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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 10-K

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                       COMMISSION FILE NUMBER: 001-12223

                            ------------------------

                         UNIVISION COMMUNICATIONS INC.

                            INCORPORATED IN DELAWARE

               I.R.S. EMPLOYER IDENTIFICATION NUMBER: 95-4398884

                      1999 AVENUE OF THE STARS, SUITE 3050
                         LOS ANGELES, CALIFORNIA 90067
                              TEL: (310) 556-7676

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

<TABLE>
<CAPTION>
                                                              NAME OF EACH EXCHANGE
              TITLE OF EACH CLASS                              ON WHICH REGISTERED
              -------------------                             ---------------------
<S>                                              <C>
     Class A Common Stock, Par Value $.01                    New York Stock Exchange
</TABLE>

        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None

                            ------------------------

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES /X/  NO / /

 .

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/

    There were 66,576,460 shares of Class A Common Stock, $.01 par value,
outstanding as of February 1, 2000. The aggregate market value of the Class A
Common Stock of the Company held by non-affiliates on February 1, 2000 was
approximately $7,200,000,000. This calculation does not include the value of any
of the outstanding shares of Class P, Class T or Class V Common Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

(1) Portions of the registrant's Proxy Statement for the Annual Meeting of
    Stockholders to be held May 24, 2000 are incorporated by reference into
    Part III hereof.
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<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>       <C>                                                           <C>
                                     PART I

ITEM 1.   Business....................................................      2
          The Hispanic Audience in the United States..................      3
          Ratings.....................................................      4
          The Network.................................................      6
          Galavision Network..........................................      8
          Programming.................................................      8
          Program License Agreements..................................      9
          The O&Os....................................................     10
          Advertising.................................................     13
          Marketing...................................................     14
          Competition.................................................     14
          Material Patents, Trademarks, Licenses, Franchises and
            Concessions...............................................     15
          Employees...................................................     15
          Federal Regulation and New Technologies.....................     15
ITEM 2.   Properties..................................................     24
ITEM 3.   Legal Proceedings...........................................     24
ITEM 4.   Submission of Matters to a Vote of Security Holders.........     25

                                    PART II
ITEM 5.   Market for Registrant's Common Equity and Related
            Stockholder Matters.......................................     26
ITEM 6.   Selected Financial Data.....................................     27
ITEM 7.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations.................................     28
ITEM 7A.  Quantitative and Qualitative Disclosures About Market
            Risk......................................................     34
ITEM 8.   Financial Statements and Supplementary Data.................     34
ITEM 9.   Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosures.................................     35

                                    PART III
ITEM 10.  Directors and Executive Officers of the Registrant..........     35
ITEM 11.  Executive Compensation......................................     35
ITEM 12.  Security Ownership of Certain Beneficial Owners and
            Management................................................     35
ITEM 13.  Certain Relationships and Related Transactions..............     35

                                    PART IV
ITEM 14.  Exhibits, Financial Statement Schedules and Reports on Form
            8-K.......................................................     36
</TABLE>

                                       1
<PAGE>
                                     PART I

ITEM 1. BUSINESS

    Univision Communications Inc. and its wholly owned subsidiaries ("Univision"
or the "Company") is the leading Spanish-language television broadcaster in the
U.S., reaching more than 92% of all Hispanic Households and having an 85%
average share of the U.S. Spanish-language network television audience in 1999.
Univision's Network, which is the most watched television network (English- or
Spanish-language) among Hispanic Households, provides the Company's broadcast
and cable affiliates with 24 hours per day of Spanish-language programming with
a prime time schedule of substantially all first run programming (I.E., no
reruns) throughout the year. As a leading, vertically-integrated television
broadcaster, Univision owned and operated 12 full-power (11 of which are
affiliated with the Univision Network) and seven low-power UHF stations (the
"O&Os") as of December 31, 1999, representing approximately 77% of its Network
broadcast distribution. These full-power O&Os are located in 11 of the top 15
designated market areas ("DMAs") in terms of numbers of Hispanic Households--Los
Angeles, New York, Miami, San Francisco, Chicago, Houston, San Antonio, Dallas,
Phoenix, Fresno and Sacramento. As of December 31, 1999, the Company had
affiliation agreements with an additional 12 full-power and 20 low-power
television stations ("Affiliated Stations") and approximately 1,029 cable
affiliates. Each of the Company's full-power O&Os and full-power Affiliated
Stations ranks first in Spanish-language television viewership in its DMA. The
Company also owns Galavision, a Spanish-language cable network that had
approximately 2.7 million Hispanic subscribers, representing approximately 54%
of all Hispanic Households that subscribed to cable television in 1999. For
purposes of this annual report, Hispanic Household means all U.S. households
with a head of household who is of Hispanic descent or origin, regardless of the
language spoken in the household. The Network means Univision's wholly-owned
Spanish-language television network.

    The Company believes that the breadth and diversity of its programming
provides it with a competitive advantage over both Spanish-language broadcasters
and English-language broadcasters in appealing to Hispanic viewers. The
Company's programming is similar to that of major English-language networks and
includes NOVELAS (long-term mini-series), national and local newscasts, variety
shows, children's programming, mini-series, musical specials, movies, sporting
events and public affairs programs. The Televisa Program License Agreement
provides the Company with long-term access to first-rate programming produced by
Grupo Televisa, S.A. de C.V. and its affiliates ("Televisa"). Televisa-produced
NOVELAS are popular throughout the world and are among the Company's highest
rated programs. Univision also produces a variety of programs specifically
tailored to meet the tastes, preferences and information needs of the Hispanic
audience, including national and local news and the highly successful programs
SABADO GIGANTE, CRISTINA and PRIMER IMPACTO. The Company's morning show that
began airing in April 1997, DESPIERTA AMERICA--"Wake Up America"--broadcasts
news, talk and current events nationally, Monday through Friday from 7:00 a.m.
to 10:00 a.m. During April 1999, the Company's sports division launched the very
successful sports magazine show REPUBLICA DEPORTIVA, a weekly roundup of scores,
highlights and commentary presented in a unique and conversational style. The
Company has also televised World Cup Soccer since 1978, including all 64 games
of the widely watched 1998 World Cup.

    Net revenues and EBITDA were $693.1 million and $267.1 million,
respectively, for the year ended December 31, 1999, representing compound annual
growth rates of 19% and 29%, respectively, since 1992. In addition, in
November 1999 the Company's audience share of Spanish-language network
television viewing was 82% and its share of the 20 most widely watched programs
among Hispanic Households was 100%.

    As of January 1, 1999, the Company had a $10,000,000 convertible promissory
note from Entravision Communications Company LLC ("Entravision"), that was
convertible into an approximately 26% equity interest in Entravision. On
March 31, 1999, the Company sold the FCC broadcast license and the fixed assets
of station KLUZ, Channel 41, Albuquerque, New Mexico to Entravision, which owns
19 other stations that have affiliation agreements with the Company. Under the
terms of the agreement, the

                                       2
<PAGE>
Company received as consideration $1,000,000 in cash and an option to acquire an
additional 2% equity interest in Entravision. As of December 31, 1999, the
Company had an option to acquire an approximate 28% equity interest in
Entravision. On March 2, 2000, the Company lent $110,000,000 to Entravision to
increase the Company's convertible promissory note from $10,000,000 to
$120,000,000. The Company now has an option to acquire, in total, a 40% equity
interest in Entravision (See Notes 13 and 16 of the consolidated financial
statements).

THE HISPANIC AUDIENCE IN THE UNITED STATES

    Management believes that Spanish-language television, in general, and the
Company, in particular, have benefited and will continue to benefit from a
number of factors, including projected Hispanic population growth, high
Spanish-language retention among Hispanics, increasing Hispanic buying power and
greater advertiser spending on Spanish-language media.

    HISPANIC POPULATION GROWTH AND CONCENTRATION.  The Company's audience
consists almost exclusively of Hispanics, one of the most rapidly growing
segments of the U.S. population. The overall Hispanic population is growing at
approximately five times the rate of the non-Hispanic U.S. population and is
expected to grow to 32.4 million and 42.4 million (11.8% and 14.2% of the total
U.S. population) in 2000 and 2010, respectively. Approximately 50% of all
Hispanics are located in the seven U.S. cities with the largest Hispanic
populations, and Univision owns a station in each of these cities.

    SPANISH LANGUAGE USE.  Approximately 68% of all Hispanics, regardless of
income or educational level, speak Spanish at home. This percentage is expected
to remain relatively constant through 2010. Consequently the number of Hispanics
speaking Spanish in the home is expected to increase significantly in the
foreseeable future. As shown in the chart below, the number of Hispanics who
speak Spanish in the home is expected to grow from 16.2 million in 1990 to
22.1 million in 2000 and 27.8 million in 2010. The Company believes that the
strong Spanish-language retention among Hispanics indicates that the Spanish-
language media has been and will continue to be an important source of news,
sports and entertainment for Hispanics.

                              SPANISH LANGUAGE USE

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
HISPANIC POPULATION IN MILLIONS
<S>                              <C>   <C>   <C>   <C>   <C>   <C>   <C>
                                 1980  1985  1990  1995  2000  2005  2010
Population                       15.6  19.3  23.7  27.4  32.4  37.2  42.4
Speak Spanish at Home            10.6  13.2  16.2  18.6  22.1  24.9  27.8
</TABLE>

                         Source: Standard & Poor's DRI

    GREATER HISPANIC BUYING POWER.  The Hispanic population represents estimated
total consumer expenditures of $443 billion in 2000 (7.0% of the total U.S.
consumer expenditures), an increase of 105% since 1990. Hispanics are expected
to account for $940 billion (9.0% of the U.S. total consumer expenditures) by
2010, far outpacing the expected growth in total U.S. consumer expenditures.

    In addition to the anticipated growth of the Hispanic population, the
Hispanic audience has several other characteristics that the Company believes
make it attractive to advertisers. The Company believes the larger size
(averaging 3.5 persons per household compared to the general public's average of
2.5 persons per household) and younger age of Hispanic Households leads
Hispanics to spend more per

                                       3
<PAGE>
household on many categories of goods. The average Hispanic Household spends
28.0% more per year on food at home, 100% more on children's clothing, 35.0%
more on footwear, 11.4% more on phone services, and 23.2% more on laundry and
household cleaning products than the average non-Hispanic household. Hispanics
are expected to continue to account for a disproportionate share of growth in
spending nationwide in many important consumer categories as the Hispanic
population and its disposable income continue to grow. These factors make
Hispanics an attractive target audience for many major U.S. advertisers.

    INCREASED SPANISH-LANGUAGE ADVERTISING.  According to published sources,
$1.9 billion of total advertising expenditures were directed towards
Spanish-language media in 1999, representing an annual compound growth rate of
17.4% since 1993. Of these amounts, approximately 58% of the $1.9 billion in
advertising expenditures in 1999 targeting Hispanics were directed towards
Spanish-language television advertising. The Company believes that major
advertisers have found that Spanish-language television advertising is a more
cost-effective means to target the growing Hispanic audience than
English-language broadcast media. See "--Advertising."

RATINGS

    During the last five years, Univision has consistently ranked first in prime
time among all Hispanic adults. In addition, Univision has successfully
increased its audience ratings compared to both the Spanish-language and the
English-language broadcast networks. Spanish-language television prime time is
from 7 p.m. to 11 p.m., Eastern and Pacific Standard Times, Sunday through
Saturday. English-language television prime time is from 8 p.m. to 11 p.m.,
Eastern and Pacific Standard Times, Monday through Saturday and 7 p.m. to
11 p.m., Eastern and Pacific Standard Times, Sunday. The following table shows
that Univision prime time audience ratings, Sunday through Saturday during the
last five years, among Hispanic adults aged 18 to 49, the age segment most
targeted by advertisers, have increased compared to the other networks:

             PRIME TIME RATINGS AMONG HISPANIC ADULTS AGED 18 TO 49

<TABLE>
<CAPTION>
NETWORK                                                   1995       1996       1997       1998       1999
-------                                                 --------   --------   --------   --------   --------
<S>                                                     <C>        <C>        <C>        <C>        <C>
Univision.............................................     9.6        9.0       10.1       10.2       11.0
ABC...................................................     3.1        2.7        2.3        2.0        2.1
CBS...................................................     1.8        1.7        1.5        1.3        1.3
FOX...................................................     3.4        3.2        2.9        2.7        2.5
NBC...................................................     2.9        3.2        2.5        2.3        2.2
Telemundo.............................................     2.6        2.1        1.6        1.5        1.4
Univision share.......................................    41.0%      41.1%      48.3%      51.0%      53.7%
</TABLE>

------------------------

Source: Nielsen Hispanic Television Index ("NHTI")

    A further indication of Univision's growing strength against its
Spanish-language and English-language competitors is its improved performance
among bilingual Hispanics. As the table below indicates, the Network has been in
first place in prime time audience ratings, Sunday through Saturday, among

                                       4
<PAGE>
bilingual Hispanic adults ages 18 to 49 during the last five years and has over
the last four years consistently improved its percentage of audience share:

        PRIME TIME RATINGS AMONG BILINGUAL HISPANIC ADULTS AGED 18 TO 49

<TABLE>
<CAPTION>
NETWORK                                                   1995       1996       1997       1998       1999
-------                                                 --------   --------   --------   --------   --------
<S>                                                     <C>        <C>        <C>        <C>        <C>
Univision.............................................     7.5        6.7        6.7        7.9        8.8
ABC...................................................     3.7        3.1        2.4        2.1        2.4
CBS...................................................     2.1        1.9        1.6        1.5        1.6
FOX...................................................     3.8        3.7        3.5        2.8        3.2
NBC...................................................     3.2        4.0        2.7        2.4        2.4
Telemundo.............................................     1.3        1.1        1.0        1.0        1.0
Univision share.......................................    34.7%      32.7%      37.4%      44.6%      45.4%
</TABLE>

------------------------

Source: NHTI

    In addition, as shown in the following table, the Company has consistently
had between 90% and 100% of the 20 most widely watched programs among all
Hispanic Households during the past five years:

                      THE 20 MOST WIDELY WATCHED PROGRAMS
               AMONG HISPANIC HOUSEHOLDS BY NETWORK FOR NOVEMBER

<TABLE>
<CAPTION>
             PROGRAM
              RANK                   1995       1996       1997       1998       1999
---------------------------------  --------   --------   --------   --------   --------
<S>                                <C>        <C>        <C>        <C>        <C>
1................................     UVN        UVN        UVN        UVN        UVN
2................................     UVN        UVN        UVN        UVN        UVN
3................................     UVN        UVN        UVN        UVN        UVN
4................................     UVN        UVN        UVN        UVN        UVN
5................................     UVN        UVN        UVN        UVN        UVN
6................................     UVN        UVN        UVN        UVN        UVN
7................................     UVN        UVN        UVN        UVN        UVN
8................................     UVN        UVN        UVN        UVN        UVN
9................................     UVN        UVN        UVN        UVN        UVN
10...............................     UVN        UVN        UVN        UVN        UVN
11...............................     UVN        UVN        UVN        UVN        UVN
12...............................     UVN        UVN        UVN        UVN        UVN
13...............................     UVN        UVN        UVN        UVN        UVN
14...............................     UVN        UVN        UVN        UVN        UVN
15...............................     NBC        UVN        UVN        UVN        UVN
16...............................     UVN        UVN        UVN        UVN        UVN
17...............................     UVN        UVN        UVN        UVN        UVN
18...............................     UVN        ABC        UVN        FOX        UVN
19...............................     UVN        UVN        UVN        UVN        UVN
20...............................     FOX        FOX        UVN        UVN        UVN
                                     ----       ----      -----       ----      -----
Univision share..................     90%        90%       100%        95%       100%
</TABLE>

------------------------

Source: NHTI

                                       5
<PAGE>
THE NETWORK

    The Network is the leading Spanish-language television network in the U.S.
From its operations center in Miami, the Network provides the Company's
affiliates via satellite with 24 hours of Spanish-language programming per
broadcast day with a prime time schedule of substantially all first-run
programming (I.E., no re-runs) throughout the year. The operations center also
provides production facilities for the Network's news and entertainment
programming.

    The Network produces and acquires programs, makes those programs available
to the Company's affiliates and sells network advertising. The full-power O&Os
and full-power Affiliated Stations together reach approximately 6.3 million, or
approximately 73%, of Hispanic Households. The low-power O&Os and low-power
Affiliated Stations (including translators) together reach approximately
546,000, or approximately 6%, of Hispanic Households. The cable affiliates reach
approximately 1,061,000, or approximately 12%, of Hispanic Households.

    Through the Company's ownership of the O&Os, it controls approximately 77%
of the Network's broadcast distribution.

    AFFILIATION AGREEMENTS.  Each Univision affiliate has the right to preempt
(I.E., to decline to broadcast at all or at the time scheduled by the Network),
without prior Network permission, any and all Network programming that it deems
unsatisfactory, unsuitable or contrary to the public interest or to substitute
programming it believes is of greater local interest, provided that the Network
consents to any rescheduling of preempted programming. If a Univision affiliate
preempts a Network program and no suitable substitute broadcast time is mutually
agreed upon, the Network is permitted to offer the program to any other
television station or cable service in the DMA served by such Univision
affiliate.

    Each affiliation agreement grants the Univision affiliate the right of first
refusal to the Network's entire program schedule. The affiliation agreements
generally provide that 50% of all advertising time be retained by the Network
for Network advertising and the other 50% of the time be allocated to the
Univision affiliate for local and national spot advertising. However, this
allocation may be modified at the Company's discretion.

    The Affiliated Stations retain 100% of all local advertising revenues, and
the Network retains 100% of Network advertising revenues.

    The Network from time to time may enter into affiliation agreements with
additional stations in new DMAs based upon its perception of the market for
Spanish-language television and the Hispanic market in the station's DMA.

    CABLE AFFILIATES.  The Network has historically used cable affiliates to
reach communities that could not support a Broadcast Affiliate because of the
relatively small number of Hispanic Households. Cable affiliation agreements may
cover an individual system operator or a multiple system operator. Cable
affiliation agreements are for the most part non-exclusive, thereby giving the
Network the right to license all forms of distribution in cable markets. Cable
affiliates generally receive the Network's programming for a fee based on the
number of subscribers. The Network retains 100% of the allocation of Network
advertising revenues attributable to cable affiliates and provides certain cable
affiliates with two minutes of local advertising time per hour. Cable affiliates
retain 100% of local and national advertising revenues. However, the Company
represents certain cable affiliates in national spot sales for varying fees. See
"--Federal Regulation and New Technologies."

    UNIVISION AFFILIATE COVERAGE AND RANK.  The table below sets forth certain
information with respect to the Company's affiliates' coverage and rank.

                                       6
<PAGE>
       UNIVISION AFFILIATES' COVERAGE AND RANK AMONG HISPANIC HOUSEHOLDS

<TABLE>
<CAPTION>
                                                                                        UNIVISION AFFILIATE'S
                                                                                             RANK AMONG
                                            HISPANIC HOUSEHOLDS       NATIONWIDE          SPANISH-LANGUAGE
                                                COVERED(B)        HISPANIC HOUSEHOLDS        TELEVISION
DMA(A)                           STATION      (IN THOUSANDS)          COVERED(B)           STATIONS(C)(D)
------                           --------   -------------------   -------------------   ---------------------
<S>                              <C>        <C>                   <C>                   <C>
  Los Angeles(1)...............   KMEX             1,503                  17.3%                  1(c)
  New York(2)..................   WXTV             1,031                  11.9                   1(c)
  Miami(3).....................   WLTV               487                   5.6                   1(c)
  San Francisco(4).............   KDTV               348                   4.0                   1(c)
  Chicago(5)...................   WGBO               331                   3.8                   1(c)
  Houston(6)...................   KXLN               326                   3.8                   1(c)
  San Antonio(7)...............   KWEX               318                   3.7                   1(c)
  Dallas/Ft. Worth(8)..........   KUVN               225                   2.6                   1(c)
  Phoenix(10)..................   KTVW               201                   2.3                   1(c)
  Fresno(14)...................   KFTV               176                   2.0                   1(c)
  Sacramento(15)...............   KUVS               173                   2.0                   1(c)
                                                   -----                  ----
FULL-POWER O&OS
  Total full-power O&Os........                    5,119                  59.0
FULL-POWER AFFILIATED STATIONS
  McAllen/Brownsville(9)(e)....   KNVO               208                   2.4                   1(c)
  Albuquerque(12)(e)...........   KLUZ               189                   2.2                   1(c)
  El Paso(13)(e)...............   KINT               178                   2.1                   1(c)
  Denver(16)(e)................   KCEC               138                   1.6                   1(d)
  Corpus Christi(19)(e)........   KORO                99                   1.1                   1(c)
  Boston(23)...................   WUNI                90                   1.0                   1(d)
  Las Vegas(25)(e).............   KINC                72                   0.8                   1(d)
  Salinas/Monterey(26)(e)......   KSMS                61                   0.7                   1(d)
  Laredo(31)(e)................   KLDO                50                   0.6                   1(d)
  Yuma/El Centro(36)(e)........   KVYE                43                   0.5                   1(d)
  Sta Barbara-Sta Maria-San
    Luis Obispo(34)(f).........   KTAS                42                   0.5                   1(d)
                                                   -----                  ----
    Total full-power Affiliated
      Stations.................                    1,170                  13.5
CABLE AFFILIATES(g)............                    1,061                  12.3
DBS Systems(h).................                       78                   0.9
LOW-POWER BROADCAST
  AFFILIATES(h)................                      546                   6.3
                                                   -----                  ----
TOTAL UNIVISION AFFILIATES.....                    7,974                  92.0%
                                                   =====                  ====
</TABLE>

------------------------

(a) Numbers in parenthesis represent Hispanic DMA rank by number of Hispanic
    Households.

(b) Source: Nielsen Media Research, Black & Hispanic DMA Market and Demographic
    Rank, January 2000.

(c) Rank among the Spanish television stations in the DMA. Source NHSI November
    1999. Su-Sa/7a.m-1a.m.

                                       7
<PAGE>
(d) Rank among the Spanish television stations in the DMA. Source Nielsen
    Station Index ("NSI") November 1999. Su-Sa/7a.m-1a.m.

(e) Owned by Entravision.

(f) Source:  Company estimate of Hispanic Households covered by Univision
    affiliate in Santa Barbara DMA based on Nielsen Cable On-Line Data Exchange
    estimates for network satellite direct coverage households in the market.
    This market has approximately 45,000 Hispanic Households, but the Univision
    signal does not reach all of them due to geographic barriers.

(g) Source:  Company estimate derived from Nielsen Cable On-Line Data Exchange,
    January 2000.

(h) Source:  Nielsen Media Research.

GALAVISION NETWORK

    Galavision is the leading U.S. Spanish-language general entertainment basic
cable television network, reaching approximately 10.0 million subscribers, of
whom 2.7 million are Hispanic. According to Nielsen Media Research ("Nielsen"),
Galavision reaches over 54% of all Hispanic Households that subscribe to cable.
In addition, Galavision reaches 6.6 million subscribers through direct broadcast
systems, of whom .1 million are Hispanic. The Company programs Galavision so
that Galavision and the Network generally do not run the same type of show
simultaneously.

    On March 30, 1998, a joint venture between the Company and Home Shopping
Network Capital LLC began broadcasting a Spanish-language television shopping
program in the United States on the Galavision network. As of December 31, 1999,
the Company sold its 50% interest in Home Shopping Network En Espanol LLC to
Home Shopping Network Capital LLC. The home shopping program will continue to
air on Galavision throughout 2000.

PROGRAMMING

    The Company directs its programming primarily toward its young,
family-oriented audience. It begins daily with DESPIERTA AMERICA and talk and
information shows, Monday through Friday, followed by NOVELAS. In the late
afternoon and early evening, the Network offers a talk show, a news-magazine and
national news, in addition to local news provided by the O&Os. Weekend daytime
programming begins with children's programming, followed by sports, variety,
teen lifestyle shows and movies. During prime time, Univision airs NOVELAS,
variety shows, a talk show, comedies, news magazines, lifestyle shows, as well
as specials and movies. Prime time is followed by late news and a late night
talk show.

    Approximately eight to ten hours of programming per weekday, including a
substantial portion of weekday prime time, are currently programmed with NOVELAS
supplied primarily by Televisa and Corporacion Venezolana de Television, C.A and
its affiliates ("Venevision"). Although NOVELAS have been compared to daytime
soap operas on ABC, NBC or CBS, the differences are significant. NOVELAS,
originally developed as serialized books, have a beginning, middle and end,
generally run five days per week, and conclude four to eight months after they
begin. NOVELAS also have a much broader audience appeal than soap operas,
delivering audiences that contain large numbers of men, children and teens in
addition to women.

    The Hispanic population is primarily young and family-oriented. Univision's
programming has been particularly successful with this young audience.
Univision's strongest demographic is among adults aged 18-34. In November 1999,
Sunday through Saturday 7 a.m. to 1 a.m., according to NHTI, Univision had a 30%
share of all Hispanic adults in this age category, which exceeded all other
broadcasters.

    In 1999, the Company derived approximately 36% and 9% of its gross
advertising sales from programs produced by Televisa and Venevision,
respectively, under the amended and restated program license agreements between
the Company and Televisa and the Company and Venevision (the "Program License

                                       8
<PAGE>
Agreements"). Programming supplied by Televisa and Venevision under the Program
License Agreements and programs produced by the Company currently represent in
the aggregate approximately 93% of the Network's non-repeat broadcast hours. The
remainder primarily consists of other programs acquired from independent
third-party suppliers. All programs produced by the Network accounted for
approximately 40% of the Company's gross advertising sales in 1999.

    Univision news programming is generally produced either at the Network
facility in Miami or the local stations. The Network produces an early evening
network newscast seven days per week and a late network newscast, Monday through
Friday. All full-power O&Os produce local newscasts that reflect the communities
they serve.

PROGRAM LICENSE AGREEMENTS

    Through the Program License Agreements, Univision has the first right until
December 2017 to air in the U.S. all Spanish-language programming produced by or
for Televisa and Venevision (with certain exceptions). Televisa, which is the
world's largest producer of Spanish-language television programs, is the leading
media and entertainment company in Mexico with an approximate 78% share of
Mexico's viewing audience during 1999. Venevision is Venezuela's leading
television network with an approximate 57% share of its viewing audience during
1999. The Program License Agreements provide the Network and Galavision with
access to programming to fill up to 100% of their program schedules. Televisa
and Venevision programming represented approximately 36% and 15%, respectively,
of the Network's non-repeat broadcast hours in 1999.

    The Program License Agreements allow the Company long-term access to
Televisa and Venevision programs and the ability to terminate unsuccessful
programs and replace them with other Televisa and Venevision programs without
paying for the episodes that are not broadcast. Accordingly, the Company has
more programs available to it and greater programming flexibility than any of
its competitors. This program availability and flexibility has permitted the
Company to adjust programming to best meet the tastes of its viewers.

    Under the Program License Agreements, Univision may license programming from
Televisa and Venevision that, when added to (i) local programs produced by the
O&Os and used on the Network, (ii) any programs produced by Univision and
(iii) any programs purchased by Univision other than from Televisa and
Venevision, will be sufficient (when including an estimated six hours of repeat
broadcasting in the case of the Venevision agreement) to fill a twenty-four hour
per day, seven day per week time schedule for each of the Network and
Galavision.

    The Company's Televisa and Venevision options are prior to all third
parties' rights to obtain Televisa and Venevision produced programming for
broadcast in the U.S. Generally, Univision also has a right of first refusal to
acquire any program for which Univision did not exercise its option before
Televisa or Venevision can license such program to any third party. Any program
for which Univision elects not to exercise its right of first refusal may be
licensed to third parties for not more than one run over a period of one year
(with one rerun in the case of NOVELAS). Thereafter, such program must be made
available to Univision under the terms described above. To the extent that
Televisa or Venevision uses, or licenses a third party to use, its programming
in the United States in accordance with the terms of the Program License
Agreements, the Company would compete against such entity.

    Televisa and Venevision programs available to Univision are defined under
the Program License Agreements as all programs produced by or for each of them
in the Spanish-language or with Spanish subtitles other than programs for which
they do not own U.S. broadcast rights or as to which third parties have a right
to a portion of the revenues from U.S. broadcasts ("Co-produced Programs").
Televisa and Venevision have also agreed through their affiliates to use their
best efforts to coordinate with Univision to permit Univision to acquire U.S.
Spanish-language rights to certain Co-produced Programs and to special

                                       9
<PAGE>
events produced by others, sporting events, political conventions, election
coverage, parades, pageants and variety shows.

    In consideration of access to the programming of Televisa and Venevision,
the Company pays Televisa and Venevision aggregate royalties based upon time
sales of Univision Television Group, Inc. ("UTG"), the Network and Galavision
from broadcasting, including barter, trade, and television subscription
revenues, less advertising commissions, certain special event revenues, music
license fees, outside affiliate compensation and taxes other than withholding
taxes ("Combined Net Time Sales"). Aggregate royalties to Televisa and
Venevision are 15% of Combined Net Time Sales. The program royalty percentage
based on net revenues and Combined Net Time Sales differ because net revenue
includes certain revenues that are not subject to the Program License
Agreements. The Network is obligated to pay such aggregate royalties to Televisa
and Venevision each year throughout the term regardless of the amount of
Televisa and Venevision programming used by the Company.

    The Program License Agreements are between affiliates of the Company,
Televisa and Venevision and the performance of their affiliates has been
unconditionally guaranteed by the Company, Televisa and Venevision,
respectively. Pursuant to their respective guarantees, Televisa has agreed to
use commercially reasonable efforts to continue to produce programs available to
the Network at least to the same extent in terms of quality and quantity as in
calendar years 1989, 1990 and 1991 and Venevision has agreed to use commercially
reasonable efforts to produce or acquire programming sufficient to enable its
affiliate to provide at least nine hours per day of programs to the Network to
satisfy such affiliate's obligations under its Program License Agreement.

    In addition, Televisa, with several partners, each of whom has substantial
assets, operates a direct broadcast satellite ("DBS") venture, which has a
variety of program services. Televisa is required to offer the Company the
opportunity to acquire a 50% economic interest in Televisa's interest in the
joint venture to the extent it relates to United States Spanish-language
broadcasting. While the Company believes that it will be offered such an
interest, the Company has not received any indication as to what the business
terms relating to such interest would be. Accordingly, the Company is not in a
position to state whether it would accept such an offer. If the venture secures
a significant viewership among Hispanic Households, it could have a material
adverse effect on Univision's financial condition and results of operations,
even if Univision decides to acquire this 50% economic interest.

    Televisa asserts that the terms and conditions of its Program License
Agreement with Univision allow it, under certain circumstances, to provide any
DBS venture uplinking in Mexico for distribution in the United States with
Televisa program services which contain programs to which Univision believes it
has an exclusive first option in the United States. Univision disagrees with
Televisa's assertion and has notified Televisa of its intention to enforce its
rights by all appropriate means including, if necessary, legal action, if
Televisa provides such programs to any such DBS venture. There can be no
assurance that Televisa will desist from providing such programming to its or
other DBS ventures, or, if Televisa were not to desist, that Univision would
prevail in court.

THE O&OS

    The Company owned and operated 12 full-power O&Os as of December 31, 1999,
11 of which broadcast Network programming, produce local news and other
programming of local importance, cover special events and may acquire programs
from other suppliers. UTG acts as the representative of the Company's affiliates
for national spot sales and receives a commission of 15% of net revenues after
agency commission in return for such services from its Affiliated Stations. The
Company's Bakersfield full-power station is a UPN affiliate. Each of the
full-power Network-affiliated O&Os is the leading Spanish-language television
station in its DMA.

                                       10
<PAGE>
    As shown on the following table, two of the full-power O&Os owned by the
Company rank as the top station in their respective DMAs in the November 1999
NSI survey.

FULL-POWER O&OS' COVERAGE AND RANK AMONG HISPANICS

<TABLE>
<CAPTION>
                                                                                                      UNIVISION    ADULTS 18 TO
                                                                                                        SHARE           49
                           DMA RANK        2000 HISPANIC    2000 HISPANIC     HISPANIC    SPANISH-   OF SPANISH-      TOTAL
                         (BY HISPANIC        HOUSEHOLDS       POPULATION     HOUSEHOLD    LANGUAGE    LANGUAGE       AUDIENCE
DMA                    HOUSEHOLDS)(A)(B)   (IN THOUSANDS)   (IN THOUSANDS)   DENSITY(C)    USE(D)    VIEWING(E)      RANK(F)
---                    -----------------   --------------   --------------   ----------   --------   -----------   ------------
<S>                    <C>                 <C>              <C>              <C>          <C>        <C>           <C>
Los Angeles..........           1              1,503            5,997           28.7%       20.2%         63%(g)        3
New York.............           2              1,031            3,225           15.0        10.7          85            7
Miami................           3                487            1,388           33.8        28.7          91 (h)        1
San Francisco........           4                348            1,233           14.4         8.5          84            6
Chicago..............           5                331            1,198           10.3         7.7          78            7
Houston..............           6                326            1,127           19.1        12.5          87            6
San Antonio..........           7                318            1,021           46.5        23.1          85            5
Dallas/Ft. Worth.....           8                225              791           11.2         7.2          83            7
Phoenix..............          10                201              688           14.5         8.5          95            7
Fresno...............          14                175              662           34.3        23.0          90            1
Sacramento...........          15                173              599           14.9         8.3         100            7
</TABLE>

------------------------

(a) The other DMAs ranked among the top fifteen by number of Hispanic Households
    are McAllen/ Brownsville (9th), San Diego (11th), Albuquerque (12th) and El
    Paso (13th).

(b) Source:  Nielsen Media Research, Black & Hispanic DMA Market and Demographic
    Rank, January 2000 estimates. In deriving its figures, Nielsen only counts
    persons present in Hispanic Households.

(c) Percentage of total households that are Hispanic Households. Source: Nielsen
    Media Research, Black & Hispanic DMA Market and Demographic Rank, January
    2000.

(d) Represents where the Spanish language is spoken at least 50% of the time by
    adults (includes Spanish dominant and bilingual) as a percent of the total
    DMA Households. Source: Nielsen Enumeration Study 2000, which sets forth
    demographic attributes of Hispanic population.

(e) Source:  NHSI, adults 18 to 49, November 1999, Sunday to Saturday, 7 a.m. to
    1 a.m.

(f) Source: NSI, adults 18 to 49, November 1999, Sunday to Saturday, 7 a.m. to 1
    a.m.

(g) The Los Angeles market has four full-power Spanish-language television
    stations, KRCA only broadcasts part-time in Spanish.

(h) The Miami market has four Spanish-language television stations.

    Set forth below is information, including ratings and performance
information based on most recently available data, for the Company's top six
O&Os.

    LOS ANGELES.  The Los Angeles DMA has the largest Hispanic population in the
U.S., estimated by Nielsen to be 6.0 million people as of the beginning of 2000,
and is the second largest U.S. television market overall. The Hispanic
population in Los Angeles represents 39% of that DMA's total population and 20%
of the total U.S. Hispanic population.

    In November 1999, the Company's Los Angeles O&O, Univision-KMEX, posted a
63% share of the viewers tuned to Spanish-language television from 7 a.m. to
1 a.m. Sunday through Saturday, while Telemundo-KVEA posted a 19% share and KWHY
posted a 18% share. One other full-power station in

                                       11
<PAGE>
the Los Angeles DMA broadcasts part-time in Spanish. Compared to all general
market television stations in the November 1999 NSI Report, KMEX was first in
adults aged 18 to 34 ratings, as well as fourth in adults aged 18 to 49 ratings
and was sixth in households in the Los Angeles DMA Sunday through Saturday
7 a.m. to 1 a.m. A total of 16 commercial television stations currently operate
in the Los Angeles DMA. Some of these stations simulcast their news programs and
certain entertainment programs in both English and Spanish. In addition, Nielsen
estimates that cable penetration among Hispanic Households in the Los Angeles
DMA is 48%.

    NEW YORK.  The New York DMA has the second largest Hispanic population in
the U.S., estimated by Nielsen to be 3.2 million people at the beginning of
2000, and is the largest U.S. television market overall. The Hispanic population
in New York represents 18% of that DMA's total population and 11% of the total
U.S Hispanic population.

    In November 1999, Univision-WXTV was the leading Spanish-language station
with an 85% share of the audience watching Spanish-language television (7 a.m.
to 1 a.m. Sunday through Saturday). While Univision-WXTV broadcasts full time in
Spanish, Telemundo-WNJU airs some paid programming and programs in other
languages. Compared to all general market television stations in the
November 1999 NSI Report, WXTV ranked sixth in adults aged 18 to 34 ratings and
ranked seventh in adults aged 18 to 49, Sunday through Saturday, 7 a.m. to
1 a.m. A total of 14 commercial television stations service the New York DMA.
According to Nielsen, cable penetration among Hispanic Households in the New
York DMA is approximately 68%.

    MIAMI.  The Miami DMA has the third largest Hispanic population in the U.S.,
estimated by Nielsen to be 1.4 million people as of the beginning of 2000, and
is the sixteenth largest U.S. television market overall. The Hispanic population
in Miami represents 38% of that DMA's total population and 5% of the total U.S.
Hispanic population.

    In November 1999, the Company's Miami O&O, Univision-WLTV, had an 91% share
of the audience watching Spanish-language television from 7 a.m. to 1 a.m.,
Sunday through Saturday. Compared to all general market television stations in
the November 1999 NSI Report, WLTV was in first place in adults aged 18 to 34,
adults aged 18 to 49 and adults aged 25 to 54 ratings and placed first in
households in the Miami market Sunday through Saturday, 7 a.m. to 1 a.m.. WLTV
is fully competitive with all English-language stations in the Miami DMA in all
major dayparts. A total of 14 commercial television stations service the Miami
DMA. In addition to Univision-WLTV and Telemundo-WSCV, two other television
stations show some Spanish-language programming. According to Nielsen, cable
penetration among Hispanic Households in Miami is approximately 70%.

    SAN FRANCISCO.  The San Francisco DMA has the fourth largest Hispanic
population in the U.S. estimated by Nielsen to be 1.2 million people as of the
beginning of 2000; and is the fifth largest television market overall. The
Hispanic population of San Francisco represents 19% of the DMA's total
population and 4% of the total U.S. Hispanic population.

    In November 1999 the Company's San Francisco O&O, Univision-KDTV, had an 84%
share of the audience watching Spanish-language television from 7 a.m. to
1 a.m. Sunday through Saturday. KDTV has one Spanish-language competitor,
Telemundo-KSTS. Compared to all general market television stations in the San
Francisco DMA in the November 1999 NSI report KDTV ranked sixth among adults
aged 18-34 and sixth in adults aged 18-49. KDTV is fully competitive with
certain English-language stations in delivering young adult demographics in the
San Francisco DMA. A total of 16 commercial television stations service the San
Francisco DMA. According to Nielsen the cable penetration among Hispanic
Households in San Francisco is approximately 68%.

    CHICAGO.  The Chicago DMA has the fifth largest Hispanic population in the
U.S., estimated by Nielsen to be 1.2 million people at the beginning of 2000,
and is the third largest U.S. television market

                                       12
<PAGE>
overall. The Hispanic population in Chicago represents 14% of that DMA's
population and 4% of the total U.S. Hispanic population.

    In November 1999, Univision-WGBO posted a 78% share of the audience watching
Spanish-language television 7 a.m. to 1 a.m., Sunday through Saturday. WGBO has
one Spanish-language competitor, Telemundo-WSNS. Compared to all general market
television stations in the Chicago DMA in the November 1999 NSI report, WGBO
ranked sixth among adults 18-34 and seventh among adults 18-49. WGBO is fully
competitive with certain English-language stations in the delivery of young
demographics in the Chicago DMA, particularly adults aged 18 to 34. A total of
13 television stations service the Chicago DMA. According to Nielsen, cable
penetration among Hispanic Households in Chicago is approximately 52%.

    HOUSTON.  Houston has the sixth largest Hispanic population in the U.S.,
estimated by Nielsen to be 1.1 million people as of the beginning of 2000, and
is the eleventh largest U.S. television market overall. The Hispanic population
in Houston represents 25% of that DMA's total population and 4% of the total
U.S. Hispanic population.

    In November 1999, Univision-KXLN posted an 87% share of the audience
watching Spanish-language television 7 a.m. to 1 a.m., Sunday through Saturday.
KXLN has one Spanish-language competitor, the Telemundo affiliate KTMD. Compared
to all general market television stations in the Houston DMA in the
November 1999 NSI Report, KXLN was ranked first in the delivery of adults aged
18 to 34 and sixth in adults aged 18 to 49, Sunday through Saturday, 7 a.m. to
1 a.m. A total of 14 commercial television stations service the Houston DMA.
According to Nielsen, cable penetration among Hispanic Households in Houston is
approximately 44%.

    The Company exercises its "must carry" rights in each DMA in which it
operates a full-power O&O.

    Univision's seven low-power O&Os are located in Austin, Bakersfield, Fort
Worth, Hartford, Philadelphia, Santa Rosa and Tucson. The low-power O&Os, in the
aggregate, accounted for approximately 1% of the Company's net revenues in 1999
and approximately 2% of the Network broadcast distribution.

ADVERTISING

    The Company's top 10 advertisers for 1999 were General Motors, Procter &
Gamble, MCI Communications, AT&T, Americatel, Sears, McDonald's, Ford Division,
Toyota and Anheuser Busch, most of which have substantially increased
advertising commitments to the Company during the last five years. During the
last five years, no single advertiser has accounted for more than 10% of the
Company's gross advertising revenues. Approximately 98% of Univision's gross
revenues for 1999 and 1998 consisted of Network, national spot, local and
Galavision advertising revenues.

    None of the O&Os currently receives its proportionate share of advertising
revenues commensurate with its audience share. The Company focuses much of its
sales efforts on demonstrating to advertisers its ability to reach the Hispanic
audience in order to narrow the gap between its share of advertising revenues
and its audience share.

    NETWORK ADVERTISING.  Network advertising revenues represented 52.7% and
51.1% of the Company's gross revenues in 1999 and 1998, respectively. The
Company attracts advertising expenditures from diverse industries, with
advertising for food and beverages, personal care products, automobiles, other
household goods and telephone services representing the majority of Network
advertising.

    SPOT ADVERTISING.  National spot advertising represents time sold to
national and regional advertisers based outside a station's DMA. National spot
advertising revenues represented 17.2% and 17.6% of the Company's gross revenues
for 1999 and 1998, respectively. National spot advertising primarily comes from
new advertisers wishing to test a market and advertisers who are regional
retailers and manufacturers without national distribution. To a lesser degree,
national spot advertising comes from advertisers who

                                       13
<PAGE>
have the need to enhance network advertising in a given market. National spot
advertising is the means by which most new national and regional advertisers
begin marketing to Hispanics.

    LOCAL ADVERTISING.  Local advertising revenues are generated by both local
merchants and service providers and regional and national businesses and
advertising agencies located in a particular DMA. Local advertising revenues
represented 28.2% and 29.5% of the Company's gross revenues for 1999 and 1998,
respectively.

MARKETING

    The Company's account executives are divided into three groups: network
sales; national spot sales; and local sales. The account executives responsible
for network sales target and negotiate with accounts that advertise nationally.
The national spot sales force represents broadcast affiliates for all sales
placed from outside their respective DMAs. The local sales force represents an
O&O for all sales placed from within its DMA.

    In addition, the Company's sales department utilizes research, including
both ratings and demographic information analyzed by the Company's research
department, to negotiate sales contracts as well as target major national
advertisers that are not purchasing advertising time or who are under-purchasing
advertising time on Spanish-language television.

    The Company maintains Network and national sales offices in Atlanta,
Chicago, Dallas, Detroit, Irvine (California), Los Angeles, Miami, New York, San
Antonio and San Francisco.

    Univision Online, Inc., a newly formed subsidiary, expects to launch an
internet portal directed at Hispanics in the United States, Mexico and Latin
America by the middle of 2000. Univision Online will also be an internet service
provider.

COMPETITION

    The broadcasting and cable business is highly competitive. Competition for
advertising revenues is based on the size of the market that the particular
medium can reach, the cost of such advertising and the effectiveness of such
medium. The Company believes that it is competitive in the size of market it
reaches and the cost and effectiveness of advertising time it sells.

    The Company competes for viewers and revenues with other Spanish-language
and English-language television stations and networks, including the four
principal English-language television networks, ABC, CBS, NBC and Fox, and in
certain cities, UPN and WB. Certain of these English-language networks and
others have begun producing Spanish-language programming and simulcasting
certain programming in English and Spanish. Several cable broadcasters have
recently commenced or announced their intention to commence, Spanish-language
services as well. The Company also competes for viewers and revenues with
independent television stations, other video media, suppliers of cable
television programs, direct broadcast systems, newspapers, magazines, radio and
other forms of entertainment and advertising. The Company's affiliates located
near the Mexican border also compete for viewers with television stations
operated in Mexico, many of which are affiliated with a Televisa network and
owned by Televisa.

    The Company's Restated Certificate of Incorporation allows the Company to
engage in all media related business. However, neither Televisa nor Venevision
will be required to offer opportunities to the Company other than those
involving Spanish-language television broadcasting or a Spanish-language
television network in the United States. Consequently, the Company could compete
directly with Televisa and Venevision, two of its principal stockholders, in
other media and languages. Televisa currently publishes and distributes
Spanish-language publications and sells Spanish-language recorded music in the
United States.

                                       14
<PAGE>
    Telemundo is the Company's largest competitor that broadcasts
Spanish-language television programming. As of December 31, 1999, Telemundo
served 64 markets in the United States as well as the Puerto Rican market, and
reached approximately 85% of all Hispanic Households. In most of the Company's
DMAs, the Univision affiliate competes directly with a station owned by or
affiliated with Telemundo. In August 1998, a venture formed by Apollo Investment
Fund III L.P., Bastion Capital Fund L.P., the Sony Pictures Entertainment unit
of Sony Corp. and Liberty Media Corporation acquired Telemundo.

    The rules and policies of the Federal Communications Commission ("FCC") also
encourage increased competition among different electronic communications media.
As a result of rapidly developing technology, the Company may experience
increased competition from other free or pay systems by which information and
entertainment are delivered to consumers, such as direct broadcast satellite and
video dial tone services.

MATERIAL PATENTS, TRADEMARKS, LICENSES, FRANCHISES AND CONCESSIONS

    In the course of its business, the Company uses various trademarks, trade
names and service marks, including its logos in its advertising and promotions.
The Company believes the strength of its trademarks, trade names and service
marks are important to its business and intends to continue to protect and
promote its marks as appropriate. The Company does not hold or depend upon any
material patent, government license, franchise or concession, except the
licenses granted by the FCC to the O&Os.

EMPLOYEES

    As of December 31, 1999, the Company employed approximately 1,850 full-time
employees. At December 31, 1999, approximately 13% of the Company's employees,
located in Chicago, Fresno, Los Angeles, San Francisco and New York were
represented by unions.

    The collective bargaining agreement covering the union employees expire at
the Chicago O&O in February 2000 and is currently being negotiated. The Los
Angeles O&O has two collective bargaining agreements, one expired in
January 1999 and the other expires March 31, 2000; both are currently being
negotiated. The New York O&O is currently negotiating three collective
bargaining agreements, two of which expired in May and December 1999. The
collective bargaining agreement covering the union employees expires at the San
Francisco O&O in May 2002. The Fresno O&O is currently negotiating a collective
bargaining agreement.

    Management believes that its relations with its non-union and union
employees, as well as with the union representatives, are good.

FEDERAL REGULATION AND NEW TECHNOLOGIES

    The ownership, operation and sale of TV stations, including those licensed
to subsidiaries of the Company, are subject to the jurisdiction of the FCC under
authority granted it pursuant to the Communications Act of 1934, as amended (the
"Communications Act"). Matters subject to FCC oversight include, but are not
limited to, the assignment of frequency bands for broadcast television; the
approval of a TV station's frequency, location and operating power; the
issuance, renewal, revocation or modification of a TV station's FCC license; the
approval of changes in the ownership or control of a TV station's licensee; the
regulation of equipment used by TV stations; and the adoption and implementation
of regulations and policies concerning the ownership, operation, and employment
practices of TV stations. The FCC has the power to impose penalties, including
fines or license revocations, upon a licensee of a TV station for violations of
the FCC's rules and regulations.

    PROGRAMMING AND OPERATION.  The Communications Act requires broadcasters to
serve the "public interest." Since the late 1970s, the FCC gradually has relaxed
or eliminated many of the more formalized procedures it had developed to promote
the broadcast of certain types of programming responsive to the

                                       15
<PAGE>
needs of a station's community of license. However, broadcast station licensees
continue to be required to present programming that is responsive to local
community problems, needs and interests and to maintain certain records
demonstrating such responsiveness. Complaints from viewers concerning a
station's programming often will be considered by the FCC when it evaluates
license renewal applications of a licensee, although such complaints may be
filed at any time and generally may be considered by the FCC at any time.
Stations also must follow various rules promulgated under the Communications Act
that regulate, among other things, political advertising, sponsorship
identifications, the advertisement of contests and lotteries, programming
directed to children, obscene and indecent broadcasts, and technical operations,
including limits on radio frequency radiation.

    LICENSE RENEWAL.  Under FCC rules adopted in January 1997 to implement the
Telecommunications Act of 1996 (the "Telecom Act"), television station licenses
generally will be issued for an initial period of eight years, subject to
renewal upon application therefor. The FCC will ordinarily renew broadcast
licenses for the maximum eight-year term (subject to short-term renewals in
certain circumstances, such as those involving serious violations of FCC rules
by the licensee). These changes apply to all license renewals granted after the
date the new rules were adopted (regardless of when the renewal application was
filed), as well as retroactively to licenses for which the renewal application
was filed on or after October 1, 1995 if the renewal was granted prior to the
date the new rules were adopted.

    With respect to broadcast renewal applications filed after May 1, 1995, the
FCC adopted new rules on April 12, 1996 to implement certain statutory changes
effected by the Telecom Act. Under these new rules, no person may submit a
competing application for the frequency licensed to the renewal applicant unless
and until the FCC has determined that the incumbent is not qualified to continue
to hold the license. However, during a certain period while the renewal
application is still pending, petitions to deny the renewal application may be
filed with the FCC. In recent years, representatives of various community groups
and others often have filed petitions to deny renewal applications of broadcast
stations. The FCC will grant the renewal application and dismiss the petitions
to deny if it determines that the licensee meets statutory renewal standards
based on a review of the preceding license term.

                                       16
<PAGE>
    Set forth below are the license expiration dates of each O&O station:

                      O&O STATION LICENSE EXPIRATION DATES

<TABLE>
<CAPTION>
DMA                                            STATION LICENSE   EXPIRATION DATE
---                                            ---------------   ---------------
<S>                                            <C>               <C>
Austin.......................................  K30CE-LP(a)           8/01/06(b)
Bakersfield..................................  KUVI                 12/01/06
Bakersfield..................................  KABE-LP(a)           12/01/06(c)
Chicago......................................  WGBO                 12/01/05
Dallas/Fort Worth............................  KUVN                  8/01/06
Dallas/Fort Worth............................  KUVN-LP(a)            8/01/06(d)
Fresno--Visalia..............................  KFTV                 12/01/06
Hartford & New Haven.........................  W47AD-LP(a)           4/01/07(c)
Houston......................................  KXLN                  8/01/06
Los Angeles..................................  KMEX                 12/01/06
Miami--Fort Lauderdale.......................  WLTV                  2/01/05
New York.....................................  WXTV                  6/01/07
Philadelphia.................................  WXTV-LP(a)            8/01/07(e)
Phoenix......................................  KTVW                 10/01/06
Sacramento--Stockton--Modesto................  KUVS                 12/01/06
San Antonio..................................  KWEX                  8/01/06
San Francisco--Oakland--San Jose.............  KDTV-LP(a)           12/01/06(c)
San Francisco--Oakland--San Jose.............  KDTV                 12/01/06
Tucson (Nogales).............................  KUVE-LP(a)           10/01/06(c)
</TABLE>

------------------------

(a) Low-power O&O station.

(b) This station is subject to displacement from its channel upon the
    commencement of operations of a digital broadcast station. An application
    has been filed by the Company with the FCC for permanent authority to
    operate on an alternate channel. This application remains pending.

(c) This station is subject to displacement from its channel upon the
    commencement of operations of a digital broadcast station. An application
    has been filed by the Company with the FCC for permanent authority to
    operate on an alternate channel. However, one or more other parties have
    filed similar applications that conflict with the station's displacement
    application. This matter is pending.

(d) This station is subject to displacement from its channel upon the
    commencement of operations of a digital broadcast station. An application
    has been filed by the Company with the FCC for permanent authority to
    operate on an alternate channel. However, that application is in conflict
    with the application of a digital broadcast station. If the Company is
    unable to resolve the conflict, the Company's displacement application will
    be dismissed.

(e) The Philadelphia station has been displaced from its channel by the
    commencement of operations of a digital broadcast station and is operating
    on Channel 28 pursuant to a special temporary authorization. An application
    for permanent authority to operate on Channel 28 has been filed by the
    Company with the FCC. A Petition to Deny has been filed against the
    application. This matter remains pending.

    In each case, renewal applications must be filed with the FCC at least four
months before the expiration date of the license, and any petitions to deny must
be filed at least one month prior to the expiration date. The FCC usually does
not act on renewal applications until after the expiration date, and in the
interim, the licenses remain in effect. The Company is not aware of any reason
why any of its license renewal applications timely filed with the FCC would not
be granted.

                                       17
<PAGE>
    OWNERSHIP RESTRICTIONS.  The Communications Act prohibits the assignment of
a broadcast license or the transfer of control of a broadcast license without
prior FCC approval. The Communications Act also generally prohibits a licensee
from having more than 20% of its capital stock owned or voted by foreign
nationals (including entities organized under the laws of a foreign country),
foreign governments, or the representatives of either (each a "Foreign
Interest"). A licensee may not be organized under the laws of a foreign country.
Any company that directly or indirectly controls a broadcast licensee may not
have more than 25% of its capital stock owned or voted by Foreign Interests if
the FCC finds that the public interest will be served by the refusal or
revocation of such license. The FCC has interpreted this provision to require an
affirmative public interest finding before a broadcast license may be granted to
or held by any such licensee that is controlled by a company whose foreign-held
capital stock exceeds such 25% benchmark. The FCC has rarely made such an
affirmative finding. The FCC has issued interpretations of existing law under
which these restrictions in modified form apply to other forms of business
organizations, including partnerships. As presently organized, the Company
complies with the FCC's foreign ownership restrictions. In particular, the
Company's Restated Certificate of Incorporation contains provisions that permit
the Company to redeem any shares of capital stock, other than Class T and
Class V Common Stock, owned by Foreign Interests and to take other actions
necessary to ensure its compliance with the foreign ownership restrictions of
the Communications Act and related FCC rules.

    Until recently, the FCC's "multiple ownership" rules generally provided that
a license for a television station would not be granted if the applicant (or a
party with an "attributable interest" in the applicant) owned, or had an
"attributable interest" in, another station of the same type which covered a
similar service area. As directed by the Telecom Act, the FCC conducted various
rulemaking proceedings to determine whether to change its attribution rules and
whether to retain, modify, or eliminate its limitations on the number of
television stations that a person or entity may own, operate, or control, or
have an "attributable interest" in, within the same television market. Under its
previous duopoly regulations, the FCC prohibited ownership interests in
television stations with overlapping signals of specified strengths. In
August 1999, the FCC released an order to relax this prohibition, permitting,
under certain conditions, common ownership of television stations within a
common geographic area. Specifically, the FCC modified its rules to allow common
ownership of two television stations, regardless of signal contour overlap, as
long as the stations are in two different DMAs. The FCC will continue its
practice of allowing common television ownership in the same DMA if there is no
Grade B contour overlap. The FCC will also allow common ownership of two
television stations in the same DMA as long as eight separately-owned full-power
commercial and non-commercial television stations will remain after the
transaction to place the two stations under common ownership is completed,
provided that at least one of the stations in the transaction is not among the
top-four rated stations in the market. In addition, the FCC will consider
granting duopoly rule waivers to permit common ownership of two television
stations in the same market in cases in which a same-market licensee is the only
reasonably available buyer and the station being acquired is either "failed,"
"failing," or "unbuilt."

    The FCC has conformed its national television station multiple ownership
rules with the Telecom Act. Specifically, a single entity may hold "attributable
interests" in an unlimited number of U.S. television stations provided that
those stations operate in markets containing cumulatively no more than 35% of
the television homes in the United States. For this purpose, only 50% of the
television households in a market are counted towards the 35% national
restriction if the owned station is a UHF station (as are the O&O stations). An
FCC rulemaking is under way to address how to measure audience reach, including
whether to alter the "UHF discount," as part of the FCC's biennial review of the
broadcast rules mandated by the Telecom Act. None of the principal stockholders
presently holds attributable interests in any other U.S. television stations.

    The FCC's rules provide that, with certain exceptions, the power to vote or
control the vote of 5% or more of the outstanding voting power of a licensee is
the test for determining whether an entity has an "attributable interest" in a
licensee's stations for purposes of the multiple ownership rules. However, the

                                       18
<PAGE>
FCC's rules permit certain passive institutional investors (I.E., qualifying
investment companies, insurance companies or bank trust departments) to vote or
control the vote of up to 20% of the outstanding voting power of a broadcast
company before they will be deemed to have an "attributable interest." In
August 1999, the FCC adopted a new "equity/debt plus" attribution rule, which
will make attributable the interests of any party that holds a financial
interest, whether equity or debt or some combination thereof, in excess of 33%
of a licensee's total capital if such holder is either a significant program
supplier to the licensee or if such holder has another media interest in the
same market.

    The FCC has conformed its "dual network rule" with the Telecom Act. Under
this new rule, a broadcast licensee may affiliate with an entity that maintains
two or more networks of television broadcast stations unless such multiple
networks are composed of (i) two or more network entities meeting a specific
definition of a network as of February 8, 1996, or (ii) a network meeting such
definition and certain other English-language program distribution services. The
Network does not fall into either category.

    The FCC will allow a party to own a television station (and a second
television station, if otherwise permitted under the new television duopoly
rule) along with any of the following radio station combinations in the same
market: (i) up to six radio stations (any combination of AM and FM stations that
complies with the local radio ownership rule) if at least 20 independent media
voices would exist in the market after the transaction creating the
television-radio combination; (ii) up to four radio stations (in compliance with
local radio ownership rules) if at least 10 independent media voices would exist
in the market after the transaction; or (iii) one radio station regardless of
the number of independent media voices remaining in the market after the
transaction. In those markets where a party owns only one television station and
there would be at least 20 independent media voices in the market after the
transaction, the FCC will allow common ownership of the television station and
seven radio stations (again, in compliance with local radio ownership rules).
The FCC will also allow waivers of the radio/TV cross-ownership rule in certain
cases in which one of the stations in the proposed transaction is a failed
station. At present, the FCC imposes no limits on the number of radio stations
that may be directly or indirectly owned nationally by a single entity.

    A number of television stations have entered into local marketing agreements
("LMAs"). While these agreements may take varying forms, pursuant to a typical
LMA, separately owned and licensed television stations agree to enter into
cooperative arrangements of varying sorts, subject to compliance with the
requirements of antitrust laws and with the FCC's rules and policies. Under
these types of arrangements, separately owned stations agree to function
cooperatively in terms of programming, advertising sales, etc., subject to the
requirement that the licensee of each station maintain independent control over
the programming and operations of its own station. One typical type of LMA is a
programming agreement between two separately owned television stations serving a
common service area, whereby the licensee of one station programs substantial
portions of the broadcast day on the other licensee's station, subject to
ultimate editorial and other controls being exercised by the latter licensee,
and sells advertising time during such program segments. At present, FCC rules
permit television station LMAs, but the licensee of a television station
brokering more than 15% of the time on another television station in its market
is generally considered to have an attributable interest in the brokered
station.

    Some television stations have entered into cooperative arrangements commonly
known as joint sales agreements ("JSAs"). While these agreements may take
varying forms, under the typical JSA, a station licensee obtains, for a fee, the
right to sell substantially all of the commercial advertising on a separately-
owned and licensed station in the same market. The typical JSA also customarily
involves the provision by the selling licensee of certain sales, accounting, and
"back office" services to the station whose advertising is being sold. The
typical JSA is distinct from an LMA in that a JSA (unlike an LMA) normally does
not involve programming. The FCC has determined that issues of joint advertising
sales should be left to enforcement by antitrust authorities, and therefore does
not generally regulate joint sales practices between stations. Currently,
stations for which a licensee sells time under a JSA are not deemed by the FCC
to be attributable interests of that licensee.

                                       19
<PAGE>
    NETWORK AFFILIATE ISSUES.  Several FCC rules impose restrictions on network
affiliation agreements. Among other things, those rules prohibit a television
station from entering into any affiliation agreements that (i) require the
station to clear time for network programming that the station had previously
scheduled for other use, (ii) preclude the preemption of any network programs
that the station believes are unsuitable for its audience, or (iii) preclude the
station from substituting for network programming a program that it believes is
of greater local or national importance.

    In addition, the FCC is currently reviewing several of its rules governing
the relationship between broadcast television networks and their affiliates.
Specifically, the FCC is reviewing the following four rules: (i) the "right to
reject rule," which provides that affiliation arrangements between a broadcast
network and a broadcast licensee generally must permit the licensee to reject
programming provided by the network, (ii) the "time option rule," which
prohibits arrangements whereby a network reserves an option to use specified
amounts of an affiliate's broadcast time, (iii) the "exclusive affiliation
rule," which prohibits arrangements that forbid an affiliate from broadcasting
the programming of another network, and (iv) the "network territorial
exclusivity rule," which proscribes arrangements whereby a network affiliate may
prevent other stations in its community from broadcasting programming the
affiliate rejects, and arrangements that inhibit the ability of stations outside
of the affiliate's community to broadcast network programming.

    The FCC's so-called "spot sale rule" prohibits a network from representing
its affiliates in the sale of non-network advertising time unless such
affiliates are owned by or under common control with the network. In late 1990,
the FCC granted a permanent waiver to the Company's predecessor permitting
non-owned and operated affiliates of the Network to be represented by the
Network in the spot sales market. In 1992, as part of its approval of the
acquisition of the Network and UTG, excluding the Chicago, Houston, Sacramento
and Bakersfield O&Os, the FCC granted the Company's request to extend the
permanent waiver of the spot sale rule so as to permit the Network to continue
to act as a national sales representative for each Univision affiliate.
Beginning in 1998, the Company's national spot sales team was transferred to
UTG.

    OTHER MATTERS.  Effective January 1, 1990, the FCC reimposed syndicated
exclusivity rules and expanded the existing network non-duplication rules. The
syndicated exclusivity rules allow local broadcast stations to require that
cable television operators black out certain syndicated, non-network programming
carried on "distant signals" (I.E., signals of broadcast stations, including
so-called superstations, that serve areas substantially removed from the local
community). Under certain circumstances, the network non-duplication rule allows
local broadcast network affiliates to require that cable television operators
black out duplicative network broadcast programming carried on more distant
signals.

    The FCC has adopted regulations effectively requiring television stations to
broadcast a minimum of three hours per week of programming designed to meet
specifically identifiable educational and informational needs, and interests, of
children. The FCC has also placed limits upon the amount of commercialization
during, and adjacent to, television programming intended for an audience of
children ages 12 and under. Present FCC regulations require that each television
station licensee appoint a liaison responsible for children's programming.
Information regarding children's programming and commercialization during such
programming is required to be compiled quarterly and made available to the
public. This programming information is also required to be filed with the FCC
annually.

    The Cable Television Consumer Protection and Competition Act of 1992 (the
"1992 Cable Act") requires television broadcasters to make an election to
exercise either "must-carry" or "retransmission consent" rights in connection
with the carriage of television stations by cable television systems in the
station's local market. If a broadcaster chooses to exercise its must-carry
rights, it may demand carriage on certain channels on cable systems within its
market, which, in some circumstances, may be denied. Must-carry rights are not
absolute, and their exercise is dependent on variables such as the number of
activated channels on and the location and size of the cable system and the
amount of duplicative

                                       20
<PAGE>
programming on a broadcast station. If a broadcaster chooses to exercise its
retransmission consent rights, it may prohibit cable systems from carrying its
signal, or permit carriage under a negotiated compensation arrangement.

    ADVANCED TELEVISION TECHNOLOGY.  At present, U.S. television stations
broadcast signals using the "NTSC" system, named for the National Television
Systems Committee, an industry group established in 1940 to develop the first
U.S. television technical broadcast standards. The FCC in late 1996 approved a
digital television ("DTV") technical standard to be used by television
broadcasters, television set manufacturers, the computer industry and the motion
picture industry. This digital television standard will allow the simultaneous
transmission of multiple streams of digital data on the bandwidth presently used
by a normal analog channel. It will be possible to broadcast one "high
definition" channel ("HDTV") with visual and sound quality superior to
present-day television or several "standard definition" channels ("SDTV") with
digital sound and pictures of a quality slightly better than present television;
to provide interactive data services, including visual or audio transmission, or
multiple channels simultaneously; or to provide some combination of these
possibilities on the multiple channels allowed by DTV. The FCC has already
allocated to most existing full-power television stations one additional channel
to be used for DTV during the transition between present-day analog television
and DTV. Broadcasters will not be required to pay for this new DTV channel, but
will be required to relinquish one of their channels when the transition to DTV
is complete. The Company's full-power stations have filed applications for
construction permits to build out their DTV facilities. In November 1999, the
Company petitioned the FCC to amend its rules to give television stations the
option of transmitting their DTV signals using Coded Orthogonal Frequency
Division Multiplexing digital modulation technology. The Company cannot predict
what action the FCC will take with respect to this petition or what impact such
action would have on the implementation of DTV.

    The FCC presently plans for the DTV transition period to end by 2006; at
that time, television stations would be required to return one of their two
channels to the FCC. Congress, however, has required the FCC to grant to a
television station an extension of that date under a number of specific
circumstances. The FCC has already begun issuing construction permits to build
DTV stations. The FCC has recently issued regulations with respect to DTV
allocations and interference criteria. Other aspects of the DTV regulatory
framework have not yet been established. The FCC is expected to apply to DTV the
rules applicable to analogous services in other contexts. The FCC has issued a
Notice of Inquiry seeking comments on whether the public interest standard to
which television stations are held accountable should be revised as stations
proceed in their transition to DTV, and the FCC may seek to impose additional
programming or other requirements on DTV service. While broadcasters will not
have to pay for the additional DTV channel itself, the FCC has voted to impose
fees upon broadcasters if they choose to use the DTV channel to provide paid
subscription services to the public. Neither the Telecom Act nor the Supreme
Court decision upholding the "must carry" statute resolves the applicability of
the "must carry" rules to DTV; the FCC recently began a proceeding on this
issue.

    Under certain circumstances, conversion to DTV operations may reduce or
increase a station's geographical coverage area. In addition, the FCC's current
implementation plan would maintain the secondary status of low-power stations in
connection with its allotment of DTV channels. The FCC has acknowledged that DTV
channel allotment may involve displacement of existing low-power stations,
particularly in major television markets. Accordingly, the Company's low-power
broadcast affiliates may be materially adversely affected. The Company has
already filed displacement applications seeking new channel allotments for seven
of its low-power stations, which will be at least partially displaced by DTV
channels. Some of these applications face mutually exclusive applications from
other applicants, and there is no assurance that any of these applications will
be granted by the FCC. The impact of the DTV transition upon the Company's
low-power stations may be reduced if the FCC certifies those stations as
Class A stations, a new regulatory classification recently mandated by Congress
that has greater protections against displacement than low-power television
stations. The Company has prepared documentation

                                       21
<PAGE>
to request such a certification for each of its low-power stations and has filed
this documentation with the FCC prior to the deadline established by the FCC for
doing so.

    In addition, it is not yet clear when and to what extent DTV or other
digital technology will become available through the various media; whether and
how television broadcast stations will be able to avail themselves of or profit
by the transition to DTV; the extent of any potential interference with analog
channels; whether viewing audiences will make choices among services upon the
basis of such differences; whether and how quickly the viewing public will
embrace the cost of the new digital television sets and monitors; or to what
extent the DTV standard will be compatible with the digital standards adopted by
cable and other multi-channel video programming services. Pursuant to the
Telecom Act, the FCC must conduct a ten-year evaluation regarding public
interest in advanced television, alternative uses for the spectrum, and
reduction of the amount of spectrum each licensee utilizes. Many segments of the
industry are also intensely studying these advanced technologies. There can be
no assurance as to the answers to these questions or the nature of future FCC
regulation.

    DIRECT BROADCAST SATELLITE SYSTEMS.  There are currently in operation
several DBS systems that serve the United States, and it is anticipated that
additional systems will become operational over the next several years.
Furthermore, several Spanish-language DBS systems are underway to serve various
parts of Latin America and some of such systems are expected to have signals
which will spill over into the southern U.S. or in certain cases, cover most or
all of the continental United States. DBS systems provide programming on a
subscription basis to those that have purchased and installed a satellite signal
receiving dish and associated decoder equipment. DBS systems claim to provide
visual picture quality comparable to that found in movie theaters and aural
quality comparable to digital audio compact discs. As a result of recent changes
in the law, DBS systems are beginning to provide the signals of certain
traditional over-the-air broadcast stations in their local markets, in addition
to providing the programming of premium services such as HBO and other
traditionally cable-oriented satellite programming services. In the future,
competition from DBS systems could have a material adverse effect on the
financial condition and results of operations of the Company.

    RECENT DEVELOPMENTS, PROPOSED LEGISLATION AND REGULATION.  In
November 1998, the FCC released the text of a NOTICE OF PROPOSED RULEMAKING that
seeks to fashion a new equal employment opportunities ("EEO") rule. The FCC's
former EEO rule, as it relates to affirmative action, was ruled unconstitutional
in 1998 by the U.S. Court of Appeals for the District of Columbia Circuit in
LUTHERAN CHURCH--MISSOURI SYNOD V. FCC. Essentially, the FCC's NOTICE seeks to
create an "outreach efforts" rule. The NOTICE, among other things, seeks comment
on whether broadcasters and cable television system operators should be required
to use a minimum number of recruiting sources on both a nationwide and local
level when filling job vacancies, and, if so, what that minimum number should
be. The proposed EEO rule specifically states that broadcasters are not required
to consider race or gender in making hiring decisions. In addition, under the
proposed rule, the FCC will no longer compare a broadcast station's workforce to
the labor force in its community, nor will it require licensees to engage in
such comparisons. This EEO proceeding is currently pending before the FCC.

    The FCC has promulgated a number of regulations prohibiting, with certain
exceptions, advertising relating to lotteries and casinos. In June 1999, the
U.S. Supreme Court held that current federal law cannot be applied under the
First Amendment to prohibit advertisements of lawful private casino gambling on
broadcast stations located in Louisiana. The Supreme Court's holding, however,
did not specifically address any similar state law prohibitions. In
September 1999, the FCC released a Public Notice indicating that, in the U.S.
Government's brief in a case before the U.S. Court of Appeals for the Third
Circuit, the Government, in light of the Supreme Court's reasoning, has
concluded that 18 U.S.C. Section 1304 (broadcasting lottery information), as
currently written, may not constitutionally be applied to truthful
advertisements for lawful casino gambling, regardless of whether the broadcaster
who transmits the advertisement is located in a state that permits casino
gambling or a state that prohibits it. The FCC indicated that it would
re-evaluate this matter following the Third Circuit's disposition of this case.

                                       22
<PAGE>
    The advertising of cigarettes on broadcast stations has been banned for many
years. The broadcast advertising of smokeless tobacco products has more recently
been banned by Congress.

    In late 1998, the FCC adopted rules requiring that 100% of all new
English-language video programming be closed captioned by January 2006, and all
new Spanish-language programming be closed captioned by January 2010. The FCC
was required to develop closed captioning rules by the Telecom Act. English and
Spanish language programming first exhibited prior to January 1, 1998 is subject
to different compliance schedules. Certain station and programming categories
are exempt from the closed captioning rules, including stations or programming
for which the captioning requirement has been waived by the FCC after a showing
of undue burden has been made.

    The Telecom Act requires that any newly manufactured television set with a
picture screen of 13 inches or greater be equipped with a feature designed to
enable viewers to block all programs with a certain violence rating (the
"v-chip"). In an Order adopted March 12, 1998, the FCC required that at least
one-half of all television receiver models with screen sizes 13 inches or
greater produced after July 1, 1999 have the v-chip technology installed, and
that all such television receivers have v-chips by January 1, 2000. The
television industry has adopted, effective January 1, 1997, and subsequently
revised, effective August 1, 1997, a voluntarily rating scheme regarding
violence and sexual content contained in television programs. The March 12, 1998
order found that the industry scheme meets the standards of the Telecom Act. The
Company cannot predict whether the v-chip and a ratings system will have any
significant effect on the operations of its business.

    The Satellite Home Viewer Act ("SHVA") permits satellite carriers and direct
broadcast satellite carriers to provide to certain satellite dish subscribers a
package of network Affiliated Stations as part of their service offering. This
service is not intended to be offered to subscribers who are capable of
receiving their local affiliates off the air through the use of conventional
rooftop antennas. Furthermore, the package of affiliate stations is intended to
be offered only for private home viewing, and not to commercial establishments.
The purpose of the SHVA is to facilitate the ability of viewers in so-called
"white areas" to receive broadcast network programming when they are unable to
receive such programming from a local affiliate, while protecting local
affiliates from having the programming of their network imported into their
market by satellite carriers. Satellite carriers, however, reportedly have been
offering program packages that include the package of network affiliates to
large numbers of subscribers residing in the markets of local affiliates.
Congress recently amended the SHVA to permit the carriage by satellite of local
broadcast stations in their local market and to direct the FCC to review the
SHVA and issue rules regulating the practices of satellite carriers and
broadcasters thereunder. The Company cannot predict the impact of the changes to
the SHVA or of any modification of the FCC's regulations as a result of those
changes.

    Under certain circumstances, broadcast stations currently are required to
provide political candidates with discounted air time in the form of lowest unit
rates. A number of changes have been proposed before Congress to mandate public
service obligations on broadcast stations such as the provision of free or
discounted air time for political candidates. The Company is unable to predict
the outcome of this debate regarding political advertising and campaign finance
reform.

    Congress and the FCC currently have under consideration, and may in the
future adopt, new laws, regulations and policies regarding a wide variety of
matters that could affect, directly or indirectly, the operation and ownership
of the Company's broadcast properties. In addition to the changes and proposed
changes noted above, such matters include, for example, spectrum use fees,
political advertising rates and potential restrictions on the advertising of
certain products (for example, hard liquor, beer and wine). Other matters that
could affect the Company's broadcast properties include assignment by the FCC of
channels for additional broadcast stations or wireless cable systems, as well as
technological innovations and developments generally affecting competition in
the mass communications industry.

                                       23
<PAGE>
    The foregoing does not purport to be a complete summary of all the
provisions of the Communications Act, or the Telecom Act, or of the regulations
and policies of the FCC thereunder. Proposals for additional or revised
regulations and requirements are pending before and are being considered by
Congress and federal regulatory agencies from time to time. Management is unable
at this time to predict the outcome of any of the pending FCC rulemaking
proceedings referenced above, the outcome of any reconsideration or appellate
proceedings concerning any changes in FCC rules or policies noted above, the
possible outcome of any proposed or pending Congressional legislation, or the
impact of any of those changes on the Company's broadcast operations.

ITEM 2. PROPERTIES

    The principal buildings owned or leased by the Company are described below:

                       PRINCIPAL UNIVISION PROPERTIES(1)

<TABLE>
<CAPTION>
                                                        AGGREGATE
                                                     SIZE OF PROPERTY       OWNED             LEASE
                                                      IN SQUARE FEET         OR             EXPIRATION
LOCATION                                              (APPROXIMATE)        LEASED              DATE
--------                                             ----------------   -------------       ----------
<S>                                                  <C>                <C>                 <C>
Miami, FL..........................................       211,387       Owned/Leased(2)      12/31/01(3)
Los Angeles, CA....................................        73,585             Leased          9/30/02(3)
Teaneck, NJ........................................        47,617             Leased          7/31/12(3)
New York, NY.......................................        44,805             Leased          6/30/10(3)
Chicago, IL........................................        24,575             Leased          1/31/09(3)
</TABLE>

------------------------

(1) For additional information see Note 6 to consolidated financial statements.

(2) Represents two separate properties, of which 169,039 square feet are owned.

(3) Option to renew available.

    The Company owns or leases remote antenna space and microwave transmitter
space near each of the O&Os. Additionally, the Company leases space in public
warehouses and storage facilities, as needed, near some of the O&Os.

    The Miami facility houses Network administration, operations (including the
Network's uplink facility), sales, production, news, Galavision operations and
WLTV, the Miami station. The Company broadcasts its programs to the Company's
affiliates on three separate satellites from four transponders, one of which is
owned and three of which are leased pursuant to two lease agreements that expire
in 2011.

    The Company believes that its principal properties, whether owned or leased,
are suitable and adequate for the purposes for which they are used and are
suitably maintained for such purposes. Except for the inability to renew any
leases of property on which antenna towers stand or under which the Company
leases transponders (neither of which are known risks), the inability to renew
any lease would not have a material adverse effect on the Company's financial
condition or results of operations since the Company believes alternative space
on reasonable terms is available in each city.

ITEM 3. LEGAL PROCEEDINGS

    The Company is involved in certain litigation arising in the ordinary course
of business. Management has accrued amounts it believes are reasonable and any
amounts in excess of those accruals, either alone or in the aggregate, would not
be material to the Company. See Note 8 to Notes to Consolidated Financial
Statements.

                                       24
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    Not applicable.

EXECUTIVE OFFICERS

    The executive officers of the Company serve at the discretion of its Board
of Directors subject to certain employment agreements. Messrs. Cisneros, Blank
and Rodriguez have employment agreements with the Company.

    The executive officers of the Company as of December 31, 1999 are as
follows:

<TABLE>
<CAPTION>
NAME                            AGE                              POSITION
----------------------------  --------   --------------------------------------------------------
<S>                           <C>        <C>
  A. Jerrold Perenchio           69      Chairman of the Board and Chief Executive Officer
  Henry Cisneros                 52      President and Chief Operating Officer
  George W. Blank                48      Executive Vice President and Chief Financial Officer
  Robert V. Cahill               68      Vice President and Secretary
  Ray Rodriguez                  48      President and Chief Operating Officer of the Network
</TABLE>

------------------------

    Mr. A. Jerrold Perenchio has been Chairman of the Board and Chief Executive
Officer of Univision since December 1992. From December 1992 through
January 1997 he was also Univision's President. Mr. Perenchio has owned and been
active in Chartwell Partners LLC since it was formed in 1983. Chartwell Partners
LLC is an investment firm that is active in the media and communications
industry. A. Jerrold Perenchio is John G. Perenchio's father.

    Mr. Henry Cisneros has been Univision's President and Chief Operating
Officer since January 1997. From January 1993 through January 1997,
Mr. Cisneros was the Secretary of the U.S. Department of Housing and Urban
Development. As a member of the President's Cabinet, Secretary Cisneros was
assigned America's housing and community development portfolio. After an
investigation by an Independent Counsel, Mr. Cisneros was accused in a federal
indictment in December 1997 of violating certain federal statutes in connection
with his appointment as Secretary of the U.S. Department of Housing and Urban
Development. Mr. Cisneros pled guilty to a misdemeanor and paid a $10,000 fine.
Henry Cisneros is not related to Carlos Cisneros.

    Mr. Blank has been Executive Vice President and Chief Financial Officer of
UTG since December 1992 and Chief Financial Officer of the Network since 1995.
Mr. Blank joined Hallmark Cards Incorporated in March 1987 as a consultant. In
September 1987, he became Vice President, Finance and Chief Financial Officer of
Univision Holdings, Inc., the Company's predecessor.

    Mr. Cahill has been the Secretary and a Vice President of the Company since
December 1992. Mr. Cahill has been Executive Vice President and General Counsel
of Chartwell Partners, an affiliate of Mr. Perenchio, since 1985. While at
Chartwell Partners, he has also been the Vice President of various other
corporations and partnerships affiliated with Perenchio that, among other
things, engage in businesses in the media and communications industry.
Mr. Cahill has been an associate of Mr. Perenchio for over 25 years.

    Mr. Rodriguez has been President and Chief Operating Officer of the Network
since December 1992. In August 1990, Mr. Rodriguez joined the Network's
predecessor as Vice President and Director of Talent Relations. In
September 1991, he became Senior Vice President and Operating Manager of the
Network's predecessor. In May 1992, Mr. Rodriguez became President and Chief
Executive Officer of Univision's predecessor.

                                       25
<PAGE>
                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) MARKET INFORMATION

The Company's Class A Common Stock is listed on the New York Stock Exchange and
is traded under the symbol "UVN". The table below lists the high and low sales
prices for the Class A Common Stock as reported on the New York Stock Exchange
for each full quarterly period within the two most recent fiscal years.

<TABLE>
<CAPTION>
                                                                     PRICE RANGE
                                                              -------------------------
                                                                HIGH             LOW
                                                              --------         --------
<S>                                                           <C>              <C>
1998

  First Quarter.............................................    $ 42             $34

  Second Quarter............................................    $ 39 13/16       $30 3/8

  Third Quarter.............................................    $ 39 3/4         $26

  Fourth Quarter............................................    $ 36 3/8         $21 1/16

1999

  First Quarter.............................................    $ 50 3/4         $34 1/8

  Second Quarter............................................    $ 66 1/8         $49 5/8

  Third Quarter.............................................    $ 86 3/4         $65 1/4

  Fourth Quarter............................................    $103 3/16        $78 7/8
</TABLE>

(b) HOLDERS

At February 1, 2000, the approximate number of stockholders of record of the
Company's Class A Common Stock was 132.

(c) CASH DIVIDENDS

No cash Common Stock dividends were distributed during 1999 by the Company. The
Company has never declared or paid dividends on its Common Stock. The bank
facility restricts the payment of cash dividends on the common stock. In
addition to any other approval required by law, the approval of a majority of
the Class T Directors and a majority of the Class V Directors elected by
Televisa and Venevision, the holders of Class T and Class V Common Stock,
respectively, is required for the Company to pay any dividends on the common
stock. Since dividends are not payable on the warrants held by each of Televisa
and Venevision, such approval is unlikely so long as such warrants are held by
Televisa and Venevision. The Company currently intends to retain any earnings
for use in its business and does not anticipate paying any cash dividends on its
common stock in the foreseeable future. Future dividend policy will depend on
the Company's earnings, capital requirements, financial condition and other
factors considered relevant by the Board of Directors.

                                       26
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA

Presented below is the selected historical financial data of Univision
Communications Inc.

                  FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA
                (IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)

<TABLE>
<CAPTION>
                                                    1999           1998           1997           1996          1995
                                                ------------   ------------   ------------   ------------   ----------
<S>                                             <C>            <C>            <C>            <C>            <C>
INCOME STATEMENT DATA (FOR THE YEARS ENDED
  DECEMBER 31)
Net revenues..................................  $    693,090   $    577,053   $    459,741   $    244,858   $  173,108
Direct operating expenses.....................       241,870        220,918        159,619         58,443       30,774
Selling, general and administrative
  expenses....................................       184,159        160,543        137,070         79,818       64,973
Depreciation and amortization.................        62,583         64,438         58,640         39,516       33,506
                                                ------------   ------------   ------------   ------------   ----------
Operating income..............................       204,478        131,154        104,412         67,081       43,855

Interest expense..............................        27,459         35,830         40,147         41,691       40,222
Amortization of deferred financing costs......         1,441          1,677          1,630          2,934        3,925
Special bonus award...........................            --         42,608             --             --           --
Equity loss in unconsolidated affiliate.......           498            764             --             --           --
Non-recurring expense (reversal) of acquired
  station.....................................            --             --         (1,059)            --        1,750
Minority interest in net (income) loss of
  consolidated subsidiary.....................            --             --             --         (1,851)       7,346
                                                ------------   ------------   ------------   ------------   ----------
Income (loss) before taxes and extraordinary
  loss on extinguishment of debt..............       175,080         50,275         63,694         24,307       (9,388)
Provision (benefit) for income taxes..........        91,536         40,348        (19,465)         5,714           --
                                                ------------   ------------   ------------   ------------   ----------
Income (loss) before extraordinary loss on
  extinguishment of debt......................        83,544          9,927         83,159         18,593       (9,388)
Extraordinary loss on extinguishment of debt
  (net of tax)................................        (2,611)            --             --         (8,228)        (801)
                                                ------------   ------------   ------------   ------------   ----------
Net income (loss).............................        80,933          9,927         83,159         10,365      (10,189)
Preferred stock dividends.....................          (540)          (606)          (561)            --           --
                                                ------------   ------------   ------------   ------------   ----------
Net income (loss) available to common
  stockholders................................  $     80,393   $      9,321   $     82,598   $     10,365   $  (10,189)
                                                ============   ============   ============   ============   ==========
EARNINGS PER SHARE AVAILABLE TO COMMON
  STOCKHOLDERS(A)
  Basic Earnings Per Share
    Income (loss) before extraordinary loss...  $       0.86   $       0.11   $       0.97   $       0.22   $    (2.06)
    Net income (loss).........................  $       0.83   $       0.11   $       0.97   $       0.12   $    (2.24)

    Weighted average common shares
      outstanding.............................    96,485,709     86,640,888     85,238,518     85,224,360    4,560,210

  Diluted Earnings Per Share
    Income (loss) before extraordinary loss...  $       0.71   $       0.09   $       0.71   $       0.16   $    (2.06)
    Net income (loss).........................  $       0.69   $       0.09   $       0.71   $       0.09   $    (2.24)

    Weighted average common shares
      outstanding.............................   118,118,313    116,209,052    116,345,337    115,589,660    4,560,210

OTHER DATA
Broadcast cash flow...........................  $    281,085   $    208,377   $    174,278   $    114,495   $   83,413
EBITDA........................................       267,061        195,592        163,052        106,597       77,361

BALANCE SHEET DATA (AT END OF YEAR)
Current assets................................  $    177,910   $    153,991   $    138,754   $    111,790   $   55,023
Total assets..................................       974,457        938,329        967,755        884,367      545,902
Current liabilities...........................       141,901        152,891        144,029        120,350      131,264
Long-term debt................................       303,138        377,435        460,830        498,137      249,840
Related party debt............................            --             --             --             --      112,381
Sponsor loans.................................            --             --             --             --      108,361
Minority interest.............................            --             --             --             --       19,059
Stockholders' equity (deficit)................       513,778        394,648        346,229        262,207      (77,057)
</TABLE>

------------------------------

(a) All common-share and per-common-share amounts have been adjusted
    retroactively for a two-for-one common-stock split effective January 12,
    1998.

                                       27
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS

                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                                   FORM 10-K
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                   OPERATIONS

    The major assets of the Company are its investments in UTG and the Network,
from which substantially all of its revenues are derived. UTG's net revenues are
derived from the O&Os and include gross advertising revenues generated from the
sale of national and local spot advertising time, net of agency commissions. The
Network's net revenues include gross advertising revenues generated from the
sale of Network advertising, net of agency commissions and station compensation
to the Network's affiliates, as well as subscriber fees. Also included in net
revenues are Galavision's gross advertising revenues, net of agency commissions,
its subscriber fee revenues and miscellaneous revenues.

    Direct operating expenses consist of programming, news and general operating
costs.

    "Broadcast cash flow" is defined as operating income plus depreciation and
amortization and corporate charges, which are corporate costs that would be
duplicated and therefore eliminated if the Company were acquired by another
broadcasting company. "EBITDA" is defined as earnings before interest, taxes,
depreciation and amortization, and non-recurring charges and is the sum of
operating income plus depreciation and amortization. The Company has included
broadcast cash flow and EBITDA data because such data are commonly used as a
measure of performance for broadcast companies and are also used by investors to
measure a Company's ability to service debt. Broadcast cash flow and EBITDA are
not, and should not be used as, indicators of or alternatives to operating
income, net income or cash flow as reflected in the consolidated financial
statements, are not a measure of financial performance under generally accepted
accounting principles and should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with generally
accepted accounting principles.

YEAR ENDED DECEMBER 31, 1999 ("1999"), COMPARED TO YEAR ENDED DECEMBER 31, 1998
  ("1998")

    REVENUES.  Net revenues were $693,090,000 in 1999 compared to $577,053,000
in 1998, an increase of $116,037,000 or 20.1%. The Network accounted for
$54,466,000 or 46.9% of the increase, and the O&Os and Galavision accounted for
$56,160,000 or 48.4% and $5,411,000 or 4.7%, respectively. The Network's
increase is due primarily to an increase of approximately 18% in the average
price of advertising spots and an increase in volume of approximately 3%.
Excluding the effect of the 1998 Men's World Cup Soccer Championship Games, the
Network's average prices would have increased by 29%. The O&Os' increase, on a
same-station basis, after adjusting for the March 31, 1999, sale of the
Albuquerque station, would have been $58,134,000. This increase at the O&Os is
due primarily to an increase of approximately 8% in the number of spots sold and
a 7% increase in the price for advertising spots. Exclusive of the World Cup
Games, prices would have increased by 11%. While there were increases at all the
O&Os, the primary increases were derived from New York, Los Angeles, Miami,
Houston and Dallas.

    EXPENSES.  Direct operating expenses, which include corporate charges of
$300,000 and $306,000 in 1999 and 1998, respectively, increased to $241,870,000
in 1999 from $220,918,000 in 1998, an increase of $20,952,000 or 9.5%. License
fees paid or payable, under the Company's Program License Agreements, to
Televisa and Venevision increased by $24,056,000 as a result of higher net
revenues. The costs for the new programs associated with the Company's
non-NOVELA production participation agreement with Televisa increased by
$6,203,000. The new programs A QUE NO TE ATREVES, ULTIMA HORA and REPUBLICA
DEPORTIVA increased programming costs by $3,527,000. The increase in all other
programming costs associated with entertainment programs, novelas and movies was
$4,379,000. Sports-related programming costs increased by $3,359,000, which
includes approximately $1,791,000 related to the 1999 Pan American Games.

                                       28
<PAGE>
Technical and news costs increased by $6,360,000, which includes $1,070,000 of
net cost increases due to the addition of early morning news at the Los Angeles
station. The incremental Internet business start-up costs in direct operating
expenses were $511,000. These increases were substantially offset by the
elimination of costs related to the 1998 World Cup games of $27,443,000. As a
percentage of net revenues, direct operating expenses decreased from 38.3% in
1998 to 34.9% in 1999.

    Selling, general and administrative expenses, which include corporate
charges of $13,724,000 and $12,479,000 in 1999 and 1998, respectively, increased
to $184,159,000 in 1999 from $160,543,000 in 1998, an increase of $23,616,000 or
14.7%. The increase is due in part to selling costs of $5,574,000, resulting
from higher sales, severance and other compensation costs of $4,956,000,
employee benefit costs of $3,130,000, incremental Internet business start-up
costs of $1,941,000, costs associated with community affairs of $2,000,000,
acquisition-related costs of $1,151,000 and promotional costs of $741,000,
primarily related to increased advertising. As a percentage of net revenues,
selling, general and administrative expenses decreased from 27.8% in 1998 to
26.6% in 1999.

    DEPRECIATION AND AMORTIZATION.  Depreciation and amortization decreased to
$62,583,000 in 1999 from $64,438,000 in 1998, a decrease of $1,855,000 or 2.9%.
The decrease is due to lower goodwill amortization offset in part by an increase
in depreciation related to increased capital expenditures.

    OPERATING INCOME.  As a result of the above factors, operating income
increased to $204,478,000 in 1999 from $131,154,000 in 1998, an increase of
$73,324,000 or 55.9%. As a percentage of net revenues, operating income
increased from 22.7% in 1998 to 29.5% in 1999.

    INTEREST EXPENSE.  Interest expense decreased to $27,459,000 in 1999 from
$35,830,000 in 1998, a decrease of $8,371,000 or 23.4%. The decrease is due
primarily to lower bank borrowings and lower interest rates during 1999 as
compared to 1998.

    SPECIAL BONUS AWARD.  On May 13, 1998, a major stockholder contributed
1,354,665 shares of Class P Common Stock to the Company, which were converted to
Class A Common Stock and placed in the Company's treasury. On May 27, 1998,
under the Univision Communications Inc. 1998 Stock Bonus Plan, the Company
granted 890,614 shares of Class A Common Stock to selected employees. These
transactions resulted in a pre-tax income statement charge of $42,608,000, which
consists of non-cash compensation of $27,609,000 and required tax withholdings
remitted by the Company of $14,999,000, as well as an increase to
paid-in-capital of $45,011,000. The net income effect on the 12 months ended
December 31, 1998, was a reduction of $29,084,000, net of the $13,524,000
related tax benefit. The tax benefit was reduced by $3,493,000 due to the effect
of non-deductible excess compensation of $8,541,000. The Company has retained
the remaining 464,051 shares, with a book value of $17,402,000, in its treasury.
Consistent with broadcast industry reporting, broadcast cash flow and EBITDA
exclude the total amount of this special bonus award of $42,608,000.

    PROVISION FOR INCOME TAXES.  In 1999, the Company reported an income tax
provision of $91,536,000, representing $82,730,000 of current tax expense and
$8,806,000 of deferred tax expense. In 1998, the Company reported an income tax
provision of $40,348,000, representing $9,937,000 of current tax expense and
$30,411,000 of deferred tax expense. The total effective tax rate was 52.3% in
1999 and 80.3% in 1998. Excluding the effect of the special bonus award, the
1998 effective tax rate would have been 58%. The Company's effective tax rate of
52.3% for 1999 is lower than the 58% for 1998 since the Company's relatively
fixed permanent non-deductible tax differences have a smaller effect as book
pre-tax income increases.

    NET INCOME.  As a result of the above factors, net income in 1999 was
$80,933,000 compared to $9,927,000 in 1998, an increase of $71,006,000 or
715.3%. On a comparable basis, excluding the special bonus award from 1998 and
the incremental Internet business start-up cost in 1999 of $1,505,000, net of

                                       29
<PAGE>
tax, net income would have increased by $43,427,000 or 111.3% to $82,438,000 in
1999 from $39,011,000 in 1998.

    BROADCAST CASH FLOW.  Broadcast cash flow increased to $281,085,000 in 1999
from $208,377,000 in 1998, an increase of $72,708,000 or 34.9%. As a percentage
of net revenues, broadcast cash flow increased from 36.1% in 1998 to 40.6% in
1999.

    On a comparable basis, excluding the incremental Internet business start-up
costs of $2,452,000, broadcast cash flow would have increased by $75,160,000 or
36% to $283,537,000 in 1999 from $208,377,000 in 1998. As a percentage of net
revenues, broadcast cash flow would have increased from 36.1% in 1998 to 40.9%
in 1999.

    CORPORATE CHARGES.  Corporate charges increased to $14,024,000 in 1999 from
$12,785,000 in 1998, an increase of $1,239,000 or 9.7%. The increase is
primarily due to costs associated with compensation and benefits. As a
percentage of net revenues, corporate charges decreased from 2.2% in 1998 to
2.0% in 1999.

    EBITDA.  EBITDA increased to $267,061,000 in 1999 from $195,592,000 in 1998,
an increase of $71,469,000 or 36.5%. As a percentage of net revenues, EBITDA
increased from 33.9% in 1998 to 38.5% in 1999.

    On a comparable basis, excluding the incremental Internet business start-up
costs of $2,452,000, EBITDA would have increased by $73,921,000 or 37.8% to
$269,513,000 in 1999 from $195,592,000 in 1998. As a percentage of net revenues,
EBITDA would have increased from 33.9% in 1998 to 38.9% in 1999.

YEAR ENDED DECEMBER 31, 1998 ("1998"), COMPARED TO YEAR ENDED DECEMBER 31, 1997
  ("1997")

    REVENUES.  Net revenues increased to $577,053,000 in 1998 from $459,741,000
in 1997, an increase of $117,312,000 or 25.5%. The Network accounted for
$57,547,000 or 49.1% of the increase, and the O&Os and Galavision accounted for
$56,538,000 or 48.2% and $3,227,000 or 2.7%, respectively. The O&Os' increase,
which was due to an increase of approximately 9% in the number of spots sold and
an 11% increase in the price for advertising spots, was primarily derived from
Los Angeles, New York, Miami and Houston, with additional increases at all other
O&Os except San Antonio. The Network's increase is due primarily to an increase
of approximately 45% in the average price of advertising spots, offset in part
by a decrease in volume of approximately 11%. The large price increase over
prior year was due in part to the rates for advertising spots in the 1998 World
Cup Games. Excluding the World Cup, average prices at the Network increased by
33%.

    EXPENSES.  Direct operating expenses, which include corporate charges of
$306,000 and $232,000 in 1998 and 1997, respectively, increased to $220,918,000
in 1998 from $159,619,000 in 1997, an increase of $61,229,000 or 38.4%. The
increase is due primarily to World Cup costs of $27,443,000 and higher license
fees paid or payable to Televisa and Venevision of $17,759,000. As a result of
the initial offering in September 1996 and the Company's subsequent corporate
reorganization in the fourth quarter of 1996, the net program license fees
payable to Univision's program suppliers, Televisa and Venevision, increased
from 13.0% of net revenues in 1997 to 14.7% in 1998, exclusive of World Cup
revenues, which are not subject to the license fees. In 1998, the morning show
DESPIERTA AMERICA, which began airing mid-April 1997, accounted for
approximately $1,457,000 of the increase in programming costs over 1997. The new
programs associated with the Company's non-NOVELA production agreement with
Televisa accounted for approximately $2,712,000 of the increase in programming
costs over 1997. In addition, programming costs increased by approximately
$2,300,000 due to the introduction of new programming for children, timing of
special events programming and the development of other entertainment
programming. The remainder of the increase is primarily due to higher technical
and news costs of $6,610,000, which includes $634,000 from the operation of the
Sacramento station acquired in March 1997 and the Bakersfield station acquired

                                       30
<PAGE>
in October 1997. As a percentage of net revenues, direct operating expenses
increased from 34.7% in 1997 to 38.3% in 1998.

    Selling, general and administrative expenses, which include corporate
charges of $12,479,000 and $10,994,000 in 1998 and 1997, respectively, increased
to $160,543,000 in 1998 from $137,070,000 in 1997, an increase of $23,473,000 or
17.1%. The addition of the Sacramento and Bakersfield stations accounted for
$2,422,000 of the increase. The remaining increases are due in large part to
increased selling costs of $6,517,000 associated with increased sales, staff
levels and compensation costs and increased research costs of $3,443,000
primarily related to the renewal of the Nielsen contracts, all of which are
consistent with the Company's strategy of investing in sales management and
research. The Company also had increased costs of approximately $2,350,000
related to its retirement savings plan due to an increase in the Company's
matching contribution, increased promotional costs of $1,986,000 primarily
related to increased advertising, and increased Year 2000 costs of approximately
$900,000. In addition, a decrease in costs resulted from a 1997 one-time charge
of $2,977,000 associated with management changes. As a percentage of net
revenues, selling, general and administrative expenses decreased from 29.8% in
1997 to 27.8% in 1998.

    DEPRECIATION AND AMORTIZATION.  Depreciation and amortization increased to
$64,438,000 in 1998 from $58,640,000 in 1997, an increase of $5,798,000 or 9.9%.
The increase is due primarily to an increase in depreciation related to
increased capital expenditures.

    OPERATING INCOME.  As a result of the above factors, operating income
increased to $131,154,000 in 1998 from $104,412,000 in 1997, an increase of
$26,742,000 or 25.6%. As a percentage of net revenues, operating income was
22.7% in both 1997 and 1998.

    INTEREST EXPENSE.  Interest expense decreased to $35,830,000 in 1998 from
$40,147,000 in 1997, a decrease of $4,317,000 or 10.8%. The decrease is due
primarily to lower bank borrowings during 1998 as compared to 1997.

    SPECIAL BONUS AWARD.  On May 13, 1998, a major stockholder contributed
1,354,665 shares of Class P Common Stock to the Company, which were converted to
Class A Common Stock and placed in the Company's treasury. On May 27, 1998,
under the Univision Communications Inc. 1998 Stock Bonus Plan, the Company
granted 890,614 shares of Class A Common Stock to selected employees. These
transactions resulted in a pre-tax income statement charge of $42,608,000, which
consists of non-cash compensation of $27,609,000 and required tax withholdings
remitted by the Company of $14,999,000, as well as an increase to
paid-in-capital of $45,011,000. The net income effect on the 12 months ended
December 31, 1998, was a reduction of $29,084,000, net of the $13,524,000
related tax benefit. The tax benefit was reduced by $3,493,000 due to the effect
of non-deductible excess compensation of $8,541,000. The Company has retained
the remaining 464,051 shares, with a book value of $17,402,000, in its treasury.
Consistent with broadcast industry reporting, broadcast cash flow and EBITDA
exclude the total amount of this special bonus award of $42,608,000.

    PROVISION (BENEFIT) FOR INCOME TAXES.  In 1998, the Company reported an
income tax provision of $40,348,000, representing $9,937,000 of current tax
expense and $30,411,000 of deferred tax expense. The Company's total effective
tax rate of 80.3% is higher than the federal statutory rate of 35.0% due to
state and local income taxes and the effect of permanent non-deductible expenses
such as goodwill amortization and compensation. Excluding the impact of the
special bonus award, the Company would have reported an income tax provision of
$53,872,000 in 1998. The difference of $13,524,000 is the current tax benefit of
the special bonus award. Due to the fixed nature of the permanent differences,
had the special bonus award not occurred, pre-tax income would have increased
and the effective tax rate for the year would have been approximately 58.0%. In
1997, the Company reported an income tax benefit of $19,465,000. Excluding a
non-recurring tax benefit of $56,120,000 and the tax benefit of $1,681,000
related to the one-time charge of $2,977,000, the Company would have reported an
income tax provision of $38,336,000 in 1997 and an effective tax rate of 57.5%.

                                       31
<PAGE>
    NET INCOME.  As a result of the above factors, 1998 resulted in net income
of $9,927,000 compared to net income of $83,159,000 in 1997, a decrease of
$73,232,000. On a comparable basis, excluding the special bonus award from 1998
and adjusting 1997 for the impact of the non-recurring tax benefit and the
one-time charge, net income would have increased by 37.7% to $39,011,000 in 1998
from $28,335,000 in 1997.

    BROADCAST CASH FLOW.  Broadcast cash flow increased to $208,377,000 in 1998
from $174,278,000 in 1997, an increase of $34,099,000 or 19.6%. As a percentage
of net revenues, broadcast cash flow decreased from 37.9% in 1997 to 36.1% in
1998.

    As a result of the initial offering in September 1996 and the Company's
subsequent corporate reorganization in the fourth quarter of 1996, the net
program license fee payable to Univision's program suppliers, Televisa and
Venevision, increased from 13.0% of net revenues in 1997 to 14.7% in 1998,
exclusive of World Cup revenues, which are not subject to the license fees. Had
the revised license fees been in effect in 1997, the license fee would have
increased by $7,072,000 and broadcast cash flow would have been $167,206,000 in
1997. On a year-to-year basis, broadcast cash flow would have increased by
$41,171,000 or 24.6%, to $208,377,000 in 1998 from $167,206,000 in 1997. As a
percentage of net revenues, broadcast cash flow would have decreased from 36.4%
in 1997 to 36.1% in 1998.

    CORPORATE CHARGES.  Corporate charges increased to $12,785,000 in 1998 from
$11,226,000 in 1997, an increase of $1,559,000 or 13.9%. The increase is
primarily due to costs associated with salary and benefits. As a percentage of
net revenues, corporate charges decreased from 2.4% in 1997 to 2.2% in 1998.

    EBITDA.  EBITDA increased to $195,592,000 in 1998 from $163,052,000 in 1997,
an increase of $32,540,000 or 20%. As a percentage of net revenues, EBITDA
decreased from 35.5% in 1997 to 33.9% in 1998.

    As explained in BROADCAST CASH FLOW, had the revised license fee been in
effect in 1997, the license fee would have increased by $7,072,000 and EBITDA
would have been $155,980,000 in 1997. Thus EBITDA would have increased by
$39,612,000 or 25.4% to $195,592,000 in 1998 from $155,980,000 in 1997. As a
percentage of net revenues, EBITDA would have been 33.9% in both 1997 and 1998.

LIQUIDITY AND CAPITAL RESOURCES

    The Company's primary source of cash flow is its broadcasting operations.
Funds for debt service, capital expenditures and operations historically have
been provided by income from operations and by borrowings.

    Capital expenditures, which include those of UTG, the Network, Univision
Online and Galavision, totaled $38,965,000 for the 12 months ended December 31,
1999. This amount excludes the capitalized lease obligations of the Company. In
addition to performing normal capital maintenance and replacing several towers
and antennas, the Company is also in the process of completing upgrades to its
management information systems infrastructure and the build-out of its
television station facilities in Bakersfield and Phoenix. During 1999, the
Company purchased additional land in San Antonio for future construction and
also entered into a 20-year lease for a five-story building with approximately
164,000 square feet for the relocation of its flagship station in Los Angeles.
The building will be constructed and owned by the landlord, with the station
expected to occupy the premises beginning in the latter part of 2001. The sum of
the lease payments will be approximately $103,000,0000 over 20 years beginning
on the expected lease commencement date of July 1, 2001. The lease was
capitalized by the Company in 1999 for $46,584,000, and the Company expects to
spend approximately $30,000,000, mostly in 2001, on leasehold improvements,
furniture and fixtures and studio equipment. During 2000, the Company expects to
incur approximately $10,000,000 to $15,000,000 in capital expenditures for the
launch of its Internet business. Furthermore, the Company expects to make an
investment in digital technology totaling approximately $25,000,000 over the
next three years. The normal maintenance capital spending, the cost of certain
projects and the Internet

                                       32
<PAGE>
launch will result in capital spending in 2000 of approximately $80,000,000. The
Company expects to fund its capital expenditure requirements primarily from its
operating cash flow and, if necessary, from proceeds available under its
Revolving Credit Facility (as defined below).

    The Company has a bank facility with a syndicate of commercial banks and
other lenders that consists of a $200,000,000 amortizing term loan (the "Term
Facility") with a final maturity of December 31, 2003, and a $190,000,000
reducing revolving credit facility (the "Revolving Credit Facility") maturing on
the same date.

    The Term Facility amortizes quarterly, with $35,100,000 required to be
repaid during 2000. During 1999, the Company paid the required quarterly
amortization payments totaling $46,000,000, made an optional prepayment of
$35,000,000 against the Term Facility and paid the 1998 Revolving Credit
Facility balance of $32,250,000. In addition, in the first quarter of 1999, the
Company made a $20,000,000 prepayment against its Term Facility as a result of
its annual "excess cash flow" calculation based on its 1998 operating results.
The payment was funded by an increase in the Revolving Credit Facility which was
subsequently repaid within the quarter with cash from operations. In the first
quarter of 2000, the Company made an $8,000,000 prepayment against its Term
Facility as a result of its annual "excess cash flow" calculation based on its
1999 operating results. The payment was funded by cash from operations. The
Revolving Credit Facility has scheduled reductions in availability of $2,500,000
per quarter during 2000.

    Loans made under the bank facility bear interest, which includes interest
rate margin costs, determined by reference to the ratio of the Company's total
indebtedness to EBITDA for the four fiscal quarters most recently concluded (the
"Leverage Ratio"). The interest rate margins applicable to the Eurodollar
(Libor) loans range from 0.35% to 1.00% per annum. There are no interest rate
margins applicable to prime rate loans. At December 31, 1999, the interest rate
applicable to the Company's Eurodollar loans was approximately 6.50%, which
includes an interest rate margin cost of 0.35%, and the interest rate applicable
to all prime rate loans was 8.50%.

    The Company's primary interest rate exposure results from changes in the
short-term interest rates applicable to the Company's Eurodollar loans. The
Company borrows at the U.S. prime rate from time to time but attempts to
maintain these loans at a minimum. Based on the Company's overall interest rate
exposure on its Eurodollar loans at December 31, 1999, a change of 10% in
interest rates would have an impact of approximately $1,300,000 on pre-tax
earnings and pre-tax cash flows over a one-year period.

    Univision Online expects to launch an Internet portal by the middle of 2000.
Univision Online operating losses from pre-launch activities did not have a
material impact on the Company's 1999 fiscal results. Due to the uncertainties
accompanying the launch of this new business, management is unable to predict
whether or when Univision's online services will become successful, and as a
result, no assurances can be given that our online operations will achieve
profitability in 2000 or thereafter.

    The Company expects to explore acquisition opportunities in both
Spanish-language television and other media to complement and capitalize on the
Company's existing business and management. The purchase price for such
acquisitions may be paid (a) with cash derived from operating cash flow,
proceeds available under the bank facility or proceeds from future debt or
equity offerings, (b) with equity or debt securities of the Company or (c) with
any combination thereof.

    As a result of net operating loss carryforwards, tax consequences of the
reorganization of the Company in 1996 and other timing differences, the Company
has available a deferred tax asset of $13,315,000 to offset future taxes payable
arising from operations. In addition, at December 31, 1999, the Company had
$446,600,000 of net remaining intangible assets that will be expensed over the
next 19 years for financial reporting purposes and will not be deductible for
tax purposes.

    In 1998, a joint venture between the Company and Home Shopping Network
Capital LLC formed Home Shopping Network En Espanol LLC. As of December 31,
1999, the Company sold its 50% interest

                                       33
<PAGE>
in Home Shopping Network En Espanol LLC to Home Shopping Network Capital LLC. As
a result, the Company will not be required to make any future cash contributions
to Home Shopping Network En Espanol LLC. The home shopping program will continue
to air on Galavision throughout 2000.

YEAR 2000

    The Company recognized the importance of addressing Year 2000 problems
related to computer systems and other electronic and mechanical technologies and
committed certain resources to identify and correct potential problems in order
to minimize the impact on its business. The Company successfully completed the
Year 2000 rollover with no business interruptions.

    The Company's Year 2000 program involved updating and improving existing
systems and processes that will support the Company in the future. The Company's
investment in the Year 2000 program, which covered capital expenditures as well
as personnel and non-personnel costs, was not material to the Company's
operations.

SEASONALITY

    The advertising revenues of the Company vary over the calendar year.
Historically, approximately 30% of total advertising revenues have been
generated in the fourth quarter and 20% in the first quarter, with the remainder
split approximately equally between the second and third quarters, exclusive of
special programming such as the 1998 World Cup Games. Because of the relatively
fixed nature of the costs of the Company's business, seasonal variations in
operating income are more pronounced than those of revenues.

FORWARD-LOOKING STATEMENTS

    The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for forward-looking statements (as defined under federal securities laws) made
by or on behalf of the Company. The Company and its representatives from time to
time may make certain oral or written forward-looking statements regarding the
Company's performance or regarding events or developments the Company expects to
occur or anticipates occurring in the future. Information in this report may
contain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, which can be identified by the use of
forward-looking terminology such as "will," "expects," "believes" or
"estimates," or the negative thereof or other variations thereon or comparable
terminology. All such statements are based upon current expectations of the
Company and involve a number of business risks and uncertainties. Actual results
could vary materially from anticipated results described in any forward-looking
statement. Factors that could cause actual results to vary materially include,
but are not limited to, a lack of increase in advertisers' spending on
Univision, a decrease in the supply or quality of programming, an increase in
the cost of programming, a decrease in Univision's ratings or audience share, an
increase in preference among Hispanics for English-language television,
competitive pressures from other television broadcasters and other entertainment
and news media (some of which use Televisa programming), the potential impact of
new technologies, changes in regional or national economic conditions and
regulatory and other obstacles to making acquisitions. Results actually achieved
thus may differ materially from expected results in these statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    The information required by this item is included in the "Liquidity and
Capital Resources" section of the Company's Management's Discussion and Analysis
of Financial Condition and Results of Operations contained in this document.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    See pages F-1 through F-23

                                       34
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
  FINANCIAL DISCLOSURES

    Not applicable

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The information relating to directors required by this item will be
contained under the captions "Board Of Directors" in a definitive Proxy
Statement which the registrant will file with the Securities and Exchange
commission not later than 120 days after December 31, 1999 (the "Proxy
Statement"), and such information is incorporated herein by reference.

    The information relating to executive officers required by this item is
included herein in Part I under the caption "Executive Officers".

    The information required pursuant to Item 405 of Regulation S-K will be
contained under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance" in the Company's Proxy Statement, and such information is
incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

    The information required by this item will be contained under the caption
"Summary Table of Executive Compensation," and "Employment Agreements and
Arrangements" in the Company's Proxy Statement, and such information is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The information required by this item will be contained under the caption
"Security Ownership of Certain Beneficial Owners and Management" in the
Company's Proxy Statement, and such information is incorporated herein by
reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The information required by this item is contained under the caption
"Certain Relationships And Related Transactions" in the Company's Proxy
Statement, and such information is incorporated herein by reference.

                                       35
<PAGE>
                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A) EXHIBITS

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                   DESCRIPTION
---------------------                           -----------
<C>                     <S>
        3.1   (5)       Amended and Restated Certificate of Incorporation of the
                          Company

        3.2   (5)       Amended and Restated Bylaws of the Company

        3.3   (8)       Certificate of Amendment of Restated Certificate of
                          Incorporation of the Company

        4.1   (6)       Form of specimen stock certificate

        4.4   (1)       Indenture dated as of December 17, 1992 relating to PTI
                          Holdings, Inc.'s Subordinated Ten Year Notes due 2002
                          (including the form of notes)

        4.5   (2)       Indenture dated as of December 17, 1992 relating to The
                          Univision Network Holding Limited Partnership's
                          Subordinated Ten Year Notes due 2002 (including form of
                          notes)

        4.6   (3)       First Supplemental Indenture dated as of October 1, 1993
                          relating to PTI Holdings, Inc.'s Subordinated Ten Year
                          Notes due 2002

        4.7   (3)       First Supplemental Indenture dated as of October 1, 1993
                          relating to The Univision Network Holding Limited
                          Partnership's Subordinated Ten Year Notes due 2002

       10.1   (6)       Form of Indemnification Agreement between the Company and
                          each of its executive officers and directors

       10.2   (6)       Registration Rights Agreement dated as of October 2, 1996

       10.3   (5)       1996 Performance Award Plan

       10.4   (4)       Employment Agreement dated as of January 1, 1995, between
                          Univision Television Group, Inc. and George W. Blank

       10.6   (6)       Amended and Restated Program License Agreement dated as of
                          October 1, 1996 by and between Dennevar B.V. and the
                          Company

       10.7   (6)       Amended and Restated Program License Agreement dated as of
                          October 1, 1996 by and between Univisa, Inc. and the
                          Company

       10.8   (6)       Participation Agreement dated as of October 2, 1996 by and
                          among the Company, Perenchio, Televisa, Venevision and
                          certain of their affiliates

       10.9   (6)       International Program Rights Agreement by and among the
                          Company, Venevision and Televisa

       10.10  (6)       Amended and Restated Warrants issued to Televisa dated as of
                          October 2, 1996

       10.11  (6)       Amended and Restated Warrants issued to Venevision dated as
                          of October 2, 1996

       10.12  (6)       Credit Agreement dated as of September 26, 1996 among
                          Univision Communications Inc., the banks and other
                          financial institutions parties thereto (the "Lenders"),
                          The Chase Manhattan Bank, N.A., a national banking
                          association ("Chase"), as a managing agent and Banque
                          Paribas, a French banking corporation ("Paribas"), as a
                          managing agent, and Chase as administrative agent

       10.12.1(7)       First Amendment to Credit Agreement dated as of April 10,
                          1997 (this "Amendment") to the Credit Agreement dated as
                          of September 26, 1996 (the "Credit Agreement") among
                          Univision Communications, Inc. (the "Borrower"), certain
                          Lenders party thereto (collectively, the "Lenders"),
                          Banque Paribas and The Chase Manhattan Bank
</TABLE>

                                       36
<PAGE>

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                   DESCRIPTION
---------------------                           -----------
<C>                     <S>
                          (collectively, the "Managing Agents") and The Chase
                          Manhattan Bank, as Administrative Agent (in such capacity,
                          the "Administrative Agent").

       10.12.2(9)       Second Amendment to Credit Agreement dated as of
                          November 6, 1998 (this "Amendment") to the Credit
                          Agreement dated as of September 26, 1996 (as amended, the
                          "Credit Agreement") among Univision Communications Inc.
                          (the "Borrower"), certain Lenders party thereto
                          (collectively, the "Lenders"), Paribas (as
                          successor-in-interest to Banque Paribas) and The Chase
                          Manhattan Bank, as Managing Agents (collectively, the
                          "Managing Agents") and The Chase Manhattan Bank, as
                          Administrative Agent (in such capacity, the
                          "Administrative Agent").

       10.12.3          Third Amendment to Credit Agreement dated as of
                          December 20, 1999 (this "Amendment") to the Credit
                          Agreement dated as of September 26, 1996 (as amended, the
                          "Credit Agreement") among Univision Communications Inc.
                          (the "Borrower"), certain Lenders party thereto
                          (collectively, the "Lenders"), Paribas (as
                          successor-in-interest to Banque Paribas) and The Chase
                          Manhattan Bank, as Managing Agents (collectively, the
                          "Managing Agents") and The Chase Manhattan Bank, as
                          Administrative Agent (in such capacity, the
                          "Administrative Agent").

       10.13  (6)       Security Agreements dated as of September 26, 1996 between
                          Univision Communications Inc. and each of the Guarantors
                          (as defined therein) in favor of the Administrative Agent,
                          for the benefit of the Lenders

       10.14.1(6)       Guarantee dated as of September 26, 1996 executed by the
                          Guarantors other than Univision Network Limited
                          Partnership in favor of the Administrative Agent for the
                          benefit of the Lenders

       10.14.2(6)       Guarantee dated as of September 26, 1996 executed by
                          Univision Network Limited Partnership in favor of the
                          Administrative Agent for the benefit of the Lenders

       10.15  (5)       Employment Agreement dated as of January 1, 1995 between the
                          Network and Ray Rodriguez

       10.22  (6)       Employment Agreement dated as of February 10, 1997, by and
                          between the Company and Henry Cisneros

       10.30  (8)       Co-Production Agreement between the Company and Televisa

       10.31  (10)      Reimbursement Agreement between the Company and Chartwell
                          Services Inc.

       10.32            Amendment to Employment Agreement dated as of January 1,
                          2000 between Univision Television Group, Inc. and
                          George W. Blank

       10.33            Amendment to Employment Agreement dated as of January 1,
                          2000 between the Network and Ray Rodriguez

       10.34            Amendment to Employment Agreement dated as of January 1,
                          2000 by and between the Company and Henry Cisneros

       21.1             Subsidiaries of the Company

       23.1             Consents of experts and Counsel

       24.1             Power of Attorney (contained on "Signatures" page)

       27.1             Financial Data Schedule
</TABLE>

------------------------

 (1) Previously filed as an exhibit to the Registration Statement on Form S-1 of
     PTI Holdings, Inc. (File No. 33-66432)

                                       37
<PAGE>
 (2) Previously filed as an exhibit to the Registration Statement on From S-1 of
     The Univision Network Holding Limited Partnership (File No. 33-66434)

 (3) Previously filed as an exhibit to PTI Holdings, Inc.'s Annual Report on
     Form 10K for the year ended December 31, 1993

 (4) Previously filed as an exhibit to Univision Television Group, Inc.'s Annual
     Report on Form 10K for the year ended December 31, 1995.

 (5) Previously filed as an exhibit to Univision Communications Inc.
     Registration Statement on Form S-1 (File No. 333-6309).

 (6) Previously filed as an exhibit to Univision Communications Inc.'s Annual
     Report on Form 10K for the year ended December 31, 1996.

 (7) Previously filed as an exhibit to Univision Communications Inc.'s Quarterly
     Report on Form 10Q for the period ended June 30, 1997.

 (8) Previously filed as an exhibit to Univision Communications Inc.'s Quarterly
     Report on Form 10Q for the period ended June 30, 1998

 (9) Previously filed as an exhibit to Univision Communications Inc.'s Annual
     Report on Form 10K for the year ended December 31, 1998.

 (10) Previously filed as an exhibit to Univision Communications Inc.'s
      Quarterly Report on Form 10Q for the period ended March 31, 1999.

(B) FINANCIAL STATEMENT SCHEDULES

    Schedule II--Valuation and Qualifying Accounts

    All other schedules for which provision is made in the applicable accounting
regulation of the Securities Exchange Act of 1934 are not required under the
related instructions or are inapplicable, and therefore have been omitted.

(C) REPORTS ON FORM 8-K

    During the three month period ended December 31, 1999, the registrant filed
no reports on Form 8-K.

                                       38
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on March 15, 2000.

<TABLE>
<S>                                                    <C>  <C>
                                                       UNIVISION COMMUNICATIONS INC.

                                                       By:             /s/ GEORGE W. BLANK
                                                            -----------------------------------------
                                                                         George W. Blank
                                                                   EXECUTIVE VICE PRESIDENT AND
                                                                     CHIEF FINANCIAL OFFICER
</TABLE>

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates so indicated.

    Each person whose signature appears below hereby authorizes Robert V. Cahill
and George W. Blank, or either of them, as attorneys-in-fact to sign on his
behalf, individually, and in the capacity stated below, and to file all
amendments and/or supplements to this Annual Report on Form 10-K.

<TABLE>
<C>                                                    <S>                             <C>
              /s/ A. JERROLD PERENCHIO
     -------------------------------------------       Chairman of the Board and       March 15, 2000
                A. Jerrold Perenchio                     Chief Executive Officer

                                                       Executive Vice President and
                 /s/ GEORGE W. BLANK                     Chief Financial Officer, in
     -------------------------------------------         his capacities, as Chief      March 15, 2000
                   George W. Blank                       Financial Officer and
                                                         Principal Accounting Officer

                 /s/ HENRY CISNEROS
     -------------------------------------------       President and Chief Operating   March 15, 2000
                   Henry Cisneros                        Officer

     -------------------------------------------       Director                        March 15, 2000
                     Jose Baston

                   /s/ HAROLD GABA
     -------------------------------------------       Director                        March 15, 2000
                     Harold Gaba

                    /s/ ALAN HORN
     -------------------------------------------       Director                        March 15, 2000
                      Alan Horn

                /s/ JOHN G. PERENCHIO
     -------------------------------------------       Director                        March 15, 2000
                  John G. Perenchio

                /s/ ALEJANDRO RIVERA
     -------------------------------------------       Director                        March 15, 2000
                  Alejandro Rivera

                  /s/ RAY RODRIGUEZ
     -------------------------------------------       Director                        March 15, 2000
                    Ray Rodriguez
</TABLE>

                                       39
<PAGE>
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                   DESCRIPTION
---------------------                           -----------
<C>                     <S>
        3.1   (5)       Amended and Restated Certificate of Incorporation of the
                          Company

        3.2   (5)       Amended and Restated Bylaws of the Company

        3.3   (8)       Certificate of Amendment of Restated Certificate of
                          Incorporation of the Company

        4.1   (6)       Form of specimen stock certificate

        4.4   (1)       Indenture dated as of December 17, 1992 relating to PTI
                          Holdings, Inc.'s Subordinated Ten Year Notes due 2002
                          (including the form of notes)

        4.5   (2)       Indenture dated as of December 17, 1992 relating to The
                          Univision Network Holding Limited Partnership's
                          Subordinated Ten Year Notes due 2002 (including form of
                          notes)

        4.6   (3)       First Supplemental Indenture dated as of October 1, 1993
                          relating to PTI Holdings, Inc.'s Subordinated Ten Year
                          Notes due 2002

        4.7   (3)       First Supplemental Indenture dated as of October 1, 1993
                          relating to The Univision Network Holding Limited
                          Partnership's Subordinated Ten Year Notes due 2002

       10.1   (6)       Form of Indemnification Agreement between the Company and
                          each of its executive officers and directors

       10.2   (6)       Registration Rights Agreement dated as of October 2, 1996

       10.3   (5)       1996 Performance Award Plan

       10.4   (4)       Employment Agreement dated as of January 1, 1995, between
                          Univision Television Group, Inc. and George W. Blank

       10.6   (6)       Amended and Restated Program License Agreement dated as of
                          October 1, 1996 by and between Dennevar B.V. and the
                          Company

       10.7   (6)       Amended and Restated Program License Agreement dated as of
                          October 1, 1996 by and between Univisa, Inc. and the
                          Company

       10.8   (6)       Participation Agreement dated as of October 2, 1996 by and
                          among the Company, Perenchio, Televisa, Venevision and
                          certain of their affiliates

       10.9   (6)       International Program Rights Agreement by and among the
                          Company, Venevision and Televisa

       10.10  (6)       Amended and Restated Warrants issued to Televisa dated as of
                          October 2, 1996

       10.11  (6)       Amended and Restated Warrants issued to Venevision dated as
                          of October 2, 1996

       10.12  (6)       Credit Agreement dated as of September 26, 1996 among
                          Univision Communications Inc., the banks and other
                          financial institutions parties thereto (the "Lenders"),
                          The Chase Manhattan Bank, N.A., a national banking
                          association ("Chase"), as a managing agent and Banque
                          Paribas, a French banking corporation ("Paribas"), as a
                          managing agent, and Chase as administrative agent

       10.12.1(7)       First Amendment to Credit Agreement dated as of April 10,
                          1997 (this "Amendment") to the Credit Agreement dated as
                          of September 26, 1996 (the "Credit Agreement") among
                          Univision Communications, Inc. (the "Borrower"), certain
                          Lenders party thereto (collectively, the "Lenders"),
                          Banque Paribas and The Chase Manhattan Bank (collectively,
                          the "Managing Agents") and The Chase Manhattan Bank, as
                          Administrative Agent (in such capacity, the
                          "Administrative Agent").
</TABLE>

                                       40
<PAGE>

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                   DESCRIPTION
---------------------                           -----------
<C>                     <S>
       10.12.2(9)       Second Amendment to Credit Agreement dated as of November 6,
                          1998 (this "Amendment") to the Credit Agreement dated as
                          of September 26, 1996 (as amended, the "Credit Agreement")
                          among Univision Communications Inc. (the "Borrower"),
                          certain Lenders party thereto (collectively, the
                          "Lenders"), Paribas (as successor-in-interest to Banque
                          Paribas) and The Chase Manhattan Bank, as Managing Agents
                          (collectively, the "Managing Agents") and The Chase
                          Manhattan Bank, as Administrative Agent (in such capacity,
                          the "Administrative Agent").

       10.12.3          Third Amendment to Credit Agreement dated as of December 20,
                          1999 (this "Amendment") to the Credit Agreement dated as
                          of September 26, 1996 (as amended, the "Credit Agreement")
                          among Univision Communications Inc. (the "Borrower"),
                          certain Lenders party thereto (collectively, the
                          "Lenders"), Paribas (as successor-in-interest to Banque
                          Paribas) and The Chase Manhattan Bank, as Managing Agents
                          (collectively, the "Managing Agents") and The Chase
                          Manhattan Bank, as Administrative Agent (in such capacity,
                          the "Administrative Agent").

       10.13  (6)       Security Agreements dated as of September 26, 1996 between
                          Univision Communications Inc. and each of the Guarantors
                          (as defined therein) in favor of the Administrative Agent,
                          for the benefit of the Lenders

       10.14.1(6)       Guarantee dated as of September 26, 1996 executed by the
                          Guarantors other than Univision Network Limited
                          Partnership in favor of the Administrative Agent for the
                          benefit of the Lenders

       10.14.2(6)       Guarantee dated as of September 26, 1996 executed by
                          Univision Network Limited Partnership in favor of the
                          Administrative Agent for the benefit of the Lenders

       10.15  (5)       Employment Agreement dated as of January 1, 1995 between the
                          Network and Ray Rodriguez

       10.22  (6)       Employment Agreement dated as of February 10, 1997, by and
                          between the Company and Henry Cisneros

       10.30  (8)       Co-Production Agreement between the Company and Televisa

       10.31  (10)      Reimbursement Agreement between the Company and Chartwell
                          Services Inc.

       10.32            Amendment to Employment Agreement dated as of January 1,
                          2000 between Univision Television Group, Inc. and George
                          W. Blank

       10.33            Amendment to Employment Agreement dated as of January 1,
                          2000 between the Network and Ray Rodriguez

       10.34            Amendment to Employment Agreement dated as of January 1,
                          2000 by and between the Company and Henry Cisneros

       21.1             Subsidiaries of the Company

       23.1             Consents of experts and Counsel

       24.1             Power of Attorney (contained on "Signatures" page)

       27.1             Financial Data Schedule
</TABLE>

------------------------

 (1) Previously filed as an exhibit to the Registration Statement on Form S-1 of
     PTI Holdings, Inc. (File No. 33-66432)

 (2) Previously filed as an exhibit to the Registration Statement on From S-1 of
     The Univision Network Holding Limited Partnership (File No. 33-66434)

                                       41
<PAGE>
 (3) Previously filed as an exhibit to PTI Holdings, Inc.'s Annual Report on
     Form 10K for the year ended December 31, 1993

 (4) Previously filed as an exhibit to Univision Television Group, Inc.'s Annual
     Report on Form 10K for the year ended December 31, 1995.

 (5) Previously filed as an exhibit to Univision Communications Inc.
     Registration Statement on Form S-1 (File No. 333-6309).

 (6) Previously filed as an exhibit to Univision Communications Inc.'s Annual
     Report on Form 10K for the year ended December 31, 1996.

 (7) Previously filed as an exhibit to Univision Communications Inc.'s Quarterly
     Report on Form 10Q for the period ended June 30, 1997.

 (8) Previously filed as an exhibit to Univision Communications Inc.'s Quarterly
     Report on Form 10Q for the period ended June 30, 1998

 (9) Previously filed as an exhibit to Univision Communications Inc.'s Annual
     Report on Form 10K for the year ended December 31, 1998.

 (10) Previously filed as an exhibit to Univision Communications Inc.'s
      Quarterly Report on Form 10Q for the period ended March 31, 1999.

                                       42
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of Univision Communications Inc.:

    We have audited in accordance with audit standards generally accepted in the
United States, the consolidated financial statements of Univision
Communications Inc. (a Delaware corporation) and subsidiaries for the years
ended December 31, 1999, 1998 and 1997 included in Item 8 of this Form 10-K and
have issued our report thereon dated January 21, 2000. Our audits were made for
the purpose of forming an opinion on the basic consolidated financial statements
taken as a whole. The schedule listed in Item 14(b) of this Form 10-K is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. The schedule for the years ended
December 31, 1997, 1998 and 1999 has been subjected to the auditing procedures
applied in the audit of the basic consolidated financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic consolidated financial statements
taken as a whole.

Arthur Andersen LLP

Roseland, New Jersey
January 21, 2000

                                       43
<PAGE>
                                                                     SCHEDULE II

                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
                       VALUATION AND QUALIFYING ACCOUNTS
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               ADDITIONS
                                                    -------------------------------
                                     BALANCE AT       CHARGED TO       CHARGED TO
                                    BEGINNING OF      COSTS AND          OTHER                           BALANCE AT
DESCRIPTION                            PERIOD          EXPENSES         ACCOUNTS        DEDUCTIONS     END OF PERIOD
-----------                        --------------   --------------   --------------   --------------   --------------
                                   DEBIT (CREDIT)   DEBIT (CREDIT)   DEBIT (CREDIT)   DEBIT (CREDIT)   DEBIT (CREDIT)
<S>                                <C>              <C>              <C>              <C>              <C>
FOR THE YEAR ENDED DECEMBER 31,
  1997:

Allowance for doubtful
  accounts.......................      $  (8,738)      $ (1,312)         $    --          $1,466(1)      $  (8,584)
                                       =========       ========          =======          ======         =========

Accumulated amortization of
  intangible assets..............      $(133,988)      $(42,286)         $    --          $   --         $(176,274)
                                       =========       ========          =======          ======         =========

Accumulated amortization of
  deferred financing costs.......      $    (343)      $ (1,630)         $    --          $   --         $  (1,973)
                                       =========       ========          =======          ======         =========

Allowance for deferred tax
  asset..........................      $ (79,500)      $ 56,120          $23,380(2)       $   --         $      --
                                       =========       ========          =======          ======         =========

FOR THE YEAR ENDED DECEMBER 31,
  1998:

Allowance for doubtful
  accounts.......................      $  (8,584)      $   (648)         $    --          $1,153(1)      $  (8,079)
                                       =========       ========          =======          ======         =========

Accumulated amortization of
  intangible assets..............      $(176,274)      $(43,585)         $    --          $   --         $(219,859)
                                       =========       ========          =======          ======         =========

Accumulated amortization of
  deferred financing costs.......      $  (1,973)      $ (1,677)         $    --          $   --         $  (3,650)
                                       =========       ========          =======          ======         =========

FOR THE YEAR ENDED DECEMBER 31,
  1999:

Allowance for doubtful
  accounts.......................      $  (8,079)      $ (1,192)         $    --          $1,646(1)      $  (7,625)
                                       =========       ========          =======          ======         =========

Accumulated amortization of
  intangible assets..............      $(219,859)      $(39,171)         $    --          $  879(3)      $(258,151)
                                       =========       ========          =======          ======         =========

Accumulated amortization of
  deferred financing costs.......      $  (3,650)      $ (1,441)         $    --          $   --         $  (5,091)
                                       =========       ========          =======          ======         =========
</TABLE>

------------------------

(1) Write-offs of accounts receivable, net of recoveries.

(2) Represents allocations between deferred taxes and goodwill.

(3) Represents sale of Alburquerque station.
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
UNIVISION COMMUNICATIONS INC.

  Report of Independent Public Accountants..................    F-2

  Consolidated Balance Sheets at December 31, 1999 and
    1998....................................................    F-3

  Consolidated Statements of Operations for the Years Ended
    December 31, 1999, 1998 and 1997........................    F-4

  Consolidated Statements of Changes in Stockholders' Equity
    for the Years Ended December 31, 1997, 1998 and 1999....    F-5

  Consolidated Statements of Cash Flows for the Years Ended
    December 31, 1999, 1998 and 1997........................    F-6

  Notes to Consolidated Financial Statements................    F-7
</TABLE>

                                      F-1
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of Univision Communications Inc.:

    We have audited the accompanying consolidated balance sheets of Univision
Communications Inc. (a Delaware corporation) and subsidiaries as of
December 31, 1999 and 1998, and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

    We conducted our audits in accordance with audit standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Univision
Communications Inc. and subsidiaries as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States.

ARTHUR ANDERSEN LLP

Roseland, New Jersey

January 21, 2000

                                      F-2
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                (IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                              -------------------
                                                                1999       1998
                                                              --------   --------
<S>                                                           <C>        <C>
Current assets:
  Cash......................................................  $ 22,558   $ 12,966
  Accounts receivable, less allowance for doubtful accounts
    of $7,625 in 1999 and $8,079 in 1998....................   136,096    118,408
  Program rights............................................     7,847      5,081
  Prepaid expenses and other................................    11,409     17,536
                                                              --------   --------
    Total current assets....................................   177,910    153,991
Property and equipment, less accumulated depreciation of
  $78,504 in 1999 and $56,988 in 1998.......................   205,181    144,496
Intangible assets, less accumulated amortization of $258,151
  in 1999 and $219,859 in 1998..............................   551,240    592,224
Deferred financing costs, less accumulated amortization of
  $5,091 in 1999 and $3,650 in 1998.........................     5,402      6,843
Deferred income taxes.......................................    13,315     22,635
Program rights, less current portion........................     6,984      5,398
Note receivable--Entravision................................    10,000     10,000
Investment in unconsolidated affiliate......................        --         67
Other assets................................................     4,425      2,675
                                                              --------   --------
    Total assets............................................  $974,457   $938,329
                                                              ========   ========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities..................  $ 84,751   $ 75,129
  Accrued interest..........................................       373        641
  Accrued license fee.......................................     9,567      7,572
  Obligations for program rights............................       946        438
  Current portion of long-term debt.........................    46,264     69,111
                                                              --------   --------
    Total current liabilities...............................   141,901    152,891
Long-term debt including accrued interest, less current
  portion...................................................   225,684    343,401
Capital lease obligations, less current portion.............    77,454     34,034
Other long-term liabilities.................................     6,550      4,265
                                                              --------   --------
    Total liabilities.......................................   451,589    534,591

Redeemable convertible 6% preferred stock, $.01 par value,
  with a conversion price of $16.34375 to Class A Common
  Stock (9,000 shares issued and outstanding at
  December 31, 1999 and 1998)...............................     9,090      9,090
                                                              --------   --------
Stockholders' equity:
  Preferred stock, $.01 par value (10,000,000 shares
    authorized).............................................        --         --

  Common stock, $.01 par value (492,000,000 shares
    authorized; 102,141,436 and 90,916,170 shares issued
    including shares in treasury, at December 31, 1999 and
    1998, respectively).....................................     1,021        909
  Paid-in-capital...........................................   427,397    388,772
  Retained earnings.........................................   102,762     22,369
                                                              --------   --------
                                                               531,180    412,050

  Less common stock held in treasury (464,051 shares at cost
    at December 31, 1999 and 1998)..........................   (17,402)   (17,402)
                                                              --------   --------
    Total stockholders' equity..............................   513,778    394,648
                                                              --------   --------
Total liabilities and stockholders' equity..................  $974,457   $938,329
                                                              ========   ========
</TABLE>

                 See Notes to Consolidated Financial Statements

                                      F-3
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                        FOR THE YEARS ENDED DECEMBER 31,
                (IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)

<TABLE>
<CAPTION>
                                                         1999           1998           1997
                                                     ------------   ------------   ------------
<S>                                                  <C>            <C>            <C>
Net revenues.......................................  $    693,090   $    577,053   $    459,741
                                                     ------------   ------------   ------------
Direct operating expenses..........................       241,870        220,918        159,619
Selling, general and administrative expenses.......       184,159        160,543        137,070
Depreciation and amortization......................        62,583         64,438         58,640
                                                     ------------   ------------   ------------

Operating income...................................       204,478        131,154        104,412
Interest expense...................................        27,459         35,830         40,147
Amortization of deferred financing costs...........         1,441          1,677          1,630
Special bonus award................................            --         42,608             --
Equity loss in unconsolidated affiliate............           498            764             --
Reversal of non-recurring expense of acquired
  station..........................................            --             --         (1,059)
                                                     ------------   ------------   ------------

Income before taxes and extraordinary loss on
  extinguishment of debt...........................       175,080         50,275         63,694
Provision (benefit) for income taxes...............        91,536         40,348        (19,465)
                                                     ------------   ------------   ------------
Income before extraordinary loss on extinguishment
  of debt..........................................        83,544          9,927         83,159
Extraordinary loss on extinguishment of debt
  (including a tax provision of $246)..............        (2,611)            --             --
                                                     ------------   ------------   ------------
Net income.........................................        80,933          9,927         83,159
Preferred stock dividends..........................          (540)          (606)          (561)
                                                     ------------   ------------   ------------

Net income available to common stockholders........  $     80,393   $      9,321   $     82,598
                                                     ============   ============   ============
BASIC EARNINGS PER SHARE
Income per share available to common stockholders
  before extraordinary loss........................  $       0.86   $       0.11   $       0.97
Extraordinary loss per share.......................         (0.03)            --             --
                                                     ------------   ------------   ------------
Net income per share available to common
  stockholders.....................................  $       0.83   $       0.11   $       0.97
                                                     ============   ============   ============

Weighted average common shares outstanding.........    96,485,709     86,640,888     85,238,518
                                                     ============   ============   ============
DILUTED EARNINGS PER SHARE
Income per share available to common stockholders
  before extraordinary loss........................  $       0.71   $       0.09   $       0.71
Extraordinary loss per share.......................         (0.02)            --             --
                                                     ------------   ------------   ------------
Net income per share available to common
  stockholders.....................................  $       0.69   $       0.09   $       0.71
                                                     ============   ============   ============

Weighted average common shares outstanding.........   118,118,313    116,209,052    116,345,337
                                                     ============   ============   ============
</TABLE>

                 See Notes to Consolidated Financial Statements

                                      F-4
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                   RETAINED      COMMON
                                                                  EARNINGS /     STOCK
                                             COMMON    PAID-IN-   ACCUMULATED      IN
                                             STOCK     CAPITAL     (DEFICIT)    TREASURY    TOTAL
                                            --------   --------   -----------   --------   --------
<S>                                         <C>        <C>        <C>           <C>        <C>
Balance, January 1, 1997..................   $  852    $330,905    $(69,550)    $     --   $262,207

Net income for the year...................       --          --      83,159           --     83,159

Preferred stock dividends declared........       --          --        (561)          --       (561)

Exercise of stock options, including
  related tax benefits....................        1       1,423          --           --      1,424
                                             ------    --------    --------     --------   --------

Balance, December 31, 1997................      853     332,328      13,048           --    346,229

Net income for the year...................       --          --       9,927           --      9,927

Preferred stock dividends declared........       --          --        (606)          --       (606)

Contribution of treasury shares...........       --      45,011          --      (17,402)    27,609

Exercise of warrants......................       50         274          --           --        324

Conversion of redeemable convertible 6%
  preferred stock.........................        2       2,998          --           --      3,000

Exercise of stock options, including
  related tax benefits....................        4       8,161          --           --      8,165
                                             ------    --------    --------     --------   --------

Balance, December 31, 1998................      909     388,772      22,369      (17,402)   394,648

Net income for the year...................       --          --      80,933           --     80,933

Preferred stock dividends declared........       --          --        (540)          --       (540)

Exercise of warrants......................      101        (101)         --           --         --

Exercise of stock options, including
  related tax benefits....................       11      38,726          --           --     38,737
                                             ------    --------    --------     --------   --------

Balance, December 31, 1999................   $1,021    $427,397    $102,762     $(17,402)  $513,778
                                             ======    ========    ========     ========   ========
</TABLE>

                 See Notes to Consolidated Financial Statements

                                      F-5
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                        FOR THE YEARS ENDED DECEMBER 31,
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                1999       1998       1997
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Net income..................................................  $ 80,933   $  9,927   $ 83,159
Adjustments to reconcile net income to net cash from
  operating activities:
  Depreciation..............................................    23,412     20,853     16,354
  Loss (gain) on sale of fixed assets.......................       183         80       (206)
  Equity loss in unconsolidated affiliate...................       498        764         --
  Non-cash portion of special bonus award...................        --     27,609         --
  Amortization of intangible assets and deferred financing
    costs...................................................    40,612     45,262     43,916
  Reversal of non-recurring expense of acquired station.....        --         --     (1,059)
  Extraordinary loss on extinguishment of debt..............     2,611         --         --
Changes in assets and liabilities:
  Accounts receivable.......................................   (17,688)    (1,559)   (28,145)
  Intangible assets.........................................      (427)    (6,436)    21,789
  Deferred income taxes.....................................     9,320     30,411    (45,484)
  License fees payable......................................   101,724     77,808     59,979
  Payment of license fees...................................   (99,729)   (75,610)   (58,927)
  Program rights............................................    (4,352)    (4,829)      (626)
  Prepaid expenses and other assets.........................     6,617     (8,751)     2,590
  Accounts payable and accrued liabilities..................    31,997      1,240      4,553
  Accrued interest..........................................     7,752      7,943      6,322
  Obligations for program rights............................     1,508       (456)        81
  Other, net................................................     1,986       (161)     1,223
                                                              --------   --------   --------
Net cash provided by operating activities...................   186,957    124,095    105,519
                                                              --------   --------   --------
Cash flow from investing activities:
  Acquisition of Sacramento station.........................        --         --    (28,941)
  Acquisition of Bakersfield station........................        --         --    (14,286)
  Proceeds from sale of fixed assets........................        29         93        404
  Purchase of Santa Rosa low-power station..................        --         --       (313)
  Proceeds from sale of Albuquerque station.................     1,000         --         --
  Investment in unconsolidated affiliate....................    (1,000)      (831)        --
  Capital expenditures......................................   (38,965)   (40,984)   (35,199)
  Organization costs........................................        --         --       (244)
                                                              --------   --------   --------
  Net cash used in investing activities.....................   (38,936)   (41,722)   (78,579)
                                                              --------   --------   --------
Cash flow from financing activities:
  Proceeds from issuance of long-term debt..................    62,000     90,000     80,000
  Purchase of Junior Subordinated Notes.....................   (17,998)        --         --
  Repayment of long-term debt...............................  (198,361)  (174,715)  (105,597)
  Exercise of options.......................................    16,470      4,960        862
  Exercise of warrants......................................        --        324         --
  Preferred stock dividends paid............................      (540)      (636)      (441)
  Tax payments to partners..................................        --         --     (1,500)
  Deferred financing costs..................................        --         --     (1,192)
                                                              --------   --------   --------
Net cash used in financing activities.......................  (138,429)   (80,067)   (27,868)
                                                              --------   --------   --------
Net increase (decrease) in cash.............................     9,592      2,306       (928)
Cash beginning of year......................................    12,966     10,660     11,588
                                                              --------   --------   --------
Cash end of year............................................  $ 22,558   $ 12,966   $ 10,660
                                                              ========   ========   ========
Supplemental disclosure of cash flow information:
  Interest paid during the year.............................  $ 20,412   $ 27,589   $ 34,070
                                                              ========   ========   ========
Supplemental disclosure of non-cash activity regarding
  acquisitions:
  Total assets acquired, net of cash........................  $     --   $     --   $ 55,544
  Liabilities assumed.......................................        --         --       (317)
                                                              --------   --------   --------
  Net assets acquired.......................................        --         --     55,227
  Non-cash consideration....................................        --         --    (12,000)
                                                              --------   --------   --------
Total cash consideration....................................  $     --   $     --   $ 43,227
                                                              ========   ========   ========
</TABLE>

                 See Notes to Consolidated Financial Statements

                                      F-6
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

1. ORGANIZATION OF THE COMPANY

    Univision Communications Inc. is the leading Spanish-language television
broadcast company in the United States. The Company includes the Univision
Network, the most-watched Spanish-language television network in the United
States; Univision Television Group, which owns and operates 12 full-power and 7
low-power television stations, including full-power stations in 11 of the top 15
U.S. Hispanic markets; and Galavision, the country's leading Spanish-language
cable network. Univision's signal reaches 92 percent of all U.S. Hispanic
households through its O&Os, Affiliated Stations and cable affiliates.

    The Company's 11 full-power, Spanish-language television stations are
located in Los Angeles, New York, Miami, San Francisco, Chicago, Houston, San
Antonio, Dallas, Phoenix, Fresno, and Sacramento and the Company's one
English-language, full-power television station is located in Bakersfield. The
Company also owns and operates seven low-power Spanish-language television
stations serving Austin, Bakersfield, Fort Worth, Hartford, Philadelphia, Santa
Rosa and Tucson. The Company's Spanish-language television stations are
affiliated with the Network, and the English-language station is affiliated with
United Paramount Network (UPN).

2. SIGNIFICANT ACCOUNTING POLICIES

    BASIS OF PRESENTATION

    The consolidated financial statements include the accounts and operations of
Univision Communications Inc. and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated. Certain
reclassifications have been made to the prior year's financial statements to
conform to the current year's presentation.

    USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.

    The Company's operations and ability to grow may be affected by numerous
factors, including changes in audience tastes, priorities of advertisers, new
laws and governmental regulations and policies, changes in broadcast technical
requirements, technological advances, entry of new competitors and changes in
the willingness of financial institutions and other lenders to finance
television-station acquisitions and operations. The Company cannot predict
which, if any, of these or other factors might have a significant impact on the
television industry in the future, nor can it predict what impact, if any, the
occurrence of these or other events might have on the Company's operations.

    PROPERTY AND EQUIPMENT AND RELATED DEPRECIATION AND AMORTIZATION

    Property and equipment is carried on the basis of cost. Depreciation is
provided using the straight-line method over the estimated useful lives of the
assets. Buildings and improvements are depreciated over 5 to 20 years, broadcast
and other equipment over 3 to 7 years. Leasehold improvements are amortized over
the remaining life of the lease. Depreciation and amortization include
depreciation on property and equipment of $23,412,000 in 1999, $20,853,000 in
1998 and $16,354,000 in 1997, of which $19,996,000,

                                      F-7
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
$17,966,000 and $14,428,000, respectively, relate to direct operating expense
and $3,416,000, $2,887,000 and $1,926,000, respectively, relate to selling,
general and administrative expenses.

    INTANGIBLE ASSETS

    Intangible assets consist of amounts by which the cost of acquisitions
exceeded the fair values assigned to net tangible assets. The intangible assets
primarily represent broadcasting licenses, Network affiliation agreements,
acquisition costs and goodwill. Acquisition costs are amortized over a five-year
period, and substantially all other intangible assets are amortized on the
straight-line method over 20 years.

    Intangible assets and accumulated amortization consist of the following as
of December 31, 1999 and 1998 (in thousands):

<TABLE>
<CAPTION>
                                                          1999        1998
                                                        ---------   ---------
<S>                                                     <C>         <C>
Broadcast licenses....................................  $ 286,949   $ 287,386
Affiliation agreements................................    427,041     427,185
Goodwill and other intangible assets..................     95,401      97,512
                                                        ---------   ---------
                                                          809,391     812,083
Accumulated amortization..............................   (258,151)   (219,859)
                                                        ---------   ---------
                                                        $ 551,240   $ 592,224
                                                        =========   =========
</TABLE>

    Subsequent to acquisitions, the Company continually evaluates whether later
events and circumstances have occurred which indicate that the remaining
estimated useful life of intangible assets may warrant revision or that the
remaining balance of such assets may not be recoverable. When factors indicate
that intangible assets should be evaluated for possible impairment, the Company
uses an estimate of the nondiscounted operating income over the remaining life
of the intangible assets in measuring whether the intangible assets are
recoverable.

    DEFERRED FINANCING COSTS

    Deferred financing costs are amortized over the life of the related debt.

                                      F-8
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

    Accounts payable and accrued liabilities comprise the following as of
December 31, 1999 and 1998 (in thousands):

<TABLE>
<CAPTION>
                                                              1999       1998
                                                            --------   --------
<S>                                                         <C>        <C>
Trade accounts payable and accruals.......................  $49,288    $42,467
Severance and litigation costs............................    5,780      6,700
Acquired stations integration costs.......................    1,694      2,334
Facility consolidation costs..............................      658        860
Research costs............................................    1,087        774
Accrued compensation......................................   15,432     13,391
Other.....................................................   10,812      8,603
                                                            -------    -------
                                                            $84,751    $75,129
                                                            =======    =======
</TABLE>

    PROGRAM RIGHTS FOR TELEVISION BROADCAST

    Costs incurred in connection with the production of or purchase of rights to
programs to be broadcast within one year are classified as current assets, while
costs of those programs to be broadcast subsequently are considered noncurrent.
Program costs are charged to expense as the programs are broadcast.

    NET REVENUES

    Net revenues comprise gross revenues, including subscriber fees, a Network
service fee payable to the Network by the Affiliated Stations, less agency
commissions and an allocation of Network revenues to certain Affiliated
Stations. Gross revenues and the related agency commissions and allocations to
Affiliated Stations are recognized when advertising spots are broadcast. No one
advertiser represented more than 10% of gross advertising revenues of the
Company in 1999, 1998 or 1997.

    EARNINGS PER SHARE

    In December 1997, the Company adopted the Statement of Financial Accounting
Standards (SFAS) No. 128 "Earnings per Share," which supersedes Accounting
Principles Board (APB) Opinion No. 15 "Earnings per Share" for calculating
earnings per share. Under the guidelines of SFAS No. 128, the Company is
required to calculate basic earnings per share, which is computed by dividing
income available to common stockholders (the numerator) by the weighted-average
number of common shares outstanding (the denominator) during the period. Income
available to common stockholders is computed by deducting both the dividends
declared in the period on preferred stock (whether or not paid) and dividends
accumulated for the period on cumulative preferred stock (whether or not earned)
from income from continuing operations and also net income. The Company is also
required to compute diluted earnings per share, which is similar to basic
earnings per share, except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
dilutive potential common shares had been issued. In addition, in computing the
dilutive effect of convertible securities, the numerator is adjusted to add back
the convertible preferred stock dividends.

                                      F-9
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

    In June 1998, the Financial Accounting Standards Board issued SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities." The Statement
establishes accounting and reporting standards requiring that every derivative
instrument (including certain derivative instruments embedded in other
contracts) be recorded in the balance sheet as either an asset or a liability
measured at its fair value. The Statement requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. Special accounting for qualifying hedges
allows a derivative's gains and losses to offset related results on the hedged
item in the income statement and requires that a company must formally document,
designate and assess the effectiveness of transactions that receive hedge
accounting.

    In June 1999, the Financial Accounting Standards Board delayed the required
adoption of SFAS No. 133 to be effective for fiscal years beginning after
June 15, 2000. The Company is currently evaluating the impact that SFAS No. 133
will have on the Company's consolidated financial position and results of
operations.

    COMMON STOCK SPLIT

    On December 3, 1997, the Board of Directors approved a two-for-one stock
split for all common stockholders of record as of December 17, 1997. The common
stock split became effective on January 12, 1998, and each stockholder received
one new share of common stock for each outstanding share of the Company's common
stock held as of the record date. All references to the number of shares and to
per-share data included in the consolidated financial statements and footnotes
have been adjusted to reflect the stock split on a retroactive basis.

    INCOME TAXES

    Income taxes are recognized during the year in which transactions enter into
the determination of financial statement income. Deferred taxes are provided for
temporary differences between amounts of assets and liabilities for financial
reporting purposes and such amounts as measured by tax laws (see Note 9).

3. RELATED PARTY TRANSACTIONS

    PROGRAM LICENSE AGREEMENTS

    The Company has Program License Agreements with Televisa and Venevision with
a royalty rate of 13.5% of Combined Net Time Sales for 1997 and 15% for all
years thereafter until the termination of the agreements on December 17, 2017.

    Additionally, pursuant to the Program License Agreements, Televisa and
Venevision have the right to use, without charge, advertising time that we do
not sell to advertisers or that we do not use. There are limitations on the
ability of Televisa and Venevision to use such time for telemarketing products,
and such time may be preempted to the extent sold to a paying advertiser.
Televisa and Venevision each may also purchase for its own use non-preemptable
time at the lowest spot rate for the applicable time period.

                                      F-10
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

3. RELATED PARTY TRANSACTIONS (CONTINUED)
During 1999, Televisa purchased non-preemptable time from the Company, which
resulted in advertising revenues of approximately $1,784,000.

    SPECIAL BONUS AWARD

    On May 13, 1998, a major stockholder contributed 1,354,665 shares of
Class P Common Stock to the Company, which were converted to Class A Common
Stock and placed in the Company's treasury. On May 27, 1998, under the Univision
Communications Inc. 1998 Stock Bonus Plan, the Company granted 890,614 shares of
Class A Common Stock to selected employees. These transactions resulted in a
pre-tax income statement charge of $42,608,000, which consists of non-cash
compensation of $27,609,000 and required tax withholdings remitted by the
Company of $14,999,000, as well as an increase to paid-in-capital of
$45,011,000. The net income effect on the 12 months ended December 31, 1998, was
a reduction of $29,084,000, net of the $13,524,000 related tax benefit. The tax
benefit was reduced by $3,493,000 due to the effect of non-deductible excess
compensation of $8,541,000. The Company has retained the remaining 464,051
shares, with a book value of $17,402,000, in its treasury. Consistent with
broadcast industry reporting, broadcast cash flow and EBITDA exclude the total
amount of this special bonus award of $42,608,000.

4. PROPERTY AND EQUIPMENT

    Property and equipment, and accumulated depreciation and amortization,
consist of the following as of December 31, 1999 and 1998 (in thousands):

<TABLE>
<CAPTION>
                                                            1999       1998
                                                          --------   --------
<S>                                                       <C>        <C>
Land and improvements...................................  $ 14,407   $  7,396
Building and improvements...............................    45,568     36,443
Broadcast equipment.....................................    98,112     86,016
Capital leases..........................................    88,161     41,577
Other equipment.........................................    25,859     17,800
Construction in progress................................    11,578     12,252
                                                          --------   --------
                                                           283,685    201,484
Accumulated depreciation and amortization...............   (78,504)   (56,988)
                                                          --------   --------
                                                          $205,181   $144,496
                                                          ========   ========
</TABLE>

                                      F-11
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

5. DEBT

    Long-term debt (excluding capital leases--see Note 6) consists of the
following as of December 31, 1999 and 1998 (in thousands):

<TABLE>
<CAPTION>
                                                            1999       1998
                                                          --------   --------
<S>                                                       <C>        <C>
Bank Term Facility......................................  $200,000   $301,000
Revolving Credit Facility...............................        --     32,250
Junior Subordinated Notes payable including accrued
  interest..............................................    68,784     76,151
Other...................................................        --        238
                                                          --------   --------
                                                           268,784    409,639
Less current portion....................................   (43,100)   (66,238)
                                                          --------   --------
Long-term debt..........................................  $225,684   $343,401
                                                          ========   ========
</TABLE>

    The Company has a bank facility with a syndicate of commercial banks and
other lenders that consists of a $200,000,000 amortizing term loan (the "Term
Facility") with a final maturity of December 31, 2003, and a $190,000,000
reducing revolving credit facility (the "Revolving Credit Facility") maturing on
the same date.

    The Term Facility amortizes quarterly, with $35,100,000 required to be
repaid during 2000. During 1999, the Company paid the required quarterly
amortization payments totaling $46,000,000, made an optional prepayment of
$35,000,000 against the Term Facility and paid the 1998 Revolving Credit
Facility balance of $32,250,000. In addition, in the first quarter of 1999, the
Company made a $20,000,000 prepayment against its Term Facility as a result of
its annual "excess cash flow" calculation based on its 1998 operating results.
The payment was funded by an increase in the Revolving Credit Facility which was
subsequently repaid within the quarter with cash from operations. In the first
quarter of 2000, the Company made an $8,000,000 prepayment against its Term
Facility as a result of its annual "excess cash flow" calculation based on its
1999 operating results. The payment was funded by cash from operations. The
Revolving Credit Facility has scheduled reductions in availability of $2,500,000
per quarter during 2000.

    At December 31, 1999, the Company had $190,000,000 available to borrow from
its Revolving Credit Facility.

    In addition to the scheduled amortization of the Term Facility and scheduled
reductions of the Revolving Credit Facility described above, 50% of "excess cash
flow" of the Company (66 2/3% if certain leverage tests are not satisfied) will
be applied each year, first to ratably reduce loans made under the Term Facility
and thereafter to reduce the availability under the Revolving Credit Facility.
In addition, proceeds from the sale or other disposition of assets outside the
ordinary course of business and 80% of the proceeds of equity offerings by the
Company will be similarly applied. Any such mandatory prepayments will ratably
reduce each remaining installment or scheduled reduction of the Term Facility
and the Revolving Credit Facility.

    The bank facility may be voluntarily prepaid by the Company at any time
without premium or penalty.

    Loans made under the bank facility bear interest, which includes interest
rate margin costs, determined by reference to the ratio of the Company's total
indebtedness to EBITDA for the four fiscal

                                      F-12
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

5. DEBT (CONTINUED)
quarters most recently concluded (the "Leverage Ratio"). The interest rate
margins applicable to the Eurodollar (Libor) loans range from 0.35% to 1.00% per
annum. There are no interest rate margins applicable to prime rate loans. At
December 31, 1999, the interest rate applicable to the Company's Eurodollar
loans was approximately 6.50%, which includes an interest rate margin cost of
0.35%, and the interest rate applicable to all prime rate loans was 8.50%.

    The bank facility is guaranteed by the Company and is secured by a security
interest in substantially all of the personal property assets of the Company
(subject to limitations of federal law in the case of FCC licenses of the O&Os).

    The bank facility contains limitations on the incurrence of debt and liens
by the Company, the payment of cash common stock dividends, the disposition of
assets, financial performance tests and other restrictions typical of leveraged
credits.

    In addition to customary events of default, it will be an event of default
if a change of control occurs (defined as a person or persons other than A.
Jerrold Perenchio or his permitted transferees gaining voting control of the
Company).

    The Junior Subordinated Notes, which have a face value of $7,306,000 and
$50,020,000 and bear simple interest at 7%, were originally payable by PTI
Holdings, Inc. and Univision Network Holding Limited Partnership, respectively,
to Hallmark Cards, Inc. ("Hallmark") in connection with the acquisition from
Hallmark. Hallmark has since sold the Junior Subordinated Notes to a third
party, which resold them to the public as a series of notes. The Junior
Subordinated Notes are unsecured; all interest and principal is due on
December 17, 2002. The Junior Subordinated Notes were discounted at an effective
rate of approximately 12.5%. During 1999, the Company purchased at a premium
$14,074,000 face amount of the Junior Subordinated Notes (see Note 11). The
discounts on the Junior Subordinated Notes with a face value of $57,326,000 at
December 31, 1999, and $71,400,000 at December 31, 1998, are $16,797,000 and
$25,429,000, respectively. The discounts, which are shown as a reduction of the
related debt, are being amortized under the interest method over the term of the
Junior Subordinated Notes.

    Long-term debt (excluding capital leases--see Note 6) matures as follows (in
thousands):

<TABLE>
<CAPTION>
                                                               AMOUNT
                                                              --------
<S>                                                           <C>
Year ending December 31:
2000........................................................  $ 43,100
2001........................................................    55,000
2002........................................................   131,784
2003........................................................    38,900
Thereafter..................................................        --
                                                              --------
  Total.....................................................  $268,784
                                                              ========
</TABLE>

    The Company estimates that the fair value of the bank debt and the Junior
Subordinated Notes at December 31, 1999, approximates book value.

                                      F-13
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

5. DEBT (CONTINUED)
    Interest expense, net, reflected in the accompanying consolidated statements
of operations, comprises the following for the years ended December 31, (in
thousands):

<TABLE>
<CAPTION>
                                                     1999       1998       1997
                                                   --------   --------   --------
<S>                                                <C>        <C>        <C>
Bank facility....................................  $16,261    $23,959    $29,270
Junior Subordinated Notes........................    8,020      8,465      7,525
Capital leases (see Note 6)......................    3,283      3,544      3,775
Other--net.......................................     (105)      (138)      (423)
                                                   -------    -------    -------
                                                   $27,459    $35,830    $40,147
                                                   =======    =======    =======
</TABLE>

6. COMMITMENTS

    The Company is obligated under long-term operating leases expiring at
various dates through 2017 for office, studio, automobile, tower and transponder
rentals. The Company is also obligated under long-term capital lease obligations
through 2021. The following is a schedule by year of future annual rentals under
operating and capital leases as of December 31, 1999 (in thousands):

<TABLE>
<CAPTION>
                                                          OPERATING   CAPITAL
                                                           LEASES      LEASES
                                                          ---------   --------
<S>                                                       <C>         <C>
Year ending December 31:
2000....................................................   $ 9,703    $  6,156
2001....................................................     9,542       8,243
2002....................................................     7,728      10,331
2003....................................................     7,011      10,331
2004....................................................     6,696       9,192
Thereafter..............................................    42,724     108,693
                                                           -------    --------
Total minimum lease payments............................   $83,404     152,946
                                                           =======
Less interest and executory costs.......................               (72,328)
                                                                      --------
Total present value of minimum lease payments...........                80,618
Current portion.........................................                (3,164)
                                                                      --------
Capital lease obligation, less current portion..........              $ 77,454
                                                                      ========
</TABLE>

    Rent expense totaled $11,952,000 in 1999, $10,315,000 in 1998 and $8,320,000
in 1997.

    In June 1998, the Company entered a new five-year contract with Nielsen
Media Research ("Nielsen"), expiring in 2002, to provide television audience
measurement services for the Network. The aggregate payment under the contract
is approximately $24,000,000, payable over five years in increasing
installments, with an aggregate payment remaining under the contract of
approximately $14,200,000 at December 31, 1999. The O&Os have various Nielsen
contracts extending from November 1995 to October 2003 with aggregate payments
of approximately $32,600,000. At December 31, 1999, the aggregate payments
remaining under these contracts are approximately $29,000,000, with most of the
O&Os' contracts expiring in October 2003.

                                      F-14
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

6. COMMITMENTS (CONTINUED)

    In November 1999, the Company entered into a 20-year lease for a five-story
building with approximately 164,000 square feet for the relocation of its
flagship station and certain corporate functions in Los Angeles. The building
will be constructed and owned by the landlord, with occupancy of the premises
expected during the latter part of 2001. The sum of the lease payments will be
approximately $103,000,000 over 20 years beginning on the expected lease
commencement date of July 1, 2001. The lease has been capitalized by the Company
for $46,584,000 and is reflected in the capital lease table listed above.

    As of December 31, 1999, the Company is committed to pay minimum annual base
compensation approximating $7,050,000, pursuant to major talent contracts
through December 31, 2000. These payments do not include amounts payable upon
the attainment of certain annual revenue levels or upon the performance of other
contractual provisions.

    In 1998, a joint venture between the Company and Home Shopping Network
Capital LLC formed Home Shopping Network En Espanol LLC. As of December 31,
1999, the Company sold its 50% interest in Home Shopping Network En Espanol LLC
to Home Shopping Network Capital LLC. As a result, the Company will not be
required to make any future cash contributions to Home Shopping Network En
Espanol LLC. The home shopping program will continue to air on Galavision
throughout 2000.

7. EMPLOYEE BENEFITS

    The Company has a 401(k) retirement savings plan (the "401(k) Plan")
covering all eligible employees who have completed one year of service. The
401(k) Plan allows the employees to defer a portion of their annual
compensation, and the Company may match a portion of the employees'
contributions. For the years ended December 31, 1999, 1998 and 1997, the Company
made matching contributions to the 401(k) Plan totaling $4,101,000, $3,694,000
and $1,430,000, respectively. Effective January 1, 1998, the Company began
matching 100% of the first 6% of eligible compensation that employees contribute
to the 401(k) Plan. This represents an increase over the 1997 matching, during
which time the Company matched 75% of the first 4% of employees' contributions.

8. CONTINGENCIES

    There are various legal actions and other claims pending against the Company
incidental to its business and operations. In the opinion of management, the
resolution of these matters will not have a material effect on the consolidated
financial position or results of operations.

    The Network, with operations located primarily in Miami, accounted for 52%
of the Company's gross advertising revenues in 1999, 51% in 1998 and 49% in
1997. The Network accounted for 46% of trade accounts receivable as of
December 31, 1999, and 48% in 1998. The Company's station serving Los Angeles
accounted for 16%, 17% and 18% of the Company's gross advertising revenues in
1999, 1998 and 1997, respectively, and 18% and 17% of trade accounts receivable
as of December 31, 1999 and 1998, respectively. The Company's station serving
Miami accounted for 8%, 9% and 10% of the Company's gross advertising revenues
in 1999, 1998 and 1997, respectively, and 9% of trade accounts receivable as of
December 31, 1999 and 1998.

    The Company maintains insurance coverage for various risks, where deemed
appropriate by management, at rates and on terms which management considers
reasonable. The Company self-insures certain

                                      F-15
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

8. CONTINGENCIES (CONTINUED)
portions of its employee health benefits as well as the deductible portion of
certain insurance coverage for various risks, including those associated with
windstorm and earthquake damage. The Company has recorded estimated liabilities
for these uninsured portions of risks. In management's opinion, the potential
exposure in future periods, if uninsured losses in excess of amounts provided
were to be incurred, would not be material to the consolidated financial
position or results of operations.

9. INCOME TAXES

    The Company files a consolidated federal income tax return. The income tax
provision (benefit) for the years ended December 31, 1999, 1998 and 1997
comprised the following charges (benefits) (in thousands):

<TABLE>
<CAPTION>
                                                    1999       1998       1997
                                                  --------   --------   --------
<S>                                               <C>        <C>        <C>
Current:
  Federal.......................................  $70,592    $ 5,832    $     --
  State.........................................   12,138      4,105       2,300

Deferred:
  Federal.......................................    5,937     28,273     (19,044)
  State.........................................    2,869      2,138      (2,721)
                                                  -------    -------    --------
Total...........................................  $91,536    $40,348    $(19,465)
                                                  =======    =======    ========
</TABLE>

    The deferred income tax benefit in 1997 comprises a federal and state
provision of $34,355,000, offset by a benefit of $56,120,000 resulting from the
decrease in the deferred tax asset valuation allowance.

    The Company accounts for income taxes under the liability method pursuant to
Statement of Financial Accounting Standards (SFAS) No. 109 "Accounting for
Income Taxes." Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of

                                      F-16
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

9. INCOME TAXES (CONTINUED)
the Company's deferred tax assets and liabilities as of December 31, 1999 and
1998 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                              1999       1998
                                                            --------   --------
<S>                                                         <C>        <C>
Deferred tax assets:
  Property and equipment, net.............................  $    --    $ 3,700
  Intangible assets, net..................................       --        400
  Accrued severance and litigation........................    2,200      1,700
  Accrued insurance.......................................      900        900
  Accrued vacation........................................    1,400      1,000
  Deferred compensation...................................    2,300      2,200
  Purchase accounting accruals............................    1,400      1,900
  Allowance for doubtful accounts.........................    1,700      1,100
  Accrued facility-related costs..........................    1,500      1,500
  Charitable contributions carryforwards..................       --      1,400
  Net operating loss carryforwards........................    5,800      9,300
  Other assets, net.......................................    2,315         --
                                                            -------    -------
Total deferred tax assets.................................   19,515     25,100
                                                            -------    -------

Deferred tax liabilities:
  Property and equipment, net.............................    5,800         --
  Intangible assets, net..................................      400         --
  Other liabilities.......................................       --      2,465
                                                            -------    -------
Total deferred tax liabilities............................    6,200      2,465
                                                            -------    -------
Total net deferred tax assets.............................  $13,315    $22,635
                                                            =======    =======
</TABLE>

    At December 31, 1999, the Company had net operating loss carryforwards of
$16,600,000 that expire in 2004 and 2005, resulting from the 1992 acquisitions.
The tax benefit relating to the recognition of these items was applied to reduce
goodwill related to the acquisitions.

    As a result of various acquisitions, the Company recorded goodwill
representing the consideration given in excess of the net assets related to the
transactions. Some of the amortization of this goodwill is not deductible for
tax purposes, and, in accordance with SFAS No. 109, no deferred tax liability
was accrued. Consequently, in future periods, the Company's effective tax rate
provided will be greater than the statutory rate. Therefore, for financial
reporting purposes, including the above non-deductible goodwill, as of
December 31, 1999, the Company had remaining intangible assets of $551,240,000
that are being amortized over the next 19 years. For tax purposes, as of
December 31, 1999, the Company had remaining intangible assets of $104,640,000,
of which $10,065,000 is expected to be deductible in 2000, with balance expected
to be deductible over 15 years. The non-deductible intangible amortization
permanent difference was $31,229,000 and $34,897,000 for the years ended
December 31, 1999 and 1998, respectively.

                                      F-17
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

9. INCOME TAXES (CONTINUED)
    For the years ended December 31, 1999 and 1998, a reconciliation of the
federal statutory tax rate to the Company's effective tax rate is as follows:

<TABLE>
<CAPTION>
                                                                1999         1998
                                                              --------     --------
<S>                                                           <C>          <C>
Federal statutory tax rate..................................    35.0%        35.0%
State and local income taxes, net of federal tax benefit....     5.7          5.9
Junior Subordinated Notes...................................     1.4          1.8
Goodwill amortization.......................................     8.2         29.0
Non-deductible portion of total compensation................      --          7.1
Sale of Albuquerque station.................................     1.3           --
Other.......................................................     0.7          1.5
                                                                ----         ----
    Total effective tax rate................................    52.3%        80.3%
                                                                ====         ====
</TABLE>

10. EARNINGS PER SHARE

    The following is the reconciliation of the numerator and the denominator of
the basic and diluted earnings-per-share computations for "Income (loss) before
extraordinary loss on extinguishment of debt" required by SFAS No. 128 (Earnings
Per Share):

<TABLE>
<CAPTION>
                                           FOR THE YEAR ENDED 1999                   FOR THE YEAR ENDED 1998
                                   ---------------------------------------   ---------------------------------------
                                     INCOME         SHARES       PER-SHARE     INCOME         SHARES       PER-SHARE
                                   (NUMERATOR)   (DENOMINATOR)    AMOUNT     (NUMERATOR)   (DENOMINATOR)    AMOUNT
                                   -----------   -------------   ---------   -----------   -------------   ---------
                                                    (IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
<S>                                <C>           <C>             <C>         <C>           <C>             <C>
Income before extraordinary
  items..........................    $83,544                                    $9,927
Less preferred stock dividends...       (540)                                     (606)
                                     -------                                    ------

Basic Earnings Per Share
  Income before extraordinary
    items per share available to
    common stockholders..........     83,004       96,485,709      $0.86         9,321       86,640,888      $0.11
                                                                   =====                                     =====

Effect of Dilutive Securities
  Warrants.......................         --       18,401,440                       --       27,393,259
  Options........................         --        2,680,495                       --        1,557,672(a)
  Convertible preferred stock
    (b)..........................        540          550,669                      606          617,233
                                     -------      -----------                   ------      -----------

Diluted Earnings Per Share
  Income before extraordinary
    items per share available to
    common stockholders..........    $83,544      118,118,313      $0.71        $9,927      116,209,052      $0.09
                                     =======      ===========      =====        ======      ===========      =====
</TABLE>

                                      F-18
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

10. EARNINGS PER SHARE (CONTINUED)

<TABLE>
<CAPTION>
                                                                     FOR THE YEAR ENDED 1997
                                                             ---------------------------------------
                                                               INCOME         SHARES       PER-SHARE
                                                             (NUMERATOR)   (DENOMINATOR)    AMOUNT
                                                             -----------   -------------   ---------
<S>                                                          <C>           <C>             <C>
Income before extraordinary items..........................    $83,159
Less preferred stock dividends.............................       (561)
                                                               -------

Basic Earnings Per Share
  Income before extraordinary items per share available to
    common stockholders....................................     82,598       85,238,518      $0.97
                                                                                             =====

Effect of Dilutive Securities
  Warrants.................................................         --       28,795,768
  Options..................................................         --        1,576,826(c)
  Convertible preferred stock (b)..........................        561          734,225
                                                               -------      -----------

Diluted Earnings Per Share
  Income before extraordinary items per share available to
    common stockholders....................................    $83,159      116,345,337      $0.71
                                                               =======      ===========      =====
</TABLE>

------------------------

(a) Options of 2,103,000 shares granted on December 4, 1998, were excluded as
    common stock equivalents, since the average market price of the Class A
    Common Stock during the 1998 fourth quarter was lower than the exercise
    price of the options and the inclusion of the potential shares would be
    antidilutive.

(b) The redeemable convertible 6% preferred stock was issued on March 20, 1997,
    as part of the acquisition of the Sacramento full-power Affiliated Station.
    The 12,000 shares issued and outstanding at December 31, 1997, have a
    liquidation preference of $1,000 per share (plus accrued and unpaid
    dividends). The preferred stock is convertible into Class A Common Stock at
    the option of the holder until the fourth anniversary of the closing of the
    acquisition at a conversion price of $16.34375. At December 31, 1999 and
    1998, there were 9,000 shares outstanding.

(c) Options of 2,320,000 shares granted on December 12, 1997, were excluded as
    common stock equivalents, since the average market price of the Class A
    common stock during the 1997 fourth quarter was lower than the exercise
    price of the options and the inclusion of the potential shares would be
    antidilutive. No options were granted by the Company prior to September 26,
    1996.

                                      F-19
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

11. EARLY EXTINGUISHMENT OF DEBT

    During the 12 months ended December 31, 1999, the Company purchased at a
premium $14,074,000 face amount of its Junior Subordinated Notes, resulting in
an extraordinary loss of $2,610,719, including a related income tax provision of
$245,739. The tax provision was due to an extraordinary tax gain resulting from
a higher permanent discounted note basis for tax versus book purposes.

12. COMMON STOCK, PREFERRED STOCK AND WARRANTS

    The Company's common stock consists of Class A, Class P, Class T and
Class V shares. The Class A shares are listed on the New York Stock Exchange and
are primarily held by non-affiliates. The Class P, T, and V shares are held by
affiliates and are not traded. All classes of common stock have substantially
the same rights, with the exception of Class P shares, which have ten votes per
share on all matters on which shareholders are entitled to vote.

    The Company had 10,000,000 shares of preferred stock, $.01 par value,
authorized at December 31, 1999 and 1998. The Company had 12,000 shares of
redeemable convertible 6% preferred stock, $.01 par value, issued and
outstanding at December 31, 1997, in connection with the acquisition of the
Sacramento station. At December 31, 1999 and 1998, the Company had accrued
preferred stock dividends of $90,000. During the six months ended June 30, 1998,
3,000 redeemable convertible 6% preferred stock shares were redeemed and
converted to 183,556 shares of Class A Common Stock, resulting in an increase to
common stock of $1,836 and to paid-in-capital of $2,998,164. The reduction to
the redeemable convertible 6% preferred stock balance was $3,000,000, resulting
in a remaining outstanding balance at December 31, 1999 and 1998 of $9,090,000,
including accrued dividends of $90,000.

    The remaining 9,000 shares of redeemable convertible 6% preferred stock have
one vote per share, a liquidation preference of $1,000 per share (plus accrued
and unpaid dividends) and a cumulative dividend preference of 6% per share per
annum ($15.00 per share per quarter), increasing to 9% per share per annum if
accrued and unpaid dividends per share equal or exceed $30.00. The preferred
stock is convertible into Class A Common Stock at the option of the holder until
the fourth anniversary of the closing of the acquisition at a conversion price
of $16.34375. The preferred stock is redeemable at the option of the holder at
any time and by the Company after the fourth anniversary of the issuance of the
preferred stock, in each case, for an amount equal to the liquidation
preference. Consequently, holders of the redeemable convertible 6% preferred
stock have greater rights than holders of the Class A Common Stock.

    Televisa and Venevision also own warrants to acquire from the Company
additional common shares. These warrants cannot be exercised by either Televisa
or Venevision (or by any other non-U.S. citizen) if such exercise would result
in a violation of the foreign ownership restrictions of the Communications Act
of 1934. Subject to certain restrictions, Televisa and Venevision may transfer
such warrants. If Televisa and Venevision were to exercise these warrants, their
ultimate ownership of the Company would be approximately 6% for Televisa and 20%
for Venevision.

13. ENTRAVISION AFFILIATION

    Entravision owns 20 of the Company's Affiliated Stations, and these 20
stations represent approximately 20% of the Network's broadcast distribution. As
of January 1, 1999, the Company had a $10,000,000 convertible promissory note
from Entravision that was convertible into an approximately 26%

                                      F-20
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

13. ENTRAVISION AFFILIATION (CONTINUED)
equity interest in Entravision. On March 31, 1999, the Company sold the FCC
broadcast license and the fixed assets of station KLUZ, Channel 41, Albuquerque,
New Mexico, to Entravision. Under the terms of the agreement, the Company
received as consideration $1,000,000 in cash and an option to acquire an
additional 2% equity interest in Entravision. As of December 31, 1999, the
Company had an approximate 28% interest in Entravision (see Note 16).

14. 1996 PERFORMANCE AWARD PLAN

    In 1996, the Company adopted a 1996 Performance Award Plan ("the Plan") that
reserves shares of Class A Common Stock for issuance to Company officers, key
employees and other eligible persons as determined by the Board of Directors or
Plan Committee (as appointed by the Board). The Company has adopted the
disclosure-only provisions of SFAS No. 123 "Accounting for Stock-Based
Compensation." Accordingly, no compensation cost has been recognized for the
Plan. Had compensation cost for the Plan been determined based on the fair value
at the grant date for awards in 1999, 1998 and 1997 consistent with the
provisions of SFAS No. 123, the Company's net income and earnings per share
available to common stockholders would have been reduced to the pro forma
amounts indicated below:

<TABLE>
<CAPTION>
                                                       BASIC EPS                       DILUTED EPS
                                             ------------------------------   ------------------------------
                                               1999       1998       1997       1999       1998       1997
                                             --------   --------   --------   --------   --------   --------
                                                        (IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)
<S>                                          <C>        <C>        <C>        <C>        <C>        <C>
Net income available to common
  stockholders--as reported................  $80,393     $9,321    $82,598    $80,933     $9,927    $83,159
Net income (loss) available to common
  stockholders--pro forma..................   65,921     (1,764)    76,545     66,461     (1,158)    77,106
EPS available to common stockholders--as
  reported.................................     0.83       0.11       0.97       0.69       0.09       0.71
EPS available to common stockholders--pro
  forma....................................     0.68      (0.02)      0.90       0.56      (0.01)      0.66
</TABLE>

    The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 1999, 1998 and 1997, respectively: dividend yield
of 0%, expected volatility of 36.385%, 38.137% and 29.736%, risk-free interest
rate of 6.05%, 4.43% and 5.86% and expected life of five years.

    Under the Plan approved by the Board of Directors, the maximum number of
shares of Class A Common Stock that may be granted is 11,000,000. The maximum
number of shares that may be granted to any individual during any calendar year
is 1,000,000. The maximum number of shares that may be granted during any
calendar year is 2,750,000 shares, excluding any awards granted to an eligible
employee who is hired in that year to become the chief executive officer of the
Company. The Plan provides that shares granted come from the Company's
authorized but unissued Class A Common Stock and any shares of the Company's
Class A Common Stock held as treasury shares. Grants may be in the form of
either nonqualified stock options, incentive stock options, stock appreciation
rights, restricted stock awards, performance share awards, stock bonuses or cash
bonus awards.

                                      F-21
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

14. 1996 PERFORMANCE AWARD PLAN (CONTINUED)
    The price of the options granted pursuant to the Plan may not be less than
100% of the fair market value of the shares on the date of grant (110% in the
case of an incentive stock option granted to any person owning more than 10% of
the Company's total combined voting power). No award will be exercisable after
ten years from the date granted. Unless approved by the Board of Directors, no
award may vest at a rate greater than 25% per year, other than in the case of
options issued in connection with the Company's initial offering in 1996, or
awards granted in lieu of cash bonuses, which may vest at the rate of 50% per
year.

    Information regarding the Plan for 1999, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>
                                                 1999        1998        1997
                                              ----------   ---------   ---------
<S>                                           <C>          <C>         <C>
Number of shares under stock options:
  Outstanding at beginning of year..........   8,075,834   6,294,000   3,868,000
  Granted...................................   1,653,500   2,219,000   2,525,000
  Exercised.................................  (1,117,566)   (390,666)    (75,000)
  Canceled..................................     (36,500)    (46,500)    (24,000)
                                              ----------   ---------   ---------
  Outstanding at end of year................   8,575,268   8,075,834   6,294,000
  Available for grant at end of year........     841,500   2,458,500   4,631,000
  Exercisable at end of year................   4,157,100   4,029,250   2,104,000

Weighted average exercise price:
  Granted...................................      $86.56      $31.50      $32.85
  Exercised.................................      $14.74      $12.70      $11.50
  Canceled..................................      $32.62      $34.13      $11.50
  Outstanding at end of year................      $36.75      $23.48      $20.07
  Exercisable at end of year................      $20.38      $14.78      $11.50
  Weighted average fair value of options
    granted during the period...............      $36.06      $12.77      $12.24
</TABLE>

<TABLE>
<CAPTION>
                                                   OPTIONS OUTSTANDING
                           --------------------------------------------------------------------
                                                   WEIGHTED AVERAGE
                           NUMBER OUTSTANDING AT      REMAINING       WEIGHTED AVERAGE EXERCISE
RANGE OF EXERCISE PRICES     DECEMBER 31, 1999     CONTRACTUAL LIFE             PRICE
------------------------   ---------------------   ----------------   -------------------------
<S>                        <C>                     <C>                <C>
   $11.50--$ 25.50               2,606,168           6.7 Years                  $11.69
   $25.51--$ 39.88               4,318,600           8.4 Years                  $32.80
   $39.89--$101.06               1,650,500           9.8 Years                  $86.65
</TABLE>

<TABLE>
<CAPTION>
                                             OPTIONS EXERCISABLE
                           -------------------------------------------------------
                           NUMBER EXERCISABLE AT
RANGE OF EXERCISE PRICES     DECEMBER 31, 1999     WEIGHTED AVERAGE EXERCISE PRICE
------------------------   ---------------------   -------------------------------
<S>                        <C>                     <C>
   $11.50--$ 25.50               2,537,000                      $11.51
   $25.51--$ 39.88               1,570,100                      $33.22
   $39.89--$101.06                  50,000                      $67.94
</TABLE>

                                      F-22
<PAGE>
                 UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

14. 1996 PERFORMANCE AWARD PLAN (CONTINUED)
    During the year ended December 31, 1999, 1,117,566 options were exercised
for 1,117,566 shares of Class A common stock, resulting in increases to common
stock of $11,176 and to paid-in-capital of $38,726,000, which included a tax
benefit associated with the transactions of $22,268,000.

15. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
                                              1ST        2ND        3RD        4TH       TOTAL
                                            QUARTER    QUARTER    QUARTER    QUARTER      YEAR
                                            --------   --------   --------   --------   --------
                                              (IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
<S>                                         <C>        <C>        <C>        <C>        <C>
1999
Net revenues..............................  $138,039   $172,432   $177,301   $205,318   $693,090
Income before extraordinary loss..........     9,233     20,610     22,430     31,271     83,544
Net income................................     6,622     20,610     22,430     31,271     80,933
Net income available to common
  stockholders............................     6,487     20,475     22,295     31,136     80,393

EARNINGS PER SHARE AVAILABLE TO COMMON
  STOCKHOLDERS:
Basic Earnings Per Share
  Income before extraordinary loss........  $   0.10   $   0.22   $   0.22   $   0.31   $   0.86
  Net income..............................      0.07       0.22       0.22       0.31       0.83

Diluted Earnings Per Share
  Income before extraordinary loss........  $   0.08   $   0.17   $   0.19   $   0.26   $   0.71
  Net income..............................      0.06       0.17       0.19       0.26       0.69

1998

Net revenues..............................  $105,145   $173,536   $138,946   $159,426   $577,053
Net income (loss).........................       490     (3,003)     4,970      7,470      9,927
Net income (loss) available to common
  stockholders............................       310     (3,159)     4,835      7,335      9,321

EARNINGS PER SHARE AVAILABLE TO COMMON
  STOCKHOLDERS:
Basic Earnings Per Share
  Net income (loss).......................  $   0.00   $  (0.04)  $   0.06   $   0.08   $   0.11

Diluted Earnings Per Share
  Net income (loss).......................  $   0.00   $  (0.04)  $   0.04   $   0.06   $   0.09
</TABLE>

16. SUBSEQUENT EVENT

    Subsequent to the issuance of the report of independent public accountants,
on March 2, 2000, the Company lent $110,000,000 to Entravision to increase the
Company's convertible promissory note from $10,000,000 to $120,000,000. The
Company provided the funding for this transaction by borrowing $60,000,000 from
its Revolving Credit Facility and with cash from operations of $50,000,000. The
Company now has an option to acquire, in total, a 40% equity interest in
Entravision.

                                      F-23