    
    
    3.2
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    14.2
    %
   F-49




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##### Table of Contents



Quoted Prices in
    
    
    Internal
    
    
    Internal ModelsBalance
    
    
    Active Markets
    
    
    Models with
    
    
    with Significantas of
    
    
    for Identical
    
    
    Significant
    
    
    UnobservableDecember 31,
    
    
    Assets
    
    
    Observable Inputs
    
    
    Inputs2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Common stocks (1)
    
    Ps.
    779,920
    
    
    Ps.
    779,920
    
    
    Ps.
    
    
    
    Ps.
    Mutual funds (fixed rate
instruments) (2)
    
    
    497,736
    
    
    
    497,736
    
    
    
    
    
    
    
    Money market securities (3)
    
    
    446,973
    
    
    
    446,973
    
    
    
    
    
    
    
    Other equity securities
    
    
    25,000
    
    
    
    
    
    
    
    25,000
    
    
    
    Total investment assets
    
    Ps.
    1,749,629
    
    
    Ps.
    1,724,629
    
    
    Ps.
    25,000
    
    
    Ps.
    
 (1)
    
    Common stocks are valued at the closing price reported on the active market on which the
individual securities are traded. All common stock included in this
line item relate to the Groups
CPOs.(2)
    
    Mutual funds consist of fixed rate instruments. These are valued at the net asset value
provided by the administrator of the fund.(3)
    
    Money market securities consist of government debt securities, which are valued based on
observable prices from the new issue market, benchmark quotes, secondary trading and dealer quotes.   2008
    
    
    2009Accumulated other comprehensive income as of beginning of year (net of
income tax)
    
    Ps.
    285,006
    
    
    Ps.
    (61,552
    )Net gain
    
    
    (286,793
    )
    
    
    128,823Amortization of net gain
    
    
    (68,098
    )
    
    
    24,156Amortization of prior service cost
    
    
    8,333
    
    
    
    (13,104
    )Accumulated other comprehensive income as of end of year (net of income tax)
    
    Ps.
    (61,552
    )
    
    Ps.
    78,323
  F-50




---



##### Table of Contents



2008
    
    
    2009Prior service costs, net of income tax
    
    Ps.
    (147,738
    )
    
    Ps.
    (122,950
    )Net actuarial gains, net of income tax
    
    
    86,186
    
    
    
    201,273Accumulated other comprehensive income as of end of year (net of income tax)
    
    Ps.
    (61,552
    )
    
    Ps.
    78,323
 (j) Production and Film Costs
   (k) Deferred Income Taxes and Employees Profit Sharing
    December 31,
    
    
    December 31,2008
    
    
    2009Net deferred income tax liability recorded under Mexican FRS on
Mexican FRS balances (see Note 19)
    
    Ps.
    (2,265,161
    )
    
    Ps.
    (1,898,612
    )Reclassification of income tax payable related to subsidiaries
    
    
    465,294
    
    
    
    161,686Net deferred income tax amount under ASC 740 applied to Mexican FRS
balances
    
    
    (1,799,867
    )
    
    
    (1,736,926
    )Impact of U.S. GAAP adjustments:Capitalization of financing costs
    
    
    182,248
    
    
    
    189,380Purchase accounting adjustments
    
    
    (111,724
    )
    
    
    (67,688
    )Pension plan and seniority premiums
    
    
    23,937
    
    
    
    (33,567
    )Production and film costs
    
    
    461,652
    
    
    
    501,028Deferred debt refinancing costs
    
    
    142,872
    
    
    
    143,683698,985
    
    
    
    732,836Net deferred income tax liability under U.S. GAAP
    
    
    (1,100,882
    )
    
    
    (1,004,090
    )Less:Deferred income tax amount under ASC 740 applied to Mexican FRS
balances
    
    
    (1,799,867
    )
    
    
    (1,736,926
    )Net deferred income tax liability adjustment required under U.S. GAAP
    
    Ps.
    698,985
    
    
    Ps.
    732,836
  F-51




---



##### Table of Contents



Credit to the provision for deferred income tax
    
    Ps.
    (158,833
    )Credit to other expense
    
    
    (3,844
    )Initial consolidation of TVI
    
    
    8,079Charge to the stockholders equity
    
    
    57,806Ps.
    (96,792
    )
  December 31,
    
    
    December 31,2008
    
    
    2009Deferred EPS liability:Current:Inventories
    
    Ps.
    2,047
    
    
    Ps.
    2,047Noncurrent:Property, plant and equipment
    
    
    (101,101
    )
    
    
    (91,175
    )Deferred costs
    
    
    (55,850
    )
    
    
    (56,294
    )Pension plan and seniority premiums
    
    
    44,876
    
    
    
    39,915Other
    
    
    (19,186
    )
    
    
    (16,350
    )Total deferred EPS liability
    
    Ps.
    (129,214
    )
    
    Ps.
    (121,857
    )
  2007
    
    
    2008
    
    
    2009Current:Mexican
    
    Ps.
    3,111,895
    
    
    Ps.
    2,917,021
    
    
    Ps.
    3,489,807Foreign
    
    
    197,265
    
    
    
    169,448
    
    
    
    246,9173,309,160
    
    
    
    3,086,469
    
    
    
    3,736,724Deferred:Mexican
    
    
    124,799
    
    
    
    428,161
    
    
    
    (158,833
    )Foreign
    
    
    1,169
    
    
    
    
    
    
    
    125,968
    
    
    
    428,161
    
    
    
    (158,833
    )Ps.
    3,435,128
    
    
    Ps.
    3,514,630
    
    
    Ps.
    3,577,891
    Mexico
    
    2004 and all following yearsUnited States of America
    
    2006 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
    
    2007 and all following years
  F-52




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##### Table of Contents



Impact of 2010 Mexican tax reform
  Effects of inflation accounting on U.S. GAAP adjustments
   (l) Maintenance Reserve
  (m) Noncontrolling Interest on U.S. GAAP Adjustments
   Additional Disclosure requirements
 Presentation in the Financial Statements  Operating Income
   F-53




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##### Table of Contents



Year Ended December 31,2007
    
    
    2008
    
    
    2009Net sales
    
    Ps.
    41,561,526
    
    
    Ps.
    47,972,278
    
    
    Ps.
    52,352,501Cost of providing services (exclusive of depreciation
and amortization)
    
    
    18,108,061
    
    
    
    21,708,070
    
    
    
    23,789,707Selling, administrative and other expenses
    
    
    5,826,861
    
    
    
    7,345,226
    
    
    
    10,406,786Depreciation and amortization
    
    
    3,304,581
    
    
    
    4,427,287
    
    
    
    5,147,715Income from operations
    
    
    14,322,023
    
    
    
    14,491,695
    
    
    
    13,008,293Integral result of financing, net
    
    
    (250,909
    )
    
    
    (740,584
    )
    
    
    (2,877,581
    )Other expense, net
    
    
    (693,939
    )
    
    
    (137,181
    )
    
    
    (276,300
    )Income before income taxes, minority interest and
equity in earnings or losses of affiliates
    
    


    13,377,175
    
    
    
    13,613,930
    
    
    
    9,854,412Income tax and assets tax  current and deferred
    
    
    (3,435,128
    )
    
    
    (3,514,630
    )
    
    
    (3,577,891
    )Income before minority interest and equity in earnings
or losses of affiliates
    
    
    9,942,047
    
    
    
    10,099,300
    
    
    
    6,276,521Equity in losses of affiliates
    
    
    (774,356
    )
    
    
    (1,049,934
    )
    
    
    (715,327
    )Consolidated net income
    
    
    9,167,691
    
    
    
    9,049,366
    
    
    
    5,561,194Less: Net income attributable to the
noncontrolling interest under U.S. GAAP
    
    
    934,295
    
    
    
    919,540
    
    
    
    575,554Net income attributable to the controlling interest
    
    Ps.
    8,233,396
    
    
    Ps.
    8,129,826
    
    
    Ps.
    4,985,640Weighted average common shares outstanding (in millions)
    
    
    333,653
    
    
    
    329,580
    
    
    
    329,304
 Presentation in the financial statements  Earnings per CPO and per share
   2007
    
    
    2008
    
    
    2009Series 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
    
    
    6,865,699
    
    
    
    1,305,558
    
    
    
    6,673,204
    
    
    
    1,305,066
    
    
    
    4,672,096
    
    
    
    889,089Net income available to common shareholders
    
    
    6,865,699
    
    
    
    1,305,558
    
    
    
    6,673,204
    
    
    
    1,305,066
    
    
    
    4,672,096
    
    
    
    889,089Weighted average number of common shares outstanding
    
    
    2,399,453
    
    
    
    52,916,036
    
    
    
    2,364,642
    
    
    
    52,916,036
    
    
    
    2,362,289
    
    
    
    52,916,036Basic earnings per share (continuing operations)
    
    Ps.
    2.86
    
    
    Ps.
    0.02
    
    
    Ps.
    2.82
    
    
    Ps.
    0.02
    
    
    Ps.
    1.98
    
    
    Ps.
    0.02Basic earnings per share (net income)
    
    Ps.
    2.86
    
    
    Ps.
    0.02
    
    
    Ps.
    2.82
    
    
    Ps.
    0.02
    
    
    Ps.
    1.98
    
    
    Ps.
    0.02Diluted EPSDilutive potential shares
    
    
    40,018
    
    
    
    
    
    
    
    41,675
    
    
    
    
    
    
    
    53,613
    
    
    
    Total diluted weighted average common shares outstanding
    
    
    2,439,471
    
    
    
    52,916,036
    
    
    
    2,406,317
    
    
    
    52,916,036
    
    
    
    2,415,902
    
    
    
    52,916,036Diluted earnings per share (continuing operations)
    
    Ps.
    2.81
    
    
    Ps.
    0.02
    
    
    Ps.
    2.77
    
    
    Ps.
    0.02
    
    
    Ps.
    1.93
    
    
    Ps.
    0.02Diluted earnings per share (net income)
    
    Ps.
    2.81
    
    
    Ps.
    0.02
    
    
    Ps.
    2.77
    
    
    Ps.
    0.02
    
    
    Ps.
    1.93
    
    
    Ps.
    0.02.
  F-54




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##### Table of Contents



Presentation in the Financial Statements  Consolidated Balance Sheets
  December 31,
    
    
    December 31,2008
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    Ps.
    33,583,045
    
    
    Ps.
    29,941,488Temporary investments
    
    
    8,321,286
    
    
    
    8,902,346Trade notes and accounts receivable, net
    
    
    18,199,880
    
    
    
    18,399,183Other accounts and notes receivable, net
    
    
    2,231,562
    
    
    
    3,530,546Due from affiliated companies
    
    
    161,821
    
    
    
    135,723Transmission rights and programming
    
    
    3,343,448
    
    
    
    4,372,988Inventories
    
    
    1,612,024
    
    
    
    1,665,102Current deferred taxes
    
    
    2,598,374
    
    
    
    2,342,143Other current assets
    
    
    1,105,871
    
    
    
    1,435,081Total current assets
    
    
    71,157,311
    
    
    
    70,724,600Non-current assets:Derivative financial instruments
    
    
    2,316,560
    
    
    
    1,538,678Transmission rights and programming
    
    
    4,676,006
    
    
    
    4,245,366Investments
    
    
    3,321,107
    
    
    
    6,333,520Property, plant and equipment, net
    
    
    30,177,799
    
    
    
    32,458,369Goodwill, net
    
    
    7,689,647
    
    
    
    4,106,869Intangible assets, net
    
    
    5,073,126
    
    
    
    7,888,112Deferred taxes
    
    
    3,443,548
    
    
    
    3,932,193Other assets
    
    
    111,213
    
    
    
    115,882Total assets
    
    Ps.
    127,966,317
    
    
    Ps.
    131,343,589
  F-55




---



##### Table of Contents



December 31,
    
    
    December 31,2008
    
    
    2009LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    Ps.
    2,270,353
    
    
    Ps.
    1,433,015Current portion of capital lease obligations
    
    
    151,628
    
    
    
    235,271Trade accounts payable
    
    
    6,337,436
    
    
    
    6,432,906Customer deposits and advances
    
    
    18,098,643
    
    
    
    19,858,290Taxes payable
    
    
    830,073
    
    
    
    807,744Current deferred taxes
    
    
    1,539,708
    
    
    
    1,741,122Accrued interest
    
    
    439,777
    
    
    
    464,621Other accrued liabilities
    
    
    2,293,806
    
    
    
    2,577,835Due from affiliated companies
    
    
    88,622
    
    
    
    34,202Total current liabilities
    
    
    32,050,046
    
    
    
    33,585,006Non-current liabilities:Long-term debt
    
    
    36,630,583
    
    
    
    41,983,195Derivative financial instruments
    
    
    604,650
    
    
    
    523,628Capital lease obligations
    
    
    1,222,163
    
    
    
    1,166,462Customer deposits and advances
    
    
    589,369
    
    
    
    1,054,832Other long-term liabilities
    
    
    3,690,776
    
    
    
    3,240,097Deferred taxes
    
    
    5,732,310
    
    
    
    5,659,161Pension and seniority premiums
    
    
    637,872
    
    
    
    435,315Total liabilities
    
    
    81,157,769
    
    
    
    87,647,696Commitments and contingenciesControlling interest
    
    
    41,539,204
    
    
    
    37,357,031Noncontrolling interest
    
    
    5,269,344
    
    
    
    6,338,862Total stockholders equity
    
    
    46,808,548
    
    
    
    43,695,893Total liabilities and stockholders equity
    
    Ps.
    127,966,317
    
    
    Ps.
    131,343,589
 Cash flow information
    F-56




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##### Table of Contents



2007
    
    
    2008
    
    
    2009Operating activities:Net income under U.S. GAAP
    
    Ps.
    9,167,691
    
    
    Ps.
    9,049,366
    
    
    Ps.
    5,561,194Adjustments to reconcile net income to net cash provided by operating
activities:Equity in losses of affiliates
    
    
    774,356
    
    
    
    1,049,934
    
    
    
    715,327Depreciation and amortization
    
    
    3,304,581
    

    
    
    4,427,287
    
    
    
    5,147,715Amortization of deferred debt refinancing
    
    
    (31,420
    )
    
    
    (31,574
    )
    
    
    (31,317
    )Impairment adjustments
    
    
    
    
    
    
    182,500
    
    
    
    1,588,016Pension plans and seniority premiums
    
    
    (23,739
    )
    
    
    5,467
    
    
    
    58,196Deferred income tax
    
    
    125,968
    
    
    
    428,161
    
    
    
    (158,833
    )Loss on disposal of investment
    
    
    822,671
    
    
    
    
    
    
    
    (90,565
    )Write-down of held-to-maturity debt security
    
    
    
    
    
    
    405,111
    
    
    
    Derivative financial instruments
    
    
    140,398
    
    
    
    (895,734
    )
    
    
    644,956Unrealized foreign exchange gain, net
    
    
    139,064
    
    
    
    4,981,960
    
    
    
    (1,003,537
    )Employee stock option plans
    
    
    140,517
    
    
    
    222,046
    
    
    
    371,783Maintenance reserve
    
    
    3,949
    
    
    
    18,062
    
    
    
    Loss from monetary position
    
    
    542,533
    
    
    
    
    
    
    
    Changes in operating assets and liabilities:(Increase) decrease in:Trade notes and accounts receivable and customer deposits and
advances, net
    
    
    (1,651,317
    )
    
    
    (1,395,961
    )
    
    
    1,815,181Inventories
    
    
    (32,053
    )
    
    
    (375,153
    )
    
    
    (45,148
    )Transmission rights, programs and films and production talent advances
    
    
    (1,882,412
    )
    
    
    (1,053,008
    )
    
    
    (653,307
    )Other accounts and notes receivable and other current assets
    
    
    (528,894
    )
    
    
    (391,399
    )
    
    
    (1,347,376
    )Increase (decrease) in:Trade accounts payable
    
    
    937,012
    
    
    
    1,577,231
    
    
    
    (80,920
    )Other liabilities and taxes payable
    
    
    116,801
    
    
    
    1,727,626
    
    
    
    (147,598
    )Pension plan and seniority premiums
    
    
    40,833
    
    
    
    (81,314
    )
    
    
    (16,035
    )Net cash provided by operating activities
    
    
    12,106,539
    
    
    
    19,850,608
    
    
    
    12,327,732Investing activities:Temporary investments
    
    
    (915,818
    )
    
    
    (5,208,287
    )
    
    
    (3,565,772
    )Due from affiliated companies, net
    
    
    262,170
    
    
    
    (89,826
    )
    
    
    (2,309
    )Investments
    
    
    (5,184,797
    )
    
    
    (1,982,100
    )
    
    
    (809,625
    )Disposition of investments
    
    
    437,990
    
    
    
    109,529
    
    
    
    57,800Disposition of held-to-maturity investments
    
    
    
    
    
    
    874,999
    
    
    
    Investments in property, plant and equipment
    
    
    (3,681,464
    )
    
    
    (5,191,446
    )
    
    
    (6,410,869
    )Disposition of property, plant and equipment
    
    
    704,310
    
    
    
    91,815
    
    
    
    248,148Proceeds from sale of shares of Univision
    
    
    11,821,932
    
    
    
    
    
    
    
    Acquisitions, net of cash acquired
    
    
    (3,737,998
    )
    
    
    (1,489,174
    )
    
    
    (569,601
    )Net cash
used in investing activities
    
    
    (293,675
    )
    
    
    (12,884,490
    )
    
    
    (11,052,228
    )Financing 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
    
    
    
    
    
    
    5,241,650
    
    
    
    Issuance of Senior Notes due 2040
    
    
    
    
    
    
    
    
    
    
    7,612,055Prepayment of Senior Notes due 2013 (Sky)
    
    
    
    
    
    
    (122,886
    )
    
    
    Repayment of Mexican peso debt
    
    
    
    
    
    
    (480,000
    )
    
    
    (1,162,460
    )Repayment of foreign currency debt
    
    
    
    
    
    
    
    
    
    
    (1,206,210
    )Satellite transponder lease payments
    
    
    
    
    
    
    (97,696
    )
    
    
    (138,807
    )Other (decrease) increase in debt
    
    
    (1,054,007
    )
    
    
    1,231
    
    
    
    33,856Derivative financial instruments
    
    
    
    
    
    
    (346,065
    )
    
    
    (206,776
    )Repurchase of capital stock
    
    
    (3,948,331
    )
    
    
    (1,112,568
    )
    
    
    (677,185
    )Sale of repurchased shares
    
    
    99,771
    
    
    
    
    
    
    
    Dividends paid
    
    
    (4,506,492
    )
    
    
    (2,229,973
    )
    
    
    (9,163,857
    )Noncontrolling interest
    
    
    1,032,659
    
    
    
    (332,029
    )
    
    
    76,344Net cash
(used in) provided by financing activities
    
    
    (1,394,879
    )
    
    
    521,664
    
    
    
    (4,833,040
    )Net increase (decrease) in cash and cash equivalents
    
    
    10,417,985
    
    
    
    7,487,782
    
    
    
    (3,557,536
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    22,086
    
    
    
    131,854
    
    
    
    (105,530
    )Net increase in cash and cash equivalents upon acquisitions
    
    
    138,261
    
    
    
    483,868
    
    
    
    21,509Effect of inflation on cash and cash equivalents
    
    
    (560,136
    )
    
    
    
    
    
    
    Cash and cash equivalents at beginning of year
    
    
    15,461,345
    
    
    
    25,479,541
    
    
    
    33,583,045Cash and cash equivalents at end of year
    
    Ps.
    25,479,541
    
    
    Ps.
    33,583,045
    
    
    Ps.
    29,941,488
  F-57




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##### Table of Contents



2007
    
    
    2008
    
    
    2009Interest
    
    Ps.
    1,905,621
    
    
    Ps.
    2,529,221
    
    
    Ps.
    2,832,675Income taxes and/or assets tax
    
    
    2,955,115
    
    
    
    2,657,525
    
    
    
    4,282,042
 Supplemental disclosures about non-cash activities:
 2007
    
    
    2008
    
    
    2009Note receivable related to customer deposits
    
    Ps.
    14,753,180
    
    
    Ps.
    14,383,384
    
    
    Ps.
    14,515,450
 Fair Value Measurements
 Assets and Liabilities Measured at Fair Value on a Recurring Basis
  Quoted Prices in
    
    
    Internal Models
    
    
    Internal ModelsActive Markets for
    
    
    with Significant
    
    
    with SignificantBalance
    
    
    Identical
    
    
    Observable
    
    
    Unobservableas of December 31,
    
    
    Assets
    
    
    Inputs
    
    
    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.
    
 Quoted Prices in
    
    
    Internal Models
    
    
    Internal ModelsActive Markets for
    
    
    with Significant
    
    
    with SignificantBalance
    
    
    Identical
    
    

    Observable
    
    
    Unobservableas of December 31,
    
    
    Assets
    
    
    Inputs
    
    
    Inputs2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Temporary investments
    
    Ps.
    8,902,346
    
    
    Ps.
    5,394,502
    
    
    Ps.
    3,507,844
    
    
    Ps.
    Available-for-sale investments
    
    
    2,826,457
    
    
    
    
    
    
    
    2,826,457
    
    
    
    Derivative financial instruments
    
    
    1,545,396
    
    
    
    
    
    
    
    1,545,396
    
    
    
    Total
    
    Ps.
    13,274,199
    
    
    Ps.
    5,394,502
    
    
    Ps.
    7,879,697
    
    
    Ps.
    Liabilities:Derivative financial instruments
    
    Ps.
    523,628
    
    
    Ps.
    
    
    
    Ps.
    523,628
    
    
    Ps.
    Total
    
    Ps.
    523,628
    
    
    Ps.
    
    
    
    Ps.
    523,628
    
    
    Ps.
    
 Temporary Investments
   Available-for-sale Investments.
  F-58




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##### Table of Contents



Derivative Financial Instruments.
   Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
 th
    ASC 810 Consolidation (formerly 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
 Sky
    
    
    TuTvAs of December 31, 2009Current assets
    
    Ps.
    5,681,802
    
    
    Ps.
    96,897Non-current assets
    
    
    4,275,419
    
    
    
    1,072Total Assets
    
    Ps.
    9,957,221
    
    
    Ps.
    97,969Current liabilities
    
    Ps.
    1,908,001
    
    
    Ps.
    44,812Non-current liabilities
    
    
    5,027,248
    
    
    
    Total Liabilities
    
    Ps.
    6,935,249
    
    
    Ps.
    44,812Maximum loss exposure
    
    Ps.
    5,844,889
    
    
    Ps.
    48,985
   Recently issued accounting standards
 Amendments to FASB Interpretation No. 46(R) (ASU 2009-17)
  Accounting for Revenue Arrangements with Multiple Deliverables (ASU 2009-13)
   F-60




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##### Table of Contents



Software Revenue Recognition (ASU 2009-14)
  Improving Disclosures about Fair Value Measurements (ASU 2010-6)
   F-61




---



##### Table of Contents



Scope Exception Related to Embedded Credit Derivatives (ASU 2010-11)
  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, 2007
    
    Ps.
    6,968
    
    
    Ps.
    15,578
    
    
    Ps.
    (3,165
    )
    
    Ps.
    19,381Year ended December 31, 2008
    
    
    19,381
    
    
    
    35,678
    
    
    
    (9,519
    )
    
    
    45,540Year ended December 31, 2009
    
    
    45,540
    
    
    
    45,198
    
    
    
    (9,438
    )
    
    
    81,300Allowances for doubtful accounts(1):Year ended December 31, 2007
    
    Ps.
    1,251,595
    
    
    Ps.
    154,955
    
    
    Ps.
    (303,684
    )
    
    Ps.
    1,102,866Year ended December 31, 2008
    
    
    1,102,866
    
    
    
    637,476
    
    
    
    (427,242
    )
    
    
    1,313,100Year ended December 31, 2009
    
    
    1,313,100
    
    
    
    1,047,445
    
    
    
    (397,811
    )
    
    
    1,962,734
 
 (1)
    
    Includes allowances for trade and non-trade doubtful accounts. 24. Subsequent Event
   F-62