Bond Televisa Grupo 8.49% ( XS0316989523 ) in MXN

Televisa Grupo

100 % ▲

Mexico

XS0316989523 ( in MXN )

8.49% per year ( payment 1 time a year)

10/05/2037

Prospectus brochure of the bond Grupo Televisa XS0316989523 en MXN 8.49%, maturity 10/05/2037

1 000 000 MXN

4 469 100 000 MXN

11/11/2026 ( In 149 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.

The Bond issued by Televisa Grupo ( Mexico ) , in MXN, with the ISIN code XS0316989523, pays a coupon of 8.49% per year.
The coupons are paid 1 time per year and the Bond maturity is 10/05/2037

PROSPECTUS

Grupo Televisa, S.A.B.
Ps.4,500,000,000
8.49% Senior Notes due 2037

We are offering Ps.4,500,000,000 aggregate principal amount of our 8.49% senior notes, or the notes. The notes will initially be sold to investors at a
price equal to 100.00% of the principal amount thereof, plus accrued interest, if any, from May 9, 2007. Interest on the notes will accrue at the rate of
8.49% per year. We will pay interest on the notes semi-annually on each May 11 and November 11, commencing on November 11, 2007.

The notes are scheduled to mature on May 11, 2037. While the notes are denominated in Mexican Pesos, payments of principal, interest, additional
amounts and all other amounts in respect of the notes will be made in U.S. Dollars, unless a holder of notes elects to be paid in Mexican Pesos as
described in this prospectus. See "Description of the Notes -- Payment Currency -- Election for Payment in Mexican Pesos" beginning on page 144.
Purchasers of the notes may make the payment of the purchase price in U.S. Dollars on May 9, 2007, based on an exchange rate of Ps.10.9190 =
U.S.$1.00 upon prior notice to the initial purchasers no later than two business days' prior to settlement. Alternatively, purchasers of the notes may
make the payment of the purchase price in Mexican Pesos.

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 125.

The notes will be our 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 agreed to use our best efforts to consummate an exchange offer pursuant to an effective registration statement or cause resales of the notes to be
registered pursuant to a shelf registration statement under the U.S. Securities Act of 1933, as amended, or the Securities Act. The Exchange Offer
was completed on August 22, 2007. Ps.4,469,100,000 aggregate principal amount of notes, ("Exchange Notes") representing approximately 99.3%
of the notes were exchanged. The closing of the exchange offer occurred Friday, September 7, 2007. Following the closing of the exchange offer,
approximately Ps.30,900,000 aggregate principal amount of the notes ("Old Notes") remained outstanding. This prospectus contains additional
information regarding the terms of the notes, including covenants and transfer restrictions.

Application has been made to admit the Old Notes and the Exchange Notes to listing on the Official List of the Luxembourg Stock Exchange and to
trading on the Euro MTF market.

Investing in the notes involves risks. See "Risk Factors" beginning on page 14 for a discussion of certain information that you should
consider before investing in the notes.
_______________

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 COMISIÓN
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 MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). 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 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 PROSPECTUS IS EXCLUSIVELY
OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV. THE ACQUISITION OF THE
NOTES BY AN INVESTOR OF MEXICAN NATIONALITY WILL BE MADE UNDER ITS OWN RESPONSIBILITY.

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) to non-U.S. persons outside the United States in compliance with Regulation S and the Securities Act.
See "Notice to Investors" for additional information about eligible offerees and transfer restrictions. The notes are not being offered to the public
within the meaning of Directive 2003/71/EC of the European Union and the offer is not subject to the obligation to publish a prospectus under the
Directive.

The Old Notes and the Exchange Notes were delivered to purchasers in book-entry form only through Euroclear Bank S.A./N.V., as operator of the
Euroclear System and Clearstream Banking, Société Anonyme, Luxembourg, on May 9, 2007 and September 7, 2007, respectively.

Joint Book-Running Managers

Goldman, Sachs & Co.
HSBC

The date of this prospectus is April 2, 2008.

B

TABLE OF CONTENTS

Limitation of Liability................................................................................................................................................................................ii
SEC Review...............................................................................................................................................................................................ii
Incorporation By Reference.......................................................................................................................................................................ii
Cautionary Statement Regarding Forward-Looking Statements...............................................................................................................iv
Presentation of Financial Information........................................................................................................................................................v
Summary....................................................................................................................................................................................................1
Risk Factors ............................................................................................................................................................................................. 15
Use of Proceeds ....................................................................................................................................................................................... 26
Exchange Rate Information ..................................................................................................................................................................... 27
Dividends................................................................................................................................................................................................. 28
Capitalization ........................................................................................................................................................................................... 29
Selected Consolidated Financial Information .......................................................................................................................................... 30
Management's Discussion and Analysis of Financial Condition and Results of Operations................................................................... 35
Business ................................................................................................................................................................................................... 64
Management........................................................................................................................................................................................... 100
The Principal Stockholders and Related Party Transactions.................................................................................................................. 110
Description of the Notes ........................................................................................................................................................................ 117
Exchange Offer; Registration Rights ..................................................................................................................................................... 138
Taxation ................................................................................................................................................................................................. 142
Plan of Distribution................................................................................................................................................................................ 149
Notice to Investors ................................................................................................................................................................................. 152
General Information............................................................................................................................................................................... 155
Legal Matters ......................................................................................................................................................................................... 156
Independent Accountants....................................................................................................................................................................... 156
Available Information............................................................................................................................................................................ 156
Index to Consolidated Financial Statements of Grupo Televisa, S.A.B. and Subsidiaries .....................................................................F-1
Exhibit I -- Unaudited Results for the Three Months Ended March 31, 2006 and 2007 .....................................................................F-57

_______________

C

You should rely on only the information contained in this document or to which we have referred you. We have not, and the
initial purchasers have 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. This prospectus may only be used for the purposes for which it has been published.

We are relying 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 prospectus. We are not, and the initial purchasers are 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 prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.

This prospectus is based on information provided by us and other sources that we believe to be reliable (including, for example,
PricewaterhouseCoopers, S.C., our auditors, IBOPE, Simmons, an independent research company, U.S. and Mexican government
sources and other publicly available reports). We take responsibility for the exact reproduction of this information, but we and the
initial purchasers cannot assure you that this information is accurate or complete. This prospectus 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 prospectus. 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 prospectus 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 prospectus. 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 prospectus is in accordance with the facts
and does not omit any material information. You should assume that the information contained in this prospectus is accurate only as of
the date on the front cover of this prospectus.

Neither the delivery of this prospectus nor any sale made in connection herewith shall, under any circumstances, create any
implication that there has been no change in the affairs of the Issuer since the date hereof or that there has been no adverse change in
the financial position of the Issuer since the date hereof.

We reserve the right to withdraw this offering of the notes at any time and we and the initial purchasers 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 purchasers 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 any of the initial purchasers 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, as
trustee, and the paying agent set forth on the inside back cover page of this prospectus.
i

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 prospectus 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 prospectus. Comments by the SEC on the description of
our business, financial data and other information in the registration statement may require modification or reformulation of the
information we present in this prospectus, and any such modification or reformulation could be significant. In particular, we note that
the SEC has adopted certain rules regarding the use of financial measures that do not comply with generally accepted accounting
principles in the United States, or U.S. GAAP, or with Mexican Financial Reporting Standards (Normas de Información Financiera
aplicables en México, or NIF), or Mexican FRS, which rules will be applicable to the registration statement to be filed with respect to
the notes.

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 prospectus, and information that we file with the SEC, to the extent that we identify such information as being incorporated by
reference into this prospectus, will automatically update and supersede information set forth in the prospectus. We incorporate by
reference into this prospectus the following information and documents:

· information set forth under the captions "Other Information -- Mexican Securities Market Law" and "Other Information --
Bylaws" in our annual report on Form 20-F for the fiscal year ended December 31, 2006, which we filed with the SEC on
June 26, 2007 (SEC File No. 1-12610); Form 6-K for the quarter ended June 30, 2007, filed with the SEC on July 27, 2007;
Form 6-K for the quarter ended September 30, 2007, filed with the SEC on October 25, 2007; Form 6-K for the quarter and
year ended December 31, 2007, filed with the SEC on February 28, 2008; and

· Form 6-K filed with the SEC on August 20, 2007; Form 6-K filed with the SEC on August 31, 2007; Form 6-K filed with the
SEC on December 6, 2007; Form 6-K filed with the SEC on December 14, 2007; Form 6-K filed with the SEC on December
26, 2007; Form 6-K filed with the SEC on December 26, 2007.

The table below sets out the relevant page references for the information incorporated herein by reference:

Information incorporated by reference

Page reference

Form 20-F filed with the SEC on June 26, 2007

Number of outstanding shares

Cover

"Additional Information -- Mexican Securities Market Law"
Pages 103-104
"Additional Information -- Bylaws"

Pages 104-112
"Information on the Company --
History and Development of the Company"

Page 18

Bylaws
Exhibit
1.1

ii

Form 6-K filed with the SEC on July 27, 2007

All pages
Form 6-K filed with the SEC on October 25, 2007

All pages
Form 6-K filed with the SEC on February 28, 2008

All pages
Form 6-K filed with the SEC on August 20, 2007

All pages
Form 6-K filed with the SEC on August 31, 2007

All pages
Form 6-K filed with the SEC on December 6, 2007

All pages
Form 6-K filed with the SEC on December 14, 2007

All pages
Form 6-K filed with the SEC on December 26, 2007

All pages
Form 6-K filed with the SEC on December 26, 2007

All pages

All documents incorporated by reference are available at the LuxSE website (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
prospectus 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 prospectus and the documents incorporated by reference into this prospectus 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:

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

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

·
our current and future plans regarding our Spanish-language horizontal Internet portal, Esmas.com;

·
statements concerning our current and future plans regarding our investment in the Spanish television channel "La Sexta";

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

·
statements concerning our transactions with and involving Univision Communications, Inc., or Univision;

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

·
statements about our future economic performance or that of 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",
"should" and similar 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 or future developments.

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, Mexican 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 translations
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 December 31, 2006, which was Ps.10.8025 per U.S. Dollar. This prospectus 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 prospectus 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.

Included elsewhere in this prospectus are our audited consolidated balance sheets as of December 31, 2005 and 2006, and the
related consolidated statements of income and changes in financial position for the years ended December 31, 2004, 2005 and 2006,
which are presented in constant Pesos in purchasing power as of December 31, 2006. For unaudited selected consolidated financial
information as of March 31, 2007 and for the three-month period ended March 31, 2007 and for a discussion of Televisa's financial
results for the three-month periods ended March 31, 2006 and 2007, which are presented in constant Pesos in purchasing power as of
March 31, 2007, see Exhibit I to this prospectus. For unaudited selected consolidated financial information as of June 30, 2007 and
September 30, 2007 and for the three-month periods ended June 30, 2007 and September 30, 2007 and a discussion of Televisa's
financial results for the three-month periods ended June 30, 2006 and 2007 and September 30, 2006 and 2007, which are presented in
constant Pesos in purchasing power as of June 30, 2007 and September 30, 2007, as applicable, see Form 6-K for the quarter ended
June 30, 2007, filed with the SEC on July 27, 2007 and Form 6-K for the quarter ended September 30, 2007, filed with the SEC on
October 25, 2007, each as incorporated by reference herein. See "Incorporation by Reference." Since the financial information in
Exhibit I, Form 6-K for the quarter ended June 30, 2007 and Form 6-K for the quarter ended September 30, 2007 are presented in
constant Pesos in purchasing power as of March 31, 2007, June 30, 2007 and September 30, 2007, respectively, it is not directly
comparable to our audited consolidated year-end financial information included elsewhere in this prospectus.

We maintain our books and records in Pesos, the official currency of Mexico, and prepare our financial statements in constant
Pesos and in accordance with Mexican FRS. Mexican FRS differs in significant respects from accounting principles generally
accepted in the United States of America, or U.S. GAAP. See Note 24 to our financial statements 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, 2005. Our 2004 and 2005 U.S. GAAP reconciled items may not be comparable to our unreconciled items
as of and for the year ended December 31, 2006. 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 2004 and 2005 are indicative of the nature and amounts of the
reconciling items as of and for the year ended December 31, 2006 or for any other period. Any reconciliation to U.S. GAAP may
reveal certain differences between our stockholders' equity, net income and other items as reported under Mexican FRS and
U.S. GAAP. See "Risk Factors -- Risk Factors Related to Mexico -- Differences Between Mexican FRS and U.S. GAAP May Have
an Impact on the Presentation of Our Financial Information".

As required by Mexican FRS, our financial statements are adjusted to reflect changes in purchasing power of the Peso due to
inflation. These changes are based on the Mexican National Consumer Price Index, or NCPI.

Certain figures included in this prospectus and in our financial statements have been rounded for ease of presentation. Percentage
figures included in this prospectus 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 prospectus may vary from those obtained by performing the
same calculations using the figures in our financial statements. Certain other amounts that appear in this prospectus may not sum due
to rounding.
v

SUMMARY

You should read the following summary together with the information set forth under the heading "Risk Factors" and in the
financial statements and accompanying notes appearing elsewhere in this prospectus. 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 Mexico" 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 December 31, 2006.

Our Company

We are the largest media company in the Spanish-speaking world and a major participant in the international entertainment
industry. We produce the most Spanish-language television programs, and we believe we own the largest library of Spanish-language
television programming, in the world. We broadcast those programs, as well as programs produced by others, through our own
networks, through our cable system and through our direct-to-home, or DTH satellite services or through other cable and satellite
providers in Mexico, Latin America, Europe, Asia, Africa, the United States, Canada and Australia. We also license our programming
to other television broadcasters and pay-television systems throughout the world. We believe we are also the leading publisher in the
world, in terms of circulation, of Spanish-language magazines. We are a major international distributor of Spanish-language
magazines. We engage in other businesses, including radio production and broadcasting, professional sports and show business
promotions, feature film production and distribution, an Internet portal and gaming.

The programs shown on our networks are among the most-watched programs in Mexico. In 2005 and 2006, approximately 68%
and 69.5%, respectively, of all Mexicans watching television during prime time hours, 69% and 70.1%, respectively, of all Mexicans
watching television during weekday prime time hours and 70% and 71%, respectively, of all Mexicans watching from sign-on to sign-
off watched our networks or stations. Our television broadcasting operations represent our primary source of revenues, and those
operations generated approximately 55.4% and 53.8% of our total revenues in 2005 and 2006, respectively.

Our 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
improving our operating margins. By leveraging all our business segments and capitalizing on their synergies to extract maximum
value from our content, we also intend to continue building our pay-television platforms, expanding our publishing business,
increasing our international programming sales and strengthening our position in the growing U.S.-Hispanic market. 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 2005 and
2006, our networks aired 81% and 84%, respectively, of the 200 most-watched television programs in Mexico, according to the
Mexican subsidiary of the Brazilian Institute of Statistics and Public Opinion, or Instituto Brasileño de Opinión Pública y Estadística,
or IBOPE. 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 and international film library, exclusive rights to soccer games and other events, as well as cultural, musical and show
business productions.

Improving Our Sales and Marketing Efforts. In 2005 and 2006, we outperformed Mexican economic growth by increasing our
television broadcasting revenues in real terms by 5.1% and 8.5%, respectively, as compared to increases of 2.8% and 4.8%,
respectively, in gross domestic product in Mexico, or Mexican GDP during the same periods. See "Risk Factors -- Risk Factors
1

Related to Mexico -- Mexico Has Experienced Adverse Economic Conditions". The increase in our television broadcasting revenues
was primarily due to the marketing and advertising strategies we have implemented over the course of the last several years.

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; and (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.

We plan to continue expanding our advertising customer base by targeting medium-sized and local companies who were previously
underserved. For example, as part of our plan to attract medium-sized and local advertisers in Mexico City, we targeted the reach of
the Channel 4 Network throughout Mexico City and revised its format to create 4TV, which targets viewers in the Mexico City
metropolitan area. See "Business -- Television -- Television Broadcasting -- Channel 4 Network". We currently sell local
advertising time on 4TV to medium-sized and local advertisers at rates comparable to those charged for advertising time on local, non-
television media, such as radio, newspapers and billboards. However, by purchasing local advertising time on 4TV, medium-sized and
local advertisers are able to reach a wider audience than they would reach through local, non-television media.

Improving Our Consolidated Operating Income Margin. Our consolidated operating income margin (consolidated operating
income over consolidated net sales) increased in 2006, ending the year at 36.2% compared to 33.3% for 2005. We intend to continue
improving our consolidated operating income margin by increasing revenues and controlling costs and expenses.

Continue Building Our Pay Television Platforms

DTH. We believe that 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 the
only DTH company in Mexico, with approximately 1,430,100 subscribers, of which 91,100 were commercial subscribers as of
December 31, 2006.

The key components of our DTH strategy include:

·
offering high quality programming, including rights to our four over-the-air broadcast channels, exclusive broadcasts of
sporting events, such as the 2006 FIFA World Cup, the Spanish Soccer League and a variety of Mexican Soccer League
games, reality shows and other programs produced by us, or with respect to which we have exclusive rights;

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

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

·
exploring alternatives to expand our DTH services in Central America and the Caribbean;

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

·
we plan to continue leveraging our strengths and capabilities to develop new business opportunities and expand through
acquisitions.

Cable. With a subscriber base of over 422,100 (of which 283,200 were digital subscribers) and 496,500 (all of which are digital
subscribers) basic subscribers as of December 31, 2005 and 2006, respectively, and 1,519,413 homes passed as of December 31, 2006,
Cablevisión, the Mexico City cable system in which we own a 51% interest, is one of the largest cable television operators in Mexico.
Cablevisión's strategy aims to increase its subscriber base, average monthly revenues per subscriber and penetration rate by:

·
continuing to offer high quality programming;

·
upgrading its existing cable network into a broadband bidirectional network;

·
switching its current analog subscribers to digital service in order to stimulate new subscriptions, substantially reduce piracy
and offer new value-added services;

2