Bond Televisa Grupo 6.625% ( US40049JAZ03 ) in USD

Televisa Grupo

88.222 % ▼

Mexico

US40049JAZ03 ( in USD )

6.625% per year ( payment 2 times a year)

14/01/2040

Prospectus brochure of the bond Grupo Televisa US40049JAZ03 en USD 6.625%, maturity 14/01/2040

2 000 USD

598 415 000 USD

40049JAZ0

BBB- ( Lower medium grade - Investment-grade )

Ba1 ( Non-investment grade speculative )

15/07/2026 ( In 26 days )

Grupo Televisa is a major Mexican media company that operates television networks, produces television programming, and owns several cable television systems and film studios.

A specific debt instrument, identified by ISIN US40049JAZ03 and CUSIP 40049JAZ0, is currently available on the market, offering insights into corporate financing strategies and investor opportunities. This bond is issued by Grupo Televisa, a prominent Mexican media conglomerate with a storied history in broadcasting, telecommunications, and content production across Latin America and beyond; as a key player in the regional media landscape, Televisa's operations encompass television networks, cable and internet services, and a vast content library, making it a significant entity within Mexico's economic framework and a bellwether for the country's media sector. The bond, denominated in US Dollars (USD) and issued from Mexico, currently trades at 93.02% of its par value, featuring a fixed annual interest rate (coupon) of 6.625%. With a substantial total issue size of $598,415,000, this offering demonstrates a significant capital raise by the issuer, with individual investors able to participate at a minimum purchase size of $2,000. Carrying a long-term maturity profile, the bond is set to expire on January 15, 2040, providing investors with a sustained income stream, with interest payments scheduled with a frequency of two times per year, implying semi-annual distributions. Its creditworthiness is underscored by investment-grade ratings from major agencies, with Standard & Poor's assigning a 'BBB' rating and Moody's providing a 'Baa3' assessment, both indicating a relatively low credit risk and solid capacity for repayment, albeit susceptible to adverse economic conditions.

OFFERING CIRCULAR

U.S.$600,000,000
Grupo Televisa, S.A.B.
6.625% Senior Notes due 2040
We offered U.S.$600,000,000 aggregate principal amount of our 6.625% senior notes, or the notes, due 2040. The notes
were sold to investors at a price equal to 98.319% of the principal amount thereof, plus accrued interest, if any, from
November 30, 2009. Interest on the notes accrues at a fixed rate of 6.625% per year. We will pay interest on the notes
semi-annually on each January 15 and July 15, commencing on July 15, 2010.
The notes are scheduled to mature on January 15, 2040. In the event of certain changes in the Mexican withholding tax
treatment relating to payments on the notes, we may redeem all (but not some) of the notes at 100% of their principal
amount, plus accrued and unpaid interest. In the event of a change of control, we may be required to offer to purchase the
notes at 101% of their principal amount, plus accrued and unpaid interest. We may redeem, in whole or in part, the notes at
any time by paying the greater of the principal amount of the notes and the applicable "make-whole" amount, plus, in each
case, accrued interest. See "Description of the Notes -- Optional Redemption" beginning on page 35.

The notes are our senior unsecured general obligations and will rank equally with all of our existing and future
unsecured and unsubordinated indebtedness. The notes will effectively rank junior to all of our secured indebtedness, to
the extent of the value of our assets securing that indebtedness, and will be structurally subordinated to all of the existing
and future indebtedness and other liabilities, including trade payables, of our subsidiaries.
We consumated an exchange offer pursuant to an effective registration statement under the U.S. Securities Act of 1933,
as amended, or the Securities Act. The exchange offer was completed on Tuesday, March 16, 2010. The aggregate
principal amount of approximately U.S.$598,415,000 of notes (the "New Notes") representing 99.7% of the notes were
exchanged. The closing of the exchange offer occurred Tuesday, March 16, 2010. Following the closing of the exchange
offer, approximately U.S.$1,585,000 aggregate principal amount of the notes (the "Old Notes" together with the New
Notes, the "Notes") remained outstanding. This offering circular contains additional information regarding the terms of
the notes, including covenants and transfer restrictions.

We applied to the Luxembourg Stock Exchange for the notes to be admitted to listing on the Official List and to be
admitted to trading on the Euro MTF market ("Euro MTF").

Investing in the notes involves risks. See "Risk Factors" beginning on page 15 for a discussion of certain
information that you should consider before investing in the notes.

Price: 98.319%
Plus accrued interest, if any, from November 30, 2009.

Delivery of the notes in book-entry form was made on November 30, 2009.

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE NATIONAL SECURITIES
REGISTRY (REGISTRO NACIONAL DE VALORES) MAINTAINED BY THE NATIONAL BANKING AND
SECURITIES COMMISSION (THE COMISION NACIONAL BANCARIA Y DE VALORES, OR CNBV), AND
MAY NOT BE OFFERED OR SOLD PUBLICLY, OR OTHERWISE BE THE SUBJECT OF BROKERAGE
ACTIVITIES, IN MEXICO, EXCEPT PURSUANT TO A PRIVATE PLACEMENT EXEMPTION SET FORTH
UNDER ARTICLE 8 OF THE LEY DEL MERCADO DE VALORES (THE "MEXICAN SECURITIES MARKET
LAW"). AS REQUIRED UNDER THE MEXICAN SECURITIES MARKET LAW, WE WILL NOTIFY THE
CNBV OF THE OFFERING OF THE NOTES OUTSIDE OF MEXICO. SUCH NOTICE WILL BE TIMELY
DELIVERED TO THE CNBV TO COMPLY WITH A LEGAL REQUIREMENT AND FOR INFORMATION
PURPOSES ONLY, AND THE DELIVERY TO AND THE RECEIPT BY THE CNBV OF SUCH NOTICE DOES
NOT IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NOTES OR OUR
SOLVENCY, LIQUIDITY OR CREDIT QUALITY. THE INFORMATION CONTAINED IN THIS OFFERING
CIRCULAR OF THE NOTES IS EXCLUSIVELY THE RESPONSIBILITY OF THE COMPANY AND HAS
NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV. IN MAKING AN INVESTMENT DECISION,
ALL INVESTORS, INCLUDING ANY MEXICAN INVESTORS WHO MAY ACQUIRE NOTES FROM TIME
TO TIME, MUST RELY ON THEIR OWN REVIEW AND EXAMINATION OF THE COMPANY.

This offering circular constitutes a prospectus for the purpose of Luxembourg law dated July 10, 2005 on Prospectuses
for Securities.

________________
We have not registered the notes under the Securities Act or under any state securities laws. Therefore, we may not
offer or sell the notes within the United States to, or for the account or benefit of, any U.S. person unless the offer or sale
would qualify for a registration exemption from the Securities Act and applicable state securities laws. Accordingly, we
are only offering the notes to (1) qualified institutional buyers (as defined in Rule 144A under the Securities Act) and
(2) persons who are not U.S. persons in compliance with Regulation S and the Securities Act. See "Notice to Investors"
for additional information about eligible offerees and transfer restrictions.

Credit Suisse

The date of this offering circular is April 29, 2011.
2
7672426.8

TABLE OF CONTENTS

Page

LIMITATION OF LIABILITY ..................................................................................................................................... ii
SEC REVIEW ............................................................................................................................................................... ii
INCORPORATION BY REFERENCE ...................................................................................................................... iii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ........................................ iv
PRESENTATION OF FINANCIAL INFORMATION ................................................................................................ v
SUMMARY .................................................................................................................................................................. 1
RISK FACTORS ......................................................................................................................................................... 15
RECENT DEVELOPMENTS ..................................................................................................................................... 18
USE OF PROCEEDS .................................................................................................................................................. 20
EXCHANGE RATE INFORMATION ....................................................................................................................... 21
CAPITALIZATION .................................................................................................................................................... 22
DESCRIPTION OF THE NOTES ............................................................................................................................... 23
EXCHANGE OFFER; REGISTRATION RIGHTS ................................................................................................... 46
TAXATION ................................................................................................................................................................ 48
PLAN OF DISTRIBUTION ........................................................................................................................................ 54
NOTICE TO INVESTORS ......................................................................................................................................... 57
NOTICE TO CANADIAN INVESTORS ................................................................................................................... 60
GENERAL INFORMATION ...................................................................................................................................... 62
LEGAL MATTERS .................................................................................................................................................. 633
INDEPENDENT ACCOUNTANTS ........................................................................................................................... 63
AVAILABLE INFORMATION ................................................................................................................................. 63
EXHIBIT I GRUPO TELEVISA, S.A.B. ANNUAL REPORT ON FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2009
EXHIBIT II UNAUDITED RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

You should rely on only the information contained in this document or incorporated by reference herein.
We have not, and the initial purchaser has not, authorized anyone to provide you with information that is
different. This document may only be used where it is legal to sell these securities. The information in this
document may only be accurate on the date of this document.
We relied upon an exemption from registration under the Securities Act, for an offer and sale of securities which
do not involve a public offering. By purchasing notes, you will be deemed to have made certain acknowledgments,
representations and agreements as set forth under "Notice to Investors" in this offering circular. We are not, and the
initial purchaser is not, making an offer to sell the notes in any jurisdiction except where such an offer or sale is
permitted. You should understand that you will be required to bear the financial risks of your investment for an
indefinite period of time.
Neither the U.S. Securities and Exchange Commission, or the SEC, nor any state securities commission has
approved or disapproved of these securities or determined if this offering circular is truthful or complete. Any
representation to the contrary is a criminal offense.
We have submitted this offering circular solely to a limited number of institutional investors in the United States
and to investors outside the United States so they can consider a purchase of the notes. We have not authorized the
use of this offering circular for any other purpose. This offering circular may only be used for the purpose for which
i

it has been published. By accepting delivery of this offering circular, you agree to these restrictions. See "Notice to
Investors".
This offering circular is based on information provided by us and other sources that we believe to be reliable. We
and the initial purchaser cannot assure you that this information is accurate or complete. This offering circular
summarizes certain documents and other information and we refer you to such documents and other documents for a
more complete understanding of what we discuss in this offering circular. In making an investment decision, you
must rely on your own examination of Televisa and the terms of the offering and the notes, including the merits and
risks involved.
We are not making any representation to any purchaser regarding the legality of an investment in the notes by
such purchaser under any legal investment or similar laws or regulations. You should not consider any information
in this offering circular to be legal, business or tax advice. You should consult your own counsel, accountant,
business advisor and tax advisor for legal, financial, business and tax advice regarding any investment in the notes.

We accept responsibility for the information contained in this offering circular. To the best of our knowledge and
belief (and we have taken all reasonable care to ensure that such is the case), the information contained in this
offering circular is in accordance with the facts and does not omit any material information. You should assume that
the information contained in this offering circular is accurate only as of the date on the front cover of this offering
circular.

We reserve the right to withdraw this offering of the notes at any time and we and the initial purchaser reserve the
right to reject any commitment to subscribe the notes in whole or in part and to allot to any prospective investor less
than the full amount of notes sought by that investor. The initial purchaser and certain related entities may acquire
for their own account a portion of the notes.

You must comply with all applicable laws and regulations in force in your jurisdiction and you must obtain any
consent, approval or permission required by you for the purchase, offer or sale of the notes under the laws and
regulations in force in the jurisdiction to which you are subject or in which you make such purchase, offer or sale,
and neither we nor the initial purchaser will have any responsibility therefor.

Copies of all documents deemed incorporated by reference herein (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference in such documents) will be provided without charge at the
offices of The Bank of New York Mellon, as trustee, and the paying agent set forth on the inside back cover page of
this offering circular.

LIMITATION OF LIABILITY
Substantially all of our directors, executive officers and controlling persons reside outside of the United States, all
or a significant portion of the assets of our directors, executive officers and controlling persons, and substantially all
of our assets, are located outside of the United States and some of the parties named in this offering circular also
reside outside of the United States. As a result, it may not be possible for you to effect service of process within the
United States upon these persons or to enforce against them or us in U.S. courts judgments predicated upon the civil
liability provisions of the federal securities laws of the United States. We have been advised by our Mexican
counsel, Mijares, Angoitia, Cortés y Fuentes, S.C., that there is doubt as to the enforceability, in original actions in
Mexican courts, of liabilities predicated solely on U.S. federal securities laws and as to the enforceability in
Mexican courts of judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of
U.S. federal securities laws. See "Risk Factors -- Risk Factors Related to the Notes -- It May Be Difficult to
Enforce Civil Liabilities Against Us or Our Directors, Executive Officers and Controlling Persons".

SEC REVIEW
In connection with the filing of the registration statement for the exchange offer that we have agreed to make
relating to the notes, and in the course of the review by the SEC of the registration statement, we may make changes
to the description of our business, as well as changes to the financial data and other information, included in this
offering circular. Comments by the SEC on the description of our business, financial data and other information in
ii

the registration statement may require modification or reformulation of the information we present in this offering
circular, and any such modification or reformulation could be significant.

INCORPORATION BY REFERENCE
We "incorporate by reference" information contained in documents we file with the SEC, which means that we
can disclose important information to you by referring you to those documents. The information incorporated by
reference is considered to be part of this offering circular, and later information that we file with the SEC, to the
extent that we identify such information as being incorporated by reference into this offering circular, will
automatically update and, where applicable, supersede this information. Information set forth in this offering circular
supersedes any previously filed information that is incorporated by reference into this offering circular. We have
addended as an exhibit our annual report on Form 20-F for the year ended December 31, 2009, filed by us with the
SEC on June 23, 2010, which includes our audited consolidated financial statements as of December 31, 2008 and
2009 and for the years ended December 31, 2007, 2008 and 2009.

We have addended to this offering circular, as Exhibit I, our annual report on Form 20-F for the year ended
December 31, 2009, filed by us with the SEC on June 23, 2010, which includes our audited consolidated financial
statements as of December 31, 2008 and 2009 and for the years ended December 31, 2007, 2008 and 2009, and, as
Exhibit II, our unaudited condensed consolidated financial information as of September 30, 2010 and for the nine
months ended September 30, 2009 and 2010.

All documents incorporated by reference are available for viewing on the website of the Luxembourg Stock
Exchange (www.bourse.lu). You may also request a copy of these filings, at no cost, at the office of our paying
agent and transfer agent at the address listed on the inside back cover of this offering circular or by writing or calling
us at the following address and phone number:

Investor Relations
Grupo Televisa, S.A.B.
Avenida Vasco de Quiroga, No. 2000
Colonia Santa Fe, 01210
México, D.F., México
(52) (55) 5261-2000

iii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This offering circular, the documents incorporated by reference herein and the documents attached as exhibits to
this offering circular contain forward-looking statements. We may from time to time make forward-looking
statements in periodic reports to the SEC, on Form 6-K, in annual report to stockholders, in prospectuses, press
releases and other written materials and in oral statements made by our officers, directors or employees to analysts,
institutional investors, representatives of the media and others. Examples of these forward-looking statements
include, but are not limited to:

· projections of operating revenues, net income (loss), net income (loss) per Certificado de Participación
Ordinario, or CPO, net income (loss) per share, capital expenditures, dividends, capital structure or other
financial items or ratios;

· statements of our plans, objectives or goals, including those relating to anticipated trends, competition,
regulation and rates;

· our current and future plans regarding our online and wireless content division, Televisa Interactive Media, or
TIM;

· statements concerning our current and future plans regarding our investment in the Spanish television channel
Gestora de Inversiones Audiovisuales La Sexta, S.A., or La Sexta;
· statements concerning our current and future plans regarding our investment in Grupo de Telecomunicaciones
de Alta Capacidad, S.A.P.I. de C.V., or GTAC;

· statements concerning our current and future plans regarding our gaming business;

· statements concerning our current and future plans regarding the fixed telephony service provided by Empresas
Cablevisión, S.A.B. de C.V., or Cablevisión;

· statements concerning our transactions with and/or litigation involving Univision;

· statements concerning our series of transactions with DIRECTV, and News Corporation, or News Corp.;

· statements concerning our transactions with NBC Universal's Telemundo Communications Group, or
Telemundo;

· statements concerning our plans to build and launch a new transponder satellite;

· statements about our future economic performance or statements concerning general economic, political or
social conditions in the United Mexican States, or Mexico, or other countries in which we operate or have
investments; and

· statements or assumptions underlying these statements.

Words such as "believe", "anticipate", "plan", "expect", "intend", "target", "estimate", "project", "predict",
"forecast", "guideline", "may", "should" and similar words and expressions are intended to identify forward-looking
statements, but are not the exclusive means of identifying these statements.

Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important
factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and
intentions expressed in these forward-looking statements. These factors, some of which are discussed under "Risk
Factors", include economic and political conditions and government policies in Mexico or elsewhere, inflation rates,
exchange rates, regulatory developments, customer demand and competition. We caution you that the foregoing list
of factors is not exclusive and that other risks and uncertainties may cause actual results to differ materially from
those in forward-looking statements. You should evaluate any statements made by us in light of these important
factors.

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to
update them in light of new information, future developments or other factors.

iv

PRESENTATION OF FINANCIAL INFORMATION
Unless otherwise specified, references to "Pesos" or "Ps." are to Mexican Pesos, the legal currency of Mexico;
references herein to "U.S. Dollars", "Dollars", "U.S.$" or "$" are to United States dollars, the legal currency of the
United States. The Unidad de Inversión, or UDI, is an inflation-indexed, Peso-denominated monetary unit that is
linked to, and adjusted daily to reflect changes in, the Mexican consumer price index.

Unless otherwise indicated, the exchange rate used in translating Pesos into U.S. Dollars in calculating the
convenience translation included herein is determined by reference to the interbank free market exchange rate, or the
Interbank Rate, as reported by Banco Nacional de México, S.A., or Banamex, as of April 26, 2011, which was
Ps.11.5775 per U.S. Dollar. This offering circular contains translations of certain Peso amounts into U.S. Dollars at
specified rates solely for the convenience of the reader. The exchange rate translations contained in this offering
circular should not be construed as representations that the Peso amounts actually represent the U.S. Dollar amounts
presented or that they could be converted into U.S. Dollars at the rate indicated.

The financial information for the years ended December 31, 2007, 2008 and 2009 has been derived from our
audited financial statements included in our annual report on Form 20-F for the year ended December 31, 2009,
which is attached hereto as Exhibit I.

As required by Mexican FRS, our financial statements were adjusted through December 31, 2007, to reflect
changes in purchasing power of the Peso due to inflation. These changes were based on the Mexican National
Consumer Price Index, or NCPI. Beginning on January 1, 2008, we were no longer required by Mexican FRS to
recognize the effects of inflation in our financial statements. Accordingly, our financial information through
December 31, 2007 is stated in Pesos in purchasing power as of December 31, 2007. The financial information for
the years ended December 31, 2008 and December 31, 2009 is not directly comparable to prior periods due to the
recognition of inflation effects in financial information in prior periods. Our financial information for the years
ended December 31, 2008 and December 31, 2009 maintained the inflation adjustments recognized in prior years in
our consolidated stockholders' equity, and the inflation-adjusted amounts for nonmonetary assets and liabilities at
December 31, 2007 became the accounting basis for those assets and liabilities beginning on January 1, 2008 and for
subsequent periods.

We maintain our books and records in Pesos and prepare our financial statements in Pesos and in accordance with
Mexican FRS. Prior to 2006, Mexican Generally Accepted Accounting Principles, or Mexican GAAP, was
followed. See Note 23 to our financial statements in our Form 20-F for the year ended December 31, 2009, attached
hereto as Exhibit I, for a description of certain differences between Mexican FRS and U.S. GAAP as they relate to
us. No U.S. GAAP information has been prepared for any periods subsequent to December 31, 2008. Readers
should not assume that the nature and amounts of the reconciling items between Mexican FRS and U.S. GAAP as of
and for the years ended 2007 and 2008 is indicative of the nature and amounts of the reconciling items as of and for
the year ended December 31, 2009 or for any interim period therein. Any reconciliation to U.S. GAAP may reveal
certain material differences between our stockholders' equity, net income and other items as reported under Mexican
FRS and U.S. GAAP.

Certain figures included in this offering circular and in our financial statements have been rounded for ease of
presentation. Percentage figures included in this offering circular have not in all cases been calculated on the basis of
such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this
offering circular may vary from those obtained by performing the same calculations using the figures in our
financial statements. Certain other amounts that appear in this offering circular may not sum due to rounding.
v

SUMMARY
This summary highlights information contained elsewhere in this offering circular or attached hereto as an
exhibit. Because it is a summary, it does not contain all of the information that you should consider before investing
in our notes. You should read the entire offering circular including "Risk Factors" as well as the attached exhibits,
including the sections entitled "Risk Factors," and the financial statements and related notes to those financial
statements, before making an investment decision. All references to "Televisa", "we", "us" and words of similar
effect refer to Grupo Televisa, S.A.B., and, unless the context requires otherwise, its restricted and unrestricted
consolidated subsidiaries. References to "Innova" or, for segment reporting purposes, "Sky" refer to Innova, S. de
R.L. de C.V. Unless otherwise indicated, all Peso information is stated in Pesos in purchasing power as of
September 30, 2009.

Business Overview

Grupo Televisa, S.A.B., is the largest media company in the Spanish-speaking world based on its market
capitalization and a major participant in the international entertainment business. We operate broadcast channels in
Mexico and complement our network coverage through affiliated stations throughout the country. As of December
31, 2009, our broadcast television channels had an average sign-on to sign-off audience share of 70.8%. We produce
pay television channels with national and international feeds, which reach subscribers throughout Latin America, the
United States, Canada, Europe and Asia Pacific. We export our programs and formats to television networks around
the world. As of December 31, 2009, we had exported 65,449 hours of programming to approximately 57 countries.

We believe we are the most important Spanish-language magazine publisher in the world, as measured by
circulation, which was approximately 153 million magazines during 2009, publishing 178 titles in approximately 20
countries.

We own 58.7% of Sky, a DTH satellite television provider in Mexico, Central America and the Dominican
Republic. We are also a shareholder in three Mexican cable companies, Cablevisión, Cablemás and TVI. We own
58.3% of Cablemás through our 100% participation in the capital stock of Alvafig, which holds an equity interest in
Cablemás.

We also own Esmas.com, one of the leading digital entertainment web portals in Latin America, a gaming
business which includes bingo parlors, a 50% stake in a radio company that as of September 30, 2009 reached 75%
of the Mexican population, a feature film production and distribution company, soccer teams and a stadium in
Mexico.

We also own an unconsolidated equity stake in La Sexta, a free-to-air television channel in Spain, and in OCESA,
one of the leading live entertainment companies in Mexico.

Business Strategy

We intend to leverage our position as the largest media company in the Spanish-speaking world to continue
expanding our business while maintaining profitability and financial discipline. We intend to do so by maintaining
our leading position in the Mexican television market, by continuing to produce high quality programming and by
improving our sales and marketing efforts while maintaining high operating margins. We have been able to
withstand the economic downturn as well as the depreciation of the Peso as a result, in part, of our cost cutting plan,
which we put into effect in the last quarter of 2008.

By leveraging all our business segments and capitalizing on their synergies to extract maximum value from our
content, we also intend to continue expanding our pay-TV networks business, increasing our international
programming sales worldwide and strengthening our position in the growing U.S.-Hispanic market. We also intend
to continue developing and expanding Sky, our DTH platform, strengthen our position in the cable and
telecommunications industry, continue developing our publishing business and become an important player in the
gaming industry.

1

We intend to continue to expand our business by developing new business initiatives and/or through business
acquisitions and investments in Mexico, the United States and elsewhere.

Maintaining Our Leading Position in the Mexican Television Market

Continuing to Produce High Quality Programming. We aim to continue producing the type of high quality
television programming that has propelled many of our programs to the top of the national ratings and audience
share in Mexico. In 2008 and 2009, our networks aired 69% and 68%, respectively, of the 200 most-watched
television programs in Mexico, according to IBOPE Mexico. We have launched a number of initiatives in creative
development, program scheduling and on-air promotion. These initiatives include improved production of our highly
rated telenovelas, new comedy and game show formats and the development of reality shows and new series. We
have improved our scheduling to be better aligned with viewer habits by demographic segment while improving
viewer retention through more dynamic on-air graphics and pacing. We have enhanced tune-in promotion both in
terms of creative content and strategic placement. In addition, we plan to continue expanding and leveraging our
exclusive Spanish-language video library, exclusive rights to soccer games and other events, as well as cultural,
musical and show business productions.
In April 2008, we began broadcasting more than 1,000 hours per year of Telemundo's original programming on
Channel 9. We currently and through December 2011, pay Telemundo a fixed license fee for the broadcast of
Telemundo's programming on our Channel 9 Network. Beginning January 2012, we will pay Telemundo a license
fee based on a percentage of all revenues generated from sales related to Telemundo programming. In addition,
since 2010 we distribute, via Sky and Cablevisión, a new pay television channel in Mexico produced by Telemundo
principally featuring Telemundo branded content. As a result of the strategic alliance agreement entered into with
NBC Universal's Telemundo, we distribute Telemundo content in Mexico on an exclusive basis across multiple
platforms including broadcast television, pay television and our emerging digital platforms. In October 2008, we
entered into license agreements to distribute Telemundo's original content through digital and wireless platforms in
Mexico. As part of the agreements, Telemundo provides Televisa Telemundo's original content, including its highly
popular telenovelas currently broadcast on Televisa's Channel 9, on all of Televisa's digital platforms including
Esmas.com,. Moreover, Televisa also offers mobile wall papers, ring tones and text messaging services based on
Telemundo branded content to mobile phone subscribers in Mexico through Televisa's mobile business unit Esmas
Móvil, the leading mobile premium content provider in Mexico. The agreements complement and are part of the
strategic alliance to distribute Telemundo's original content in Mexico across multiple platforms, including,
broadcast TV, PayTV and emerging digital platforms.
Improving Our Sales and Marketing Efforts. Over the past few years we have improved our television
broadcasting advertising sales strategy by: (i) introducing a cost per rating point basis pricing system; (ii)
implementing differentiated pricing by quarter, by channel and by time of day; (iii) reorganizing our sales force into
teams focusing on each of our divisions; (iv) emphasizing a compensation policy for salespeople that is
performance-based, with variable commissions tied to year-end results for a larger portion of total compensation;
and (v) continuing to provide our customers with increased opportunities for product integration.
Maintaining High Operating Segment Income Margins. Our television broadcasting operating segment income
margin for 2008 and 2009 was 48.9% and 47.9%, respectively. We intend to continue maintaining high television
broadcasting operating segment income margins by increasing revenues and controlling costs and expenses.
Advertising Sales Plan. Our sales force is organized into separate teams, each of which focuses on a particular
segment of our business. We sell commercial time in two ways: upfront and scatter basis. Advertisers that elect the
upfront option lock in prices for the upcoming year, regardless of future price changes. Advertisers that choose the
upfront option make annual prepayments, with cash or short-term notes, and are charged the lowest rates for their
commercial time, given the highest priority in schedule placement, and given a first option in advertising during
special programs. Scatter advertisers, or advertisers who choose not to make upfront payments but rather advertise
from time to time, risk both higher prices and lack of access to choice commercial time slots. We sell advertising to
our customers on a cost per rating point basis, whereby our television advertisers are billed for actual minutes used,
and the amount billed per minute is based on the price per rating point and actual ratings delivered. This pricing
alternative allows an advertiser to purchase advertising time based on the actual ratings of the television programs
during which its advertisements are aired. We do not have commitments with advertisers to achieve a certain rating
upon broadcast and therefore do not provide any future price adjustments if a certain rating is not met.

2

We currently sell only a portion of our available television advertising time. We use a portion of our television
advertising time to satisfy our legal obligation to the Mexican government to provide up to 18 minutes per day of
our broadcast time between 6:00 a.m. and midnight for public service announcements and 30 minutes per day for
public programming (referred to in this offering circular as Official Television Broadcast Time), and our remaining
available television advertising time to promote, among other things, our television products. We sold approximately
59%, 62%, and 57% of total available national advertising time on our networks during prime time broadcasts in
2007, 2008 and 2009, respectively, and approximately 50%, 49%, and 47% of total available national advertising
time during all time periods in 2007, 2008 and 2009, respectively.

Continue Building Our Pay Television Platforms

DTH. We believe that Ku-band DTH satellite services offer an enhanced opportunity for expansion of pay
television services into cable households seeking to upgrade reception of our broadcasting and in areas not currently
serviced by operators of cable or multi-channel, multi-point distribution services. We own a 58.7% interest in
Innova, or Sky, our joint venture with DIRECTV. Innova is a DTH company with services in Mexico, Central
America and the Dominican Republic with approximately 1.96 million subscribers, of which 144,326 were
commercial subscribers as of December 31, 2009.

Following the merger with PanAmSat, Intelsat, our primary satellite service provider, renamed the satellites PAS-
9 and PAS-3R as IS-9 and IS-3R, respectively. Intelsat recently reported that IS-9 is estimated to have its end of life
reduced to October, 2012, and that it anticipates a replacement satellite, IS-21, to start service in the fourth quarter of
2012.

In December 2007, Innova and Sky Brasil Servicos Ltda., or Sky Brasil, reached an agreement with Intelsat
Corporation and Intelsat LLC, to build and launch a new 24-transponder satellite, IS-16, for which service will be
dedicated to Sky and Sky Brasil over the satellite's estimated 15-year life. The satellite will provide back up for both
platforms, and will also double Sky's current capacity. Innova plans to use this extra capacity for High Definition, or
HD, and other value-added services. The satellite was manufactured by Orbital Sciences Corporation and was
launched in the first quarter of 2010.

The key components of our DTH strategy include:

· offering high quality programming, including rights to our four over-the-air broadcast channels, exclusive
broadcasts of sporting events, such as selected matches of the Mexican Soccer League and the Spanish Soccer
League, including La Liga and La Copa del Rey, the NFL Sunday Ticket, NBA Pass, MLB Extra Innings, the
NHL and the Golf Channel;

· capitalizing on our relationship with DIRECTV and local operators in terms of technology, distribution
networks, infrastructure and cross-promotional opportunities;

· capitalizing on the low penetration of pay-TV services in Mexico;

· expanding our DTH services in Central America and the Caribbean;

· providing superior digital Ku-band DTH satellite services and emphasizing customer service quality; and

· continuing to leverage our strengths and capabilities to develop new business opportunities and expand through
acquisitions.

Pay Television Networks. Through our 16 pay-TV brands and 31 national and international feeds, we reached
more than 23 million subscribers throughout Latin America, the United States, Canada, Europe and Asia Pacific in
2009. Our pay-TV channels include, among others, three music, four movie, seven variety and entertainment
channels, one recently launched 24 hour news channel, Foro TV and one recently launched sports channel, Televisa
Deportes Network, or TDN, which was launched in July 2009 and offers 24-hour-a-day programming 365 days a
year. TDN features more than eight hours a day of proprietary content, including exceptional editorial content, story
coverage, commentary and transmission of national and international soccer tournaments, American football,
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