##### 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, 2007
 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 (AShares)
    
    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
    
    New York Stock Exchangefive Ordinary Participation Certificates (Certificados deParticipación Ordinarios)(CPOs)CPOs, each representing twenty-five A Shares, twenty-twoB Shares thirty-five L Shares and thirty-five D Shares
    
    New York Stock Exchange (for listing purposes only)
     
 112,113,216,990  52,093,870,399  82,876,553,776  82,876,553,776
 Yes þ No
o
 o þ
 þ o
  þ o o
  o þ
 o
 o þ
 o þ




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##### 



TABLE OF CONTENTS
 PART 1Item 1.Identity of Directors, Senior Management and Advisers
    
    
    3Item 2.Offer Statistics and Expected Timetable
    
    
    3Item 3.Key Information
    
    
    3Selected Financial Data
    
    
    3Dividends
    
    
    7Exchange Rate Information
    
    
    8Risk Factors
    
    
    9Forward-Looking Statements
    
    
    19Item 4.Information on the Company
    
    
    20History and Development of the Company
    
    
    20Capital Expenditures
    
    
    20Business Overview
    
    
    21Item 5.Operating and Financial Review and Prospects
    
    
    56Preparation of Financial Statements
    
    
    56Results of Operations
    
    
    56Item 6.Directors, Senior Management and Employees
    
    
    81Item 7.Major Stockholders and Related Party Transactions
    
    
    93Major Stockholders
    
    
    93Related Party Transactions
    
    
    95Item 8.Financial Information
    
    
    100Item 9.The Offer and Listing
    
    
    100Trading History of CPOs and GDSs
    
    
    100Trading on the Mexican Stock Exchange
    
    
    101Item 10.Additional Information
    
    
    105Mexican Securities Market Law
    
    
    105Bylaws
    
    
    106Enforceability of Civil Liabilities
    
    
    114Material Contracts
    
    
    115Legal Proceedings
    
    
    116New York Stock Exchange Corporate Governance Standards
    
    
    118Exchange Controls
    
    
    119Taxation
    
    
    119Documents on Display
    
    
    123Item 11.Quantitative and Qualitative Disclosures About Market Risk
    
    
    124Item 12.Description of Securities Other than Equity Securities
    
    
    127PART IIItem 13.Defaults, Dividend Arrearages and Delinquencies
    
    
    127Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    127Item 15.Controls and Procedures
    
    
    127Item 16A.Audit Committee Financial Expert
    
    
    127Item 16B.Code of Ethics
    
    
    128Item 16C.Principal Accountant Fees and Services
    
    
    128Item 16D.Exemptions from the Listing Standards for Audit Committees
    
    
    129Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    129PART IIIItem 17.Financial Statements
    
    
    130Item 18.Financial Statements
    
    
    130Item 19.Exhibits
    
    
    130Exhibit 1.1Exhibit 2.11Exhibit 4.16Exhibit 4.17Exhibit 8.1Exhibit 12.1Exhibit 12.2Exhibit 13.1Exhibit 13.2
  Normas de Información Financiera
  2




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##### Table of Contents



Part I
 
 Item 1. Identity of Directors, Senior Management and Advisers
  
 Item 2. Offer Statistics and Expected Timetable
  
 Item 3. Key Information
 
 Selected Financial Data
       3




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##### Table of Contents



Year Ended December 31,2003
    
    
    2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2007(Millions of Pesos in purchasing power as of December 31, 2007 or millions of U.S. Dollars)(1)(Mexican GAAP/FRS)Income Statement Data:Net sales
    
    Ps.
    27,652
    
    
    Ps.
    32,704
    
    
    Ps.
    35,068
    
    
    Ps.
    39,358
    
    
    Ps.
    41,562
    
    
    U.S.$
    3,805Operating income
    
    
    7,095
    
    
    
    9,547
    
    
    
    11,663
    
    
    
    14,266
    
    
    
    14,481
    
    
    
    1,326Integral cost of financing, net(2)
    
    
    721
    
    
    
    1,691
    
    
    
    1,924
    
    
    
    1,141
    
    
    
    410
    
    
    
    38Income from continuing operations
    
    
    4,153
    
    
    
    6,214
    
    
    
    8,330
    
    
    
    9,519
    
    
    
    9,018
    
    
    
    826Loss from discontinued operations
    
    
    (76
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative effect of accounting change,
net
    
    
    
    
    
    
    (1,139
    )
    
    
    (546
    )
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    4,220
    
    
    
    4,815
    
    
    
    6,613
    
    
    
    8,909
    
    
    
    8,082
    
    
    
    740Income from continuing operations per
CPO(3)
    
    
    1.49
    
    
    
    2.04
    
    
    
    2.46
    
    
    
    3.07
    
    
    
    2.84
    
    
    
    Net income per CPO(3)
    
    
    1.46
    
    
    
    1.66
    
    
    
    2.27
    
    
    
    3.07
    
    
    
    2.84
    
    
    
    Weighted-average number of shares
outstanding (in millions)(3)(4)
    
    
    352,421
    
    
    
    345,206
    
    
    
    341,158
    
    
    
    339,776
    
    
    
    333,653
    
    
    
    Cash dividend per CPO(3)
    
    
    0.23
    
    
    
    1.41
    
    
    
    1.49
    
    
    
    0.37
    
    
    
    1.50
    
    
    
    Shares outstanding (in millions, at year
end)(4)
    
    
    218,840
    
    
    
    341,638
    
    
    
    339,941
    
    
    
    337,782
    
    
    
    329,960
    
    
    
    (U.S. GAAP)(5)Income Statement Data:Net sales
    
    Ps.
    27,652
    
    
    Ps.
    32,704
    
    
    Ps.
    35,068
    
    
    Ps.
    39,358
    
    
    Ps.
    41,562
    
    
    U.S.$
    3,805Operating income
    
    
    7,089
    
    
    
    8,746
    
    
    
    10,806
    
    
    
    14,068
    
    
    
    14,322
    
    
    
    1,311Income from continuing operations
    
    
    3,498
    
    
    
    4,696
    
    
    
    7,368
    
    
    
    8,308
    
    
    
    8,233
    
    
    
    754Net income
    
    
    3,498
    
    
    
    4,696
    
    
    
    7,368
    
    
    
    8,308
    
    
    
    8,233
    
    
    
    754Income from continuing operations per
CPO(3)
    
    
    1.21
    
    
    
    1.61
    
    
    
    2.44
    
    
    
    2.76
    
    
    
    2.86
    
    
    
    Net income per CPO(3)
    
    
    1.21
    
    
    
    1.61
    
    
    
    2.44
    
    
    
    2.76
    
    
    
    2.86
    
    
    
    Weighted-average number of Shares
outstanding (in millions)(3)(4)
    
    
    352,421
    
    
    
    345,206
    
    
    
    341,158
    
    
    
    339,776
    
    
    
    333,653
    
    
    
    Shares outstanding (in millions, at year
end)(4)
    
    
    218,840
    
    
    
    341,638
    
    
    
    339,941
    
    
    
    337,782
    
    
    
    329,960
    
    
    
    (Mexican GAAP/FRS)Balance Sheet Data (end of year):Cash and temporary investments
    
    Ps.
    14,391
    
    
    Ps.
    18,566
    
    
    Ps.
    15,955
    
    
    Ps.
    16,405
    
    
    Ps.
    27,305
    
    
    U.S.$
    2,500Total assets
    
    
    75,997
    
    
    
    82,469
    
    
    
    81,162
    
    
    
    86,186
    
    
    
    98,703
    
    
    
    9,037Current portion of long-term debt and
other notes payable(6)
    
    
    335
    
    
    
    3,678
    
    
    
    367
    
    
    
    1,023
    
    
    
    489
    
    
    
    45Long-term debt, net of current portion(7)
    
    
    17,255
    
    
    
    21,134
    
    
    
    19,581
    
    
    
    18,464
    
    
    
    24,433
    
    
    
    2,237Customer deposits and advances
    
    
    16,434
    
    
    
    17,073
    
    
    
    19,484
    
    
    
    17,807
    
    
    
    19,810
    
    
    
    1,814Capital stock issued
    
    
    9,632
    
    
    
    10,677
    
    
    
    10,677
    
    
    
    10,507
    
    
    
    10,268
    
    
    
    940Total stockholders equity (including
minority interest)
    
    
    32,302
    
    
    
    30,796
    
    
    
    32,242
    
    
    
    38,015
    
    
    
    40,650
    
    
    
    3,722(U.S. GAAP)(5)Balance Sheet Data (end of year):Cash and cash equivalents
    
    Ps.
    11,667
    
    
    Ps.
    17,746
    
    
    Ps.
    15,833
    
    
    Ps.
    15,461
    
    
    Ps.
    25,480
    
    
    U.S.$
    2,333Total assets
    
    
    79,407
    
    
    
    91,877
    
    
    
    88,724
    
    
    
    91,806
    
    
    
    103,809
    
    
    
    9,504Current portion of long-term debt and
other notes payable(6)
    
    
    335
    
    
    
    3,678
    
    
    
    367
    
    
    
    1,023
    
    
    
    489
    
    
    
    45Long-term debt, net of current portion(7)
    
    
    17,255
    
    
    
    21,134
    
    
    
    19,582
    
    
    
    18,464
    
    
    
    24,433
    
    
    
    2,237Total stockholders equity (excluding
minority interest)
    
    
    28,379
    
    
    
    29,170
    
    
    
    30,589
    
    
    
    35,799
    
    
    
    36,580
    
    
    
    3,349(Mexican GAAP/FRS)Other Financial Information:Capital expenditures(8)
    
    Ps.
    1,249
    
    
    Ps.
    2,173
    
    
    Ps.
    2,849
    
    
    Ps.
    3,346
    
    
    Ps.
    3,878
    
    
    U.S.$
    355(U.S. GAAP)(5)Other Financial Information:Cash provided by operating activities
    
    
    7,380
    
    
    
    7,641
    
    
    
    10,478
    
    
    
    13,074
    
    
    
    11,966
    
    
    
    1,096Cash used for financing activities
    
    
    (3,110
    )
    
    
    (703
    )
    
    
    (9,412
    )
    
    
    (4,621
    )
    
    
    (1,254
    )
    
    
    (115
    )Cash used for investing activities
    
    
    (2,550
    )
    
    
    (673
    )
    
    
    (2,392
    )
    
    
    (8,216
    )
    
    
    (294
    )
    
    
    (27
    )Other Data (unaudited):Average prime time audience share (TV
broadcasting)(9)
    
    
    70.1
    %
    
    
    68.9
    %
    
    
    68.5
    %
    
    
    69.5
    %
    
    
    69.0
    %
    
    
    Average prime time rating (TV
broadcasting)(9)
    
    
    38.1
    
    
    
    36.7
    
    
    
    36.5
    
    
    
    35.5
    
    
    
    33.4
    
    
    
    Magazine circulation (millions of
copies)(10)
    
    
    128
    
    
    
    127
    
    
    
    145
    
    
    
    155
    
    
    
    165
    
    
    
    Number of employees (at year end)
    
    
    12,300
    
    
    
    14,100
    
    
    
    15,100
    
    
    
    16,200
    
    
    
    17,800
    
    
    
    Number of Innova subscribers (in
thousands at year end)(11)
    
    
    857
    
    
    
    1,003
    
    
    
    1,251
    
    
    
    1,430
    
    
    
    1,585
    
    
    
    Number of Cablevisión RGUs (in thousands
at year end)(12)
    
    
    373
    
    
    
    381
    
    
    
    475
    
    
    
    583
    
    
    
    695
    
    
    
    Number of Esmas.com registered users (in
thousands at year end)(13)
    
    
    3,085
    
    
    
    3,665
    
    
    
    4,212
    
    
    
    4,447
    
    
    
    4,500
    
    
    
    
 Notes to Selected Consolidated Financial Information:
 (1)
    
    Except per Certificado de Participación Ordinario, or CPO, ratio,
average audience share, average rating, magazine circulation,
employee, subscriber, Revenue Generating Units, or RGUs, and registered user data. Information in these
footnotes is in thousands of Pesos in purchasing power as of
December 31, 2007, unless otherwise indicated.(2)
    
    Includes interest expense, interest income, foreign exchange gain or
loss, net, and gain or loss from monetary position. See Note 18 to
our year-end financial statements.(3)
    
    For further analysis of income (loss) from continuing operations per
CPO and net income per CPO (as well as corresponding amounts per A
Share not traded as CPOs), see Note 20 (for the calculation under
Mexican FRS) and Note 23 (for the calculation under U.S. GAAP) to our
year-end financial statements.  4




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##### Table of Contents



(4)
    
    As of December 31, 2004, 2005, 2006 and 2007, we had four classes of
common stock: A Shares, B Shares, D Shares and L Shares. For purposes
of this table, the weighted-average number of shares for the year
ended December 31, 2003, and the number of shares outstanding as of
December 31, 2003, have been adjusted to conform to the 2004, 2005,
2006 and 2007 presentation. 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, 2007, for legal purposes, there were approximately
2,461.2 million CPOs issued and outstanding, each of which was
represented by 25 A Shares, 22 B Shares, 35 D Shares and 35 L Shares,
and an additional number of approximately 58,926.6 million A Shares
and 2,357.2 million B Shares (not in the form of CPO units). See
Note 12 to our year-end financial statements.(5)
    
    See Note 23 to our year-end financial statements.(6)
    
    See Note 8 to our year-end financial statements.(7)
    
    See Operating and Financial Review and Prospects  Results of
Operations  Liquidity, Foreign Exchange and Capital Resources 
Indebtedness and Note 8 to our year-end financial statements.(8)
    
    Capital expenditures are those investments made by us in property,
plant and equipment, which amounts are first translated from Mexican
Pesos into U.S. Dollars, and the resulting aggregate U.S. Dollar
amount is then translated to Mexican Pesos at year-end exchange rate
for convenience purposes only; the aggregate amount of capital
expenditures in Mexican Pesos does not indicate the actual amounts
accounted for in our consolidated financial statements.(9)
    
    Average prime time audience share for a period refers to the
average daily prime time audience share for all of our networks and
stations during that period, and average prime time rating for a
period refers to the average daily rating for all of our networks and
stations during that period, each rating point representing one
percent of all television households. As used in this annual report,
prime time in Mexico is 4:00 p.m. to 11:00 p.m., seven days a week,
and weekday prime time is 7:00 p.m. to 11:00 p.m., Monday through
Friday. Data for all periods reflects the average prime time audience
share and ratings nationwide as published by the Mexican subsidiary
of the Brazilian Institute of Statistics and Public Opinion, or
Instituto Brasileño de Opinión Pública y
Estadística, or IBOPE Mexico. For
further information regarding audience share and ratings information
and IBOPE Mexico, see Information on the Company  Business
Overview Television  Television Broadcasting.(10)
    
    The figures set forth in this line item represent total circulation
of magazines that we publish independently and through joint ventures
and other arrangements and do not represent magazines distributed on
behalf of third parties.  5




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##### Table of Contents



(11)
    
    Innova, S. de R.L. de C.V.,
or Innova, our direct-to-home, or DTH, satellite service in Mexico,
referred to alternatively as Sky for segment reporting purposes,
commenced operations on December 15, 1996. The figures set forth in
this line item represent the total number of gross active residential
and commercial subscribers for Innova at the end of each year
presented. For a description of Innovas business and results of
operations and financial condition, see Information on the Company 
Business Overview  DTH Joint Ventures  Mexico and Central America.
Under Mexican FRS, effective January 1, 2001 and through March 31,
2004, we did not recognize equity in results in respect of our
investment in Innova in our income statement, as we recognized equity
in losses of Innova up to the amount of our initial investment and
subsequent capital contributions in Innova. See Operating and
Financial Review and Prospects  Results of Operations  Equity in
Earnings of Affiliates, Net. Since April 1, 2004, Innova has been
consolidated in our financial results.(12)
    
    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
(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 given that this business provides other services in
addition to pay-TV. See Operating and Financial Review and Prospects
 Results of Operations  Cable and Telecom and Information on the
Company  Business Overview  Cable and Telecom.(13)
    
    The results of operations of Esmas.com are included in the results of
operations of our Other Businesses segment. See Operating and
Financial Review and Prospects  Results of Operations  Other
Businesses. For a description of Esmas.com, see Information on the
Company  Business Overview  Other Businesses  Televisa Digital.
The figures set forth in this line item represent the number of
registered users in each year presented. The term registered user
means a visitor that has completed a profile questionnaire that
enables the visitor to use the e-mail service provided by Esmas.com.  6




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Dividends
   7




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##### Table of Contents



Exchange Rate Information
   Period
    
    High
    
    
    Low
    
    
    Average(1)
    
    
    Period End2003
    
    
    11.4063
    
    
    
    10.1130
    
    
    
    10.7950
    
    
    
    11.24202004
    
    
    11.6350
    
    
    
    10.8050
    
    
    
    11.2897
    
    
    
    11.15402005
    
    
    11.4110
    
    
    
    10.4135
    
    
    
    10.8938
    
    
    
    10.62752006
    
    
    11.4600
    
    
    
    10.4315
    
    
    
    10.9048
    
    
    
    10.79952007
    
    
    11.2692
    
    
    
    10.6670
    
    
    
    10.9277
    
    
    
    10.91692008:January
    
    
    10.9730
    
    
    
    10.8190
    
    
    
    10.9057
    
    
    
    10.8190February
    
    
    10.8236
    
    
    
    10.6730
    
    
    
    10.7679
    
    
    
    10.7263March
    
    
    10.8490
    
    
    
    10.6300
    
    
    
    10.7328
    
    
    
    10.6300April
    
    
    10.6005
    
    
    
    10.4605
    
    
    
    10.5244
    
    
    
    10.5322May
    
    
    10.5701
    
    
    
    10.3055
    
    
    
    10.4381
    
    
    
    10.3390June
(through June 24)
    
    
    10.4365
    
    
    
    10.2735
    
    
    
    10.3352
    
    
    
    10.2925
 
 (1)
    
    Annual average rates reflect the average of the daily exchange rate
during the relevant period.     8




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##### Table of Contents



Risk Factors
 The following is a discussion of risks associated with our company and an investment in our
securities. Some of the risks of investing in our securities are general risks associated with
doing business in Mexico. Other risks are specific to our business. The discussion below contains
information, among other things, about the Mexican government and the Mexican economy obtained from
official statements of the Mexican government as well as other public sources. We have not
independently verified this information. Any of the following risks, if they actually occur, could
materially and adversely affect our business, financial condition, results of operations or the
price of our securities.
 Risk Factors Related to Mexico
 Economic and Political Developments in Mexico May Adversely Affect Our Business
  Mexico Has Experienced Adverse Economic Conditions
   
    
    demand for advertising may decrease both because consumers may reduce expenditures for
our advertisers products and because advertisers may reduce advertising expenditures; and
    
    demand for publications, cable television, DTH satellite services, pay-per-view
programming, telecommunication services and other services and products may decrease because
consumers may find it difficult to pay for these services and products.
 Developments in Other Emerging Market Countries or in the U.S. May Adversely Affect the Mexican
Economy, the Market Value of Our Securities and Our Results of Operations
     9




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




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Mexican Antitrust Laws May Limit Our Ability to Expand Through Acquisitions or Joint Ventures
 Ley Federal de Competencia Económica
  Changes in Existing Mexican Laws and Regulations or the Imposition of New Ones May Negatively
Affect Our Operations and Revenue
  Ley Federal de Radio y Televisión Ley Federal de
Telecomunicaciones Ley Federal de Radio y Televisión Ley Federal de Telecomunicaciones Ley Federal de
Radio y Televisión Ley Federal de Radio y Televisión Ley
Federal de Telecomunicaciones Ley
Federal de Radio y Televisión
   11




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Differences Between Mexican FRS and U.S. GAAP May Have an Impact on the Presentation of Our
Financial Information
  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
   12




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##### Table of Contents



Risk Factors Related to Our Business
 The Operation of Our Business May Be Terminated or Interrupted if the Mexican Government Does Not
Renew or Revokes Our Broadcast or Other Concessions
  We Face Competition in Each of Our Markets That We Expect Will Intensify
   Acuerdo de Convergencia de Servicios Fijos de Telefonía Local y Televisión
y/o Audio Restringidos que se Proporcionan a Través de Redes Públicas Alámbricas e Inalámbricas
 Comisión Federal de
Electricidad
  13




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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 Relationship With Univision
       14




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##### Table of Contents



We Have Experienced Substantial Losses, Primarily in Respect of Our Investments in Innova, and May
Continue to Experience Substantial Losses as a Result of Our Participation in Innova, Which Would
Adversely Affect Our Net Income
  Televisa Does Not Maintain Complete Control Over the Operations of Innova
   We Have Evaluated the Possibility of Potential Losses in Innova in Case of Business Interruption
Due to the Loss of Transmission and Loss of the Use of Satellite Transponders, Which Would
Adversely Affect Our Net Income
   15




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##### Table of Contents



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
  Our Antitakeover Protections May Deter Potential Acquirors and May Depress Our Stock Price
   16




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



Forward-Looking Statements
  
    
    projections of operating revenues, net income (loss), net income (loss) per 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
Digital;
    
    statements concerning our current and future plans regarding our investment in the
Spanish television channel Gestora de Inversiones Audiovisuales La Sexta, S.A., or La Sexta;
    
    statements concerning our current and future plans regarding our gaming business;
    
    statements concerning our current and future plans regarding the introduction of fixed
telephony service by Cablevisión;
    
    statements concerning our transactions with and/or litigation involving Univision;
    
    statements concerning our series of transactions with DIRECTV and News Corporation, or
News Corp.;
    
    statements concerning our transactions with NBC Universals Telemundo
Communications Group, or Telemundo;
    
    statements concerning our plans to build and launch a new transponder satellite;
    
    statements about our acquisition of Editorial Atlántida, S.A., or Editorial Atlántida;
    
    statements about our recent acquisition of shares of companies owning the majority of the
assets of Bestel, S.A. de C.V., or Bestel;
    
    statements about our future economic performance or statements concerning general
economic, political or social conditions in the United Mexican States, or Mexico, or other
countries in which we operate or have investments; and
    
    statements or assumptions underlying these statements.
     19




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##### Table of Contents



Item 4. Information on the Company
 
 History and Development of the Company
 sociedad anónima bursátil, Ley General de Sociedades
Mercantiles, (folio mercantil) estatutos sociales,
      
 Capital Expenditures
  Year Ended December 31,(1)2005
    
    
    2006
    
    
    2007
    
    
    2008(Actual)
    
    
    (Actual)
    
    
    (Actual)
    
    
    (Forecast)(Millions of U.S. Dollars)Capital expenditures(2)
    
    U.S.$
    248.3
    
    
    U.S.$
    298.5
    
    
    U.S.$
    355.1
    
    
    U.S.$
    360.0La Sexta(3)
    
    
    1.4
    
    
    
    132.4
    
    
    
    89.9
    
    
    
    64.8Other acquisitions and investments(4)(5)
    
    
    68.0
    
    
    
    437.7
    
    
    
    416.2
    
    
    
    112.0Total capital expenditures and investments
    
    U.S.$
    317.7
    
    
    U.S.$
    868.6
    
    
    U.S.$
    861.2
    
    
    U.S.$
    536.8
 
 (1)
    
    Amounts in respect of some of the capital expenditures, investments
and acquisitions we made in 2005, 2006 and 2007 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
constant Pesos of purchasing power as of December 31, 2007 and, in the
case of data presented in U.S. Dollars, is translated at a rate of
Ps.10.9222 to one U.S. Dollar, the Interbank Rate as of December 31,
2007, and (ii) certain data regarding capital expenditures set forth
under Operating and Financial Review and Prospects  Results of
Operations  Liquidity, Foreign Exchange and Capital Resources 
Capital Expenditures, Acquisitions and Investments, Distributions and
Other Sources of Liquidity.  20




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##### Table of Contents



(2)
    
    Reflects capital expenditures for property, plant and equipment, as
well as general capital expenditures, in all periods presented. Also
includes U.S.$51.1 million in 2005, U.S.$75.9 million in 2006 and
U.S.$78.7 million in 2007 for the expansion and improvement of our
cable business; U.S.$109.2 million in 2005, U.S.$91.2 million in 2006
and U.S.$122.3 million in 2007 for the expansion and improvement of
our Sky segment and U.S.$22.5 million in 2006 and U.S.$41.4 million in
2007 for our gaming business.(3)
    
    In 2005 and 2006 we made capital contributions related to our 40%
interest in La Sexta in the amount of U.S.$1.4 and U.S.$132.4 million,
respectively (1.2 million and 104.6 million). During 2007, we made
additional capital contributions of U.S.$89.9 million (65.9 million).
Our projected total investment in La Sexta for 2008 is
U.S.$64.8 million (44.4 million).(4)
    
    In November 2005, we acquired Comtelvi, S. de R.L. de C.V., or
Comtelvi, from a third party for an aggregate amount of
U.S.$39.1 million. At the time of acquisition, Comtelvi had structured
note investments and other financial instrument assets and
liabilities, as well as tax losses of Ps.3,575.3 million that were
used by us in the fourth quarter of 2005. See Note 2 to our year-end
financial statements.(5)
    
    In the first quarter of 2006, we completed the acquisition of certain
operating assets, consisting primarily of trademarks, intellectual
property rights and other publishing assets owned by Editora Cinco,
S.A., or Editora Cinco, a publishing company in Mexico and Latin
America, for an aggregate amount of U.S.$15.0 million. In the second
quarter of 2006, we acquired part of the minority interest in Innova
that was formerly owned by Liberty Media International, Inc., or
Liberty Media, for an amount of U.S.$58.7 million to increase the
interest in our Sky business to 58.7%. In the fourth quarter of 2006,
we invested U.S.$258.0 million in long-term notes convertible into
99.99% of the equity of Alvafig, the holding company of a 49% interest
in Cablemás, a large cable operator in Mexico. In the second half of
2007, we acquired Editorial Atlántida, a leading publishing company in
Argentina for an aggregate amount of U.S.$78.8 million. In the fourth
quarter of 2007, we acquired the majority of the assets of Bestel, a
privately held, facilities-based telecommunications business in Mexico
for an amount of U.S.$256.0 million in cash plus an additional capital
contribution of U.S.$69.0 million. In the first quarter of 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. In 2008, we project to make additional capital contributions in
Volaris, our 25% interest in a low-cost carrier airline in Mexico, in
the amount of up to U.S.$12.0 million.  
 Business Overview
   21




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##### Table of Contents



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




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##### Table of Contents



Maintaining High Operating Segment Income Margins.
 Advertising Sales Plan.
  Continue Building Our Pay Television Platforms
 DTH.
  The key components of our DTH strategy include:
 
    
    offering high quality programming, including rights to our four over-the-air broadcast
channels, exclusive broadcasts of sporting events, such as the 2006 FIFA World Cup, the
Spanish Soccer League and a variety of Mexican Soccer League games, reality shows and other
programs produced by us, or with respect to which we have exclusive rights;
    
    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;
 
    
    upgrading 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.
  Expanding Our Publishing Business
     24




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##### Table of Contents



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
  Secretaría de Gobernación
       26




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##### Table of Contents



Television
 Television Industry in Mexico
 General. é
  Ratings and Audience Share.
  Programming
 Programming We Produce.
   27




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##### Table of Contents



Foreign-Produced Programming.
 Talent Promotion.
 Television Broadcasting
  WhollyOwnedMexico City
    
    
    Wholly
    
    
    Majority
    
    
    MinorityAnchor
    
    
    Owned
    
    
    Owned
    
    
    Owned
    
    
    Independent
    
    
    TotalStations
    
    
    Affiliates
    
    
    Affiliates
    
    
    Affiliates
    
    
    Affiliates
    
    
    StationsChannel 2
    
    
    1
    
    
    
    124
    
    
    
    2
    
    
    
    
    
    
    
    1
    
    
    
    128Channel 4
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Channel 5
    
    
    1
    
    
    
    61
    
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    66Channel 9
    
    
    1
    
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    14
    
    
    
    29Subtotal
    
    
    4
    
    
    
    199
    
    
    
    2
    
    
    
    
    
    
    
    19
    
    
    
    224Border Stations
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Local (Stations) Affiliates
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    1
    
    
    
    14
    
    
    
    33Total
    
    
    4
    
    
    
    218
    
    
    
    2
    
    
    
    1
    
    
    
    33
    
    
    
    258
   Average Audience Share
January 2005  December 2007(1)
 
 
 (1)
    
    Source: IBOPE Mexico national surveys.  28




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##### Table of Contents



Average Ratings
January 2005  December 2007(1)
 
 
 (1)
    
    Source: IBOPE Mexico national surveys. Channel 2 Network. El Canal de las Estrellas
 Política Nacional para la Introducción de los Servicios de Televisión Digital
Terrestre
  Year Ended December 31,2005(1)
    
    
    2006(1)
    
    
    2007(1)Prime time hours
    
    
    31.8
    %
    
    
    32.8
    %
    
    
    29.9
    %Weekday prime time hours
    
    
    36.2
    %
    
    
    37.3
    %
    
    
    33.6
    %Sign-on to sign-off hours
    
    
    30.3
    %
    
    
    31.8
    %
    
    
    29.7
    %
 
 (1)
    
    Source: IBOPE Mexico national surveys.  Channel 5 Network.
 Política Nacional para la Introducción de los Servicios de Televisión Digital
Terrestre
  Year Ended December 31,2005(1)
    
    
    2006(1)
    
    
    2007(1)Prime time hours
    
    
    17.4
    %
    
    
    16.9
    %
    
    
    18.7
    %Weekday prime time hours
    
    
    15.9
    %
    
    
    14.9
    %
    
    
    16.6
    %Sign-on to sign-off hours
    
    
    20.1
    %
    
    
    19.1
    %
    
    
    20.6
    %
 
 (1)
    
    Source: IBOPE Mexico national surveys.  29




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##### Table of Contents



Channel 4 Network.
 Política Nacional para la Introducción de los Servicios de Televisión Digital
Terrestre
  Year Ended December 31,2005(1)
    
    
    2006(1)
    
    
    2007(1)Prime time hours
    
    
    6.0
    %
    
    
    6.1
    %
    
    
    7.3
    %Weekday prime time hours
    
    
    6.3
    %
    
    
    6.5
    %
    
    
    8.1
    %Sign-on to sign-off hours
    
    
    7.6
    %
    
    
    7.5
    %
    
    
    8.6
    %
 
 (1)
    
    Source: IBOPE Mexico national surveys.  Channel 9 Network.
 Política Nacional para la Introducción de los Servicios de Televisión Digital
Terrestre
  Year Ended December 31,2005(1)
    
    
    2006(1)
    
    
    2007(1)Prime time hours
    
    
    13.4
    %
    
    
    13.7
    %
    
    
    13.1
    %Weekday prime time hours
    
    
    10.6
    %
    
    
    11.4
    %
    
    
    10.7
    %Sign-on to sign-off hours
    
    
    12.2
    %
    
    
    12.6
    %
    
    
    12.1
    %
 
 (1)
    
    Source: IBOPE Mexico national surveys.  30




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##### Table of Contents



Local Affiliates.
 Política Nacional para la Introducción de los Servicios de Televisión Digital
Terrestre
 Border Stations.
 Advertising Sales Plan.
  Pay Television Networks.
  31




---



##### 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.
  Programming Exports.
 Expansion of Programming Reach.
 Publishing
 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 EGM Electronic Gaming Monthly Maxim Marie Claire Mens Health
and Prevention ESPN Magazine Sport Life Automóvil Panamericano Muy Interesante Padres e Hijos Disney Princesas Disney Winnie Pooh, Disney Hadas, Power Rangers W.I.T.C.H Nick National Geographic National Geographic Kids
   32




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##### Table of Contents



Cinemania Lola, Erase Una Vez National Geographic Traveler Womans
Health Runners World
 Publishing Distribution
  Cable and Telecom
 The Cable Television Industry in Mexico. Cámara Nacional de la Industria de Televisión por
Cable
 Mexico City Cable System.
 Digital Cable Television Services. ®
 Pay-Per-View Channels.
 Cable Television Revenues.
 Cable Television Initiatives.
 
    
    enhanced programming services, including video games; and
 
    
    IP telephony services.
  33




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##### Table of Contents



Other Businesses
 Televisa Digital.
     34




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##### Table of Contents



Sports and Show Business Promotions.
 Soccer. América
 América
 Promotions.
 Feature Film Production and Distribution.
 La Última Noche Puños Rosas
    Gaming Business. Secretaría de
Gobernación
 Radio Stations.
  35




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##### Table of Contents



Radio Advertising.
 Investments
 OCEN.
   Mutual Fund Venture.
  36




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##### Table of Contents



Volaris.
 La Sexta.
        Walmex.
  37




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##### Table of Contents



TVI.
   Alvafig.
  DTH Joint Ventures
 Background.
    38




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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 and DIRECTV Mexico entered into a letter agreement which provided for cash
payments to be made by Innova or DIRECTV Mexico based on the number of subscribers
successfully migrating to Innova, the applicable sign-up fees for migrating subscribers, or
certain migrated subscribers churning shortly after migration, among other specified
payments under the agreement;
 
    
    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;
 
    
    pursuant to the DTH agreement we entered into with News Corp., Innova, DIRECTV and DTVLA,
with respect to certain DTH platforms owned or operated by News Corp. or DIRECTV or their
affiliates and subject to certain restrictions, we have the right to require carriage of
five of our channels on any such platform serving Latin America (including Puerto Rico but
excluding Mexico, Brazil and countries in Central America), two of our channels on any such
platform serving the United States or Canada, and one of our channels on any such platform
serving areas other than the United States and Latin America;
 
    
    we, News Corp., Innova, DIRECTV and DTVLA entered into a DTH agreement that, among other
things, governs the rights of the parties with respect to DTVLAs announced shutdown of its
Mexican DTH business, planned shutdown of its existing DTH business in certain countries in
Central America, the carriage of certain of our programming channels by Innova and other DTH
platforms of DIRECTV, DTVLA, News Corp. and their respective affiliates, and the waiver and
potential release of certain claims between certain of the parties; 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.
  39




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##### Table of Contents




    
    we entered into a purchase and sale agreement with DIRECTV, pursuant to which, among
other things, (i) DIRECTV acquired all of our direct equity interests in ServiceCo,
(ii) DIRECTV agreed to purchase all of our indirect equity interests in MCOP and
(iii) DIRECTV has agreed to indemnify us for any and all losses arising out of our status as
a partner in MCOP;
 
    
    DIRECTV also agreed to purchase each of News Corp.s, Liberty Medias and Globopars
equity interests in TechCo (a U.S. partnership formed to provide technical services from a
main uplink facility in Miami Lakes, Florida and a redundancy site in Port St. Lucie,
Florida), ServiceCo and MCOP; and
 
    
    PanAmSat Corporation (now Intelsat Corporation) unconditionally released us from any and
all obligations related to the MCOP transponder lease.
  
    
    DIRECTV Holdings exercised its right to acquire News Corp.s 30% interest in Innova and
DTVLA exercised the right to purchase the options granted to News Corp. by Innova and Innova
Holdings to purchase up to an additional 12% of the outstanding equity of each of such
entities pursuant to the previously disclosed option agreement;
 
    
    DTVLA exercised an option to purchase 12% of Innova and Innova Holdings which was based
on the number of subscribers successfully migrating to Innova, by delivering to Innova and
Innova Holdings the two promissory notes issued in connection with Innovas purchase of
DIRECTV Mexicos subscriber list for cancellation in October 2004;
 
    
    DIRECTV Mexico made cash payments to Innova totaling approximately U.S.$2.7 million
pursuant to a letter agreement entered into by both parties in October 2004 in connection
with the purchase of the DIRECTV Mexicos subscriber list. The payments were made due to
certain ineligible subscribers, applicable sign-up costs, and other costs under the side
letter;
 
    
    DIRECTV Holdings purchased all of Liberty Medias 10% interest in Innova. As described
below, we exercised the right to acquire two-thirds of this 10% equity interest acquired
from Liberty Media; and
 
    
    we entered into an amended and restated guaranty with PanAmSat Corporation (now Intelsat
Corporation) pursuant to which the proportionate share of Innovas transponder lease
obligation guaranteed by us was to cover a percentage of the transponder lease obligations
equal to our percentage ownership of Innova. As a result of our acquisition of two-thirds of
the equity interests that from Liberty Media, the guarantee has been readjusted to cover a
percentage of the transponder lease obligations equal to our percentage ownership of Innova.
     40




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Mexico and Central America.
        Programming.
  41




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##### Table of Contents



Univision
        42




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##### Table of Contents



Competition
  Television Broadcasting
 é
    Publishing
   43




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##### Table of Contents



Cable and Telecom
 Ley Federal de
Telecomunicaciones
     Radio
   Feature Film Production and Distribution
  DTH Satellite Services
   44




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##### Table of Contents



Gaming Business
  Regulation
  Television
 Mexican Television Regulations
 Concessions.
 Ley Federal de Radio y Televisión Ley Federal de
Telecomunicaciones Ley Federal de Radio y Televisión Ley Federal de Telecomunicaciones Ley Federal de
Radio y Televisión Ley Federal de Radio y Televisión
  45




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##### Table of Contents



Ley Federal de Telecomunicaciones Ley Federal de Radio y Televisión 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.
     
    
    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;
  46




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##### Table of Contents




    
    transfer or encumbrance, in whole or in part, of the concession, the rights arising
therefrom, the broadcasting equipment or any assets dedicated to the concessionaires
activities, to a foreign government, company or individual, or the admission of any such
person as a partner in the concessionaires business;
 
    
    failure to broadcast for more than 60 days without reasonable justification;
 
    
    any amendment to the bylaws of the concessionaire that is in violation of applicable
Mexican law; and
 
    
    any breach to the terms of the concession title.
    Supervision of Operations.
 Secretaría de Gobernación
  Networks.
 Restrictions on Advertising. Ley General de Salud
   47




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##### Table of Contents



Broadcast Tax.
 Foreign Ownership. Ley de Inversión Extranjera Reglamento de la Ley de Inversión
Extranjera
 Radio
  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.
   48




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##### Table of Contents



Reglamento del Servicio de Televisión y Audio
Restringidos Ley Federal de Radio y Televisión Reglamento de la Ley Federal de Radio y Televisión.
  Supervision of Operations.
    Restrictions on Advertising.
 Government Participation.
 Forfeiture of Assets.
 Non-Mexican Ownership of Public Telecommunications Networks
 Comisión Nacional de Inversiones Extranjeras
 Application of Existing Regulatory Framework to Internet Access and IP Telephony Services
   49




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##### Table of Contents



Satellite Communications
 Mexican Regulation of DTH Satellite Services.
  
    
    the failure to use the concession within 180 days after it was granted;
 
    
    a declaration of bankruptcy of the concessionaire;
 
    
    failure to comply with the obligations or conditions specified in the concession;
 
    
    unlawful assignments of, or encumbrances on, the concession; or
 
    
    failure to pay to the government the required fees.
    Regulation of DTH Satellite Services in Other Countries.
 Mexican Gaming Regulations
 Ley Federal de Juegos y Sorteos Reglamento de la Ley Federal de Juegos y Sorteos Secretaría de Gobernación
  50




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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 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.
   51




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##### Table of Contents



Mexican Electoral Amendment
      Significant Subsidiaries
  Jurisdiction ofOrganization or
    
    
    PercentageName of Significant Subsidiary
    
    Incorporation
    
    
    Ownership(1)Corporativo Vasco de Quiroga, S.A. de C.V.(2)
    
    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 Mas, S.A. de C.V.(3)(7) )(8)
    
    Mexico
    
    
    100.0
    %Sky DTH, S. de R.L. de C.V.(7)
    
    Mexico
    
    
    100.0
    %Innova, S. de R.L. de C.V. (Innova)(9)
    
    Mexico
    
    
    58.7
    %Grupo Distribuidoras Intermex, S.A. de C.V.(3)(10)
    
    Mexico
    
    
    100.0
    %Paxia, S.A. de C.V.(3)(11)
    
    Mexico
    
    
    100.0
    %Sistema Radiópolis, S.A. de C.V.(2)(3)(12)
    
    Mexico
    
    
    50.0
    %Telesistema Mexicano, S.A. de C.V.(13)
    
    Mexico
    
    
    100.0
    %G-Televisa-D, S.A. de C.V.(14)
    
    Mexico
    
    
    100.0
    %Televisa, S.A. de C.V.(15)
    
    Mexico
    
    
    100.0
    %Televisa Juegos, S.A. de C.V.(2)(3)(16)
    
    Mexico
    
    
    100.0
    %Televisión Independiente de México, S.A. de C.V.(3)(13)
    
    Mexico
    
    
    100.0
    %
 
 (1)
    
    Percentage of equity owned by us directly or indirectly through subsidiaries or affiliates.(2)
    
    One of four direct subsidiaries through which we conduct the operations of our Other Businesses segment,
excluding Internet operations.(3)
    
    While this subsidiary is not a significant subsidiary within the meaning of Rule 1-02(w) of Regulation S-X
under the Securities Act, we have included this subsidiary in the table above to provide a more complete
description of our operations.  52




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##### Table of Contents



(4)
    
    Subsidiary through which we own equity interests in and conduct the operations of our Cable and Telecom segment.(5)
    
    Indirect subsidiary through which we conduct the operations of our Cable and Telecom segment.(6)
    
    Direct subsidiary through which we conduct the operations of our Publishing segment.(7)
    
    One of two subsidiaries through which we own our equity interest in Innova.(8)
    
    Direct subsidiary through which we own equity interests in and conduct our Internet business.(9)
    
    Consolidated variable interest entity through which we conduct the operations of our Sky segment. We currently
own a 58.7% interest in Innova.(10)
    
    Direct subsidiary through which we conduct the operations of our Publishing Distribution segment.(11)
    
    Direct subsidiary through which we maintain 99.99% of the capital stock of Alvafig, a holding company with an
interest of 49% in Cablemás, a large cable operator in Mexico.(12)
    
    Direct subsidiary through which we conduct the operations of our Radio business.(13)
    
    One of two direct subsidiaries through which we conduct the operations of our Television Broadcasting, Pay
Television Networks and Programming Exports segments.(14)
    
    Indirect subsidiary through which we conduct certain operations of our Television Broadcasting segment.(15)
    
    Indirect subsidiary through which we conduct the operations of our Television Broadcasting, Pay Television
Networks and Programming Exports segments.(16)
    
    Direct subsidiary through which we conduct the operations of our Gaming business.  Property, Plant and Equipment
 Broadcasting, Office and Production Facilities.
   53




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##### Table of Contents



Number ofOperations
    
    Properties
    
    
    LocationTelevision and news activitiesOwned properties
    
    
    2
    
    
    San Diego, California(1)Leased properties
    
    
    
    
    
    Buenos Aires, Argentina(1)4
    
    
    Madrid, Spain(2)San Diego, California(1)
Zug, Switzerland(1)Publishing activitiesOwned properties
    
    
    8
    
    
    Miami, Florida(1)Santiago, Chile(1)Quito, Ecuador(1)Guayaguil, Ecuador(1)Cali, Colombia(1)Alicate, Colombia(1)Buenos Aires, Argentina(2)Leased properties
    
    
    10
    
    
    Beverly Hills, California(1)Miami, Florida(1)New York, New York(1)Medellín, Colombia(1)Bogota, Colombia(3)Quito, Ecuador(1)Caracas, Venezuela(1)San Juan, Puerto Rico(1)Publishing distribution and other activitiesOwned properties
    
    
    2
    
    
    Lima, Peru(1)Guayaquil, Ecuador(1)Leased properties
    
    
    80
    
    
    Quito, Ecuador(2)Guayaquil, Ecuador(1)Buenos Aires, Argentina(1)Panamá, Panamá(2)Santiago, Chile (45)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(1)DTHLeased properties
    
    
    1
    
    
    San José, Costa Rica(1)TelephonyLeased properties
    
    
    6
    
    
    San Antonio, Texas(3)Dallas, Texas(1)Laredo, Texas(1)McAllen, Texas(1)
  54




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Satellites.
        Insurance.
  55




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##### Table of Contents



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
   
 Results of Operations
  Year Ended December 31,(1)2005
    
    
    2006
    
    
    2007Operating Segment Net SalesTelevision Broadcasting
    
    
    55.4
    %
    
    
    53.8
    %
    
    
    49.7
    %Pay Television Networks
    
    
    3.3
    
    
    
    3.4
    
    
    
    4.3Programming Exports
    
    
    5.6
    
    
    
    5.4
    
    
    
    5.3Publishing
    
    
    7.5
    
    
    
    7.4
    
    
    
    7.8Publishing Distribution
    
    
    1.2
    
    
    
    1.1
    
    
    
    1.1Sky
    
    
    17.9
    
    
    
    19.1
    
    
    
    19.7Cable and Telecom
    
    
    4.2
    
    
    
    5.1
    
    
    
    6.1Other Businesses
    
    
    4.9
    
    
    
    4.7
    
    
    
    6.0Total Segment Net Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Intersegment Operations
    
    
    (3.1
    )
    
    
    (2.8
    )
    
    
    (2.6
    )Total Consolidated Net Sales
    
    
    96.9
    %
    
    
    97.2
    %
    
    
    97.4
    %Total Net SalesCost of Sales(2)
    
    
    45.4
    %
    
    
    42.7
    %
    
    
    43.6
    %Selling Expenses(2)
    
    
    8.2
    
    
    
    7.9
    
    
    
    7.9Administrative Expenses(2)
    
    
    5.7
    
    
    
    6.1
    
    
    
    5.9Depreciation and Amortization
    
    
    7.4
    
    
    
    7.1
    
    
    
    7.8Consolidated Operating Income
    
    
    33.3
    
    
    
    36.2
    
    
    
    34.8Total
    
    
    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.  56




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##### Table of Contents



Summary of Business Segment Results
  Year Ended December 31,(1)2005
    
    
    2006
    
    
    2007(Millions of Pesos in purchasing power as of December 31, 2007)Operating Segment Net SalesTelevision Broadcasting
    
    Ps.
    20,049.8
    
    
    Ps.
    21,760.4
    
    
    Ps.
    21,213.2Pay Television Networks
    
    
    1,199.7
    
    
    
    1,379.0
    
    
    
    1,852.0Programming Exports
    
    
    2,025.3
    
    
    
    2,190.3
    
    
    
    2,262.1Publishing
    
    
    2,705.1
    
    
    
    2,993.9
    
    
    
    3,311.9Publishing Distribution
    
    
    434.2
    
    
    
    449.8
    
    
    
    479.2Sky
    
    
    6,463.3
    
    
    
    7,732.9
    
    
    
    8,402.2Cable and Telecom
    
    
    1,517.1
    
    
    
    2,059.4
    
    
    
    2,611.6Other Businesses
    
    
    1,801.9
    
    
    
    1,922.3
    
    
    
    2,560.4Total Segment Net Sales
    
    
    36,196.4
    
    
    
    40,488.0
    
    
    
    42,692.6Intersegment Operations
    
    
    (1,128.4
    )
    
    
    (1,130.3
    )
    
    
    (1,131.1
    )Total Consolidated Net Sales
    
    Ps.
    35,068.0
    
    
    Ps.
    39,357.7
    
    
    Ps.
    41,561.5Operating Segment Income (Loss)Television Broadcasting
    
    Ps.
    9,557.6
    
    
    Ps.
    10,996.3
    
    
    Ps.
    10,518.1Pay Television Networks
    
    
    559.4
    
    
    
    707.9
    
    
    
    1,150.2Programming Exports
    
    
    721.9
    
    
    
    902.0
    
    
    
    1,032.0Publishing
    
    
    518.4
    
    
    
    576.7
    
    
    
    624.4Publishing Distribution
    
    
    7.1
    
    
    
    18.7
    
    
    
    28.5Sky
    
    
    2,717.2
    
    
    
    3,689.1
    
    
    
    4,037.9Cable and Telecom
    
    
    528.6
    
    
    
    847.5
    
    
    
    947.2Other Businesses
    
    
    (138.4
    )
    
    
    (224.9
    )
    
    
    (266.0
    )Total Operating Segment Income(2)
    
    
    14,471.8
    
    
    
    17,513.3
    
    
    
    18,072.3Corporate Expenses(2)
    
    
    (197.0
    )
    
    
    (467.8
    )
    
    
    (368.3
    )Depreciation and Amortization
    
    
    (2,611.6
    )
    
    
    (2,779.8
    )
    
    
    (3,223.1
    )Total Consolidated Operating Income(3)
    
    Ps.
    11,663.2
    
    
    Ps.
    14,265.7
    
    
    Ps.
    14,480.9
 
 (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 operating segment income (loss), and total operating segment
income data set forth in this annual report do not reflect corporate
expenses or 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.  57




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##### Table of Contents



Seasonality
  Results of Operations for the Year Ended December 31, 2007
Compared to the Year Ended December 31, 2006
 Total Segment Results
 Net Sales
  Cost of Sales
  Selling Expenses
  Administrative Expenses
   58




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Television Broadcasting
    Advertising Rates and Sales
     Pay Television Networks
    59




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Programming Exports
    Publishing
    Publishing Distribution
   60




---



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Sky
    Cable and Telecom
     61




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##### Table of Contents



Other Businesses
    Depreciation and Amortization
  Non-operating Results
 Other Expense, Net
   Integral Cost of Financing
  
    
    interest expense, including the restatement of our UDI denominated notes in 2006;
 
    
    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.
  62




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Equity in Losses of Affiliates, Net
   Income Taxes
    Minority Interest Net Income
    63




---



##### Table of Contents



Majority Interest Net Income
  
    
    a Ps.65.3 million increase in other expense, net;
 
    
    a Ps.124.5 million increase in equity in earnings of affiliates, net;
 
    
    a Ps.1,257.1 million increase in income taxes; and
 
    
    a Ps.325.5 million increase in minority interest net income.
  
    
    a Ps.215.2 million increase in operating income; and
 
    
    a Ps.730.8 million decrease in integral cost of financing, net.
 Results of Operations for the Year Ended December 31, 2006
Compared to the Year Ended December 31, 2005
 Total Segment Results
 Net Sales
  Cost of Sales
  Selling Expenses
  Administrative Expenses
   64




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Television Broadcasting
   Pay Television Networks
   Programming Exports
   Publishing
   Publishing Distribution
   65




---



##### Table of Contents



Sky
   Cable and Telecom
   Other Businesses
   Depreciation and Amortization
   66




---



##### Table of Contents



Non-Operating Results
 Other Expense, Net
  Integral Cost of Financing
   Equity in Results of Affiliates, Net
  Income Taxes
   Cumulative Loss of Accounting Change, Net
   67




---



##### Table of Contents



Minority Interest Net Income
  Majority Interest Net Income
  
    
    a Ps.2,602.5 million increase in operating income;
 
    
    a Ps.782.9 million decrease in integral cost of financing, net;
 
    
    a Ps.546.4 million decrease in cumulative loss of accounting change; and
 
    
    a Ps.560.0 million decrease in minority interest.
  
    
    a Ps.117.2 million increase in other expense, net;
 
    
    a Ps.1,281.4 million increase in income taxes; and
 
    
    a Ps.797.7 million decrease in equity in results of affiliates, net.
 Effects of Devaluation and Inflation
  
    
    the percentage that the Peso devalued or appreciated against the U.S. Dollar;
 
    
    the Mexican inflation rate;
 
    
    the U.S. inflation rate; and
 
    
    the percentage change in Mexican GDP compared to the prior period.
 Year EndedDecember 31,2005
    
    
    2006
    
    
    2007Devaluation (appreciation) of the Peso as compared to the U.S. Dollar(1)
    
    
    (4.7
    )%
    
    
    1.7
    %
    
    
    1.1
    %Mexican inflation rate(2)
    
    
    3.3
    
    
    
    4.1
    
    
    
    3.8U.S. inflation rate
    
    
    3.4
    
    
    
    2.5
    
    
    
    4.1Increase in Mexican GDP(3)
    
    
    3.1
    
    
    
    4.9
    
    
    
    3.2
 
 (1)
    
    Based on changes in the Interbank Rates, as reported by Banamex, at
the end of each period, which were as follows: Ps.10.6265 per U.S.
Dollar as of December 31, 2005; Ps.10.8025 per U.S. Dollar as of
December 31, 2006; and Ps.10.9222 per U.S. Dollar as of December 31,
2007.(2)
    
    Based on changes in the NCPI from the previous period, as reported by
the Mexican Central Bank, which were as follows: 116.3 in 2005; 121.0
in 2006; and 125.6 in 2007.(3)
    
    As reported by the Instituto Nacional de Estadística, Geografía e
Informática, or INEGI, and, in the case of GDP information for 2007,
as estimated by INEGI.  68




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##### Table of Contents




    
    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.
 
    
    U.S. Dollar-denominated Revenues and Operating Costs and Expenses.We have substantial
operating costs and expenses denominated 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 U.S. Dollar-denominated revenues and operating costs and expenses for 2005, 2006
and 2007:
 Year Ended December 31,2005
    
    
    2006
    
    
    2007(Millions of U.S. Dollars)Revenues
    
    
    U.S.$385
    
    
    
    U.S.$470
    
    
    
    U.S.$570Operating costs and expenses
    
    
    393
    
    
    
    529
    
    
    
    615
  
    
    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.
  69




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U.S. GAAP Reconciliation
  Recently Issued U.S. Accounting Standards
      70




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Recently Issued Mexican Financial Reporting Standards
   Effects of Inflation
 Benefits to Employees Labor
Obligations
  71




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##### Table of Contents



Income Taxes Accounting for Income
Tax, Asset Tax and Employees Profit Sharing
  Statement of Cash Flows
 Translation of Foreign Currencies Foreign Currency Transactions and Translation of Financial Statements of Foreign Operations
 Effects of the Flat Rate Business Tax
 Critical Accounting Policies
  Accounting for Programming.
  72




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Equity Investments.
    Goodwill and Other Indefinite-lived Intangible Assets.
   73




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##### Table of Contents



Long-lived Assets.
 Deferred Income Taxes.
  Liquidity, Foreign Exchange and Capital Resources
 Liquidity.
  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.
  74




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##### Table of Contents




    
    a Ps.3,014.5 million increase in operating income;
 
    
    a Ps.861.7 million decrease in income and asset taxes; and
 
    
    a Ps.780.9 million decrease in integral cost of financing, which was due primarily to a
decrease in foreign exchange loss and interest expense.
   
    
    a Ps.2,412.6 million increase in operating income; and
 
    
    a Ps.96.6 million decrease in other expense, net.
  
    
    a Ps.1,050.9 million increase in income and asset taxes; and
 
    
    a Ps.216.0 million increase in integral cost of financing, which was due primarily to an
increase in foreign exchange loss.
 Capital Expenditures, Acquisitions and Investments, Distributions and Other Sources of Liquidity.
  
    
    make aggregate expenditures for property, plant and equipment of approximately
U.S.$360.0 million, which amount includes capital expenditures in the amount of
approximately U.S.$85.0 million, U.S.$120.0 million and U.S.$50.0 million for the expansion
and improvements of our Cable and Telecom, Sky and gaming segments, respectively;
 
    
    make investments related to our 40% interest in La Sexta for an aggregate amount of
44.4 million (U.S.$64.8 million);
 
    
    make an additional investment of U.S.$100.0 million in Alvafig to increase its interest
in the capital stock of Cablemás; and
 
    
    make additional capital contributions in Volaris, our 25% interest in a low-cost carrier
airline in Mexico for up to U.S.$12.0 million.
  
    
    made aggregate capital expenditures totaling U.S.$355.1 million, including
U.S.$78.7 million for our Cable and Telecom segment, U.S.$122.3 million for Sky,
U.S.$41.4 million for gaming, and U.S.$112.7 million in our Television Broadcasting and
Other Business segments;
 
    
    made investments related to our 40% interest in La Sexta for an aggregate amount of
65.9 million (U.S.$89.9 million);
 
    
    acquired Editorial Atlántida, a leading publishing company in Argentina, for
approximately U.S.$78.8 million; and
 
    
    acquired in December 2007 shares of companies that hold the majority of the assets of
Bestel, a privately held, facilities-based telecommunications company in Mexico by our
indirect majority-owned subsidiary, Cablestar for U.S.$256.0 million in cash plus an
additional capital contribution of U.S.$69.0 million.
  75




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##### Table of Contents




    
    made aggregate capital expenditures totaling U.S.$298.5 million, including
U.S.$75.9 million for our cable television segment, U.S.$91.2 million for Sky,
U.S.$22.5 million for gaming, and U.S.$108.9 million in our Television Broadcasting and
Other Business segments;
 
    
    made investments related to our 40% interest in La Sexta for an aggregate amount of
U.S.$132.4 million (104.6 million), and capital contributions of U.S.$7.5 million in
Volaris related to our 25% interest in this venture;
 
    
    acquired a 50% interest in TVI, a cable television company in Mexico, in the amount of
Ps.798.3 million, which was substantially paid in cash, and provided funding to TVI in the
form of a loan in the nominal amount of Ps. 240.6 million; and
 
    
    invested U.S.$258.0 million in long-term notes convertible, at our option, into 99.99% of
the equity of Alvafig, which held, at such time, 49% of the equity of Cablemás, a large
cable operator in Mexico, with a coupon rate of 8% in the first year and 10% in the four
remaining years.
 Refinancings.
        76




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##### Table of Contents



Indebtedness.
 Debt Outstanding(1)December 31,2007
    
    
    Interest
    
    
    
    
    MaturityDescription of Debt
    
    Actual
    
    
    Rate(2)
    
    
    Denomination
    
    of DebtLong-term debt8% Senior Notes(2)(3)
    
    
    785.8
    
    
    
    8.0
    %
    
    U.S. Dollars
    
    
    20118.5% Senior Notes(2)
    
    
    3,276.7
    
    
    
    8.5
    %
    
    U.S. Dollars
    
    
    20326.625% Senior Notes(2)(3)
    
    
    6,553.3
    
    
    
    6.625
    %
    
    U.S. Dollars
    
    
    20258.49% Senior Notes(7)
    
    
    4,500.0
    
    
    
    8.490
    %
    
    Pesos
    
    
    2037Innovas 9.375% Senior Notes(4)(8)
    
    
    122.9
    
    
    
    9.375
    %
    
    U.S. Dollars
    
    
    2013Banamex loan due 2009(8)
    
    
    1,162.5
    
    
    
    9.70
    %
    
    Pesos
    
    
    2009Banamex loan due 2010 and 2012(8)
    
    
    2,000.0
    
    
    
    10.35
    %
    
    Pesos
    
    2010 and 2012JPMorgan Chase Bank, N.A. loan(5)
    
    
    2,457.4
    
    
    
    5.330
    %
    
    U.S. Dollars
    
    
    2012Santander Serfin loan(4)(8)
    
    
    1,400.0
    
    
    
    8.98
    %
    
    Pesos
    
    
    2016Banamex loan due 2008(8)
    
    
    480.0
    
    
    
    8.925
    %
    
    Pesos
    
    
    2008Banamex loan due 2016(4)(8)
    
    
    2,100.0
    
    
    
    8.74
    %
    
    Pesos
    
    
    2016Other debt(6)
    
    
    83.4
    
    
    
    4.95
    %
    
    Various
    
    
    2008-2022Total debt (including current maturities)
    
    
    24,922.0
    
    
    
    
    
    
    
    
    15.2 years
    (9)Less: current maturities
    
    
    488.6
    
    
    
    
    
    
    Various
    
    December 2008Total long-term debt
    
    
    24,433.4
 
 (1)
    
    U.S. Dollar-denominated debt is translated into Pesos at an exchange rate
of Ps.10.9222 per U.S. Dollar, the Interbank Rate, as reported by Banamex,
as of December 31, 2007.(2)
    
    These Senior Notes 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, 2025, 2032 and 2037,
including additional amounts payable in respect of certain Mexican
withholding taxes, is 8.41%, 6.97%, 8.94% and 8.93% per annum,
respectively, and is payable semi-annually. These Senior Notes may not be
redeemed prior to maturity, except in the event of certain changes in law
affecting the Mexican withholding tax treatment of certain payments on the
securities, in which case the securities will be redeemable, as a whole
but not in part, at the option of the Company. The Senior Notes due 2011
and 2032 were priced at 98.793% and 99.431%, respectively, for a yield to
maturity of 8.179% and 8.553%, respectively. The indenture governing these
Senior Notes contains covenants that limit the ability of the Company and
certain restricted subsidiaries engaged in Television Broadcasting, Pay
Television Networks and Programming Exports, to incur or assume liens,
perform sale and leaseback transactions, and consummate certain mergers,
consolidations and similar transactions. Substantially all of these Senior
Notes are registered with the SEC.(3)
    
    In March and May 2005, the Company issued these Senior Notes in the
aggregate amount of U.S.$400.0 million and U.S.$200.0 million,
respectively, which were priced at 98.081% and 98.632%, respectively, for
a yield to maturity of 6.802% and 6.787%, respectively. The net proceeds
of the U.S.$400.0 million issuance, together with cash on hand, were used
to fund the Companys tender offers made for any or all of the Senior
Notes due 2011 and the UDI-denominated Notes due 2007, and prepay a
portion of the outstanding principal amount of these securities in the
amount of U.S.$222.0 million and Ps.3,045,427 (nominal Ps.2,935,097),
respectively. The net proceeds of the U.S.$200.0 million issuance were
used for corporate purposes, including the prepayment of some of the
Companys outstanding indebtedness.(4)
    
    These Senior Notes are unsecured and unsubordinated obligations of Sky.
Interest on these Senior Notes, including additional amounts payable in
respect of certain Mexican withholding taxes, is 9.8580%, and is payable
semi-annually. Sky may, at its own option, redeem these Senior Notes, in
whole or in part, at any time on or after September 19, 2008 at redemption
prices from 104.6875% to 101.5625% between September 19, 2008 through
September 18, 2011, or 100% commencing on September 19, 2011, plus accrued
and unpaid interest, if any. In March and April 2006, Sky entered into two
10-year loans with Mexican banks in the aggregate principal amount of
Ps.3,500,000 to fund, together with cash on hand, a tender offer and
consent solicitation made for any or all of the Senior Notes due 2013, and
prepaid a principal amount of U.S.$288.7 million or 96.2% of these
securities. The total aggregate amount paid by Sky in connection with this
tender offer was U.S.$324.3 million, which included related consents and
accrued and unpaid interest. The 10-year Sky indebtedness is guaranteed by
the Company and includes a nominal Ps.2,100,000 loan with an annual
interest rate of 8.74% and a Ps.1,400,000 loan with an annual interest
rate of 8.98% for the first three years, and the Mexican interbank
interest rate of TIIE plus 24 basis points for the remaining seven
years. Interest on these two 10-year loans is payable on a monthly basis.  77




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##### Table of Contents



(5)
    
    In December 2007, Cablevisión entered into a 5-year term loan facility in
the aggregate principal amount of U.S.$225.0 million in connection with
the financing for the acquisition of Letseb and Bestel USA, Inc. This loan
is intended to be syndicated during the life of the facility. Annual
interest on this loan facility is payable on a quarterly basis at LIBOR
plus an applicable margin that may range from 0.375% to 0.625% depending
on a leverage ratio. Under the terms of the loan facility, Cablevisión and
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.(6)
    
    Includes notes payable to banks, bearing annual interest rates in a range
of 0.11 to 1.25 points above LIBOR. The maturities of these notes are
between 2008 and 2022.(7)
    
    In May 2007, the Company issued these Senior Notes in the aggregate
principal amount of Ps.4,500,000. The net proceeds from this issuance were
used to replenish the Companys cash position following the payment, with
cash on hand, of Ps.992,900 of our outstanding 8.15% UDI-denominated Notes
that matured in April 2007 and for the repurchase of the Companys shares.
The Company used the remaining net proceeds from this issuance for general
corporate purposes, including the repayment of other outstanding
indebtedness and the continued repurchase of the Companys shares, subject
to market conditions and other factors. The Company may, at its own
option, redeem these Senior Notes, in whole or in part, at any time at a
redemption price equal to the greater of the principal amount of the
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 Mexican Government Bonds.(8)
    
    Includes in 2006 and 2007, outstanding balances of long-term loans in the
principal amount of Ps.480,000, Ps.1,162,460 and Ps.2,000,000, in
connection with certain credit agreements entered into by the Company with
a Mexican bank, with various maturities through 2012. Interest on these
loans ranges from 8.925% to 10.350% per annum and is payable on a monthly
basis. Under the terms of these credit agreements, the Company and certain
restricted subsidiaries engaged in Television Broadcasting, Pay Television
Networks and Programming Exports are required to maintain (a) certain
financial coverage ratios related to indebtedness and interest expense;
and (b) certain restrictive covenants on indebtedness, dividend payments,
issuance and sale of capital stock, and liens. The balance in 2006 and
2007 also includes the Sky long-term loans discussed in paragraph
(3) above in the aggregate principal amount of Ps.3,500,000.(9)
    
    Actual weighted average maturity of long-term debt as of December 31, 2007. Interest Expense.
  Year Ended December 31,(1)(2)2005
    
    
    2006
    
    
    2007Interest payable in U.S. Dollars
    
    U.S.$
    118.0
    
    
    U.S.$
    95.6
    
    
    U.S.$
    87.2Amounts currently payable under Mexican
withholding taxes(3)
    
    
    6.3
    
    
    
    4.2
    
    
    
    3.7Total interest payable in U.S. Dollars
    
    U.S.$
    124.3
    
    
    U.S.$
    99.8
    
    
    U.S.$
    90.9Peso equivalent of interest payable in U.S. Dollars
    
    Ps.
    1,487.5
    
    
    Ps.
    1,156.4
    
    
    Ps.
    1,014.4Interest payable in Pesos
    
    
    782.7
    
    
    
    812.7
    
    
    
    1,149.6Restatement of UDI-denominated Notes Due 2007
    
    
    34.3
    
    
    
    41.3
    
    
    
    13.0Total interest expense(4)
    
    Ps.
    2,304.5
    
    
    Ps.
    2,010.4
    
    
    Ps.
    2,177.0
 
 (1)
    
    U.S. Dollars are translated into Pesos at the rate prevailing when interest was recognized as an expense for each period and
restated to Pesos in purchasing power as of December 31, 2007.(2)
    
    Interest expense in these periods includes amounts effectively payable in U.S. Dollars as a result of U.S. Dollar-Peso swaps.(3)
    
    See Additional Information  Taxation  Federal Mexican Taxation.(4)
    
    Total interest expense amounts in these periods exclude capitalized and hedged interest expense.  78




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Guarantees.
  Contractual Obligations and Commercial Commitments
  Contractual Obligations on the Balance Sheet
  Payments Due by PeriodLess Than12 Months
    
    
    12-36 Months
    
    
    36-60 Months
    
    
    AfterJanuary 1,
    
    
    January 1,
    
    
    January 1,
    
    
    60 Months2008 to
    
    
    2009 to
    
    
    2011 to
    
    
    Subsequent toDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,Total
    
    
    2008
    
    
    2010
    
    
    2012
    
    
    2012(Thousands of U.S. Dollars)8% Senior Notes due 2011
    
    U.S.$
    71,951
    
    
    U.S.$
    
    
    
    U.S.$
    
    
    
    U.S.$
    71,951
    
    
    U.S.$
    8.5% Senior Notes due 2032
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,0006.625% Senior Notes due 2025
    
    
    600,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600,0008.49% Senior Notes due 2037
    
    
    412,005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    412,005Innovas 9.375% Senior Notes due 2013
    
    
    11,251
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,251Banamex loan due 2008
    
    
    43,947
    
    
    
    43,947Banamex loan due 2009
    
    
    106,431
    
    
    
    
    
    
    
    106,431Banamex loan due 2010 and 2012
    
    
    183,114
    
    
    
    
    
    
    
    91,557
    
    
    
    91,557JPMorgan Chase Bank, N.A. loan due 2012
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    
    225,000Banamex loan due 2016
    
    
    192,269
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    192,269Santander Serfin loan due 2016
    
    
    128,179
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    128,179Other debt
    
    
    7,631
    
    
    
    792
    
    
    
    3,622
    
    
    
    296
    
    
    
    2,921Long-term debt
    
    
    2,281,778
    
    
    
    44,739
    
    
    
    201,610
    
    
    
    388,804
    
    
    
    1,646,625Satellite transponder obligation
    
    
    103,718
    
    
    
    8,944
    
    
    
    21,275
    
    
    
    26,747
    
    
    
    46,752Transmission rights(1)
    
    
    259,146
    
    
    
    81,222
    
    
    
    67,443
    
    
    
    75,902
    
    
    
    34,579Total contractual obligations
    
    U.S.$
    2,644,642
    
    
    U.S.$
    134,905
    
    
    U.S.$
    290,328
    
    
    U.S.$
    491,453
    
    
    U.S.$
    1,727,956
 
 (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.  79




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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,
    
    
    Months2008 to
    
    
    2009 to
    
    
    2011 to
    
    
    Subsequent toDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,Total
    
    
    2008
    
    
    2010
    
    
    2012
    
    
    2012(Thousands of U.S. Dollars)Satellite transponder commitments(1)
    
    U.S.$
    50,075
    
    
    U.S.$
    14,665
    
    
    U.S.$
    16,944
    
    
    U.S.$
    9,480
    
    
    U.S.$
    8,986Agreement with Intelsat Corporation(2)
    
    
    138,600
    
    
    
    
    
    
    
    138,600
    
    
    
    
    
    
    
    Capital expenditures commitments(3)
    
    
    15,900
    
    
    
    15,900
    
    
    
    
    
    
    
    
    
    
    
    Lease commitments(4)
    
    
    61,609
    
    
    
    15,954
    
    
    
    25,516
    
    
    
    9,087
    
    
    
    11,052Other(5)
    
    
    64,773
    
    
    
    64,773
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    U.S.$
    330,957
    
    
    U.S.$
    111,292
    
    
    U.S.$
    181,060
    
    
    U.S.$
    18,567
    
    
    U.S.$
    20,038
 
 (1)
    
    Our minimum commitments for the use of satellite transponders under operating lease contracts.(2)
    
    Agreement of Sky and Sky Brasil with Intelsat Corporation to build and launch a new
24-transponder satellite in the fourth quarter of 2009. See Note 11 to our year-end financial
statements.(3)
    
    Our commitments for capital expenditures include U.S.$7,640, 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
2046. See Note 11 to our year-end financial statements.(5)
    
    We have commitments of capital contributions in 2008 related to our 40% equity interest in
La Sexta in the aggregate amount of 44.4 million (U.S.$64,773).  80




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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
President of the Executive
Committee of Grupo Televisa
    
    Member of the Board
of Banco Nacional
de México, S.A.,
former Member of
the Board of
Teléfonos de
México, S.A.B. de
C.V. and former
Vice Chairman of
the Board of
Univision
    
    December 1990In alphabetical order:Alfonso de Angoitia Noriega
(01/17/62)
    
    Executive Vice President and Member
of the Executive Office of the
Chairman and Member of the
Executive Committee of Grupo
Televisa
    
    Former Chief
Financial Officer
of Grupo Televisa
and former
Alternate Member of
the Board of
Univision and
Partner, Mijares,
Angoitia, Cortés y
Fuentes, S.C.
(1994-1999)
    
    April 1998María Asunción Aramburuzabala 
Larregui (05/02/63)
    
    Chief Executive Officer of Tresalia
Capital, S.A. de C.V.
    
    Partner and Vice
Chairwoman of the
Board and Member of
the Executive
Committee of Grupo
Modelo, S.A.B. de
C.V. and Grupo
Televisa, S.A.B.
and Member of the
Boards of Grupo
Financiero Banamex,
S.A. de C.V., Banco
Nacional de México,
S.A. and América
Móvil, S.A.B. de
C.V.
    
    July 2000Pedro Aspe Armella (07/07/50)
    
    Co-Chairman of the Board of
Evercore Partners
    
    Member of the
Boards of The
McGraw-Hill
Companies and
Xignux, Chairman of
the Board of
Volaris and former
Member of the Board
of Vector Casa de
Bolsa, S.A. de C.V.
    
    April 2003Julio Barba Hurtado (05/20/33)
    
    Legal Advisor to the Board, Member
of the Executive Committee and
Secretary to the Audit and
Corporate Practices Committee of
Grupo Televisa
    
    Former Assistant
Secretary of the
Board and Legal
Advisor to
Televisa, S.A. de
C.V.
    
    December 1990José
Antonio Bastón Patiño
(04/13/68)
    
    Corporate Vice President of
Television and Member of the
Executive Committee of Grupo
Televisa
    
    Former Vice
President of
Operations of Grupo
Televisa, former
General Director of
Programming of
Grupo Televisa and
former Member of
the Board of
Univision
    
    April 1998
  81




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##### Table of Contents



Name and Date of Birth
    
    Principal Occupation
    
    Business Experience
    
    First ElectedAlberto Bailleres González
(08/22/31)
    
    President of Grupo Bal, S.A. de C.V.
    
    Member of the
Boards of Valores
Mexicanos, Casa de
Bolsa, S.A. de
C.V., Desc., S.A.B.
de C.V., Fomento
Económico Mexicano,
S.A.B. de C.V.
(FEMSA), Grupo
Financiero BBVA
Bancomer, S.A. de
C.V., Industrias
Peoles, S.A.B. de
C.V., Grupo
Nacional
Provincial, S.A.B.,
Grupo Palacio de
Hierro, S.A.B. de
C.V., Profuturo
GNP, S.A. de C.V.,
Aseguradora
Porvenir GNP, S.A.
de C.V. and
President of the
Board of Governors
of the Instituto
Tecnológico
Autónomo de México,
A.C. (ITAM)
    
    April 2004Manuel Jorge Cutillas Covani
(03/01/32)
    
    Former President and Chief
Executive Officer of Grupo Bacardi
Limited
    
    Member of the Board
of Bacardi Limited
and former Chairman
of the Board of
Grupo Bacardi
Limited
    
    April 1994José Antonio Fernández 
Carbajal (2/15/54)
    
    Chairman of the Board and Chief
Executive Officer of Fomento
Económico Mexicano, S.A.B. de C.V.
and Chairman of the Board of
Coca-Cola Femsa, S.A.B. de C.V.
    
    Member of the
Boards of BBVA
Bancomer, S.A.,
Grupo Industrial
Saltillo, S.A.B. de
C.V., Industrias
Peoles, S.A.B. de
C.V., and Grupo
Industrial Bimbo,
S.A.B. de C.V.
    
    April 2007Carlos Fernández González
(09/29/66)
    
    Chief Executive Officer and
Chairman of the Board of Grupo
Modelo, S.A.B. de C.V.
    
    Member of the
Boards of
Anheuser-Busch
Companies, Inc.,
Grupo Financiero
Santander, S.A.B.
de C.V. and Emerson
Electric, Co.
Member of the Board
and Partner of
Finaccess Mexico,
S.A.B. de C.V. and
Partner and CEO of
Tenedora
San Carlos, S.A. de
C.V.
    
    July 2000Bernardo Gómez Martínez
(07/24/67)
    
    Executive Vice President, Member of
the Executive Office of the
Chairman and Member of the
Executive Committee of Grupo
Televisa
    
    Former President of
the Mexican Chamber
of Television and
Radio Broadcasters
and Deputy to the
President of Grupo
Televisa
    
    April 1999Claudio X. González Laporte
(05/22/34)
    
    Chairman of the Board of
Kimberly-Clark de México, S.A.B. de
C.V.
    
    Member of the
Boards of
Kimberly-Clark
Corporation,
General Electric
Co., Kellogg
Company, Home
Depot, Inc., Alfa,
S.A.B. de C.V.,
Grupo Carso, S.A.B.
de C.V., América
Móvil, S.A.B. de
C.V. and Investment
Company of America,
former President of
the Mexican
Business Council
and former Chief
Executive Officer
of Kimberly-Clark
de Mexico, S.A.B.
de C.V.
    
    April 1997Roberto Hernández Ramírez
(03/24/42)
    
    Chairman of the Board of Banco
Nacional de México, S.A.
    
    Former Chief
Executive Officer
of Banco Nacional
de México, S.A. and
Member of the
Boards of
Citigroup, Inc.,
Gruma, S.A.B. de
C.V., Grupo
Financiero Banamex
Accival, S.A. de
C.V., and the
Nature Conservancy
and World Monuments
Fund
    
    April 1992
  82




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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 Partner of Editorial
Clío Libros y Videos, S.A. de C.V.
    
    Director and
Partner of
Editorial Vuelta,
S.A. de C.V.
    
    April 1996Germán Larrea Mota Velasco
(10/26/53)
    
    Chairman of the Board and Chief
Executive Officer of Grupo México,
S.A.B. de C.V.
    
    Chairman of the
Board and Chief
Executive Officer
of Southern Copper
Corporation and
Grupo Ferroviario
Mexicano, S.A. de
C.V., former
Chairman of the
Board and former
Chief Executive
Officer of Asarco
Incorporated,
former Member of
the Boards of Banco
Nacional de México,
S.A. and Bolsa
Mexicana de
Valores, S.A. de
C.V., and former
President of Grupo
México, S.A.B. de
C.V.
    
    April 1999Gilberto Pérezalonso Cifuentes
(03/06/43)
    
    Member of the Audit and Corporate
Practices Committee of Grupo
Televisa
    
    Former Chief
Executive Officer
of Aerovias de
Mexico, S.A. de
C.V., and former
Chief Executive
Officer of
Corporación GEO,
S.A.B. de C.V.
Former Member of
the Boards of Grupo
Gigante, S.A.B. de
C.V. Southern Peru
Copper Corporation
and Afore Banamex,
S.A. Member of the
Boards of Consorcio
Aeroméxico S.A.B de
C.V. and Telefónica
Móviles México,
S.A. de C.V.
    
    April 1998Alejandro Quintero Iñiguez
(02/11/50)
    
    Corporate Vice President of Sales
and Marketing and Member of the
Executive Committee of Grupo
Televisa
    
    Stockholder of
Grupo TV Promo,
S.A. de C.V. and
former Advisor to
former Mexican
President Ernesto
Zedillo
    
    April 1998Fernando Senderos Mestre
(03/03/50)
    
    Chairman of the Board and President
of the Executive Committee of DESC,
S.A. de C.V., Dine, S.A.B. de C.V.
and Grupo Kuo, S.A.B. de C.V.
(formerly DESC, S.A. de C.V.)
    
    Member of the
Boards of Teléfonos
de México, S.A.B.
de C.V., Alfa,
S.A.B. de C.V.,
Kimberly-Clark de
México, S.A.B. de
C.V. and Industrias
Peoles, S.A.B. de
C.V. and former
Chief Executive
Officer of DESC,
S.A. de C.V.
    
    April 1992Enrique Francisco José Senior 
Hernández (08/03/43)
    
    Managing Director of Allen &
Company, LLC
    
    Member of the
Boards of Pics
Retail Networks,
Coca-Cola Femsa,
S.A.B. de C.V.,
Cinemark USA Inc.
and Non Traditional
Media and former
Executive Vice
President of Allen
& Company, LLC
    
    April 2001Lorenzo H. Zambrano Trevio
(03/27/44)
    
    Chairman of the Board and Chief
Executive Officer of Cemex, S.A.B.
de C.V.
    
    Member of the
Boards of Alfa,
S.A.B. de C.V.,
IBM, Citigroup,
Allianz, Grupo
Financiero
Bancomer, S.A. de
C.V. Empresas ICA,
Sociedad
Controladora,
S.A.B. de C.V.,
Fomento Económico
Mexicano, S.A.B. de
C.V. and Vitro,
S.A.B. de C.V.
    
    April 1999
  83




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##### Table of Contents



Name and Date of Birth
    
    Principal Occupation
    
    Business Experience
    
    First ElectedAlternate Directors:In alphabetical order:Herbert A. Allen III (06/08/67)
    
    President of Allen & Company LLC
    
    Former Executive
Vice President and
Managing Director
of Allen & Company
Incorporated,
Member of the Board
of Convera
Corporation
    
    April 2002Juan Pablo Andrade Frich
(06/05/64)
    
    Asset Manager of Tresalia Capital,
S.A. de C.V.
    
    Former Member of
the Boards of
Televicentro,
S.A. de C.V. and
Empresas
Cablevisión, S.A.B.
de C.V.
    
    July 2000Lucrecia Aramburuzabala 
Larregui de Fernandez
(03/29/67)
    
    Private Investor
    
    Former employee of
Tresalia Capital,
S.A. de C.V. and
Member of the Board
of Grupo Modelo,
S.A.B. de C.V. and
former Member of
the Board of
Televicentro, S.A.
de C.V.
    
    July 2000Félix José Araujo Ramírez
(03/20/51)
    
    Vice President of Televisa Regional
    
    Former Private
Investor in
Promoción y
Programación de la
Provincia, S.A. de
C.V., Promoción y
Programación del
Valle de Lerma,
S.A. de C.V.,
Promoción y
Programación del
Sureste, S.A. de
C.V., Teleimagen
Profesional del
Centro, S.A. de
C.V. and Estrategia
Satélite, S.C.
    
    April 2002Joaquín Balcárcel Santa Cruz
(01/04/69)
    
    Vice President  Legal and General
Counsel of Grupo Televisa
    
    Former Vice
President and
General Counsel of
Television, Former
Legal Director of
Grupo Televisa and
former associate at
Martínez, Algaba,
Estrella, De Haro y
Galván-Duque, S.C.
    
    April 2000Rafael Carabias Príncipe
(11/13/44)
    
    Chief Financial Officer of Gestora
de Inversiones Audiovisuales
La Sexta, S.A.
    
    Former Member of
the Boards of
Promecap, S.C. and
Grupo Financiero
del Sureste, S.A.,
former Director of
Corporate Finance
of Scotiabank
Inverlat, S.A. and
former Vice
President of
Administration of
Grupo Televisa
    
    April 1999Francisco José Chévez Robelo
(07/03/29)
    
    Retired Partner of Chévez, Ruiz,
Zamarripa y Cía., S.C. and Chairman
of the Audit and Corporate
Practices Committee of Grupo
Televisa and Empresas Cablevisión,
S.A.B. de C.V.
    
    Member of the Board
of Empresas
Cablevisión, S.A.B.
de C.V. and former
Partner of Chévez,
Ruíz, Zamarripa y
Cía., S.C.
    
    April 2003José Luis Fernández Fernández
(05/18/59)
    
    Partner of Chévez, Ruíz, Zamarripa
y Cia., S.C.
    
    Former Member of
the Boards of
Alexander Forbes,
S.A. de C.V. and
Afore Bital, S.A.
    
    April 2002
  84




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##### Table of Contents



Name and Date of Birth
    
    Principal Occupation
    
    Business Experience
    
    First ElectedSalvi 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 Newscasts of
Grupo Televisa
    
    Former Director of
Information to the
President of Grupo
Televisa
    
    April 2003Jorge Agustín Lutteroth 
Echegoyen (01/24/53)
    
    Vice President and Corporate
Controller of Grupo Televisa
    
    Former Senior
Partner of Coopers
& Lybrand Despacho
Roberto Casas
Alatriste, S.C.
    
    April 2000Alberto Javier Montiel 
Castellanos (11/22/45)
    
    Director of Montiel Font y
Asociados, S.C. and Member of the
Audit and Corporate Practices
Committees of Grupo Televisa and
Empresas Cablevisión, S.A.B. de
C.V.
    
    Former Tax Vice
President of Grupo
Televisa and Former
Tax Director of
Wal-Mart de México,
S.A.B. de C.V.
    
    April 2002Raúl Morales Medrano (05/12/70)
    
    Partner of Chévez, Ruiz, Zamarripa
y Cia., S.C.
    
    Former Senior
Manager of Chévez,
Ruiz, Zamarripa y
Cia., S.C.
    
    April 2002
   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 beneficiaries of the Stockholder 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.
  85




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##### Table of Contents



Election of Directors.
 Quorum; Voting.
 Meetings; Actions Requiring Board Approval.
  
    
    our general strategy;
 
    
    with input from the Audit and Corporate Practices Committee, on an individual basis:
(i) any transactions with related parties, subject to certain limited exceptions; (ii) the
appointment of our Chief Executive Officer, his compensation and removal for justified
causes; (iii) our financial statements; (iv) unusual or non-recurrent transactions and any
transactions or series of related transactions during any calendar year that involve (a) the
acquisition or sale of assets with a value equal to or exceeding 5% of our consolidated
assets, or (b) the giving of collateral or guarantees or the assumption of liabilities,
equal to or exceeding 5% of our consolidated assets; (v) agreements with our external
auditors; and (vi) accounting policies within GAAP;
 
    
    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.
    86




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##### Table of Contents



comisario
 Audit and Corporate Practices Committee.
   Committees of Our Board of Directors.
  87




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##### Table of Contents



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
President of the Executive
Committee of Grupo Televisa
    
    Member of the Board
of Banco Nacional
de México, S.A.,
former Member of
the Board of
Teléfonos de
México, S.A.B. de
C.V. and former
Vice Chairman of
the Board of
Univision
    
    March 1997In alphabetical order:Alfonso de Angoitia Noriega
(01/17/62)
    
    Executive Vice President and
Member of the Executive Office
of the Chairman and Member of
the Executive Committee of Grupo
Televisa
    
    Former Chief
Financial Officer
of Grupo Televisa,
Member of the Board
and of the
Executive Committee
of Grupo Televisa,
former Alternate
Member of the Board
of Univision and
Partner, Mijares,
Angoitia, Cortés y
Fuentes, S.C.
(1994-1999)
    
    January 2004Félix José Araujo Ramírez
(03/20/51)
    
    President of Telesistema
Mexicano, S.A. de C.V.; Vice
President of Televisa Regional
    
    Former Private
Investor in
Promoción y
Programación de la
Provincia, S.A. de
C.V., Promoción y
Programación del
Valle de Lerma,
S.A. de C.V.,
Promoción y
Programación del
Sureste, S.A. de
C.V., Teleimagen
Profesional del
Centro, S.A. de
C.V. and Estrategia
Satélite, S.C.
    
    January 1993Maximiliano Arteaga Carlebach
(12/06/42)
    
    Vice President of Operations,
Technical Service and Television
Production of Grupo Televisa
    
    Former Vice
President of
Operations 
Televisa
Chapultepec, former
Vice President of
Administration 
Televisa San Angel
and Chapultepec and
former Vice
President of
Administration and
Finance of Univisa,
Inc.
    
    March 2002José Antonio Bastón Patiño
(04/13/68)
    
    Corporate Vice President of
Television of Grupo Televisa
    
    Member of the Board
and of the
Executive Committee
of Grupo Televisa,
former Vice
President of
Operations of Grupo
Televisa, former
General Director of
Programming of
Grupo Televisa and
former Member of
the Board of
Univision
    
    February 2001Jean Paul Broc Haro (08/08/62)
    
    Chief Executive Officer of
Cablevisión
    
    Former General
Manager of Pay
Television Networks
of Grupo Televisa
    
    February 2003Salvi Rafael Folch Viadero
(08/16/67)
    
    Chief Financial Officer of Grupo
Televisa
    
    Former Vice
President of
Financial Planning
of Grupo Televisa,
Chief Executive
Officer and Chief
Financial Officer
of Comercio Más,
S.A. de C.V. and
former Vice
Chairman of Banking
Supervision of the
National Banking
and Securities
Commission
    
    January 2004Bernardo Gómez Martínez
(07/24/67)
    
    Executive Vice President and
Member of the Executive Office
of the Chairman and Member of
the Executive Committee of Grupo
Televisa
    
    Former Deputy to
the President of
Grupo Televisa,
member of the Board
and of the
Executive Committee
of Televisa and
former President of
the Mexican Chamber
of Television and
Radio Broadcasters
    
    January 2004
  88




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##### Table of Contents



Name and Date of Birth
    
    Principal Position
    
    Business Experience
    
    First AppointedEduardo Michelsen Delgado
(03/03/71)
    
    Chief Executive Officer of
Editorial Televisa
    
    Former Vice
President of
Operations of
Editorial Televisa
International,
former General
Director of Grupo
Semana and former
Project Director
for McKinsey & Co.
    
    March 2001Jorge 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 Quintero Iñiguez
(02/11/50)
    
    Corporate Vice President of
Sales and Marketing of Grupo
Televisa
    
    Member of the Board
and of the
Executive Committee
of Grupo Televisa,
Stockholder and
Member of the Board
of Grupo TV Promo,
S.A. de C.V. and
former advisor to
former Mexican
President Ernesto
Zedillo
    
    April 1998Francisco Javier Mérida 
Guzmán (07/31/67)
    
    Chief Executive Officer of
Sistema Radiópolis
    
    Former Chief
Executive Officer
and National Sales
Manager of Cadena
SER
    
    October 2006Alexandre Moreira Penna Da 
Silva (12/25/54)
    
    Chief Executive Officer of Innova
    
    Former Vice
President of
Corporate Finance
of Grupo Televisa
and former Managing
Director of
JPMorgan Chase
    
    January 2004
 Compensation of Directors and Officers
    Use of Certain Assets and Services
     89




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Stock Purchase Plan
      90




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Long-Term Retention Plan
      91




---



##### Table of Contents



Share Ownership of Directors and Officers
  Employees and Labor Relations
  Year Ended December 31,2005
    
    
    2006
    
    
    2007Total number of employees
    
    
    15,076
    
    
    
    16,205
    
    
    
    17,810Category of activity:Employees
    
    
    15,042
    
    
    
    16,170
    
    
    
    17,777Executives
    
    
    34
    
    
    
    35
    
    
    
    33Geographic location:Mexico
    
    
    13,680
    
    
    
    14,629
    
    
    
    15,871Latin America (other than Mexico)
    
    
    954
    
    
    
    1,131
    
    
    
    1,473U.S
    
    
    435
    
    
    
    437
    
    
    
    466Spain
    
    
    7
    
    
    
    8
    
    
    
    0
   92




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##### Table of Contents



Item 7. Major Stockholders and Related Party Transactions
  AggregatePercentage ofShares Beneficially Owned(1)(2)
    
    
    OutstandingA Shares
    
    
    B Shares
    
    
    D Shares
    
    
    L Shares
    
    
    SharesPercentage
    
    
    
    
    
    
    Percentage
    
    
    
    
    
    
    Percentage
    
    
    
    
    
    
    Percentage
    
    
    BeneficiallyIdentity of Owner
    
    Number
    
    
    of Class
    
    
    Number
    
    
    of Class
    
    
    Number
    
    
    of Class
    
    
    Number
    
    
    of Class
    
    
    OwnedAzcárraga Trust(3)
    
    
    52,991,825,693
    
    
    
    44.1
    %
    
    
    67,814,604
    
    
    
    0.1
    %
    
    
    107,886,870
    
    
    
    0.1
    %
    
    
    107,886,870
    
    
    
    0.1
    %
    
    
    15.3
    %Inbursa Trust(3)
    
    
    1,657,549,900
    
    
    
    1.4
    %
    
    
    1,458,643,912
    
    
    
    2.6
    %
    
    
    2,320,569,860
    
    
    
    2.7
    %
    
    
    2,320,569,860
    
    
    
    2.7
    %
    
    
    2.2
    %Davis Advisers(4)
    
    
    4,759,684,375
    
    
    
    4.0
    %
    
    
    4,188,522,250
    
    
    
    7.4
    %
    
    
    6,663,558,125
    
    
    
    7.8
    %
    
    
    6,663,558,125
    
    
    
    7.8
    %
    
    
    6.4
    %Dodge & Cox, Inc.(5)
    
    
    4,528,824,000
    
    
    
    3.8
    %
    
    
    3,985,365,120
    
    
    
    7.1
    %
    
    
    6,340,353,600
    
    
    
    7.4
    %
    
    
    6,340,353,600
    
    
    
    7.4
    %
    
    
    6.1
    %AIM Trimark Investments(6)
    
    
    3,821,137,500
    
    
    
    3.2
    %
    
    
    3,362,601,000
    
    
    
    6.0
    %
    
    
    5,349,592,500
    
    
    
    6.2
    %
    
    
    5,349,592,500
    
    
    
    6.2
    %
    
    
    5.1
    %Fidelity Management &
Research(7)
    
    
    3,106,817,750
    
    
    
    2.6
    %
    
    
    2,733,999,620
    
    
    
    4.9
    %
    
    
    4,349,544,850
    
    
    
    5.1
    %
    
    
    4,349,544,850
    
    
    
    5.1
    %
    
    
    4.2
    %
 (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, 2008. The number of shares issued
and outstanding for legal purposes as of May 31, 2008 was 61,227,485,550 series A Shares,
53,880,187,284 series B Shares, 85,718,479,770 series D Shares and 85,718,479,770 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, 2008 was 59,193,648,400 series A Shares, 52,090,410,592
series B Shares, 82,871,107,760 series D Shares and 82,871,107,760 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, 2008 does not include: (i) 25,906,797 CPOs and an additional 516,887,975 series A
Shares, 20,675,534 series B Shares, 25 series D Shares and 25 series L Shares not in the form
of CPOs acquired by one of our subsidiaries, Televisa, S.A. de C.V., substantially all of
which are currently held by the trust created to implement our stock purchase plan; and
(ii) 55,446,689 CPOs and an additional 5,493,876,435 series A Shares, 2,336,345,621 series B
Shares, 29 series D Shares and 29 series L Shares not in the form of CPOs acquired by the
trust we created to implement our long-term retention plan. See Note 12 to our year-end
financial statements.(2)
    
    Except indirectly through the Stockholder 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 Stockholder Trust, see  The Major Stockholders below.(4)
    
    Based solely on information included in the report on Form 13F filed on March 31, 2008 by
Davis Advisers.(5)
    
    Based solely on information included in the report on Form 13F filed on March 31, 2008 by
Dodge & Cox, Inc.(6)
    
    Based solely on information included in the report on Form 13F filed on March 31, 2008 by
AIM Trimark Investments.(7)
    
    Based solely on information included in the report on Form 13F filed on March 31, 2008 by
Fidelity Management & Research. 
 The Major Stockholders
   93




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94




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##### Table of Contents



Related Party Transactions
 Transactions and Arrangements With Innova.
 Capital Contributions and Loans
 Programming.
  Advertising Services.
 Guarantees.
  95




---



##### Table of Contents



Tax Sharing Agreement.
  Transactions and Arrangements with MCOP.
 Transactions and Arrangements with TechCo.
 Guarantees.
  Transactions and Arrangements With Univision.
  Transactions and Arrangements With Vuela.
   96




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##### 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
 Production Services.
 Consulting Services.
 Distribution Services.
 Loans from Banamex.
  97




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##### Table of Contents



Advertising Services.
   Agency Services.
  98




---



##### Table of Contents



Legal and Advisory Services.
 Potential Sale of Property.
   99




---



##### 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
    
    
    Low2003
    
    Ps.
    23.56
    
    
    Ps.
    12.632004
    
    Ps.
    34.93
    
    
    Ps.
    22.222005
    
    Ps.
    44.13
    
    
    Ps.
    29.202006
    
    Ps.
    60.88
    
    
    Ps.
    37.67First Quarter
    
    
    44.96
    
    
    
    40.49Second Quarter
    
    
    49.72
    
    
    
    37.67Third Quarter
    
    
    47.00
    
    
    
    39.89Fourth Quarter
    
    
    60.88
    
    
    
    46.17December
    
    
    60.88
    
    
    
    58.222007
    
    Ps.
    68.10
    
    
    Ps.
    48.29First Quarter
    
    
    66.68
    
    
    
    58.99Second Quarter
    
    
    68.10
    
    
    
    57.19Third Quarter
    
    
    62.06
    
    
    
    52.50Fourth Quarter
    
    
    57.43
    
    
    
    48.29December
    
    
    54.29
    
    
    
    51.662008
(through June 24, 2008)
    
    
    57.35
    
    
    
    44.81First Quarter
    
    
    52.91
    
    
    
    44.81January
    
    
    50.90
    
    
    
    44.81February
    
    
    49.93
    
    
    
    45.32March
    
    
    52.91
    
    
    
    45.76Second
Quarter (through June 24, 2008)
    
    
    57.35
    
    
    
    47.68April
    
    
    54.35
    
    
    
    48.72May
    
    
    57.35
    
    
    
    51.74June
(through June 24, 2008)
    
    
    54.37
    
    
    
    47.68
 
 (1)
    
    Source: Mexican Stock Exchange.  100




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##### Table of Contents



U.S. Dollars per GDS(1)High
    
    
    Low2003
    
    U.S.$
    10.5675
    
    
    U.S.$
    5.8152004
    
    U.S.$
    15.6625
    
    
    U.S.$
    9.80752005
    
    U.S.$
    20.775
    
    
    U.S.$
    13.18752006
    
    U.S.$
    28.20
    
    
    U.S.$
    16.38First Quarter
    
    
    21.35
    
    
    
    18.77Second Quarter
    
    
    22.87
    
    
    
    16.38Third Quarter
    
    
    21.51
    
    
    
    18.11Fourth Quarter
    
    
    28.20
    
    
    
    21.13December
    
    
    28.20
    
    
    
    26.652007
    
    U.S.$
    31.14
    
    
    U.S.$
    22.04First Quarter
    
    
    30.12
    
    
    
    26.35Second Quarter
    
    
    31.14
    
    
    
    26.35Third Quarter
    
    
    28.89
    
    
    
    23.48Fourth Quarter
    
    
    26.59
    
    
    
    22.04December
    
    
    25.47
    
    
    
    23.722008
(through June 24, 2008)
    
    U.S.$
    27.68
    
    
    U.S.$
    20.85First Quarter
    
    
    24.77
    
    
    
    20.85January
    
    
    23.77
    
    
    
    20.85February
    
    
    23.16
    
    
    
    21.07March
    
    
    24.77
    
    
    
    20.97Second
Quarter (through June 24, 2008)
    
    
    27.68
    
    
    
    23.90April
    
    
    26.04
    
    
    
    23.32May
    
    
    27.68
    
    
    
    24.91June
(through June 24, 2008)
    
    
    26.30
    
    
    
    23.90
 
 (1)
    
    Source: NYSE.  
 Trading on the Mexican Stock Exchange
 Overview
 sociedad anónima capital variable
    101




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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;
 
    
    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.
  102




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
    
    a minimum financial condition;
    
    minimum operating conditions, including a minimum number of trades;
    
    a minimum trading price of its securities;
    
    a minimum of 12% of the capital stock held by public investors;
    
    a minimum of 100 holders of shares or of shares represented by CPOs who are deemed to be
public investors under the General CNBV Rules; and
    
    complied with certain corporate governance requirements.
   Sistema
Electrónico de Envío y Difusión de Información Sistema Electrónico de Comunicación con Emisores de
Valores Sistema de Información
Financiera Computarizada
  
    
    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.
  103




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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.
      104




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Item 10. Additional Information
 
 Mexican Securities Market Law
     
    
    members of a listed issuers board of directors,
    
    stockholders controlling 10% or more of a listed issuers outstanding share capital,
    
    advisors,
    
    groups controlling 25% or more of a listed issuers outstanding share capital and
    
    other insiders
    105




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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
  106




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Holders of D Shares and L Shares
 
    
    our transformation from one type of company to another;
    
    any merger (even if we are the surviving entity);
    
    extension of our existence beyond our prescribed duration;
    
    our dissolution before our prescribed duration (which is currently 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
   107




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Holders of CPOs
  Holders of GDRs
    108




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Dividend Rights
  Preferential Rights of D Shares
  
    
    first, to the payment of dividends with respect to the A Shares, the B Shares and the L
Shares, in an equal amount per share, up to the amount of the D Share fixed preferred
dividend; and
 
    
    second, to the payment of dividends with respect to the A Shares, B Shares, D Shares and
L Shares, such that the dividend per share is equal.
  
    
    accrued but unpaid dividends in respect of their D Shares; plus
 
    
    the theoretical value of their D Shares as set forth in our bylaws. See  Other
Provisions  Dissolution or Liquidation.
 Limitation on Capital Increases
   109




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Preemptive Rights
 Diario Oficial de la Federación
  Limitations on Share Ownership
     110




---



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Other Provisions
 Forfeiture of Shares
 
    
    to be considered as Mexicans with respect to the L Shares and CPOs that they acquire or
hold, as well as to the property, rights, concessions, participations or interests owned by
us or to the rights and obligations derived from any agreements we have with the Mexican
government; and
 
    
    not to invoke the protection of their own governments with respect to their ownership of
L Shares and CPOs.
  Exclusive Jurisdiction
 Duration
 Dissolution or Liquidation
 Redemption
 
    
    any redemption shall be made on a pro-rata basis among all of our stockholders;
 
    
    to the extent that a redemption is effected through a public tender offer on the Mexican
Stock Exchange, the stockholders resolution approving the redemption may empower our Board
to specify the number of shares to be redeemed and appoint the related intermediary or
purchase agent; and
    
    any redeemed shares must be cancelled.
 Share Repurchases
  111




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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.
   112




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Antitakeover Protections
 General
  Board Notices, Meetings, Quorum Requirements and Approvals
   113




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Stockholder Notices, Meetings, Quorum Requirements and Approvals
 Mandatory Tender Offers in the Case of Certain Acquisitions
 Exceptions
 Amendments to the Antitakeover Provisions
 
 Enforceability of Civil Liabilities
   114




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Material Contracts
        115




---



##### Table of Contents



Legal Proceedings
   ñ
    116




---



##### Table of Contents



117




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##### Table of Contents



New York Stock Exchange Corporate Governance Standards
  Bolsa Mexicana de
Valores Código de Mejores Prácticas Corporativas
  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
Codes recommendation must disclose publicly why
their practices differ from those recommended by
the Code.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 Item 16B
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.
  118




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Exchange Controls
  
 Taxation
 U.S. Taxes
 General.
 
    
    that owns, directly, indirectly or through attribution, 2% or more of the total voting
power or value of our outstanding Underlying Shares (including through ownership of GDSs);
 
    
    that is a dealer in securities, insurance company, financial institution, tax-exempt
organization, U.S. expatriate, broker-dealer or trader in securities; or
    
    whose functional currency is not the U.S. Dollar.
  
    
    the tax consequences to the stockholders, partners or beneficiaries of a U.S. Holder; or
 
    
    special tax rules that may apply to a U.S. Holder that holds GDSs, CPOs or Underlying
Shares as part of a straddle, hedge, conversion transaction, synthetic security or
other integrated investment.
   
    
    the Code, applicable U.S. Treasury regulations and judicial and administrative
interpretations, and
 
    
    the convention between the Government of the United States of America and the Government
of the United Mexican States for the Avoidance of Double Taxation and the Prevention of
Fiscal Evasion with respect to Taxes on Income, including the applicable protocols,
collectively referred to herein as the U.S.Mexico Tax Treaty, and
 
    
    is subject to changes to those laws and the U.S.Mexico Tax Treaty subsequent to the
date of this annual report, which changes could be made on a retroactive basis, and
 
    
    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.
  119




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
    
    a citizen or individual resident of the United States;
 
    
    a corporation (or entity treated as a corporation for such purposes) created or organized
in or under the laws of the United States, or any State thereof or the District of Columbia;
 
    
    an estate the income of which is included in gross income for U.S. federal income tax
purposes regardless of source; or
 
    
    a trust, if either (x) it is subject to the primary supervision of a court within the
United States and one or more United States persons has the authority to control all
substantial decisions of the trust or (y) it has a valid election in effect under applicable
U.S. Treasury regulations to be treated as a United States person.
    
    
    is not a resident of Mexico for purposes of the U.S.Mexico Tax Treaty;
 
    
    is an individual who has a substantial presence in the United States;
 
    
    is entitled to the benefits of the U.S.Mexico Tax Treaty under the limitation on
benefits provision contained in Article 17 of the U.S.Mexico Tax Treaty; and
 
    
    does not have a fixed place of business or a permanent establishment in Mexico with which
its ownership of CPOs, GDSs or Underlying Shares is effectively connected.
   120




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Dividends.
     Capital Gains.
    121




---



##### Table of Contents




    
    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.
  Federal Mexican Taxation
 General.
    
    
    an individual is a Mexican tax resident if the individual has established his permanent home
in Mexico. When an individual, in addition to his permanent home in Mexico, has a permanent
home in another country, the individual will be a Mexican tax resident if his center of vital
interests is located in Mexico. This will be deemed to occur if, among other circumstances,
either (i) more than 50% of the total income obtained by the individual in the calendar year
is Mexican source or (ii) when the individuals center of professional activities is located
in Mexico. Mexican nationals who filed a change of tax residence to a country or jurisdiction
that does not have a comprehensive exchange of information agreement with Mexico in which
her/his income is subject to a preferred tax regime pursuant to the provisions of the Mexican
Income Tax Law, will be considered Mexican residents for tax purposes during the year of
filing of the notice of such residence change and during the following three years. Unless
otherwise proven, a Mexican national is considered a Mexican tax resident;
    
    a legal entity is considered a Mexico tax resident if it maintains the main administration of
its head office, business, or the effective location of its management in Mexico.
    
    a foreign person with a permanent establishment in Mexico will be required to pay taxes in
Mexico in accordance with the Mexican Tax Legislation for income attributable to such
permanent establishment; and
    
    a foreign person without a permanent establishment in Mexico will be required to pay taxes in
Mexico in respect of revenues proceeding from sources of wealth located in national territory.
 Dividends.
  122




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cuenta de
utilidad fiscal neta
 Sales or Other Dispositions.
   Other Mexican Taxes.
 
 Documents on Display
      123




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##### Table of Contents



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




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Sensitivity and Fair Value Analyses
  Fair Value at December 31,2006
    
    
    2007
    
    
    2007(Millions of Pesos in purchasing power as of December 31, 2007 or millions of U.S. Dollars)(1)Assets:Temporary investments(2)
    
    Ps.
    15,703.8
    
    
    Ps.
    26,461.4
    
    
    U.S.$
    2,422.7Liabilities:U.S. Dollar-denominated debt:Senior Notes due 2011(3)
    
    
    880.9
    
    
    
    861.3
    
    
    
    78.9Senior Notes due 2032(4)
    
    
    4,186.4
    
    
    
    4,046.1
    
    
    
    370.4Innovas Senior Notes due 2013(5)
    
    
    133.0
    
    
    
    132.7
    
    
    
    12.2Senior Notes due 2025(6)
    
    
    7,050.5
    
    
    
    6,747.5
    
    
    
    617.8J.P. Morgan Chase Bank, N.A. Loan
due 2012(7)
    
    
    
    
    
    
    2,456.5
    
    
    
    224.9Peso-denominated debt:Senior Notes due 2037(8)
    
    
    
    
    
    
    4,280.6
    
    
    
    391.9Long-term notes payable to Mexican
Banks(9)
    
    
    7,598.9
    
    
    
    7,403.8
    
    
    
    677.9Derivative financial instruments(10)
    
    
    326.8
    
    
    
    219.0
    
    
    
    20.0
 
 (1)
    
    Peso amounts have been converted to U.S. Dollars solely for the
convenience of the reader at a nominal exchange rate of Ps.10.9222
per U.S. Dollar, the Interbank Rate as of December 31, 2007.(2)
    
    At December 31, 2007, our temporary investments consisted of fixed
rate short-term deposits, structured notes and corporate fixed income
securities (primarily Peso- and U.S. Dollar-denominated in 2006 and
2007). 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.  125




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(3)
    
    At December 31, 2007, fair value exceeded the carrying value of these
notes by Ps.75.4 million (U.S.$6.9 million). The increase in the fair
value of these notes of a hypothetical 10% increase in the quoted
market price of these notes would amount to approximately
Ps.161.6 million (U.S.$14.8 million) at December 31, 2007.(4)
    
    At December 31, 2007, fair value exceeded the carrying value of these
notes by Ps.769.4 million (U.S.$70.4 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.1,174.0 million (U.S.$107.5 million) at December 31, 2007.(5)
    
    At December 31, 2007, fair value exceeded the carrying value of these
notes by Ps.9.8 million (U.S.$0.9 million). The increase in the fair
value of these notes of a hypothetical 10% increase in the quoted
market price of these notes would amount to approximately
Ps.23.1 million (U.S.$2.1 million) at December 31, 2007.(6)
    
    At December 31, 2007, fair value exceeded the carrying value of these
notes by Ps.194.2 million (U.S.$17.8 million). The increase in the
fair value of these notes of a hypothetical 10% increase in the
quoted market price of these notes would amount to approximately
Ps.868.9 million (U.S.$79.5 million) at December 31, 2007.(7)
    
    At December 31, 2007, carrying value exceeded the fair value of these
notes by Ps.1.0 million (U.S.$0.1 million). Assuming an increase in
the fair value of these notes of a hypothetical 10% increase in the
quoted market price of these notes, the fair value would exceed the
carrying value by approximately Ps.244.6 million (U.S.$22.4 million)
at December 31, 2007.(8)
    
    At December 31, 2007, carrying value exceeded the fair value of these
notes by Ps.219.4 million (U.S.$20.1 million). Assuming an increase
in the fair value of these notes of a hypothetical 10% increase in
the quoted market price of these notes, the fair value would exceed
the carrying value by approximately Ps.208.6 million
(U.S.$19.1 million) at December 31, 2007.(9)
    
    At December 31, 2007, fair value exceeded the carrying value of these
notes by Ps.261.3 million (U.S.$23.9 million). At December 31, 2007,
a hypothetical 10% increase in Mexican interest rates would increase
the fair value of these notes by approximately Ps.1,001.7 million
(U.S.$91.7 million) at December 31, 2007.(10)
    
    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 31,2006
    
    
    2007(In millions of U.S. Dollars)U.S. Dollar-denominated
monetary assets, primarily
short-term investments and
long-term notes receivable
    
    U.S.$
    2,199.9
    
    
    U.S.$
    2,130.1U.S. Dollar-denominated
monetary liabilities,
primarily senior debt
securities and other notes
payable
    
    
    1,276.4
    
    
    
    1,725.0(923.5
    )
    
    
    (405.1
    )Derivative instruments, net
    
    
    6.3
    
    
    
    4.7Net asset position
    
    U.S.$
    (917.2
    )
    
    U.S.$
    (400.4
    )
   126




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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 Report on Internal Control Over Financial Reporting
  Internal Control  Integrated Framework
    
 Item 16A. Audit Committee Financial Expert
   127




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Item 16B. Code of Ethics
   
 
 Item 16C. Principal Accountant Fees and Services
   2006
    
    
    2007(in millions of Pesos in purchasing poweras of December 31, 2007)Audit Fees
    
    Ps.
    53.8
    
    
    Ps.
    54.6Audit-Related Fees
    
    
    14.5
    
    
    
    3.8Tax Fees
    
    
    5.0
    
    
    
    7.1Other Fees
    
    
    8.9
    
    
    
    0.2Total
    
    Ps.
    82.2
    
    
    Ps.
    65.7
      Audit Committee Pre-approval Policies and Procedures
   128




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##### Table of Contents



Item 16D. Exemptions from the Listing Standards for Audit Committees
  
 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  Purchases of Equity Securities by Televisa(3)
 Maximum Number (orTotal Number of
    
    
    Appropriate Mexican PesoCPOs
    
    
    Value) of CPOsTotal Number
    
    
    
    
    
    
    Purchased as part of
    
    
    that May Yet Beof CPOs
    
    
    Average Price
    
    
    Publicly Announced
    
    
    Purchased Under thePurchase Date
    
    Purchased
    
    
    Paid per CPO(1)
    
    
    Plans or Programs
    
    
    Plans or Programs(2)January 1 to January 31
    
    
    1,829,000
    
    
    
    60.781037
    
    
    
    137,464,600
    
    
    Ps.
    1,668,894,542February 1 to February 29
    
    
    2,700,000
    
    
    
    63.355787
    
    
    
    140,164,600
    
    
    
    1,497,833,918March 1 to March 31
    
    
    9,799,400
    
    
    
    62.136777
    
    
    
    149,964,000
    
    
    
    888,930,781April 1 to April 30
    
    
    5,698,400
    
    
    
    64.364994
    
    
    
    155,662,400
    
    
    
    17,962,627,860May 1 to May 31
    
    
    9,876,000
    
    
    
    62.924817
    
    
    
    165,538,400
    
    
    
    17,341,182,352June 1 to June 30
    
    
    11,100,000
    
    
    
    59.819166
    
    
    
    176,638,400
    
    
    
    16,677,189,637July 1 to July 31
    
    
    2,550,000
    
    
    
    58.156673
    
    
    
    179,188,400
    
    
    
    16,528,890,127August 1 to August 31
    
    
    5,815,000
    
    
    
    54.979506
    
    
    
    185,003,400
    
    
    
    16,209,184,262September 1 to September 30
    
    
    4,646,500
    
    
    
    55.973979
    
    
    
    189,649,900
    
    
    
    15,949,101,159October 1 to October 31
    
    
    3,150,000
    
    
    
    53.401222
    
    
    
    192,799,900
    
    
    
    15,780,887,309November 1 to November 30
    
    
    7,375,500
    
    
    
    50.823180
    
    
    
    200,175,400
    
    
    
    15,406,040,894December 1 to December 31
    
    
    2,649,900
    
    
    
    52.808291
    
    
    
    202,825,300
    
    
    
    15,266,104,241Total
    
    
    67,189,700
    
    
    Ps.
    58.854755
    
    
    
    202,825,300
    
    
    Ps.
    15,266,104,241
 
 (1)
    
    The values have not been restated in constant Mexican Pesos and therefore represent nominal
historical figures.(2)
    
    Our share repurchase program was announced in September of 2002 and is set to expire December
31, 2008. Our share repurchase program is limited to a total amount of U.S.$400 million. The
total amount of our share repurchase program was updated in accordance with the resolution of
the Grupo Televisa S.A.B.s general stockholders meeting, held on April 27, 2007.(3)
    
    Table does not include repurchases or purchases by the special purpose trust formed in
connection with our stock purchase plan.  129




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##### Table of Contents



Purchases of Equity Securities by Special Purpose Trust
formed in connection with Stock Purchase Plan(1)
 CPOs
 Maximum Number (orAppropriate Mexican PesoValue) 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
    
    
    350,000
    
    
    Ps.
    59.7301
    
    
    
    59,513,300February 1 to February 29
    
    
    750,000
    
    
    
    63.2971
    
    
    
    60,263,300March 1 to March 31
    
    
    938,300
    
    
    
    61.6196
    
    
    
    61,201,600April 1 to April 30
    
    
    1,830,000
    
    
    
    64.7597
    
    
    
    63,031,600May 1 to May 31
    
    
    1,360,000
    
    
    
    63.0424
    
    
    
    64,391,600June 1 to June 30
    
    
    1,300,000
    
    
    
    60.1698
    
    
    
    65,691,600July 1 to July 31
    
    
    260,000
    
    
    
    57.7627
    
    
    
    65,951,600August 1 to August 31
    
    
    100,000
    
    
    
    55.2000
    
    
    
    66,051,600September 1 to September 30
    
    
    395,000
    
    
    
    55.2544
    
    
    
    66,446,600October 1 to October 31
    
    
    
    
    
    
    0.0000
    
    
    
    66,446,600November 1 to November 30
    
    
    
    
    
    
    0.0000
    
    
    
    66,446,600December 1 to December 31
    
    
    200,000
    
    
    
    52.0463
    
    
    
    66,646,600Total
    
    
    7,483,300
    
    
    Ps.
    61.6623
    
    
    
    66,646,600
 
 (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. 
 Part III
 
 Item 17. Financial Statements
  
 Item 18. Financial Statements
  
 Item 19. Exhibits
    130




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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibits1.1
    
    
    
    English translation of Amended and Restated Bylaws (Estatutos Sociales) of the Registrant, dated
as of April 30, 2008.2.1
    
    
    
    Indenture relating to Senior Debt Securities, dated as of August 8, 2000, between the Registrant,
as Issuer, and The Bank of New York, as Trustee (previously filed with the Securities and
Exchange Commission as Exhibit 4.1 to the Registrants Registration Statement on Form F-4 (File
number 333-12738), as amended (the 2000 Form F-4), and incorporated herein by reference).2.2
    
    
    
    Third Supplemental Indenture relating to the 8% Senior Notes due 2011, dated as of September 13,
2001, between the Registrant, as Issuer, and The Bank of New York and Banque Internationale à
Luxembourg, S.A. (previously filed with the Securities and Exchange Commission as Exhibit 4.4 to
the Registrants Registration Statement on Form F-4 (File number 333-14200) (the 2001 Form F-4)
and incorporated herein by reference).2.3
    
    
    
    Fourth Supplemental Indenture relating to the 8.5% Senior Exchange Notes due 2032 between the
Registrant, as Issuer, and The Bank of New York and Dexia Banque Internationale à Luxembourg
(previously filed with the Securities Exchange Commission as Exhibit 4.5 to the Registrants
Registration Statement on Form F-4 (the 2002 Form F-4) and incorporated herein by reference).2.4
    
    
    
    Fifth Supplemental Indenture relating to the 8% Senior Notes due 2011 between Registrant, as
Issuer, and The Bank of New York and Dexia Banque Internationale à Luxembourg (previously filed
with the Securities and Exchange Commission as Exhibit 4.5 to the 2001 Form F-4 and incorporated
herein by reference).2.5
    
    
    
    Sixth Supplemental Indenture relating to the 8.5% Senior Notes due 2032 between Registrant, as
Issuer, and The Bank of New York and Dexia Banque Internationale à Luxembourg (previously filed
with the Securities and Exchange Commission as Exhibit 4.7 to the 2002 Form F-4 and incorporated
herein by reference).2.6
    
    
    
    Seventh Supplemental Indenture relating to the 6 5/8% Senior Notes due 2025 between Registrant,
as Issuer, and The Bank of New York and Dexia Banque Internationale à Luxembourg, dated March 18,
2005 (previously filed with the Securities and Exchange Commission as Exhibit 2.8 to the
Registrants Annual Report on Form 20-F for the year ended December 31, 2004 (the 2004 Form
20-F) and incorporated herein by reference).2.7
    
    
    
    Eighth Supplemental Indenture relating to the 6 5/8% Senior Notes due 2025 between Registrant, as
Issuer, and The Bank of New York and Dexia Banque Internationale à Luxembourg, dated May 26, 2005
(previously filed with the Securities and Exchange Commission as Exhibit 2.9 to the 2004 Form
20-F and incorporated herein by reference).2.8
    
    
    
    Ninth Supplemental Indenture relating to the 6 5/8% Senior Notes due 2025 between Registrant, as
Issuer, The Bank of New York and Dexia Banque Internationale à Luxembourg, dated September 6,
2005 (previously filed with the Securities and Exchange Commission as Exhibit 2.8 to the
Registrants Annual Report on Form 20-F for the year ended December 31, 2005 (the 2005 Form
20-F) and incorporated herein by reference).2.9
    
    
    
    Tenth Supplemental Indenture related to the 8.49% Senior Notes due 2037 between Registrant, as
Issuer, The Bank of New York and The Bank of New York (Luxembourg) S.A., dated as of May 9, 2007
(previously filed with the Securities and Exchange Commission as Exhibit 2.9 to the 2006 Form
20-F and incorporated herein by reference).2.10
    
    
    
    Form of Eleventh Supplemental Indenture related to the 8.49% Senior Exchange Notes due 2037
between Registrant, as Issuer, The Bank of New York and The Bank of New York (Luxembourg) S.A.
(previously filed with the Securities and Exchange Commission as Exhibit 4.12 to the
Registrantss Registration Statement on Form F-4/A (File number 333-144460) (the 2007 Form F-4/A)
and incorporated herein by reference).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, 20082.12
    
    
    
    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).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).
  131




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ExhibitNumber
    
    
    
    Description of Exhibits4.3
    
    
    
    Amended and Restated Program License Agreement, dated as of December 19, 2001, by and between
Productora de Teleprogramas, S.A. de C.V. and Univision Communications Inc. (Univision)
(previously filed with the Securities and Exchange Commission as Exhibit 10.7 to the 2001 Form
F-4 and incorporated herein by reference).4.4
    
    
    
    Participation Agreement, dated as of October 2, 1996, by and among Univision, Perenchio, the
Registrant, Venevision and certain of their respective affiliates (previously filed with the
Securities and Exchange Commission as Exhibit 10.8 to Univisions Registration Statement on Form
S-1 (File number 333-6309) (the Univision Form S-1) and incorporated herein by reference).4.5
    
    
    
    Amended and Restated International Program Rights Agreement, dated as of December 19, 2001, by
and among Univision, Venevision and the Registrant (previously filed with the Securities and
Exchange Commission as Exhibit 10.9 to the 2001 Form F-4 and incorporated herein by reference).4.6
    
    
    
    Co-Production Agreement, dated as of March 27, 1998, between the Registrant and Univision Network
Limited Partnership (previously filed with the Securities and Exchange Commission as an Exhibit
to Univisions Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated
herein by reference).4.7
    
    
    
    Program License Agreement, dated as of May 31, 2005, between Registrant and Univision (previously
filed with the Securities and Exchange Commission as Exhibit 4.7 to the 2005 Form 20-F and
incorporated herein by reference).4.8
    
    
    
    Amended and Restated Bylaws (Estatutos Sociales) of Innova, S. de R.L. de C.V. (Innova) dated
as of December 22, 1998 (previously filed with the Securities and Exchange Commission as an
Exhibit to Innovas Annual Report on Form 20-F for the year ended December 31, 2004 and
incorporated herein by reference).4.9
    
    
    
    English translation of investment agreement, dated as of March 26, 2006, between Registrant and
M/A and Gestora de Inversiones Audiovisuales La Sexta, S.A. (previously filed with the Securities
and Exchange Commission as Exhibit 4.7 to the 2005 Form 20-F and incorporated herein by
reference).4.10
    
    
    
    English summary of Ps.1,162.5 million credit agreement, dated as of May 17, 2004, between the
Registrant and Banamex (the May 2004 Credit Agreement) and the May 2004 Credit Agreement (in
Spanish) (previously filed with the Securities and Exchange Commission as Exhibit 4.9 to the 2004
Form 20-F and incorporated herein by reference).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.4.17
    
    
    
    Credit Agreement, dated as of December 19, 2007, by and among Empresas Cablevisión, S.A.B. de
C.V., JPMorgan Chase Bank, N.A., as administrative agent and J.P. Morgan Securities Inc., as sole
bookrunner and lead arranger.8.1
    
    
    
    List of Subsidiaries of Registrant.12.1
    
    
    
    CEO Certification pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, dated June 25, 2008.12.2
    
    
    
    CFO Certification pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, dated June 25, 2008.13.1
    
    
    
    CEO Certification pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, dated June 25, 2008.13.2
    
    
    
    CFO Certification pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, dated June 25, 2008.
  132




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133




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##### Table of Contents



SIGNATURE
   GRUPO TELEVISA, S.A.B.By:
    
    /s/ Salvi Folch ViaderoName: Salvi Folch ViaderoTitle:   Chief Financial OfficerBy:
    
    /s/ Jorge Lutteroth EchegoyenName: Jorge Lutteroth EchegoyenTitle:  Vice
President  Controller
  134




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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, 2006 and 2007
    
    
    F-3Consolidated Statements of Income for the Years Ended December 31, 2005, 2006 and 2007
    
    
    F-4Consolidated Statements of Changes in Stockholders Equity for the Years Ended December 31, 2005, 2006 and 2007
    
    
    F-5Consolidated Statements of Changes in Financial Position for the Years Ended December 31, 2005, 2006 and 2007
    
    
    F-6Notes to Consolidated Financial Statements for the Years Ended December 31, 2005, 2006 and 2007
    
    
    F-7
  F- 1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       
  F- 2




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##### Table of Contents



Grupo Televisa, S.A.B.
 
 Consolidated Balance Sheets
 As of December 31, 2006 and 2007
 (In thousands of Mexican pesos in purchasing power as of December 31, 2007)
 (Notes 1 and 2)
 Notes
    
    
    2006
    
    
    2007ASSETSCurrent:Cash
    
    
    
    
    
    Ps.
    701,245
    
    
    Ps.
    843,531Temporary investments
    
    
    
    
    
    
    15,703,829
    
    
    
    26,461,36516,405,074
    
    
    
    27,304,896Trade notes and accounts receivable, net
    
    
    3
    
    
    
    14,108,702
    
    
    
    17,294,674Other accounts and notes receivable, net
    
    
    
    
    
    
    1,544,287
    
    
    
    2,590,330Due from affiliated companies
    
    
    16
    
    
    
    191,761
    
    
    
    195,023Transmission rights and programming
    
    
    4
    
    
    
    3,167,943
    
    
    
    3,154,681Inventories
    
    
    
    
    
    
    801,943
    
    
    
    833,996Available-for-sale investment
    
    
    
    
    
    
    12,266,318
    
    
    
    Other current assets
    
    
    
    
    
    
    800,068
    
    
    
    653,260Total current assets
    
    
    
    
    
    
    49,286,096
    
    
    
    52,026,860Transmission rights and programming
    
    
    4
    
    
    
    3,557,738
    
    
    
    5,252,748Investments
    
    
    5
    
    
    
    5,959,873
    
    
    
    8,115,584Property, plant and equipment, net
    
    
    6
    
    
    
    21,764,425
    
    
    
    25,171,331Intangible assets and deferred charges, net
    
    
    7
    
    
    
    5,592,695
    
    
    
    8,098,667Other assets
    
    
    
    
    
    
    25,325
    
    
    
    38,286Total assets
    
    
    
    
    
    Ps.
    86,186,152
    
    
    Ps.
    98,703,476LIABILITIESCurrent:Current portion of long-term debt
    
    
    8
    
    
    Ps.
    1,023,445
    
    
    Ps.
    488,650Current portion of satellite transponder lease obligation
    
    
    8
    
    
    
    89,415
    
    
    
    97,696Trade accounts payable
    
    
    
    
    
    
    3,580,467
    
    
    
    4,457,519Customer deposits and advances
    
    
    
    
    
    
    17,528,635
    
    
    
    17,145,053Taxes payable
    
    
    
    
    
    
    1,223,814
    
    
    
    684,497Accrued interest
    
    
    
    
    
    
    271,915
    
    
    
    307,814Due to affiliated companies
    
    
    16
    
    
    
    39,566
    
    
    
    127,191Other accrued liabilities
    
    
    
    
    
    
    2,124,712
    
    
    
    2,173,926Total current liabilities
    
    
    
    
    
    
    25,881,969
    
    
    
    25,482,346Long-term debt, net of current portion
    
    
    8
    
    
    
    18,464,257
    
    
    
    24,433,387Satellite transponder lease obligation, net of current portion
    
    
    8
    
    
    
    1,162,531
    
    
    
    1,035,134Customer deposits and advances
    
    
    
    
    
    
    278,282
    
    
    
    2,665,185Other long-term liabilities
    
    
    
    
    
    
    541,671
    
    
    
    2,849,369Deferred taxes
    
    
    19
    
    
    
    1,544,741
    
    
    
    1,272,834Pension plans, seniority premiums and severance indemnities
    
    
    10
    
    
    
    297,824
    
    
    
    314,921Total liabilities
    
    
    
    
    
    
    48,171,275
    
    
    
    58,053,176Commitments and contingencies
    
    
    11STOCKHOLDERS EQUITYCapital stock issued, no par value
    
    
    12
    
    
    
    10,506,856
    
    
    
    10,267,570Additional paid-in capital
    
    
    
    
    
    
    4,547,944
    
    
    
    4,547,94415,054,800
    
    
    
    14,815,514Retained earnings:
    
    
    13Legal reserve
    
    
    
    
    
    
    2,135,423
    
    
    
    2,135,423Reserve for repurchase of shares
    
    
    
    
    
    
    4,626,882
    
    
    
    1,240,869Unappropriated earnings
    
    
    
    
    
    
    17,343,579
    
    
    
    21,713,378Net income for the year
    
    
    
    
    
    
    8,908,943
    
    
    
    8,082,46333,014,827
    
    
    
    33,172,133Accumulated other comprehensive loss, net
    
    
    14
    
    
    
    (3,808,377
    )
    
    
    (3,009,468
    )Shares repurchased
    
    
    12
    
    
    
    (7,888,974
    )
    
    
    (7,939,066
    )21,317,476
    
    
    
    22,223,599Total majority interest
    
    
    
    
    
    
    36,372,276
    
    
    
    37,039,113Minority interest
    
    
    15
    
    
    
    1,642,601
    
    
    
    3,611,187Total stockholders equity
    
    
    
    
    
    
    38,014,877
    
    
    
    40,650,300Total liabilities and stockholders equity
    
    
    
    
    
    Ps.
    86,186,152
    
    
    Ps.
    98,703,476
   F- 3




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##### Table of Contents



Grupo Televisa, S.A.B.
 
 Consolidated Statements of Income
 For the Years Ended December 31, 2005, 2006 and 2007
 (In thousands of Mexican pesos in purchasing power as of December 31, 2007,
 except per CPO amounts)
 (Notes 1 and 2)
 Notes
    
    2005
    
    
    2006
    
    
    2007Net sales
    
    
    22
    
    
    Ps.
    35,068,013
    
    
    Ps.
    39,357,699
    
    
    Ps.
    41,561,526Cost of sales (excluding depreciation and amortization)
    
    
    
    
    
    
    15,927,359
    
    
    
    16,791,197
    
    
    
    18,128,007Selling expenses (excluding depreciation and amortization)
    
    
    
    
    
    
    2,877,753
    
    
    
    3,130,230
    
    
    
    3,277,526Administrative expenses (excluding depreciation and amortization)
    
    
    
    
    
    
    1,988,090
    
    
    
    2,390,785
    
    
    
    2,452,027Depreciation and amortization
    
    
    6 and 7
    
    
    
    2,611,629
    
    
    
    2,779,772
    
    
    
    3,223,070Operating income
    
    
    22
    
    
    
    11,663,182
    
    
    
    14,265,715
    
    
    
    14,480,896Other expense, net
    
    
    17
    
    
    
    770,899
    
    
    
    888,070
    
    
    
    953,352Integral cost of financing, net
    
    
    18
    
    
    
    1,923,961
    
    
    
    1,141,028
    
    
    
    410,214Equity in (earnings) losses of affiliates, net
    
    
    5
    
    
    
    (172,913
    )
    
    
    624,843
    
    
    
    749,299Income before income taxes
    
    
    
    
    
    
    9,141,235
    
    
    
    11,611,774
    
    
    
    12,368,031Income taxes
    
    
    19
    
    
    
    811,076
    
    
    
    2,092,478
    
    
    
    3,349,641Income before cumulative loss of accounting change
    
    
    
    
    
    
    8,330,159
    
    
    
    9,519,296
    
    
    
    9,018,390Cumulative loss of accounting change, net
    
    
    1(n)(r)
    
    
    
    546,386
    
    
    
    
    
    
    
    Consolidated net income
    
    
    
    
    
    
    7,783,773
    
    
    
    9,519,296
    
    
    
    9,018,390Minority interest net income
    
    
    15
    
    
    
    1,170,359
    
    
    
    610,353
    
    
    
    935,927Majority interest net income
    
    
    13
    
    
    Ps.
    6,613,414
    
    
    Ps.
    8,908,943
    
    
    Ps.
    8,082,463Majority interest net income per CPO
    
    
    20
    
    
    Ps.
    2.27
    
    
    Ps.
    3.07
    
    
    Ps.
    2.84
   F- 4




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##### Table of Contents



Grupo Televisa, S.A.B.
 
 Consolidated Statements of Changes in Stockholders Equity
 For the years ended December 31, 2005, 2006 and 2007
 (In thousands of Mexican pesos in purchasing power as of December 31, 2007)
 (Notes 1 and 2)
 AccumulatedCapital
    
    
    
    
    
    
    
    
    
    
    OtherStock
    
    
    Additional
    
    
    Retained
    
    
    Comprehensive
    
    
    Shares
    
    
    Total
    
    
    Minority
    
    
    TotalIssued
    
    
    Paid-In
    
    
    Earnings
    
    
    Loss
    
    
    Repurchased
    
    
    Majority
    
    
    Interest
    
    
    Stockholders(Note 12)
    
    
    Capital
    
    
    (Note 13)
    
    
    (Note 14)
    
    
    (Note 12)
    
    
    Interest
    
    
    (Note 15)
    
    
    EquityBalance at January 1, 2005
    
    Ps.
    10,677,114
    
    
    Ps.
    4,547,944
    
    
    Ps.
    25,586,027
    
    
    Ps.
    (2,858,311
    )
    
    Ps.
    (7,022,500
    )
    
    Ps.
    30,930,274
    
    
    Ps.
    (134,482
    )
    
    Ps.
    30,795,792Dividends
    
    
    
    
    
    
    
    
    
    
    (4,648,726
    )
    
    
    
    
    
    
    
    
    
    
    (4,648,726
    )
    
    
    
    
    
    
    (4,648,726
    )Repurchase of capital stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,289,552
    )
    
    
    (1,289,552
    )
    
    
    
    
    
    
    (1,289,552
    )Sale of repurchase shares
    
    
    
    
    
    
    
    
    
    
    (366,181
    )
    
    
    
    
    
    
    705,792
    
    
    
    339,611
    
    
    
    
    
    
    
    339,611Increase in minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,053,123
    
    
    
    1,053,123Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    349,302
    
    
    
    
    
    
    
    
    
    
    
    349,302
    
    
    
    
    
    
    
    349,302Comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    6,613,414
    
    
    
    (970,514
    )
    
    
    
    
    
    
    5,642,900
    
    
    
    
    
    
    
    5,642,900Balance at December 31, 2005
    
    
    10,677,114
    
    
    
    4,547,944
    
    
    
    27,533,836
    
    
    
    (3,828,825
    )
    
    
    (7,606,260
    )
    
    
    31,323,809
    
    
    
    918,641
    
    
    
    32,242,450Dividends
    
    
    
    
    
    
    
    
    
    
    (1,161,839
    )
    
    
    
    
    
    
    
    
    
    
    (1,161,839
    )
    
    
    
    
    
    
    (1,161,839
    )Share cancellation
    
    
    (170,258
    )
    
    
    
    
    
    
    (1,575,231
    )
    
    
    
    
    
    
    1,745,489
    
    
    
    
    
    
    
    
    
    
    
    Repurchase of capital stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,224,515
    )
    
    
    (3,224,515
    )
    
    
    
    
    
    
    (3,224,515
    )Sale of repurchase shares
    
    
    
    
    
    
    
    
    
    
    (609,049
    )
    
    
    
    
    
    
    1,196,312
    
    
    
    587,263
    
    
    
    
    
    
    
    587,263Increase in minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    723,960
    
    
    
    723,960Benefit from capital contribution of
minority interest in Sky
    
    
    
    
    
    
    
    
    
    
    385,596
    
    
    
    
    
    
    
    
    
    
    
    385,596
    
    
    
    
    
    
    
    385,596Loss on minority interest acquisition of Sky
    
    
    
    
    
    
    
    
    
    
    (711,311
    )
    
    
    
    
    
    
    
    
    
    
    (711,311
    )
    
    
    
    
    
    
    (711,311
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    243,882
    
    
    
    
    
    
    
    
    
    
    
    243,882
    
    
    
    
    
    
    
    243,882Comprehensive income
    
    
    
    
    
    
    
    
    
    
    8,908,943
    
    
    
    20,448
    
    
    
    
    
    
    
    8,929,391
    
    
    
    
    
    
    
    8,929,391Balance at December 31, 2006
    
    
    10,506,856
    
    
    
    4,547,944
    
    
    
    33,014,827
    
    
    
    (3,808,377
    )
    
    
    (7,888,974
    )
    
    
    36,372,276
    
    
    
    1,642,601
    
    
    
    38,014,877Dividends
    
    
    
    
    
    
    
    
    
    
    (4,506,492
    )
    
    
    
    
    
    
    
    
    
    
    (4,506,492
    )
    
    
    
    
    
    
    (4,506,492
    )Share cancellation
    
    
    (239,286
    )
    
    
    
    
    
    
    (3,386,013
    )
    
    
    
    
    
    
    3,625,299
    
    
    
    
    
    
    
    
    
    
    
    Repurchase of capital stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,948,331
    )
    
    
    (3,948,331
    )
    
    
    
    
    
    
    (3,948,331
    )Sale of repurchase shares
    
    
    
    
    
    
    
    
    
    
    (173,169
    )
    
    
    
    
    
    
    272,940
    
    
    
    99,771
    
    
    
    
    
    
    
    99,771Increase in minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,968,586
    
    
    
    1,968,586Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    140,517
    
    
    
    
    
    
    
    
    
    
    
    140,517
    
    
    
    
    
    
    
    140,517Comprehensive income
    
    
    
    
    
    
    
    
    
    
    8,082,463
    
    
    
    798,909
    
    
    
    
    
    
    
    8,881,372
    
    
    
    
    
    
    
    8,881,372Balance at December 31, 2007
    
    Ps.
    10,267,570
    
    
    Ps.
    4,547,944
    
    
    Ps.
    33,172,133
    
    
    Ps.
    (3,009,468
    )
    
    Ps.
    (7,939,066
    )
    
    Ps.
    37,039,113
    
    
    Ps.
    3,611,187
    
    
    Ps.
    40,650,300
   F- 5




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##### Table of Contents



Grupo Televisa, S.A.B.
 
 Consolidated Statements of Changes in Financial Position
 For Years Ended December 31, 2005, 2006 and 2007
 (In thousands of Mexican pesos in purchasing power as of December 31, 2007)
 (Notes 1 and 2)
 2005
    
    
    2006
    
    
    2007Operating activities:Consolidated net income
    
    Ps.
    7,783,773
    
    
    Ps.
    9,519,296
    
    
    Ps.
    9,018,390Adjustments to reconcile net income to resources provided by operating activities:Equity in (earnings) losses of affiliates
    
    
    (172,913
    )
    
    
    624,843
    
    
    
    749,299Depreciation and amortization
    
    
    2,611,629
    
    
    
    2,779,772
    
    
    
    3,223,070Impairment of long-lived assets and other amortization
    
    
    105,314
    
    
    
    176,884
    
    
    
    541,996Deferred taxes
    
    
    (850,520
    )
    
    
    1,292,645
    
    
    
    (358,122
    )Loss on disposition of available-for sale investment in Univision
    
    
    
    
    
    
    
    
    
    
    565,862Loss (gain) on disposition of affiliates
    
    
    184,904
    
    
    
    (19,556
    )
    
    
    (41,527
    )Stock-based compensation
    
    
    
    
    
    
    243,882
    
    
    
    140,517Cumulative loss of accounting change
    
    
    546,386
    
    
    
    
    
    
    
    10,208,573
    
    
    
    14,617,766
    
    
    
    13,839,485Changes in operating assets and liabilities:(Increase) decrease in:Trade notes and accounts receivable, net
    
    
    (2,474,612
    )
    
    
    894,378
    
    
    
    (3,090,936
    )Transmission rights and programming
    
    
    1,054,584
    
    
    
    778,059
    
    
    
    (1,878,256
    )Inventories
    
    
    50,276
    
    
    
    (112,827
    )
    
    
    (32,053
    )Other accounts and notes receivable and other current assets
    
    
    860,008
    
    
    
    (1,104,190
    )
    
    
    (443,962
    )Increase (decrease) in:Customer deposits and advances
    
    
    2,411,073
    
    
    
    (1,676,832
    )
    
    
    1,840,116Trade accounts payable
    
    
    807,911
    
    
    
    390,413
    
    
    
    840,911Other liabilities, taxes payable and deferred taxes
    
    
    (801,669
    )
    
    
    560,690
    
    
    
    519,488Pension plans, seniority premiums and severance indemnities
    
    
    80,598
    
    
    
    90,360
    
    
    
    17,0971,988,169
    
    
    
    (179,949
    )
    
    
    (2,227,595
    )Resources provided by operating activities
    
    
    12,196,742
    
    
    
    14,437,817
    
    
    
    11,611,890Financing activities:Issuance of Senior Notes due 2025
    
    
    6,883,712
    
    
    
    
    
    
    
    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
    
    
    (6,131,987
    )
    
    
    
    
    
    
    (1,017,093
    )Prepayments of Senior Notes due 2013
    
    
    
    
    
    
    (3,315,749
    )
    
    
    Other increase in debt
    
    
    
    
    
    
    3,631,565
    
    
    
    50,051Other decrease in debt
    
    
    (5,808,505
    )
    
    
    (888,623
    )
    
    
    (675,234
    )Repurchase and sale of capital stock
    
    
    (949,941
    )
    
    
    (2,637,252
    )
    
    
    (3,848,560
    )Dividends paid
    
    
    (4,648,726
    )
    
    
    (1,161,839
    )
    
    
    (4,506,492
    )Gain on valuation of available-for-sale investments
    
    
    
    
    
    
    (565,862
    )
    
    
    Loss on minority interest acquisition of Sky
    
    
    
    
    
    
    (711,311
    )
    
    
    Benefit from capital contribution of minority interest in Sky
    
    
    
    
    
    
    385,596
    
    
    
    Minority interest
    
    
    (117,236
    )
    
    
    113,607
    
    
    
    1,032,659Translation effect
    
    
    121,145
    
    
    
    17,202
    
    
    
    32,877Resources used for financing activities
    
    
    (10,651,538
    )
    
    
    (5,132,666
    )
    
    
    (1,974,297
    )Investing activities:Due from affiliated companies, net
    
    
    577,463
    
    
    
    (644,409
    )
    
    
    32,636Investments
    
    
    (1,297,043
    )
    
    
    (4,938,453
    )
    
    
    (3,385,342
    )Disposition of investments
    
    
    113,379
    
    
    
    7,194,364
    
    
    
    700,689Investments in property, plant and equipment
    
    
    (2,956,172
    )
    
    
    (3,428,532
    )
    
    
    (3,915,439
    )Disposition of property, plant and equipment
    
    
    342,256
    
    
    
    532,676
    
    
    
    704,310Investments in goodwill and other intangible assets
    
    
    (1,790,712
    )
    
    
    (1,224,707
    )
    
    
    (3,310,968
    )Disposition of goodwill and other intangible assets
    
    
    728,683
    
    
    
    5,924,375
    
    
    
    Available-for-sale investment in shares of Univision
    
    
    
    
    
    
    (12,266,318
    )
    
    
    12,266,318Acquisition of Telecom net assets
    
    
    
    
    
    
    
    
    
    
    (1,975,666
    )Other assets
    
    
    126,367
    
    
    
    (4,026
    )
    
    
    7,430Resources (used for) provided by investing activities
    
    
    (4,155,779
    )
    
    
    (8,855,030
    )
    
    
    1,123,968Net (decrease) increase in cash and temporary investments
    
    
    (2,610,575
    )
    
    
    450,121
    
    
    
    10,761,561Net increase in cash and temporary investments upon Telecom acquisition
    
    
    
    
    
    
    
    
    
    
    138,261Cash and temporary investments at beginning of year
    
    
    18,565,528
    
    
    
    15,954,953
    
    
    
    16,405,074Cash and temporary investments at end of year
    
    Ps.
    15,954,953
    
    
    Ps.
    16,405,074
    
    
    Ps.
    27,304,896
   F- 6




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##### Table of Contents



Grupo Televisa, S.A.B.
 
 Notes to Consolidated Financial Statements
 For the Years Ended December 31, 2005, 2006 and 2007
(In thousands of Mexican pesos in purchasing power as of December 31, 2007,
except per CPO, per share and exchange rate amounts)
 1. Accounting Policies
  (a) Basis of Presentation
       F- 7




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##### Table of Contents



(b) Members of the Group
  CompanysConsolidated Entities
    
    Ownership(1)
    
    Business Segments(2)Telesistema Mexicano, S.A. de C.V. and subsidiaries, including Televisa, S.A. de C.V.
    
    
    100
    %
    
    Television Broadcasting, Pay Television Networks and 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
    %
    
    PublishingGrupo Distribuidoras Intermex, S.A. de C.V. and subsidiaries
    
    
    100
    %
    
    Publishing DistributionInnova, S. de R. L. de C.V. and subsidiaries (collectively, Sky)(3)
    
    
    58.7
    %
    
    SkyEmpresas Cablevisión, S. A. B. de C.V. (Empresas Cablevisión) and subsidiaries
    
    
    51
    %
    
    Cable and TelecomPaxia, S.A.
de C.V., including its investment in Alvafig, S.A. de C.V. (Alvafig)(3)
    
    
    100
    %
    
    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 BusinessesSistema Radiópolis, S.A. de C.V. and subsidiaries
    
    
    50
    %
    
    Other BusinessesTelevisa Juegos, S.A. de C.V. and subsidiaries
    
    
    100
    %
    
    Other Businesses
 
 (1)
    
    Percentage of equity interest directly or indirectly held by the Company in the holding entity.(2)
    
    See Note 22 for a description of each of the Groups business segments.(3)
    
    The Group has identified Sky, TuTv and Alvafig as variable interest entities and the Group as
the primary beneficiary of the investment in each of these entities. The Group has 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. Alvafig is a holding company owning 49% of the
equity in Cablemás, S.A. de C.V. (Cablemás), the second largest cable operator in Mexico
(see Notes 2 and 5).  Businesses
    
    Expiration DatesTelevision Broadcasting
    
    In 2021Sky
    
    Various from 2020 to 2027Cable and Telecom
    
    Various from 2018 to 2030Radio
    
    Various from 2008 to 2016Gaming
    
    In 2030
 (c) Foreign Currency Translation
    F- 8




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##### Table of Contents



(d) Temporary Investments
   (e) Transmission Rights and Programming
      (f) Inventories
  (g) Investments
     F- 9




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##### Table of Contents



(h) Property, Plant and Equipment
   (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.
  F- 10




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##### Table of Contents




    
    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 DTH program
services and installation fees, are recognized at the time the DTH service is provided.
 
    
    Cable television, internet and telephone subscription, and pay-per-view and installation
fees are recognized in the period in which the services are rendered.
 
    
    Revenues from telecommunications and data services are recognized in the period in which
these services are provided.
 
    
    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) Pension Plans, Seniority Premiums and Severance Indemnities
    (o) Income Taxes
   (p) Derivative Financial Instruments
   F- 11




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##### Table of Contents



(q) Comprehensive Income
  (r) Stock-based Compensation
  (s) Prior Years Financial Statements
  The NCPI at December 31 was:2004
    
    
    112.5502005
    
    
    116.3012006
    
    
    121.0152007
    
    
    125.564
 Statement
of Income Presentation of the Employees Profit Sharing in the Statement of Income
 (t) Recently Issued Mexican FRS
  Effects of Inflation
  F- 12




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##### Table of Contents



Benefits to Employees Labor
 Income Taxes Accounting for income
tax, asset tax and employees profit sharing
  Statement of Cash Flows
 Translation of Foreign Currencies Foreign Currency Transactions and Translation of Financial Statements of Foreign Operations
 Effects of the Flat Rate Business Tax
 2. Acquisitions, Investments and Dispositions
   F- 13




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    
       F- 14




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##### Table of Contents



3. Trade Notes and Accounts Receivable
  2006
    
    
    2007Non-interest bearing notes received from customers as deposits and advances
    
    Ps.
    12,406,785
    
    
    Ps.
    14,753,180Accounts receivable, including value-added tax receivables related to advertising services
    
    
    2,773,345
    
    
    
    3,507,639Allowance for doubtful accounts
    
    
    (1,071,428
    )
    
    
    (966,145
    )Ps.
    14,108,702
    
    
    Ps.
    17,294,674
  F- 15




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##### Table of Contents



4. Transmission Rights and Programming
  2006
    
    
    2007Transmission rights
    
    Ps.
    3,721,400
    
    
    Ps.
    5,439,918Programming
    
    
    3,004,281
    
    
    
    2,967,5116,725,681
    
    
    
    8,407,429Non-current portion of:Transmission rights
    
    
    1,950,823
    
    
    
    3,626,320Programming
    
    
    1,606,915
    
    
    
    1,626,4283,557,738
    
    
    
    5,252,748Current portion of transmission rights and programming
    
    Ps.
    3,167,943
    
    
    Ps.
    3,154,681
 5. Investments
  Ownership%as of December 31,2006
    
    
    2007
    
    
    2007Accounted for by the equity method:Cablemás(a)
    
    Ps.
    2,978,532
    
    
    Ps.
    3,208,265
    
    
    
    49%La Sexta (see Note 2)
    
    
    757,166
    
    
    
    1,238,576
    
    
    
    40%Ocesa Entretenimiento, S. A. de C. V. (OCEN)(b)
    
    
    522,808
    
    
    
    448,158
    
    
    
    40%Volaris (see Note 2)
    
    
    266,970
    
    
    
    202,949
    
    
    
    25%TVI (see Note 2)
    
    
    101,407
    
    
    
    324,508
    
    
    
    50%Other
    
    
    99,518
    
    
    
    132,7584,726,401
    
    
    
    5,555,214Other investments:Held-to-maturity debt securities (see Note 1(g))(c)
    
    
    940,238
    
    
    
    2,525,204TVI (see Note 2)
    
    
    266,378
    
    
    
    Other
    
    
    26,856
    
    
    
    35,1661,233,472
    
    
    
    2,560,370Ps.
    5,959,873
    
    
    Ps.
    8,115,584
 
 (a)
    
    The Group has identified Alvafig as a variable interest entity, and
the Group as the primary beneficiary of the investment in this entity.
Hence, the assets of Alvafig, consisting of a 49% equity interest in
Cablemás (including goodwill of Ps.1,870,393), as well as its
liabilities and results of operations have been included in the
consolidated financial statements of the Company (see Notes 1 (b) and
2).(b)
    
    OCEN is a majority-owned subsidiary of Corporación Interamericana de
Entretenimiento, S.A. de C.V. (CIE), and is engaged in the live
entertainment business in Mexico. In the third quarter of 2006, and in
the second and third quarter of 2007, OCEN paid dividends to the Group
in the aggregate amount of Ps.106,429 and Ps.94,382 respectively (see
Note 16).(c)
    
    Held-to-maturity securities represent structured notes and corporate
fixed income securities with long-term maturities. These investments
are stated at cost.  F- 16




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##### Table of Contents



2005
    
    
    2006
    
    
    2007Equity in earnings (losses) of affiliates, net
    
    Ps.
    172,913
    
    
    Ps.
    (624,843
    )
    
    Ps.
    (749,299
    )Equity in other comprehensive (loss) income of affiliates:Foreign currency translation adjustments, net
    
    
    (313,807
    )
    
    
    578,481
    
    
    
    171,297Result from holding non-monetary assets, net
    
    
    (960
    )
    
    
    (7,161
    )
    
    
    2,151(Loss) gain on equity accounts, net
    
    
    (204,485
    )
    
    
    57,930
    
    
    
    5,382Ps.
    (346,339
    )
    
    Ps.
    4,407
    
    
    Ps.
    (570,469
    )
 6. Property, Plant and Equipment, Net
  2006
    
    
    2007Buildings
    
    Ps.
    8,709,933
    
    
    Ps.
    9,178,003Buildings improvements
    
    
    1,694,047
    
    
    
    1,715,965Technical equipment(1)
    
    
    20,875,135
    
    
    
    26,330,386Satellite transponders
    
    
    1,757,780
    
    
    
    1,789,890Furniture and fixtures
    
    
    597,683
    
    
    
    672,426Transportation equipment
    
    
    1,310,538
    
    
    
    1,411,444Computer equipment
    
    
    1,653,994
    
    
    
    2,162,63936,599,110
    
    
    
    43,260,753Accumulated depreciation
    
    
    (20,180,600
    )
    
    
    (22,750,195
    )16,418,510
    
    
    
    20,510,558Land
    
    
    4,138,684
    
    
    
    4,232,721Construction in progress
    
    
    1,207,231
    
    
    
    428,052Ps.
    21,764,425
    
    
    Ps.
    25,171,331
 
 (1)
    
    In 2007 includes telecommunications facilities in connection with the
acquisition of Letseb and Bestel USA (see Note 2).      F- 17




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##### Table of Contents



7. Intangible Assets and Deferred Charges, Net
  2006
    
    
    2007Gross
    
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Net Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    Net CarryingAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    AmountIntangible assets with indefinite lives:Goodwill
    
    
    
    
    
    
    
    
    
    Ps.
    2,267,077
    
    
    
    
    
    
    
    
    
    
    Ps.
    3,978,277Publishing and TVI trademarks
    
    
    
    
    
    
    
    
    
    
    602,741
    
    
    
    
    
    
    
    
    
    
    
    806,278Television network concession
    
    
    
    
    
    
    
    
    
    
    650,603
    
    
    
    
    
    
    
    
    
    
    
    650,603TVI concession
    
    
    
    
    
    
    
    
    
    
    147,108
    
    
    
    
    
    
    
    
    
    
    
    262,925Telecom concession
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,113Intangible assets with finite lives and
deferred charges:Licenses and software
    
    Ps.
    845,232
    
    
    Ps.
    (475,648
    )
    
    
    369,584
    
    
    Ps.
    1,026,841
    
    
    Ps.
    (632,998
    )
    
    
    393,843Subscriber list Sky
    
    
    615,449
    
    
    
    (302,041
    )
    
    
    313,408
    
    
    
    749,945
    
    
    
    (461,509
    )
    
    
    288,436Subscriber list TVI
    
    
    50,887
    
    
    
    
    
    
    
    50,887
    
    
    
    52,495
    
    
    
    (13,011
    )
    
    
    39,484Leasehold improvements
    
    
    280,282
    
    
    
    (71,825
    )
    
    
    208,457
    
    
    
    821,257
    
    
    
    (138,663
    )
    
    
    682,594Other intangible assets
    
    
    266,175
    
    
    
    (127,657
    )
    
    
    138,518
    
    
    
    294,035
    
    
    
    (157,214
    )
    
    
    136,821Deferred financing costs (see Note 8)
    
    
    1,085,933
    
    
    
    (241,621
    )
    
    
    844,312
    
    
    
    1,107,744
    
    
    
    (277,451
    )
    
    
    830,293Ps.
    3,143,958
    
    
    Ps.
    (1,218,792
    )
    
    Ps.
    5,592,695
    
    
    Ps.
    4,052,317
    
    
    Ps.
    (1,680,846
    )
    
    Ps.
    8,098,667
   ForeignBalance as of
    
    
    
    
    
    
    Currency
    
    
    
    
    
    
    
    
    
    
    Balance as ofDecember 31,
    
    
    
    
    
    
    Translation
    
    
    Adjustments/
    
    
    Impairment
    
    
    December 31,2006
    
    
    Acquisitions
    
    
    Adjustments
    
    
    Reclassifications
    
    
    Adjustments
    
    
    2007Goodwill:Television Broadcasting(1)
    
    Ps.
    1,403,519
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    (493,693
    )
    
    Ps.
    909,826Cable and Telecom
    
    
    
    
    
    
    1,552,054
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,552,054Publishing Distribution
    
    
    24,544
    
    
    
    668,338
    
    
    
    (2,773
    )
    
    
    
    
    
    
    
    
    
    
    690,109Other Businesses
    
    
    39,406
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,406Equity-method investees(2)
    
    
    799,608
    
    
    
    269,028
    
    
    
    
    
    
    
    (281,754
    )
    
    
    
    
    
    
    786,882Ps.
    2,267,077
    
    
    Ps.
    2,489,420
    
    
    Ps.
    (2,773
    )
    
    Ps.
    (281,754
    )
    
    Ps.
    (493,693
    )
    
    Ps.
    3,978,277Trademarks(3):Publishing
    
    Ps.
    552,731
    
    
    Ps.
    141,093
    
    
    Ps.
    1,242
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    695,066Telecom
    
    
    
    
    
    
    21,860
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,860TVI
    
    
    50,010
    
    
    
    39,342
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89,352Ps.
    602,741
    
    
    Ps.
    202,295
    
    
    Ps.
    1,242
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    806,278
 
 (1)
    
    See Note 17.(2)
    
    See Note 5.(3)
    
    See Note 2.  F- 18




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##### Table of Contents



8. Long-term Debt and Satellite Transponder Lease Obligation
  2006
    
    
    2007U.S. dollar debt:8% Senior Notes due 2011(1)(2)
    
    Ps.
    806,468
    
    
    Ps.
    785,8638.50% Senior Notes due 2032(1)
    
    
    3,362,570
    
    
    
    3,276,6606.625% Senior Notes due 2025(1)(2)
    
    
    6,725,139
    
    
    
    6,553,3209.375% Senior Notes due 2013(3)(8)
    
    
    126,108
    
    
    
    122,886JPMorgan Chase Bank loan facility(4)
    
    
    
    
    
    
    2,457,495Other(5)
    
    
    38,943
    
    
    
    33,032Mexican peso debt:8.49% Senior Notes due 2037(1)(6)
    
    
    
    
    
    
    4,500,0008.15% UDI-denominated Notes due 2007(2)(6)(7)
    
    
    1,017,093
    
    
    
    Bank loans(3)(8)
    
    
    7,410,945
    
    
    
    7,142,460Other currency debt
    
    
    436
    
    
    
    50,321Total long-term debt
    
    
    19,487,702
    
    
    
    24,922,037Less: Current portion
    
    
    1,023,445
    
    
    
    488,650Long-term debt, net of current portion
    
    Ps.
    18,464,257
    
    
    Ps.
    24,433,387Satellite transponder lease obligation(9)
    
    Ps.
    1,251,946
    
    
    Ps.
    1,132,830Less: Current portion
    
    
    89,415
    
    
    
    97,696Satellite transponder lease obligation, net of current portion
    
    Ps.
    1,162,531
    
    
    Ps.
    1,035,134
 
 (1)
    
    These Senior Notes 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, 2025, 2032 and
2037, including additional amounts payable in respect of certain
Mexican withholding taxes, is 8.41%, 6.97%, 8.94% and 8.93% per annum,
respectively, and is payable semi-annually. These Senior Notes may not
be redeemed prior to maturity, except in the event of certain changes
in law affecting the Mexican withholding tax treatment of certain
payments on the securities, in which case the securities will be
redeemable, as a whole but not in part, at the option of the Company.
The Senior Notes due 2011 and 2032 were priced at 98.793% and 99.431%,
respectively, for a yield to maturity of 8.179% and 8.553%,
respectively. The agreement of these Senior Notes contains covenants
that limit the ability of the Company and certain restricted
subsidiaries engaged in Television Broadcasting, Pay Television
Networks and Programming Exports, to incur or assume liens, perform
sale and leaseback transactions, and consummate certain mergers,
consolidations and similar transactions. Substantially all of these
Senior Notes are registered with the U.S. Securities and Exchange
Commission (the SEC).(2)
    
    In March and May 2005, the Company issued these Senior Notes in the
aggregate amount of U.S.$400.0 million and U.S.$200.0 million,
respectively, which were priced at 98.081% and 98.632%, respectively,
for a yield to maturity of 6.802% and 6.787%, respectively. The net
proceeds of the U.S.$400.0 million issuance, together with cash on
hand, were used to fund the Groups tender offers made for any or all
of the Senior Notes due 2011 and the UDI-denominated Notes due 2007,
and prepay a portion of the outstanding principal amount of these
securities in the amount of approximately U.S.$222.0 million and
Ps.3,045,427 (nominal Ps.2,935,097), respectively. The net proceeds of
the U.S.$200.0 million issuance were used for corporate purposes,
including the prepayment of some of the Groups outstanding
indebtedness.(3)
    
    These Senior Notes are unsecured and unsubordinated obligations of
Sky. Interest on these Senior Notes, including additional amounts
payable in respect of certain Mexican withholding taxes, is 9.8580%,
and is payable semi-annually. Sky may, at its own option, redeem these
Senior Notes, in whole or in part, at any time on or after
September 19, 2008 at redemption prices from 104.6875% to 101.5625%
between September 19, 2008 through September 18, 2011, or 100%
commencing on September 19, 2011, plus accrued and unpaid interest, if
any. In March and April 2006, Sky entered into two 10-year loans with
Mexican banks in the aggregate principal amount of Ps.3,500,000 to
fund, together with cash on hand, a tender offer and consent
solicitation made for any or all of the Senior Notes due 2013, and
prepaid a principal amount of approximately U.S.$288.7 million or
96.2% of these securities. The total aggregate amount paid by Sky in
connection with this tender offer was of approximately
U.S.$324.3 million, which included related consents and accrued and
unpaid interest. The 10-year Sky indebtedness is guaranteed by the
Company and includes a nominal Ps.2,100,000 loan with an annual
interest rate of 8.74% and a Ps.1,400,000 loan with an annual interest
rate of 8.98% for the first three years, and the Mexican interbank
interest rate of TIIE plus 24 basis points for the remaining seven
years. Interest on these two 10-year loans is payable on a monthly
basis.(4)
    
    In December 2007, Empresas Cablevisión entered into a 5-year term loan
facility in the aggregate principal amount of U.S.$225 million in
connection with the financing for the acquisition of Letseb and Bestel
USA (see Note 2). This loan is intended to be syndicated during the
life of the facility. Annual interest on this loan facility is payable
on a quarterly basis at LIBOR plus an applicable margin that may range
from 0.375% to 0.625% depending on a leverage ratio. Under the terms
of the loan facility, Empresas Cablevisión and subsidiaries are
required to (a) maintain certain financial coverage ratios related to
indebtedness and interest expense, and (b) comply with certain
restrictive covenants, primarily on debt, liens, investments and
acquisitions, capital expenditures, asset sales, consolidations,
mergers and similar transactions.  F- 19




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##### Table of Contents



(5)
    
    Includes notes payable to banks, bearing annual interest rates in a
range of 0.11 to 1.25 points above LIBOR. The maturities of these
notes are between 2008 and 2010.(6)
    
    In May 2007, the Company issued these Senior Notes in the aggregate
principal amount of Ps.4,500,000. The net proceeds from this issuance
were used to replenish the Groups cash position following the
payment, with cash on hand, of approximately Ps.992,900 of our
outstanding 8.15% UDI-denominated Notes that matured in April 2007 and
for the repurchase of the Companys shares. The Group intends to use
the remaining net proceeds from this issuance for general corporate
purposes, including the repayment of other outstanding indebtedness
and the continued repurchase of the Companys shares, subject to
market conditions and other factors. The Company may, at its own
option, redeem these Senior Notes, in whole or in part, at any time at
a redemption price equal to the greater of the principal amount of the
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 Mexican Government Bonds.(7)
    
    Notes denominated in Mexican Investment Units (Unidades de Inversión
or UDIs), representing 258,711,400 UDIs at December 31, 2006.
Interest on these notes was payable semi-annually. The balance as of
December 31, 2006 includes restatement of Ps.275,561.(8)
    
    Includes in 2006 and 2007, outstanding balances of long-term loans in
the principal amount of Ps.480,000, Ps.1,162,460 and Ps.2,000,000, in
connection with certain credit agreements entered into by the Company
with a Mexican bank, with various maturities from 2008 through 2012.
Interest on these loans is, in a range of 8.925% to 10.350% per annum,
and is payable on a monthly basis. Under the terms of these credit
agreements, the Company and certain restricted subsidiaries engaged in
television broadcasting, pay television networks and programming
exports are required to maintain (a) certain financial coverage ratios
related to indebtedness and interest expense; and (b) certain
restrictive covenants on indebtedness, dividend payments, issuance and
sale of capital stock, and liens. The balance in 2006 and 2007 also
includes the Sky long-term loans discussed in paragraph (3) above
mentioned in the aggregate principal amount of Ps.3,500,000.(9)
    
    Sky is committed to pay a monthly fee of U.S.$1.7 million under a
capital lease agreement entered into with Intelsat Corporation
(formerly PanAmSat Corporation) in February 1999 for satellite signal
reception and retransmission service from 12 KU-band transponders on
satellite IS-9, which became operational in September 2000. The
service term for IS-9 will end at the earlier of (a) the end of
15 years or (b) the date IS-9 is taken out of service. The obligations
of Sky under the IS-9 agreement are proportionately guaranteed by the
Company and the other Sky equity owners in relation to their
respective ownership interests (see Notes 6 and 11). Maturities of Debt and Satellite Transponder Lease Obligation
  2008
    
    Ps.
    488,6502009
    
    
    1,167,3212010
    
    
    1,034,7052011
    
    
    787,4122012
    
    
    3,459,190Thereafter
    
    
    17,984,759Ps.
    24,922,037
  2008
    
    Ps.
    222,8132009
    
    
    222,8132010
    
    
    222,8132011
    
    
    222,8132012
    
    
    222,813Thereafter
    
    
    595,1741,709,239Less: amount representing interest
    
    
    576,409Ps.
    1,132,830
 9. Financial Instruments
   F- 20




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##### Table of Contents



2006
    
    
    2007Carrying Value
    
    
    Fair Value
    
    
    Carrying Value
    
    
    Fair ValueNon-derivative financial instruments:Assets:Available-for-sale investment in Univision (see Note 2)
    
    Ps.
    12,266,318
    
    
    Ps.
    12,266,318
    
    
    Ps.
    
    
    
    Ps.
    Held-to-maturity securities (see Note 5)
    
    
    1,185,767
    
    
    
    1,185,767
    
    
    
    2,525,204
    
    
    
    2,525,204Liabilities:Senior Notes due 2011, 2025 and 2032
    
    Ps.
    10,894,177
    
    
    Ps.
    12,117,806
    
    
    Ps.
    10,615,843
    
    
    Ps.
    11,654,879Senior Notes due 2037
    
    
    
    
    
    
    
    
    
    
    4,500,000
    
    
    
    4,280,581Other long-term debt securities
    
    
    126,108
    
    
    
    133,022
    
    
    
    122,886
    
    
    
    132,717UDI-denominated long-term securities
    
    
    1,017,093
    
    
    
    1,033,993
    
    
    
    
    
    
    
    Long-term notes payable to Mexican banks
    
    
    7,410,945
    
    
    
    7,598,921
    
    
    
    7,142,460
    
    
    
    7,403,793Syndicated loan facility
    
    
    
    
    
    
    
    
    
    
    2,457,495
    
    
    
    2,456,471Derivative financial instruments:Assets:Skys interest rate swaps(a)
    
    Ps.
    737
    
    
    Ps.
    737
    
    
    Ps.
    36,040
    
    
    Ps.
    36,040Skys foreign currency forwards(b)
    
    
    
    
    
    
    
    
    
    
    999
    
    
    
    999Interest rate cross currency swaps(c)
    
    
    
    
    
    
    
    
    
    
    19,397
    
    
    
    19,397Liabilities:Interest rate treasury lock(d)
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    77,595
    
    
    Ps.
    77,595Interest rate swaps(e)
    
    
    327,499
    
    
    
    327,499
    
    
    
    197,891
    
    
    
    197,891
 
 (a)
    
    In February 2004, Sky entered into coupon swap agreements to hedge a
portion of its U.S. dollar foreign exchange exposure related to its
Senior Notes due 2013. Under these transactions, Sky receives
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 makes
monthly payments calculated based on an aggregate notional amount of
approximately Ps.123,047 at an annual rate of 10.25%. These
transactions will terminate in September 2008. As of December 31, 2006
and 2007, Sky recorded the change in fair value of these transactions
in the integral cost of financing (foreign exchange loss).(b)
    
    As of December 31, 2007, Sky had foreign currency forward contracts to
cover a portion of its foreign currency cash flow requirements for an
aggregate amount of U.S.$15 million to exchange U.S. dollars and
Mexican pesos in 2008 at an average exchange rate of Ps.10.89 per
U.S.$1.00 dollar.(c)
    
    In December 2007, in connection with the issuance of its
U.S.$225 million long-term debt, Empresas Cablevisión entered into
cross currency swaps agreements to hedge interest rate risk and
foreign currency exchange risk on such long-term debt.(d)
    
    In the third quarter of 2007, the Company entered into interest rate
lock agreements to hedge the risk that the cost of a future issuance
of fixed-rate debt may be adversely affected by changes in interest
rates. Under these agreements, the Company agrees to pay or receive an
amount equal to the difference between the net present value of the
cash flows for a notional principal amount of indebtedness based on
the existing yield of a U.S. treasury bond at the date when the
agreements are established and at the date when the agreements are
settled.The notional amounts of the agreements are not exchanged. Interest
rate lock agreements are reflected at fair value in the Groups
consolidated balance sheet and the related gains or losses on these
agreements are recognized in income as integral cost of financing
(interest expense). At December 31, 2007, the Company had outstanding
interest rate lock agreements for an aggregate U.S.$150.0 million
notional principal amount of indebtedness.(e)
    
    In order to reduce the adverse effects of exchange rates on the Senior
Notes due 2011, 2025 and 2032, during 2004 and 2005, the Company
entered into interest rate swap agreements with various financial
institutions that allow the Company to hedge against Mexican peso
depreciation on interest payments for a period of five years. Under
these transactions, the Company receives semi-annual payments based on
the aggregate notional amount U.S.$890 million as of December 31, 2006
and 2007, at an average annual rate of 7.37%, and the Company makes
semi-annual payments based on an aggregate notional amount of
approximately Ps.9,897,573 as of December 31, 2006 and 2007, at an
average annual rate of 8.28%, without an exchange of the notional
amount upon which the payments are based. In the years ended
December 31, 2006 and 2007, the Company recorded a loss and (gain) of
Ps.91,550 and Ps.(1,440), respectively, in the integral cost of
financing (foreign exchange loss) derived of the change in fair value
of these transactions. In November 2005, the Group entered into option
contracts that allow the counterparty to extend the maturity of the
swap agreements for one additional year on the notional amount of
U.S.$890.0 million.  F- 21




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##### Table of Contents



10. Pension Plans, Seniority Premiums and Severance Indemnities
     2006
    
    
    2007Pension plans:Actuarial present value of benefit obligations:Vested benefit obligations
    
    Ps.
    318,167
    
    
    Ps.
    329,413Non-vested benefit obligations
    
    
    352,767
    
    
    
    374,373Accumulated benefit obligation
    
    
    670,934
    
    
    
    703,786Benefit attributable to projected salaries
    
    
    163,189
    
    
    
    168,381Projected benefit obligation
    
    
    834,123
    
    
    
    872,167Plan assets
    
    
    1,254,603
    
    
    
    1,153,205Plan assets in excess of projected benefit obligation
    
    
    420,480
    
    
    
    281,038Items to be amortized over a period from 5 to 18 years:Transition obligation
    
    
    120,534
    
    
    
    107,436Unrecognized prior service cost
    
    
    (13,851
    )
    
    
    (11,828
    )Unrecognized net gain
    
    
    (644,624
    )
    
    
    (435,665
    )(537,941
    )
    
    
    (340,057
    )Net projected liability
    
    
    (117,461
    )
    
    
    (59,019
    )Seniority premiums:Actuarial present value of benefit obligations:Vested benefit obligations
    
    
    145,616
    
    
    
    148,016Non-vested benefit obligations
    
    
    104,796
    
    
    
    95,142Accumulated benefit obligation
    
    
    250,412
    
    
    
    243,158Benefit attributable to projected salaries
    
    
    19,676
    
    
    
    18,783Projected benefit obligation
    
    
    270,088
    
    
    
    261,941Plan assets
    
    
    548,355
    
    
    
    475,525Plan assets in excess of projected benefit obligation
    
    
    278,267
    
    
    
    213,584Items to be amortized over a period from 5 to 8 years:Transition obligation
    
    
    105,790
    
    
    
    83,912Unrecognized prior service cost
    
    
    (115,726
    )
    
    
    (106,446
    )Unrecognized net gain
    
    
    (92,444
    )
    
    
    (7,569
    )(102,380
    )
    
    
    (30,103
    )
  F- 22




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##### Table of Contents



2006
    
    
    2007Net projected asset
    
    
    175,887
    
    
    
    183,481Severance indemnities:Actuarial present value of benefit obligations:Non-vested benefit obligations
    
    
    342,472
    
    
    
    386,180Accumulated benefit obligation
    
    
    342,472
    
    
    
    386,180Benefit attributable to projected salaries
    
    
    27,907
    
    
    
    27,521Projected benefit obligation
    
    
    370,379
    
    
    
    413,701Plan assets
    
    
    
    
    
    
    Projected benefit obligation in excess of plan assets
    
    
    (370,379
    )
    
    
    (413,701
    )Items to be amortized over a period from 5 to 6 years:Unrecognized net loss (gain)
    
    
    14,129
    
    
    
    (25,682
    )Net projected liability
    
    
    (356,250
    )
    
    
    (439,383
    )Total labor liabilities
    
    Ps.
    (297,824
    )
    
    Ps.
    (314,921
    )
  2005
    
    
    2006
    
    
    2007Service cost
    
    Ps.
    89,698
    
    
    Ps.
    96,435
    
    
    Ps.
    97,878Interest cost
    
    
    47,212
    
    
    
    52,896
    
    
    
    55,804Expected return on plan assets
    
    
    (60,251
    )
    
    
    (81,152
    )
    
    
    (168,141
    )Net amortization and deferral
    
    
    20,216
    
    
    
    8,421
    
    
    
    (9,280
    )Net cost (income)
    
    Ps.
    96,875
    
    
    Ps.
    76,600
    
    
    Ps.
    (23,739
    )
 11. Commitments and Contingencies
    Thousands ofU.S. Dollars2008
    
    U.S.$
    14,6652009
    
    
    11,0062010
    
    
    5,9382011
    
    
    4,7402012 and thereafter
    
    
    13,726U.S.$
    50,075
   F- 23




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##### Table of Contents



2008
    
    Ps.
    174,2502009
    
    
    148,2422010
    
    
    130,4532011
    
    
    75,1602012
    
    
    24,086Thereafter
    
    
    120,709Ps.
    672,900
 
     Univision
   F- 24




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##### Table of Contents



12. Capital Stock, Stock Purchase Plan and Long-term Retention Plan
 Capital Stock
    F- 25




---



##### Table of Contents



Authorized
    
    
    Repurchased
    
    
    Acquired by a
    
    
    Acquired by aand
    
    
    by the
    
    
    Companys
    
    
    CompanysIssued(1)
    
    
    Company(2)
    
    
    Trust(3)
    
    
    Subsidiary(4)
    
    
    OutstandingSeries A Shares
    
    
    121,709.7
    
    
    
    (1,254.1
    )
    
    
    (7,164.8
    )
    
    
    (1,177.6
    )
    
    
    112,113.2Series B Shares
    
    
    57,606.3
    
    
    
    (1,103.6
    )
    
    
    (3,806.7
    )
    
    
    (602.2
    )
    
    
    52,093.8Series D Shares
    
    
    87,896.5
    
    
    
    (1,755.7
    )
    
    
    (2,339.2
    )
    
    
    (925.0
    )
    
    
    82,876.6Series L Shares
    
    
    87,896.5
    
    
    
    (1,755.7
    )
    
    
    (2,339.2
    )
    
    
    (925.0
    )
    
    
    82,876.6Total shares
    
    
    355,109.0
    
    
    
    (5,869.1
    )
    
    
    (15,649.9
    )
    
    
    (3,629.8
    )
    
    
    329,960.2Shares in the form of CPOs
    
    
    293,824.8
    
    
    
    (5,869.1
    )
    
    
    (7,819.8
    )
    
    
    (3,092.2
    )
    
    
    277,043.7CPOs
    
    
    2,511.3
    
    
    
    (50.2
    )
    
    
    (66.8
    )
    
    
    (26.4
    )
    
    
    2,367.9
 
 (1)
    
    As of December 31, 2007, the authorized and issued capital stock amounted to Ps.10,267,570 (nominal Ps.2,427,353).(2)
    
    In 2005, 2006 and 2007, the Company repurchased 3,645.5 million, 6,714.1 million and 7,861.2 million shares in
the form of 31.2 million, 57.4 million and 67.2 million CPOs, respectively, in the amount of Ps.1,150,000,
Ps.2,692,926 and Ps.4,049,902, respectively, in connection with a share repurchase program that was approved by
the Companys stockholders and exercised at the discretion of management. In April 2006, the Companys
stockholders approved (i) the cancellation of 5,888.5 million shares of capital stock in the form of 50.3 million
CPOs, which were repurchased by the Company under this program in 2004, 2005 and 2006; and (ii) up to 15% of the
outstanding shares of the Companys common stock as the amount of shares that can be repurchased by the Company.
In April 2007, the Companys stockholders approved (i) the cancellation of 8,275.8 million shares of capital
stock in the form of 70.7 million CPOs, which were repurchased by the Company in 2006 and 2007.(3)
    
    In connection with the Companys Long-Term Retention Plan described below.(4)
    
    In connection with the Companys Stock Purchase Plan described below.     Stock Purchase Plan
   F- 26




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##### Table of Contents



Long-term Retention Plan
    Stock
    
    
    Long-termPurchase Plan
    
    
    Retention PlanArrangements:Year of grant
    
    
    2003
    
    
    
    2004
    
    
    
    2004
    
    
    
    2007Number of CPOs granted
    
    
    2,360
    
    
    
    32,918
    
    
    
    46,784
    
    
    
    5,971Contractual life
    
    3-5 years
    
    1-3 years
    
    4-6 years
    
    3-5 yearsAssumptions:Dividend yield
    
    
    3.00
    %
    
    
    3.00
    %
    
    
    3.00
    %
    
    
    3.00
    %Expected volatility(1)
    
    
    31.88
    %
    
    
    21.81
    %
    
    
    22.12
    %
    
    
    21.98
    %Risk-free interest rate
    
    
    9.35
    %
    
    
    6.52
    %
    
    
    8.99
    %
    
    
    7.54
    %Expected life of awards (in years)
    
    4.01 years
    
    2.62 years
    
    4.68 years
    
    3.68 years
 
 (1)
    
    Volatility was determined by reference to historically observed prices
of the Groups CPO.  2006
    
    
    2007Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    AverageCPOs
    
    
    Exercise Price
    
    
    CPOs
    
    
    Exercise PriceStock Purchase Plan:Outstanding at beginning of year
    
    
    48,182
    
    
    
    14.99
    
    
    
    18,416
    
    
    
    16.30Granted
    
    
    
    
    
    
    
    
    
    
    40
    
    
    
    10.30Exercised
    
    
    (29,050
    )
    
    
    12.39
    
    
    
    (5,074
    )
    
    
    15.85Forfeited
    
    
    (716
    )
    
    
    13.07
    
    
    
    (66
    )
    
    
    10.30Outstanding at beginning of year
    
    
    18,416
    
    
    
    16.30
    
    
    
    13,316
    
    
    
    15.74Exercisable at end of year
    
    
    8,492
    
    
    
    15.80
    
    
    
    11,236
    
    
    
    16.24Long-Term Retention Plan:Outstanding at beginning of year
    
    
    46,784
    
    
    
    12.10
    
    
    
    47,390
    
    
    
    11.75Granted
    
    
    1,340
    
    
    
    11.75
    
    
    
    5,971
    
    
    
    56.93Exercised
    
    
    
    
    
    
    
    
    
    
    (4,851
    )
    
    
    11.73Forfeited
    
    
    (734
    )
    
    
    11.75
    
    
    
    (856
    )
    
    
    10.30Outstanding at beginning of year
    
    
    47,390
    
    
    
    11.75
    
    
    
    47,654
    
    
    
    14.00Exercisable at end of year
    
    
    9,675
    
    
    
    11.75
    
    
    
    4,824
    
    
    
    10.30
  F- 27




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##### Table of Contents



13. Retained Earnings
         F- 28




---



##### Table of Contents



14. Comprehensive Income (Loss)
  2005
    
    
    2006
    
    
    2007Net income
    
    Ps.
    6,613,414
    
    
    Ps.
    8,908,943
    
    
    Ps.
    8,082,463Other comprehensive (loss) income, net:Foreign currency translation adjustments, net(1)
    
    
    (192,360
    )
    
    
    595,682
    
    
    
    204,174Result from holding non-monetary assets, net(2)
    
    
    (573,669
    )
    
    
    (67,302
    )
    
    
    23,491Result from available for-sale investments, net(3)
    
    
    
    
    
    
    (565,862
    )
    
    
    565,862(Loss) gain on equity accounts of investees, net(4)
    
    
    (204,485
    )
    
    
    57,930
    
    
    
    5,382Total other comprehensive (loss) income, net
    
    
    (970,514
    )
    
    
    20,448
    
    
    
    798,909Comprehensive income
    
    Ps.
    5,642,900
    
    
    Ps.
    8,929,391
    
    
    Ps.
    8,881,372
 
 (1)
    
    The amounts for 2005 and 2006 include the foreign exchange gain (loss)
of, Ps.450,057 and Ps.(594,267), respectively, which relate to the
hedge of the Groups net investment in Univision as a foreign entity
investment through June 30, 2006 (see Notes 1(c) and 18).(2)
    
    Represents the difference between specific costs (net replacement cost
or Specific Index) of non-monetary assets and the restatement of such
assets using the NCPI, net of deferred tax (provision) benefit of
Ps.229,603, Ps.31,439 and Ps.(7,523) for the years ended December 31,
2005, 2006 and 2007, respectively.(3)
    
    The amount for 2006 includes a foreign exchange loss of Ps.(617,148);
a foreign exchange gain of Ps.559,845, which relates to the hedge of
the Groups investment in Univision as an available-for-sale
investment beginning in July 2006; a loss on monetary position of
Ps.(433,492); and a fair value loss effect of Ps.(75,067). In 2007,
the net amount of Ps.565,862 was applied to consolidated income as
other expense, net (see Note 18).(4)
    
    Represents the gains or losses on the dilution of investments in
equity investees, as well as other comprehensive income recognized by
equity investees.  F- 29




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##### Table of Contents



Gain
    
    
    
    
    
    
    Result from
    
    
    Cumulative
    
    
    Cumulative
    
    
    Cumulative(Loss) on
    
    
    
    
    
    
    Available-
    
    
    Result from
    
    
    Result from
    
    
    Effect of
    
    
    AccumulatedEquity
    
    
    Accumulated
    
    
    For-Sale
    
    
    Holding Non-
    
    
    Foreign
    
    
    Deferred
    
    
    OtherAccounts of
    
    
    Monetary
    
    
    Financial
    
    
    Monetary
    
    
    Currency
    
    
    Income
    
    
    ComprehensiveInvestees
    
    
    Result
    
    
    Assets
    
    
    Assets
    
    
    Translation
    
    
    Taxes
    
    
    LossBalance at January 1, 2005
    
    Ps.
    4,377,223
    
    
    Ps.
    (35,186
    )
    
    Ps.
    
    
    
    Ps.
    (2,019,836
    )
    
    Ps.
    (1,956,075
    )
    
    Ps.
    (3,224,437
    )
    
    Ps.
    (2,858,311
    )Current year change
    
    
    (204,485
    )
    
    
    
    
    
    
    
    
    
    
    (573,669
    )
    
    
    (192,360
    )
    
    
    
    
    
    
    (970,514
    )Balance at December 31, 2005
    
    
    4,172,738
    
    
    
    (35,186
    )
    
    
    
    
    
    
    (2,593,505
    )
    
    
    (2,148,435
    )
    
    
    (3,224,437
    )
    
    
    (3,828,825
    )Current year change
    
    
    57,930
    
    
    
    
    
    
    
    (565,862
    )
    
    
    (67,302
    )
    
    
    595,682
    
    
    
    
    
    
    
    20,448Balance at December 31, 2006
    
    
    4,230,668
    
    
    
    (35,186
    )
    
    
    (565,862
    )
    
    
    (2,660,807
    )
    
    
    (1,552,753
    )
    
    
    (3,224,437
    )
    
    
    (3,808,377
    )Current year change
    
    
    5,382
    
    
    
    
    
    
    
    565,862
    
    
    
    23,491
    
    
    
    204,174
    
    
    
    
    
    
    
    798,909Balance at December 31, 2007
    
    Ps.
    4,236,050
    
    
    Ps.
    (35,186
    )
    
    Ps.
    
    
    
    Ps.
    (2,637,316
    )
    
    Ps.
    (1,348,579
    )
    
    Ps.
    (3,224,437
    )
    
    Ps.
    (3,009,468
    )
  15. Minority Interest
  2006
    
    
    2007Capital stock(1)
    
    Ps.
    3,964,514
    
    
    Ps.
    1,398,744(Accumulated losses) retained earnings(1)
    
    
    (2,526,961
    )
    
    
    1,665,069Cumulative result from holding non-monetary assets
    
    
    (345,034
    )
    
    
    (389,720
    )Accumulated monetary result
    
    
    (521
    )
    
    
    (161
    )Cumulative effect of deferred income taxes
    
    
    (59,750
    )
    
    
    1,328Net income for the year
    
    
    610,353
    
    
    
    935,927Ps.
    1,642,601
    
    
    Ps.
    3,611,187
 
 (1)
    
    During 2007 Sky capitalized accumulated losses. 16. Transactions with Related Parties
  2005
    
    
    2006
    
    
    2007Revenues:Royalties (Univision)(a)
    
    Ps.
    1,195,360
    
    
    Ps.
    1,466,561
    
    
    Ps.
    Soccer transmission rights (Univision)
    
    
    98,947
    
    
    
    99,673
    
    
    
    Programming production and transmission rights(b)
    
    
    100,625
    
    
    
    36,460
    
    
    
    98,836Administrative services(c)
    
    
    79,611
    
    
    
    55,602
    
    
    
    65,586Interest income
    
    
    1,344
    
    
    
    17,145
    
    
    
    Advertising(d)
    
    
    34,976
    
    
    
    90,938
    
    
    
    80,122Ps.
    1,510,863
    
    
    Ps.
    1,766,379
    
    
    Ps.
    244,544Costs:Donations
    
    Ps.
    114,627
    
    
    Ps.
    105,901
    
    
    Ps.
    98,029Administrative services(c)
    
    
    28,727
    
    
    
    11,633
    
    
    
    30,101Other
    
    
    251,885
    
    
    
    79,834
    
    
    
    263,714Ps.
    395,239
    
    
    Ps.
    197,368
    
    
    Ps.
    391,844
 
 (a)
    
    The Group receives royalties from Univision for programming provided pursuant to a program
license agreement that expires in December 2017. Royalties are determined based upon a
percentage of combined net sales of Univision, which was 9% plus an incremental percentage
of up to 3% over additional sales. Univision was no longer considered a related party
during 2007 (see Note 2).(b)
    
    Services rendered to Endemol and other affiliates in 2005, 2006 and 2007.(c)
    
    The Group receives revenue from and is charged by affiliates for various services, such as
equipment rental, security and other services, at rates which are negotiated. The Group
provides management services to affiliates, which reimburse the Group for the incurred
payroll and related expenses.(d)
    
    Advertising services rendered to OCEN in 2005, 2006 and 2007, and Volaris in 2006 and 2007.  F- 30




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##### Table of Contents



2006
    
    
    2007Receivables:Grupo TV Promo, S.A. de C.V.
    
    Ps.
    
    
    
    Ps.
    103,500Univision (see Note 2)
    
    
    108,122
    
    
    
    Editorial Clío, Libros y Videos, S.A. de C.V.
    
    
    7,182
    
    
    
    9,241Volaris (see Note 2)
    
    
    34,374
    
    
    
    10,859OCEN (see Note 5)
    
    
    2,027
    
    
    
    28,666Other
    
    
    40,056
    
    
    
    42,757Ps.
    191,761
    
    
    Ps.
    195,023Payables:TechCo (see Note 2)
    
    Ps.
    (4,229
    )
    
    Ps.
    (71,159
    )News Corp. (see Note 2)
    
    
    (24,397
    )
    
    
    (50,303
    )Other
    
    
    (10,940
    )
    
    
    (5,729
    )Ps.
    (39,566
    )
    
    Ps.
    (127,191
    )
  F- 31




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##### Table of Contents



17. Other Expense, Net
  2005
    
    
    2006
    
    
    2007Loss (gain) on disposition of investments, net (see Note 2)
    
    Ps.
    172,896
    
    
    Ps.
    
    
    
    Ps.
    669,473Donations (see Note 16)
    
    
    129,609
    
    
    
    135,001
    
    
    
    150,224Financial advisory and professional services(1)
    
    
    78,252
    
    
    
    102,876
    
    
    
    191,495Employees profit sharing(2)
    
    
    21,493
    
    
    
    31,649
    
    
    
    20,821Loss on disposition of fixed assets
    
    
    119,938
    
    
    
    
    
    
    
    37,989Restructuring severance costs
    
    
    44,645
    
    
    
    46,984
    
    
    
    27,736Impairment adjustments(3)
    
    
    
    
    
    
    93,464
    
    
    
    493,693Expenses of debt placement(4)
    
    
    195,536
    
    
    
    496,999
    
    
    
    Termination fee income for the cancellation of a call option (see Note 2)
    
    
    
    
    
    
    
    
    
    
    (462,083
    )Other expense (income), net(5)
    
    
    8,530
    
    
    
    (18,903
    )
    
    
    (175,996
    )Ps.
    770,899
    
    
    Ps.
    888,070
    
    
    Ps.
    953,352
 
 (1)
    
    Includes financial advisory services in connection with contemplated
dispositions and strategic planning projects and professional services
in connection with certain litigation and other matters (see Notes 2,
12 and 16).(2)
    
    The Mexican companies in the Group are required by law to pay
employees, in addition to their agreed compensation and benefits,
employees profit sharing at the statutory rate of 10% based on their
respective taxable incomes (calculated without reference to inflation
adjustments and tax loss carryforwards).(3)
    
    During 2006 and 2007, the Group tested for impairment the carrying
value of certain trademarks of its Publishing segment, and goodwill of
certain business of its Television Broadcasting segment, respectively.
As a result of such testing, an impairment adjustment was made to
trademarks in 2006, and goodwill in 2007, of Ps.93,464 and Ps.493,693,
respectively.(4)
    
    In 2005, these expenses were related to Senior Notes due 2011 and
Notes denominated in Mexican UDIs due 2007, and in 2006, these
expenses were related to Senior Notes due 2013 (see Note 8).(5)
    
    In 2007, includes primarily a cancellation of a provision for certain
contingencies in connection with the acquisition of exclusivity rights
of certain soccer players from foreign entities (see Note 11). 18. Integral Cost of Financing
  2005
    
    
    2006
    
    
    2007Interest expense(1)
    
    Ps.
    2,304,503
    
    
    Ps.
    2,010,425
    
    
    Ps.
    2,176,998Interest income
    
    
    (1,006,364
    )
    
    
    (1,135,400
    )
    
    
    (1,844,653
    )Foreign exchange loss (gain), net(2)
    
    
    785,493
    
    
    
    197,678
    
    
    
    (215,897
    )(Gain) loss from monetary position(3)
    
    
    (159,671
    )
    
    
    68,325
    
    
    
    293,766Ps.
    1,923,961
    
    
    Ps.
    1,141,028
    
    
    Ps.
    410,214
 
 (1)
    
    Interest expense in 2005, 2006 and 2007, includes Ps.41,109, Ps.41,341
and Ps.13,034, respectively, derived from the UDI index restatement of
Companys UDI-denominated debt securities and a net gain from related
derivative contracts of Ps.6,803, in 2005, (see Notes 8 and 9).  F- 32




---



##### Table of Contents



(2)
    
    Includes in 2005, 2006 and 2007 a net loss (gain) from foreign
currency derivative contracts of Ps.768,987, Ps.59,916 and
Ps.(39,087), respectively. A foreign exchange (gain) loss in 2005,
2006 and 2007 of Ps.(450,057), Ps.34,422, and Ps.211,520,
respectively, related to the hedge of the Groups net investment in
Univision, was recognized in 2005 and 2006 in consolidated
stockholders equity as other comprehensive income or loss, and in
2007 in consolidated income as other expense, net (see Notes 1(c) and
14).(3)
    
    The gain or loss from monetary position represents 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 2005, 2006 and 2007
of Ps.143,831, Ps.111,652 and Ps.135,548, respectively, arising from
temporary differences of non-monetary items in calculating deferred
income tax (see Note 19). 19. Income Taxes
    2005
    
    
    2006
    
    
    2007Income tax and asset tax, current
    
    Ps.
    1,661,596
    
    
    Ps.
    799,833
    
    
    Ps.
    3,707,763Income tax and asset tax, deferred
    
    
    (850,520
    )
    
    
    1,292,645
    
    
    
    (358,122
    )Ps.
    811,076
    
    
    Ps.
    2,092,478
    
    
    Ps.
    3,349,641
  %
    
    
    %
    
    
    %2005
    
    
    2006
    
    
    2007Tax at the statutory rate on income before provisions
    
    
    30
    
    
    
    29
    
    
    
    28Differences in inflation adjustments for tax and book purposes
    
    
    1
    
    
    
    
    
    
    
    2Hedge
    
    
    1
    
    
    
    
    
    
    
    Special tax consolidation items
    
    
    (2
    )
    
    
    
    
    
    
    Unconsolidated income tax
    
    
    
    
    
    
    
    
    
    
    1Minority interest
    
    
    (2
    )
    
    
    
    
    
    
    (4
    )Excess in tax provision of prior years
    
    
    (1
    )
    
    
    
    
    
    
    Changes in valuation allowances:Asset tax
    
    
    
    
    
    
    3
    
    
    
    3Tax loss carryforwards
    
    
    (1
    )
    
    
    3
    
    
    
    Foreign operations
    
    
    (5
    )
    
    
    (2
    )
    
    
    (5
    )Equity in losses (earnings) of affiliates, net
    
    
    
    
    
    
    1
    
    
    
    2Use of tax losses(a)
    
    
    (12
    )
    
    
    (16
    )
    
    
    Provision for income tax and the asset tax
    
    
    9
    
    
    
    18
    
    
    
    27
 
 (a)
    
    In 2005, this amount represents the effect of the use of tax losses in
connection with the acquisition of Comtelvi (see Note 2). In 2006,
this amount represents the effect of the use of tax deductions related
to certain transactions made by the Group in connection with a
corporate reorganization.  F- 33




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##### Table of Contents



Amount
    
    
    ExpirationOperating tax loss carryforwards:Unconsolidated:Mexican subsidiaries(1)
    
    Ps.
    2,899,932
    
    
    From 2008 to 2017Non-Mexican subsidiaries(2)
    
    
    1,707,733
    
    
    From 2008 to 20284,607,665Capital tax loss carryforwards:Unconsolidated Mexican subsidiaries(3)
    
    
    112,743
    
    
    From 2008 to 2010Ps.
    4,720,408
 
 (1)
    
    During 2005, 2006 and 2007, certain Mexican subsidiaries utilized unconsolidated operating tax loss
carryforwards of Ps.483,304, Ps.3,279,827 and Ps.3,438,922, respectively. In 2005, 2006 and 2007, the
carryforward amount includes the operating tax loss carryforwards related to the minority interest of Sky.(2)
    
    Approximately for the equivalent of U.S.$156.4 million related to losses from subsidiaries in Europe,
South America and the United States.(3)
    
    These carryforwards can only be used in connection with capital gains to be generated by such subsidiaries.   2006
    
    
    2007Assets:Accrued liabilities
    
    Ps.
    672,091
    
    
    Ps.
    700,449Goodwill
    
    
    807,453
    
    
    
    945,687Tax loss carryforwards
    
    
    1,345,198
    
    
    
    843,549Allowance for doubtful accounts
    
    
    285,310
    
    
    
    286,933Customer advances
    
    
    1,238,883
    
    
    
    901,333Other items
    
    
    171,371
    
    
    
    148,517Liabilities:Inventories
    
    
    (641,907
    )
    
    
    (401,788
    )Property, plant and equipment, net
    
    
    (1,112,795
    )
    
    
    (961,509
    )Prepaid expenses
    
    
    (1,293,728
    )
    
    
    (1,403,224
    )Sky
    
    
    (923,767
    )
    
    
    (525,164
    )Deferred income taxes of Mexican companies
    
    
    548,109
    
    
    
    534,783Deferred income taxes of foreign subsidiaries
    
    
    (119,690
    )
    
    
    547,532Asset tax
    
    
    1,455,384
    
    
    
    1,477,037Valuation allowances(a)
    
    
    (3,428,544
    )
    
    
    (3,832,186
    )Deferred income tax liability, net
    
    Ps.
    (1,544,741
    )
    
    Ps.
    (1,272,834
    )
 
 (a)
    
    Reflects valuation allowances of foreign subsidiaries of Ps.357,753
and Ps.565,912 at December 31, 2006 and 2007, respectively.  Tax LossCarryforwards
    
    
    Asset Tax
    
    
    Goodwill
    
    
    TotalBalance at beginning of year
    
    Ps.
    (1,467,715
    )
    
    Ps.
    (1,153,376
    )
    
    Ps.
    (807,453
    )
    
    Ps.
    (3,428,544
    )Increases
    
    
    
    
    
    
    (323,661
    )
    
    
    (138,234
    )
    
    
    (461,895
    )Decreases
    
    
    58,253
    
    
    
    
    
    
    
    
    
    
    
    58,253Balance at end of year
    
    Ps.
    (1,409,462
    )
    
    Ps.
    (1,477,037
    )
    
    Ps.
    (945,687
    )
    
    Ps.
    (3,832,186
    )
  F- 34




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##### Table of Contents



Charge to the gain from monetary position(1)
    
    Ps.
    79,582Credit to the stockholders equity
    
    
    (890
    )Charge to the result from holding non-monetary assets
    
    
    7,523Credit to the provision for deferred income tax
    
    
    (358,122
    )Ps.
    (271,907
    )
 
 (1)
    
    Net of Ps.135,548, representing the effect on restatement of the
non-monetary items included in the deferred tax calculation.  20. Earnings per CPO/Share
  2005
    
    
    2006
    
    
    2007Total Shares
    
    
    341,158,189
    
    
    
    339,776,222
    
    
    
    333,652,535CPOs
    
    
    2,463,608
    
    
    
    2,451,792
    
    
    
    2,399,453Shares not in the form of CPO units:Series A Shares
    
    
    52,915,759
    
    
    
    52,915,849
    
    
    
    52,915,849Series B Shares
    
    
    108
    
    
    
    187
    
    
    
    187Series D Shares
    
    
    113
    
    
    
    239
    
    
    
    239Series L Shares
    
    
    113
    
    
    
    239
    
    
    
    239
  2005
    
    
    2006
    
    
    2007Per 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.
    2.46
    
    
    
    Ps.
    0.02
    
    
    
    Ps.
    3.07
    
    
    
    Ps.
    0.03
    
    
    
    Ps.
    2.84
    
    
    
    Ps.
    0.02Cumulative loss of accounting change
    
    
    (0.19
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Majority interest net income
    
    Ps.
    2.27
    
    
    
    Ps.
    0.02
    
    
    
    Ps.
    3.07
    
    
    
    Ps.
    0.03
    
    
    
    Ps.
    2.84
    
    
    
    Ps.
    0.02
 21. Foreign Currency Position
  ForeignCurrency
    
    
    Year-End
    
    
    MexicanAmounts
    
    
    Exchange Rate
    
    
    Pesos(Thousands)Assets:U.S. dollars
    
    
    2,110,165
    
    
    Ps.
    10.9222
    
    
    Ps.
    23,047,644Euros
    
    
    93,731
    
    
    
    15.9339
    
    
    
    1,493,499Argentinean pesos
    
    
    73,230
    
    
    
    3.4684
    
    
    
    253,990Chilean pesos
    
    
    8,849,926
    
    
    
    0.0219
    
    
    
    193,813Colombian pesos
    
    
    18,060,219
    
    
    
    0.0054
    
    
    
    97,525Other currencies
    
    
    
    
    
    
    
    
    
    
    127,209Liabilities:U.S. dollars
    
    
    1,758,217
    
    
    Ps.
    10.9222
    
    
    Ps.
    19,203,597Euros
    
    
    8,367
    
    
    
    15.9339
    
    
    
    133,321Argentinean pesos
    
    
    54,438
    
    
    
    3.4684
    
    
    
    188,814Chilean pesos
    
    
    11,711,578
    
    
    
    0.0219
    
    
    
    256,484Colombian pesos
    
    
    22,999,781
    
    
    
    0.0054
    
    
    
    124,199Other currencies
    
    
    
    
    
    
    
    
    
    
    47,210
  F- 35




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##### Table of Contents



ForeignCurrency
    
    
    Year-End
    
    
    MexicanAmounts
    
    
    Exchange Rate
    
    
    Pesos(1)(Thousands)Property, plant and equipment:U.S. dollars
    
    
    346,300
    
    
    Ps.
    10.9222
    
    
    Ps.
    3,782,358Japanese yen
    
    
    3,232,850
    
    
    
    0.0977
    
    
    
    315,849Euros
    
    
    16,726
    
    
    
    15.9339
    
    
    
    266,510Other currencies
    
    
    
    
    
    
    
    
    
    
    387,212Transmission rights and programming:U.S. dollars
    
    
    481,416
    
    
    Ps.
    10.9222
    
    
    Ps.
    5,258,122
 
 (1)
    
    Amounts translated at the year-end exchange rates for reference
purposes only; does not indicate the actual amounts accounted for in
the financial statements.  U.S. DollarEquivalent of otherForeign Currency
    
    
    Total
    
    
    MexicanU.S. Dollar
    
    
    Transactions
    
    
    U.S. Dollar
    
    
    Pesos(1)(Thousands)
    
    
    (Thousands)
    
    
    (Thousands)Income:Revenues
    
    $
    488,760
    
    
    $
    81,529
    
    
    $
    570,289
    
    
    Ps.
    6,228,811Other income
    
    
    15,632
    
    
    
    47,473
    
    
    
    63,105
    
    
    
    689,245Interest income
    
    
    84,380
    
    
    
    4,655
    
    
    
    89,035
    
    
    
    972,458$
    588,772
    
    
    $
    133,657
    
    
    $
    722,429
    
    
    Ps.
    7,890,514Purchases, costs and expenses:Purchases of inventories
    
    $
    178,048
    
    
    $
    13,695
    
    
    $
    191,743
    
    
    Ps.
    2,094,255Purchases of property and equipment
    
    
    76,348
    
    
    
    18,063
    
    
    
    94,411
    
    
    
    1,031,176Investments
    
    
    409,466
    
    
    
    96,168
    
    
    
    505,634
    
    
    
    5,522,636Costs and expenses
    
    
    453,656
    
    
    
    67,806
    
    
    
    521,462
    
    
    
    5,695,512Interest expense
    
    
    88,689
    
    
    
    286
    
    
    
    88,975
    
    
    
    971,803$
    1,206,207
    
    
    $
    196,018
    
    
    $
    1,402,225
    
    
    Ps.
    15,315,382
 
 (1)
    
    Income statement amounts translated at the year-end exchange rate of
Ps.10.9222 for reference purposes only; does not indicate the actual
amounts accounted for in the financial statements (see Note 1(c)).    F- 36




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##### Table of Contents



22. Segment Information
   Television Broadcasting
  Pay Television Networks
  Programming Exports
  Publishing
  Publishing Distribution
  Sky
  Cable and Telecom
   F- 37




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##### Table of Contents



Other Businesses
   Intersegment
    
    
    Consolidated
    
    
    SegmentTotal Revenues
    
    
    Revenues
    
    
    Revenues
    
    
    Profit (Loss)2005:Television Broadcasting
    
    Ps.
    20,049,877
    
    
    Ps.
    592,102
    
    
    Ps.
    19,457,775
    
    
    Ps.
    9,557,689Pay Television Networks
    
    
    1,199,676
    
    
    
    316,382
    
    
    
    883,294
    
    
    
    559,336Programming Exports
    
    
    2,025,325
    
    
    
    
    
    
    
    2,025,325
    
    
    
    721,939Publishing
    
    
    2,705,051
    
    
    
    41,642
    
    
    
    2,663,409
    
    
    
    518,302Publishing Distribution
    
    
    434,226
    
    
    
    11,038
    
    
    
    423,188
    
    
    
    7,127Sky
    
    
    6,463,328
    
    
    
    34,490
    
    
    
    6,428,838
    
    
    
    2,717,250Cable and Telecom
    
    
    1,517,058
    
    
    
    3,114
    
    
    
    1,513,944
    
    
    
    528,551Other Businesses
    
    
    1,801,866
    
    
    
    129,626
    
    
    
    1,672,240
    
    
    
    (138,379
    )Segment totals
    
    
    36,196,407
    
    
    
    1,128,394
    
    
    
    35,068,013
    
    
    
    14,471,815Reconciliation to consolidated amounts:Eliminations and corporate expenses
    
    
    (1,128,394
    )
    
    
    (1,128,394
    )
    
    
    
    
    
    
    (197,004
    )Depreciation and amortization expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,611,629
    )Consolidated total
    
    Ps.
    35,068,013
    
    
    Ps.
    
    
    
    Ps.
    35,068,013
    
    
    Ps.
    11,663,182
    (1)2006:Television Broadcasting
    
    Ps.
    21,760,426
    
    
    Ps.
    579,576
    
    
    Ps.
    21,180,850
    
    
    Ps.
    10,996,343Pay Television Networks
    
    
    1,379,003
    
    
    
    289,526
    
    
    
    1,089,477
    
    
    
    707,897Programming Exports
    
    
    2,190,272
    
    
    
    
    
    
    
    2,190,272
    
    
    
    901,965Publishing
    
    
    2,993,912
    
    
    
    19,711
    
    
    
    2,974,201
    
    
    
    576,677Publishing Distribution
    
    
    449,830
    
    
    
    11,881
    
    
    
    437,949
    
    
    
    18,676Sky
    
    
    7,732,878
    
    
    
    93,825
    
    
    
    7,639,053
    
    
    
    3,689,128Cable and Telecom
    
    
    2,059,350
    
    
    
    5,040
    
    
    
    2,054,310
    
    
    
    847,527Other Businesses
    
    
    1,922,296
    
    
    
    130,709
    
    
    
    1,791,587
    
    
    
    (224,898
    )Segment totals
    
    
    40,487,967
    
    
    
    1,130,268
    
    
    
    39,357,699
    
    
    
    17,513,315Reconciliation to consolidated amounts:Eliminations and corporate expenses
    
    
    (1,130,268
    )
    
    
    (1,130,268
    )
    
    
    
    
    
    
    (467,828
    )Depreciation and amortization expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,779,772
    )Consolidated total
    
    Ps.
    39,357,699
    
    
    Ps.
    
    
    
    Ps.
    39,357,699
    
    
    Ps.
    14,265,715
    (1)2007:Television Broadcasting
    
    Ps.
    21,213,175
    
    
    Ps.
    456,133
    
    
    Ps.
    20,757,042
    
    
    Ps.
    10,518,063Pay Television Networks
    
    
    1,851,969
    
    
    
    487,718
    
    
    
    1,364,251
    
    
    
    1,150,226Programming Exports
    
    
    2,262,137
    
    
    
    620
    
    
    
    2,261,517
    
    
    
    1,032,022Publishing
    
    
    3,311,867
    
    
    
    16,918
    
    
    
    3,294,949
    
    
    
    624,360Publishing Distribution
    
    
    479,223
    
    
    
    13,104
    
    
    
    466,119
    
    
    
    28,540Sky
    
    
    8,402,151
    
    
    
    80,124
    
    
    
    8,322,027
    
    
    
    4,037,860Cable and Telecom
    
    
    2,611,613
    
    
    
    3,063
    
    
    
    2,608,550
    
    
    
    947,178Other Businesses
    
    
    2,560,444
    
    
    
    73,373
    
    
    
    2,487,071
    
    
    
    (265,939
    )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)
 
 (1)
    
    Consolidated totals represent consolidated operating income.  F- 38




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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
    
    
    Equipment2005:Continuing operations:Television operations(1)
    
    Ps.
    50,112,094
    
    
    Ps.
    24,107,651
    
    
    Ps.
    944,879Publishing
    
    
    2,228,025
    
    
    
    374,842
    
    
    
    11,419Publishing Distribution
    
    
    988,561
    
    
    
    459,139
    
    
    
    6,251Sky
    
    
    4,916,283
    
    
    
    6,452,931
    
    
    
    1,281,951Cable and Telecom
    
    
    2,519,036
    
    
    
    506,766
    
    
    
    600,991Other Businesses
    
    
    4,432,975
    
    
    
    557,889
    
    
    
    110,681Total
    
    Ps.
    65,196,974
    
    
    Ps.
    32,459,218
    
    
    Ps.
    2,956,1722006:Continuing operations:Television operations(1)
    
    Ps.
    60,019,459
    
    
    Ps.
    24,294,817
    
    
    Ps.
    1,150,077Publishing
    
    
    2,185,263
    
    
    
    365,010
    
    
    
    36,507Publishing Distribution
    
    
    1,002,951
    
    
    
    473,718
    
    
    
    16,564Sky
    
    
    6,445,978
    
    
    
    5,619,942
    
    
    
    1,038,535Cable and Telecom
    
    
    3,050,590
    
    
    
    763,844
    
    
    
    860,518Other Businesses
    
    
    5,254,961
    
    
    
    963,293
    
    
    
    326,331Total
    
    Ps.
    77,959,202
    
    
    Ps.
    32,480,624
    
    
    Ps.
    3,428,5322007:Continuing operations:Television operations(1)
    
    Ps.
    60,211,587
    
    
    Ps.
    26,298,566
    
    
    Ps.
    1,149,261Publishing
    
    
    3,012,529
    
    
    
    673,078
    
    
    
    156,341Publishing Distribution
    
    
    1,183,543
    
    
    
    605,032
    
    
    
    65,568Sky
    
    
    8,893,874
    
    
    
    6,178,789
    
    
    
    1,338,938Cable and Telecom
    
    
    7,806,023
    
    
    
    4,706,581
    
    
    
    851,379Other Businesses
    
    
    5,502,059
    
    
    
    832,827
    
    
    
    353,952Total
    
    Ps.
    86,609,615
    
    
    Ps.
    39,294,873
    
    
    Ps.
    3,915,439
 
 (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- 39




---



##### Table of Contents



2006
    
    
    2007Segment assets
    
    Ps.
    77,959,202
    
    
    Ps.
    86,609,615Investments attributable to:Television operations(1)
    
    
    1,737,448
    
    
    
    3,781,767Cable and Telecom
    
    
    2,992,310
    
    
    
    3,583,173Other segments
    
    
    1,252,119
    
    
    
    772,648Goodwill net attributable to:Television operations
    
    
    1,403,488
    
    
    
    909,792Publishing
    
    
    24,579
    
    
    
    690,144Cable and Telecom
    
    
    
    
    
    
    1,780,024Other Businesses
    
    
    817,006
    
    
    
    576,313Total assets
    
    Ps.
    86,186,152
    
    
    Ps.
    98,703,476
 
 (1)
    
    Includes goodwill attributable to equity investments of Ps.41,105 and
Ps.22,004 in 2006 and 2007, respectively.   2006
    
    
    2007Segment liabilities
    
    Ps.
    32,480,624
    
    
    Ps.
    39,294,873Notes payable and long-term debt not attributable to segments
    
    
    15,690,651
    
    
    
    18,758,303Total liabilities
    
    Ps.
    48,171,275
    
    
    Ps.
    58,053,176
  Additions toTotal
    
    
    Segment Assets
    
    
    Property, PlantNet Sales
    
    
    at Year-End
    
    
    and Equipment2005:Mexico
    
    Ps.
    31,004,846
    
    
    Ps.
    58,287,493
    
    
    Ps.
    2,924,115Other countries
    
    
    4,063,167
    
    
    
    6,909,481
    
    
    
    32,057Ps.
    35,068,013
    
    
    Ps.
    65,196,974
    
    
    Ps.
    2,956,1722006:Mexico
    
    Ps.
    34,793,376
    
    
    Ps.
    72,199,969
    
    
    Ps.
    3,391,671Other countries
    
    
    4,564,323
    
    
    
    5,759,233
    
    
    
    36,861Ps.
    39,357,699
    
    
    Ps.
    77,959,202
    
    
    Ps.
    3,428,5322007:Mexico
    
    Ps.
    36,532,710
    
    
    Ps.
    71,194,036
    
    
    Ps.
    3,779,583Other countries
    
    
    5,028,816
    
    
    
    15,415,579
    
    
    
    135,856Ps.
    41,561,526
    
    
    Ps.
    86,609,615
    
    
    Ps.
    3,915,439
  23. Differences between Mexican FRS and U.S. GAAP
   F- 40




---



##### Table of Contents



Reconciliation of Net Income
 2005
    
    
    2006
    
    
    2007Majority interest net income as reported under Mexican FRS
    
    Ps.
    6,613,414
    
    
    Ps.
    8,908,943
    
    
    Ps.
    8,082,463U.S. GAAP adjustments:(a) Capitalization of financing costs, net of depreciation
    
    
    10,139
    
    
    
    68,758
    
    
    
    92,713(b) Deferred costs, net of amortization
    
    
    (4,032
    )
    
    
    19,149
    
    
    
    97,672(c) Deferred debt refinancing costs, net of amortization
    
    
    (604,648
    )
    
    
    31,396
    
    
    
    31,420(d) Equipment inflation restatement, net of depreciation
    
    
    (518,917
    )
    
    
    (121,055
    )
    
    
    (43,042
    )(e) Purchase accounting adjustments:Amortization of network affiliation agreements
    
    
    (7,159
    )
    
    
    (7,159
    )
    
    
    (7,159
    )Depreciation of fixed assets
    
    
    (12,118
    )
    
    
    (12,118
    )
    
    
    (12,118
    )Amortization of other assets
    
    
    (5,034
    )
    
    
    (5,003
    )
    
    
    (5,006
    )Amortization of subscribers list
    
    
    
    
    
    
    (104,179
    )
    
    
    (156,268
    )Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    493,693(g) Equity method investees:Sky Multi-Country Partners (SMCP)
    
    
    1,408,545
    
    
    
    
    
    
    
    Cablemás
    
    
    
    
    
    
    
    
    
    
    (25,057
    )(h) Univision investment:Sale of investment
    
    
    
    
    
    
    
    
    
    
    (298,336
    )Hedge accounting
    
    
    
    
    
    
    559,845
    
    
    
    (i) Derivative financial instruments(1)
    
    
    (265,395
    )
    
    
    (1,397,789
    )
    
    
    (j) Pension plan and seniority premiums
    
    
    36,217
    
    
    
    
    
    
    
    (k) Employee stock-based compensation
    
    
    47,156
    
    
    
    
    
    
    
    (l) Production and film costs
    
    
    330,105
    
    
    
    281,297
    
    
    
    23,895(m) Deferred income taxes and employees profit sharing:Deferred income taxes(1)
    
    
    268,883
    
    
    
    77,260
    
    
    
    (5,905
    )Deferred employees profit sharing(1)
    
    
    76,987
    
    
    
    10,342
    
    
    
    (33,252
    )(n) Maintenance reserve
    
    
    5,345
    
    
    
    (2,744
    )
    
    
    (3,949
    )(o) Minority interest on U.S. GAAP adjustments
    
    
    (11,239
    )
    
    
    1,134
    
    
    
    1,632Total U.S. GAAP adjustments, net
    
    
    754,835
    
    
    
    (600,866
    )
    
    
    150,933Net income under U.S. GAAP
    
    Ps.
    7,368,249
    
    
    Ps.
    8,308,077
    
    
    Ps.
    8,233,396
 
 (1)
    
    Net of inflation effects Reconciliation of Stockholders Equity
 2006
    
    
    2007Total stockholders equity under Mexican FRS
    
    Ps.
    38,014,877
    
    
    Ps.
    40,650,300U.S. GAAP adjustments:(a) Capitalization of financing costs, net of accumulated depreciation
    
    
    (848,806
    )
    
    
    (756,093
    )(b) Deferred costs, net of amortization
    
    
    (113,490
    )
    
    
    (15,818
    )(c) Deferred debt refinancing costs, net of amortization
    
    
    (573,252
    )
    
    
    (541,832
    )(d) Equipment inflation restatement, net of depreciation
    
    
    268,413
    
    
    
    (e) Purchase accounting adjustments:Broadcast license and network affiliation agreements
    
    
    131,248
    
    
    
    124,089Fixed assets
    
    
    54,525
    
    
    
    42,407Other assets
    
    
    47,533
    
    
    
    45,463Goodwill on acquisition of Bay City
    
    
    (1,104,843
    )
    
    
    (611,150
    )Goodwill on acquisition of minority interest in Editorial Televisa
    
    
    1,358,428
    
    
    
    1,358,428Subscribers list
    
    
    520,894
    
    
    
    364,626Goodwill on acquisition of minority interest in Sky
    
    
    86,236
    
    
    
    86,236(f) Goodwill and other intangible assets:Reversal of Mexican FRS goodwill amortization
    
    
    140,380
    
    
    
    140,380Reversal of Mexican FRS amortization of intangible assets with indefinite lives
    
    
    109,988
    
    
    
    109,988(g) Equity method investees:OCEN
    
    
    (2,446
    )
    
    
    (2,446
    )Cablemás
    
    
    
    
    
    
    (25,057
    )(j) Pension plan and seniority premiums
    
    
    640,321
    
    
    
    395,842(l) Production and film costs
    
    
    (1,538,667
    )
    
    
    (1,514,772
    )(m) Deferred income taxes and employees profit sharing:Deferred income taxes
    
    
    388,994
    
    
    
    514,647Deferred employees profit sharing
    
    
    (115,027
    )
    
    
    (148,279
    )(n) Maintenance reserve
    
    
    22,011
    
    
    
    18,062(o) Minority interest
    
    
    (1,688,208
    )
    
    
    (3,655,162
    )Total U.S. GAAP adjustments, net
    
    
    (2,215,768
    )
    
    
    (4,070,441
    )Total stockholders equity under U.S. GAAP
    
    Ps.
    35,799,109
    
    
    Ps.
    36,579,859
  F- 41




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##### Table of Contents



Changes
in U.S. GAAP stockholders equity
    
    2006
    
    
    2007Balance at January 1,
    
    Ps.
    30,589,544
    
    
    Ps.
    35,799,109Net income for the year
    
    
    8,308,077
    
    
    
    8,233,396Repurchase of capital stock
    
    
    (3,224,515
    )
    
    
    (3,948,331
    )Dividends
    
    
    (1,161,839
    )
    
    
    (4,506,492
    )Sale of capital stock under stock-based compensation plan
    
    
    587,263
    
    
    
    99,771Stock based compensation
    
    
    243,882
    
    
    
    140,517Benefit from capital contribution of minority interest in Sky
    
    
    385,596
    
    
    
    Other comprehensive income:Changes in other comprehensive income of equity investees
    
    
    598,035
    
    
    
    5,382Net unrealized loss on available-for-sale financial asset, net of tax
    
    
    (1,466,475
    )
    
    
    565,862Result from holding non-monetary assets, net of tax
    
    
    (72,322
    )
    
    
    (138,776
    )Foreign currency translation adjustment
    
    
    595,350
    
    
    
    505,446Pension and post retirement adjustment
    
    
    416,513
    
    
    
    (176,025
    )Balance at December 31,
    
    Ps.
    35,799,109
    
    
    Ps.
    36,579,859
    (a) Capitalization of Financing Costs, Net of Accumulated Depreciation
    F- 42




---



##### Table of Contents



(b) Deferred Costs, Net of Amortization
   (c) Deferred Debt Refinancing Costs, Net of Amortization
   (d) Equipment Inflation Restatement, Net of Depreciation
    (e) Purchase Accounting Adjustments
   F- 43




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##### Table of Contents



(f) Goodwill and Other Intangible Assets
  2006
    
    
    2007Consolidated subsidiaries:Television Broadcasting
    
    Ps.
    337,094
    
    
    Ps.
    337,094Cable and Telecom(1)
    
    
    
    
    
    
    1,552,054Publishing
    
    
    1,389,538
    
    
    
    2,055,103Other segments
    
    
    155,224
    
    
    
    155,224Equity method investees
    
    
    865,422
    
    
    
    852,696Ps.
    2,747,278
    
    
    Ps.
    4,952,171
  2006
    
    
    2007Trademarks(2)(3)
    
    Ps.
    620,726
    
    
    Ps.
    824,263Television network concession(2)
    
    
    742,605
    
    
    
    742,605TVI concession(4)
    
    
    147,108
    
    
    
    262,925Telecom concession
    
    
    
    
    
    
    29,113Network affiliation agreements(2)
    
    
    119,913
    
    
    
    119,913Licenses and software
    
    
    369,584
    
    
    
    393,843Subscriber list
    
    
    885,189
    
    
    
    705,027Deferred financing costs
    
    
    271,060
    
    
    
    288,462Broadcast license
    
    
    11,335
    
    
    
    4,176Leasehold improvements
    
    
    152,928
    
    
    
    682,594Other
    
    
    80,557
    
    
    
    108,522Ps.
    3,401,005
    
    
    Ps.
    4,161,443
 
 (1)
    
    In 2007, the Group acquired the majority of the assets of Bestel. As a result of
such acquisition, the Group recorded goodwill of Ps.1,552,054.(2)
    
    Indefinite-lived.(3)
    
    Includes translation effect, impairment adjustments and acquisitions (see Note 7).(4)
    
    Represents a cable television company with a license to operate in the city of
Monterrey and surrounding areas. The license expires in 2026. The Group acquired
a 50% interest in this venture.  F- 44




---



##### Table of Contents



(g) Equity Method Investees
 SMCP
  Cablemás
   (h) Univision
 Available-for-sale financial asset in 2006
   Reversal of Hedge Accounting for Investment in Univision in 2006
    F- 45




---



##### Table of Contents



Sale of investment in 2007
   (i) Derivative Financial Instruments
    (j) Pension Plan and Seniority Premiums
    F- 46




---



##### Table of Contents



2005
    
    
    2006
    
    
    2007Service cost
    
    Ps.
    89,698
    
    
    Ps.
    96,435
    
    
    Ps.
    97,878Interest cost
    
    
    47,212
    
    
    
    52,896
    
    
    
    55,804Expected return on plan assets
    
    
    (60,251
    )
    
    
    (81,152
    )
    
    
    (168,141
    )Net amortization and deferral
    
    
    (16,001
    )
    
    
    8,421
    
    
    
    (9,280
    )Net cost under U.S. GAAP
    
    
    60,658
    
    
    
    76,600
    
    
    
    (23,739
    )Net cost under Mexican FRS
    
    
    96,875
    
    
    
    76,600
    
    
    
    (23,739
    )Reduction of net cost that would be recognized under U.S. GAAP
    
    Ps.
    (36,217
    )
    
    Ps.
    
    
    
    Ps.
    
 Obligations and Funded Status at December 31
  2006
    
    
    2007Projected benefit obligation
    
    Ps.
    1,104,212
    
    
    Ps.
    1,134,108Plan assets
    
    
    (1,802,958
    )
    
    
    (1,628,730
    )Funded status
    
    
    (698,746
    )
    
    
    (494,622
    )Prepaid pension asset
    
    
    (698,746
    )
    
    
    (494,622
    )Severance indemnities  projected benefit obligation
    
    
    356,250
    
    
    
    413,701Balance sheet asset
    
    Ps.
    (342,496
    )
    
    Ps.
    (80,921
    )Change in benefit obligation:Projected benefit obligation at beginning of year
    
    Ps.
    1,041,211
    
    
    Ps.
    1,104,212Service cost
    
    
    96,435
    
    
    
    69,709Interest cost
    
    
    52,896
    
    
    
    42,245Actuarial gain
    
    
    (67,788
    )
    
    
    (54,529
    )Benefits paid
    
    
    (18,542
    )
    
    
    (27,529
    )Projected benefit obligation at end of year
    
    Ps.
    1,104,212
    
    
    Ps.
    1,134,108Change in plan assets:Fair value of plan assets at beginning of year
    
    Ps.
    1,539,513
    
    
    Ps.
    1,802,958Actual return on plan assets
    
    
    304,855
    
    
    
    (140,779
    )Benefits paid
    
    
    (41,410
    )
    
    
    (33,449
    )Fair value of plan assets at end of year
    
    Ps.
    1,802,958
    
    
    Ps.
    1,628,730
 Plan Assets
  2006
    
    
    2007Equity securities
    
    
    72.5
    %
    
    
    68.8
    %Fixed rate instruments
    
    
    27.5
    %
    
    
    31.2
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    F- 47




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##### Table of Contents



Before
    
    
    
    
    
    
    AfterApplication
    
    
    
    
    
    
    Applicationof SFAS No. 158
    
    
    Adjustments
    
    
    of SFAS No. 158Consolidated Balance Sheet DataPrepaid pension plans and seniority premiums
    
    Ps.
    
    
    
    Ps.
    342,496
    
    
    Ps.
    342,496Other assets
    
    
    91,463,087
    
    
    
    
    
    
    
    91,463,087Total assets
    
    Ps.
    91,463,087
    
    
    Ps.
    342,496
    
    
    Ps.
    91,805,583Deferred income taxes
    
    Ps.
    5,632,095
    
    
    Ps.
    161,978
    
    
    Ps.
    5,794,073Pension plans and seniority premiums
    
    
    235,995
    
    
    
    (235,995
    )
    
    
    Other liabilities
    
    
    48,524,193
    
    
    
    
    
    
    
    48,524,193Total liabilities
    
    
    54,392,283
    
    
    
    (74,017
    )
    
    
    54,318,266Minority interest
    
    
    1,688,208
    
    
    
    
    
    
    
    1,688,208Total stockholders equity
    
    
    35,382,596
    
    
    
    416,513
    
    
    
    35,799,109Total liabilities and stockholders equity
    
    Ps.
    91,463,087
    
    
    Ps.
    342,496
    
    
    Ps.
    91,805,583
  2006
    
    
    2007Accumulated other comprehensive income as of
beginning of year (net of income tax)
    
    Ps.
    
    
    
    Ps.
    416,513Increase / (decrease) due to adoption of SFAS No. 158
    
    
    401,424
    
    
    
    Net gain/(loss)
    
    
    
    
    
    
    (72,646
    )Amortization of net (gain)/loss
    
    
    
    
    
    
    (22,561
    )Amortization of prior service cost
    
    
    
    
    
    
    7,790Inflation adjustment
    
    
    15,089
    
    
    
    Accumulated other comprehensive income as of end of
year (net of income tax)
    
    Ps.
    416,513
    
    
    Ps.
    329,096
  2006
    
    
    2007Prior service costs, net of income tax
    
    Ps.
    (37,630
    )
    
    Ps.
    (29,840
    )Net actuarial gains, net of income tax
    
    
    454,143
    
    
    
    358,936Accumulated other comprehensive
income as of end of year (net of
income tax)
    
    Ps.
    416,513
    
    
    Ps.
    329,096
 (k) Employee Stock-based Compensation
   F- 48




---



##### Table of Contents



(l) Production and Film Costs
   (m) Deferred Income Taxes and Employees Profit Sharing
    F- 49




---



##### Table of Contents



December 31,
    
    
    December 31,2006
    
    
    2007Net deferred income tax liability recorded under Mexican FRS on Mexican FRS
balances (see Note 19)
    
    Ps.
    (1,544,741
    )
    
    Ps.
    (1,272,834
    )Reclassification of non-current taxes related to non-wholly owned subsidiaries (Sky)
    
    
    923,767
    
    
    
    525,164Net deferred income tax amount under SFAS No. 109 applied to Mexican FRS balances
    
    
    (620,974
    )
    
    
    (747,670
    )Impact of U.S. GAAP adjustments:Capitalization of financing costs
    
    
    237,666
    
    
    
    211,706Deferred costs
    
    
    31,778
    
    
    
    4,429Equipment inflation restatement
    
    
    (75,156
    )
    
    
    Purchase accounting adjustments
    
    
    (65,328
    )
    
    
    (59,349
    )Pension plan and seniority premiums
    
    
    (179,290
    )
    
    
    (110,836
    )Production and film costs
    
    
    430,827
    
    
    
    424,136Maintenance reserve
    
    
    (6,163
    )
    
    
    (5,057
    )Subscriber list
    
    
    (145,850
    )
    
    
    (102,095
    )Deferred debt refinancing costs, net of amortization
    
    
    160,510
    
    
    
    151,713388,994
    
    
    
    514,647Net deferred income tax liability under U.S. GAAP
    
    
    (231,980
    )
    
    
    (233,023
    )Less:Deferred income tax amount under SFAS No. 109 applied to Mexican FRS balances
    
    
    (620,974
    )
    
    
    (747,670
    )Net deferred income tax adjustment required under U.S. GAAP
    
    Ps.
    388,994
    
    
    Ps.
    514,647
  Charge to the provision for deferred income tax
    
    Ps.
    (125,968
    )Credit to the result from holding non-monetary assets
    
    
    55,581Credit to the stockholders equity
    
    
    69,344Ps.
    (1,043
    )
  December 31,
    
    
    December 31,2006
    
    
    2007Deferred EPS liability:Current:Inventories
    
    Ps.
    2,124
    
    
    Ps.
    2,047Noncurrent:Property, plant and equipment
    
    
    (117,522
    )
    
    
    (110,669
    )Deferred costs
    
    
    (59,444
    )
    
    
    (57,143
    )Pension plan and seniority premiums
    
    
    79,015
    
    
    
    33,984Other
    
    
    (19,200
    )
    
    
    (16,498
    )Total deferred EPS liability
    
    Ps.
    (115,027
    )
    
    Ps.
    (148,279
    )
  2005
    
    
    2006
    
    
    2007Current:Mexican
    
    Ps.
    1,124,134
    
    
    Ps.
    95,694
    
    
    Ps.
    3,111,895Foreign
    
    
    215,068
    
    
    
    200,418
    
    
    
    197,2651,339,202
    
    
    
    296,112
    
    
    
    3,309,160Deferred:Mexican
    
    
    (786,430
    )
    
    
    1,820,616
    
    
    
    124,799Foreign
    
    
    2,148
    
    
    
    3,174
    
    
    
    1,169(784,282
    )
    
    
    1,823,790
    
    
    
    125,968Ps.
    554,920
    
    
    Ps.
    2,119,902
    
    
    Ps.
    3,435,128
  F- 50




---



##### Table of Contents



Mexico
    
    2003 and all following yearsUnited States of America
    
    2004 and all following years for federal tax
examinations, and 2003 and all following years
for state tax examinationsArgentina
    
    2002 and all following yearsChile
    
    2003 and all following years
 Effects of inflation accounting on U.S. GAAP adjustments
   (n) Maintenance Reserve
  (o) Minority Interest
   Additional disclosure requirements
 Presentation in the Financial Statements  Operating Income
   F- 51




---



##### Table of Contents



Year Ended December 31,2005
    
    
    2006
    
    
    2007Net sales
    
    Ps.
    35,068,013
    
    
    Ps.
    39,357,699
    
    
    Ps.
    41,561,526Cost of providing services (exclusive of depreciation and amortization)
    
    
    15,555,693
    
    
    
    16,512,644
    
    
    
    18,108,061Selling and administrative expenses
    
    
    5,460,455
    
    
    
    5,752,728
    
    
    
    5,826,861Depreciation and amortization
    
    
    3,246,033
    
    
    
    3,024,800
    
    
    
    3,304,581Income from operations
    
    
    10,805,832
    
    
    
    14,067,527
    
    
    
    14,322,023Integral result of financing, net
    
    
    (2,846,969
    )
    
    
    (2,290,042
    )
    
    
    (250,909
    )Other income (expense), net
    
    
    972,989
    
    
    
    (115,444
    )
    
    
    (693,939
    )Income before income taxes, minority interest and equity in earnings or
losses of affiliates
    
    
    8,931,852
    
    
    
    11,662,041
    
    
    
    13,377,175Income tax and assets tax  current and deferred
    
    
    (554,920
    )
    
    
    (2,119,902
    )
    
    
    (3,435,128
    )Income before minority interest and equity in earnings or losses of affiliates
    
    
    8,376,932
    
    
    
    9,542,139
    
    
    
    9,942,047Minority interest
    
    
    (1,181,596
    )
    
    
    (609,219
    )
    
    
    (934,295
    )Equity in earnings (losses) of affiliates
    
    
    172,913
    
    
    
    (624,843
    )
    
    
    (774,356
    )Net income
    
    Ps.
    7,368,249
    
    
    Ps.
    8,308,077
    
    
    Ps.
    8,233,396Weighted average common shares outstanding (in millions)
    
    
    341,158
    
    
    
    339,776
    
    
    
    333,653
 Presentation in the financial statements  Earnings per CPO and per share
   2005
    
    
    2006
    
    
    2007Series 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
    
    
    6,000,075
    
    
    
    1,101,231
    
    
    
    6,760,300
    
    
    
    1,246,779
    
    
    
    6,865,699
    
    
    
    1,305,558Net income available to common shareholders
    
    
    6,000,075
    
    
    
    1,101,231
    
    
    
    6,760,300
    
    
    
    1,246,779
    
    
    
    6,865,699
    
    
    
    1,305,558Weighted average number of common shares
outstanding
    
    
    2,463,608
    
    
    
    52,915,867
    
    
    
    2,451,792
    
    
    
    52,916,036
    
    
    
    2,399,453
    
    
    
    52,916,036Basic earnings per share (continuing operations)
    
    Ps.
    2.44
    
    
    Ps.
    0.02
    
    
    Ps.
    2.76
    
    
    Ps.
    0.02
    
    
    Ps.
    2.86
    
    
    Ps.
    0.02Basic earnings per share (net income)
    
    Ps.
    2.44
    
    
    Ps.
    0.02
    
    
    Ps.
    2.76
    
    
    Ps.
    0.02
    
    
    Ps.
    2.86
    
    
    Ps.
    0.02Diluted EPSDilutive Potential Shares
    
    
    63,064
    
    
    
    
    
    
    
    47,354
    
    
    
    
    
    
    
    40,018
    
    
    
    Total Diluted weighted average common shares
outstanding
    
    
    2,526,672
    
    
    
    52,915,867
    
    
    
    2,499,146
    
    
    
    52,916,036
    
    
    
    2,439,471
    
    
    
    52,916,036Diluted earnings per share (continuing
operations)
    
    Ps.
    2.37
    
    
    Ps.
    0.02
    
    
    Ps.
    2.71
    
    
    Ps.
    0.02
    
    
    Ps.
    2.81
    
    
    Ps.
    0.02Diluted earnings per share (net income)
    
    Ps.
    2.37
    
    
    Ps.
    0.02
    
    
    Ps.
    2.71
    
    
    Ps.
    0.02
    
    
    Ps.
    2.81
    
    
    Ps.
    0.02
  F- 52




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##### Table of Contents



Presentation in the Financial Statements  Consolidated Balance Sheets
  December 31,
    
    
    December 31,2006
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    Ps.
    15,461,345
    
    
    Ps.
    25,479,541Other investments
    
    
    943,728
    
    
    
    1,825,355Trade notes and accounts receivable, net
    
    
    14,108,702
    
    
    
    17,294,674Other accounts and notes receivable, net
    
    
    1,544,287
    
    
    
    2,590,330Due from affiliated companies
    
    
    458,139
    
    
    
    195,023Transmission rights and programming
    
    
    3,167,943
    
    
    
    3,154,681Inventories
    
    
    801,943
    
    
    
    833,996Available-for-sale investments
    
    
    12,266,318
    
    
    
    Current deferred taxes
    
    
    2,432,490
    
    
    
    2,313,598Other current assets
    
    
    800,068
    
    
    
    653,260Total current assets
    
    
    51,984,963
    
    
    
    54,340,458Non-current assets:Transmission rights and programming
    
    
    2,019,071
    
    
    
    3,737,976Investments
    
    
    4,750,812
    
    
    
    7,322,304Property, plant and equipment, net
    
    
    21,238,557
    
    
    
    24,457,649Goodwill, net
    
    
    2,747,278
    
    
    
    4,952,171Intangible assets, net
    
    
    3,401,005
    
    
    
    4,161,443Deferred taxes
    
    
    4,308,304
    
    
    
    3,906,544Financial instruments
    
    
    940,238
    
    
    
    765,777Prepaid pension and seniority premiums
    
    
    342,496
    
    
    
    80,921Other assets
    
    
    72,859
    
    
    
    83,745Total assets
    
    Ps.
    91,805,583
    
    
    Ps.
    103,808,988LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    Ps.
    1,023,445
    
    
    Ps.
    488,650Current portion of satellite transponder lease obligation
    
    
    89,415
    
    
    
    97,696Trade accounts payable
    
    
    3,580,467
    
    
    
    4,457,519Customer deposits and advances
    
    
    17,528,635
    
    
    
    17,145,053Taxes payable
    
    
    1,223,814
    
    
    
    684,497Current deferred taxes
    
    
    1,293,728
    
    
    
    1,579,727Accrued interest
    
    
    271,915
    
    
    
    307,814Other accrued liabilities
    
    
    2,102,700
    
    
    
    2,155,864Due from affiliated companies
    
    
    39,566
    
    
    
    127,191Total current liabilities
    
    
    27,153,685
    
    
    
    27,044,011Non-current liabilities:Long-term debt
    
    
    18,464,257
    
    
    
    24,433,387Satellite transponder lease obligation
    
    
    1,162,531
    
    
    
    1,035,134Customer deposits and advances
    
    
    278,282
    
    
    
    2,665,185Other long-term liabilities
    
    
    1,465,438
    
    
    
    3,374,533Deferred taxes
    
    
    5,794,073
    
    
    
    5,021,717Total liabilities
    
    
    54,318,266
    
    
    
    63,573,967Commitments and contingenciesMinority interest
    
    
    1,688,208
    
    
    
    3,655,162Total stockholders equity
    
    
    35,799,109
    
    
    
    36,579,859Total liabilities and stockholders equity
    
    Ps.
    91,805,583
    
    
    Ps.
    103,808,988
  F- 53




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##### Table of Contents



Cash flow information
    2005
    
    
    2006
    
    
    2007Operating activities:Net income under U.S. GAAP
    
    Ps.
    7,368,249
    
    
    Ps.
    8,308,077
    
    
    Ps.
    8,233,396Adjustments to reconcile net income to cash provided by operating activities:Equity in (income) loss of affiliates
    
    
    (172,913
    )
    
    
    624,843
    
    
    
    774,356Minority interest from continuing operations
    
    
    1,181,596
    
    
    
    609,219
    
    
    
    934,295Depreciation and amortization
    
    
    3,246,033
    
    
    
    3,024,800
    
    
    
    3,304,581Amortization of deferred debt refinancing
    
    
    
    
    
    
    (31,396
    )
    
    
    (31,420
    )Impairment adjustments
    
    
    8,032
    
    
    
    93,464
    
    
    
    Pension plans and seniority premiums
    
    
    342,207
    
    
    
    
    
    
    
    Deferred income tax
    
    
    (784,282
    )
    
    
    1,823,790
    
    
    
    125,968(Gain) loss on disposal of investment
    
    
    (1,223,640
    )
    
    
    (19,556
    )
    
    
    822,671Unrealized foreign exchange gain, net
    
    
    (657,558
    )
    
    
    (339,650
    )
    
    
    139,064Employee stock option plans
    
    
    302,146
    
    
    
    243,882
    
    
    
    140,517Maintenance reserve
    
    
    (5,345
    )
    
    
    2,744
    
    
    
    3,949(Income) loss from monetary position
    
    
    (192,502
    )
    
    
    (58,543
    )
    
    
    542,533Changes in operating assets and liabilities:(Increase) decrease in:Trade notes and accounts receivable and customer deposits and advances, net
    
    
    (473,721
    )
    
    
    (1,367,269
    )
    
    
    (1,651,317
    )Inventories
    
    
    50,276
    
    
    
    (112,827
    )
    
    
    (32,053
    )Transmission rights, programs and films and production talent advances
    
    
    715,446
    
    
    
    495,475
    
    
    
    (1,882,412
    )Other accounts and notes receivable and other current assets
    
    
    751,864
    
    
    
    (1,152,498
    )
    
    
    (528,894
    )Increase (decrease) in:Trade accounts payable
    
    
    893,661
    
    
    
    518,440
    
    
    
    937,012Other liabilities and taxes payable
    
    
    (871,609
    )
    
    
    320,708
    
    
    
    116,801Pension plan and seniority premiums
    
    
    
    
    
    
    90,360
    
    
    
    17,094Net cash provided by operating activities
    
    
    10,477,940
    
    
    
    13,074,063
    
    
    
    11,966,141Financing activities:Issuance of Senior Notes due 2025
    
    
    7,185,905
    
    
    
    
    
    
    
    Issuance of Senior Notes due 2037
    
    
    
    
    
    
    
    
    
    
    4,500,000Issuance of Senior Notes due 2012
    
    
    
    
    
    
    
    
    
    
    2,481,521Prepayments of Senior Notes and UDIs denominated Notes
    
    
    (5,873,517
    )
    
    
    
    
    
    
    Prepayment of Senior Notes due 2013
    
    
    
    
    
    
    (3,034,536
    )
    
    
    Other increase (decrease) in debt
    
    
    
    
    
    
    3,631,565
    
    
    
    (1,054,007
    )Deferred debt refinancing costs
    
    
    604,648
    
    
    
    
    
    
    
    Other changes in notes payable
    
    
    (4,861,141
    )
    
    
    
    
    
    
    Financial instruments
    
    
    (752,094
    )
    
    
    (1,532,111
    )
    
    
    140,398Repurchase of capital stock
    
    
    (1,289,552
    )
    
    
    (3,224,515
    )
    
    
    (3,948,331
    )Sale of repurchased shares
    
    
    339,611
    
    
    
    587,263
    
    
    
    99,771Dividends paid
    
    
    (4,648,726
    )
    
    
    (1,161,839
    )
    
    
    (4,506,492
    )Minority interest
    
    
    (117,236
    )
    
    
    113,607
    
    
    
    1,032,659Net cash used for financing activities
    
    
    (9,412,102
    )
    
    
    (4,620,566
    )
    
    
    (1,254,481
    )
  F- 54




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##### Table of Contents



2005
    
    
    2006
    
    
    2007Investing activities:Other investments
    
    
    671,872
    
    
    
    (826,920
    )
    
    
    (915,818
    )Due from affiliated companies, net
    
    
    577,657
    
    
    
    (894,658
    )
    
    
    262,170Equity investments and other advances
    
    
    558,616
    
    
    
    (2,703,858
    )
    
    
    (4,746,807
    )Investments in property, plant and equipment
    
    
    (2,626,055
    )
    
    
    (2,887,888
    )
    
    
    (2,977,154
    )Available-for-sale investment in shares of Univision
    
    
    
    
    
    
    
    
    
    
    11,821,932Acquisitions of Telecom net assets
    
    
    
    
    
    
    
    
    
    
    (1,975,666
    )Intangible assets and other assets
    
    
    (1,574,196
    )
    
    
    (902,707
    )
    
    
    (1,762,332
    )Net cash used for investing activities
    
    
    (2,392,106
    )
    
    
    (8,216,031
    )
    
    
    (293,675
    )Net (decrease) increase in cash and cash equivalents
    
    
    (1,326,268
    )
    
    
    237,466
    
    
    
    10,417,985Translation effect on cash and cash equivalents
    
    
    (13,654
    )
    
    
    7,228
    
    
    
    22,086Net increase in cash and temporary
investments upon Telecom acquisition
    
    
    
    
    
    
    
    
    
    
    138,261Effect of inflation on cash and cash equivalents
    
    
    (572,337
    )
    
    
    (616,759
    )
    
    
    (560,136
    )Cash and cash equivalents at beginning of year
    
    
    17,745,669
    
    
    
    15,833,410
    
    
    
    15,461,345Cash and cash equivalents at end of year
    
    Ps.
    15,833,410
    
    
    Ps.
    15,461,345
    
    
    Ps.
    25,479,541
  2005
    
    
    2006
    
    
    2007Interest
    
    Ps.
    2,156,091
    
    
    Ps.
    1,894,346
    
    
    Ps.
    1,905,621Income taxes and/or assets tax
    
    
    578,299
    
    
    
    1,132,412
    
    
    
    2,955,115
 Supplemental disclosures about non-cash activities:
 2005
    
    
    2006
    
    
    2007Note receivable related to customer deposits
    
    Ps.
    13,278,854
    
    
    Ps.
    12,406,786
    
    
    Ps.
    14,753,180
 Recently issued accounting standards
    F- 55




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##### Table of Contents



Consolidated valuation and qualifying accounts
 Balance at
    
    
    
    
    
    
    
    
    
    
    Balance atBeginning
    
    
    
    
    
    
    
    
    
    
    EndDescription
    
    of Year
    
    
    Additions
    
    
    Deductions
    
    
    of YearContinuing operations:Reserve for damage, obsolescence or deterioration of inventories:Year ended December 31, 2005
    
    Ps.
    9,371
    
    
    Ps.
    2,529
    
    
    Ps.
    
    
    
    Ps.
    11,900Year ended December 31, 2006
    
    
    11,900
    
    
    
    
    
    
    
    (4,932
    )
    
    
    6,968Year ended December 31, 2007
    
    
    6,968
    
    
    
    15,578
    
    
    
    (3,165
    )
    
    
    19,381Allowances for doubtful accounts(1):Year ended December 31, 2005
    
    Ps.
    1,339,846
    
    
    Ps.
    335,741
    
    
    Ps.
    (371,302
    )
    
    Ps.
    1,304,285Year ended December 31, 2006
    
    
    1,304,285
    
    
    
    592,523
    
    
    
    (645,213
    )
    
    
    1,251,595Year ended December 31, 2007
    
    
    1,251,595
    
    
    
    154,955
    
    
    
    (303,684
    )
    
    
    1,102,866
 
 (1)
    
    Include allowances for trade and non-trade doubtful accounts.  F- 56




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##### Table of Contents



24. Subsequent Events
      F- 57




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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, 2008.2.11
    
    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, 20084.16
    
    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.4.17
    
    Credit Agreement, dated as of December 19, 2007, by and among Empresas Cablevisión, S.A.B. de
C.V., JPMorgan Chase Bank, N.A., as administrative agent and J.P. Morgan Securities Inc., as sole
bookrunner and lead arranger.8.1
    
    List of Subsidiaries of Registrant.12.1
    
    CEO
Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002, dated June 25, 2008.12.2
    
    CFO
Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002, dated June 25, 2008.13.1
    
    CEO
Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, dated June 25, 2008.13.2
    
    CFO
Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, dated June 25, 2008.