Obligation Televisa Grupo 6.125% ( US40049JBC09 ) en USD

Televisa Grupo

100 % ▲

Mexique

US40049JBC09 ( en USD )

6.125% par an ( paiement semestriel )

31/01/2046

Prospectus brochure de l'obligation Grupo Televisa US40049JBC09 en USD 6.125%, échéance 31/01/2046

200 000 USD

900 000 000 USD

40049JBC0

BBB+ ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

31/07/2026 ( Dans 44 jours )

Grupo Televisa est une entreprise mexicaine de médias et de divertissement qui produit du contenu télévisé, cinématographique et numérique, et exploite des réseaux de télévision et de radio, ainsi que des plateformes de streaming.

L'Obligation émise par Televisa Grupo ( Mexique ) , en USD, avec le code ISIN US40049JBC09, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2046

L'Obligation émise par Televisa Grupo ( Mexique ) , en USD, avec le code ISIN US40049JBC09, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Televisa Grupo ( Mexique ) , en USD, avec le code ISIN US40049JBC09, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
(To Prospectus dated April 26, 2013)

U.S.$1,200,000,000
Grupo Televisa, S.A.B.
U.S.$300,000,000 4.625% Senior Notes due 2026
U.S.$900,000,000 6.125% Senior Notes due 2046

We offered U.S.$300,000,000 aggregate principal amount of our 4.625% senior notes due 2026 (the "2026 notes") and U.S.$900,000,000 aggregate
principal amount of our 6.125% senior notes due 2046 (the "2046 notes" and, together with the 2026 notes, the "notes"). Interest on the 2026 notes accrues
at a fixed rate of 4.625% per year. We will pay interest on the 2026 notes semi-annually on each January 30 and July 30, commencing on July 30, 2016.
The 2026 notes will mature on January 30, 2026. Interest on the 2046 notes accrues at a fixed rate of 6.125% per year. We will pay interest on the 2046
notes semi-annually on each January 31 and July 31, commencing on July 31, 2016. The 2046 notes will mature on January 31, 2046.
The notes rank equally in right of payment with all of our other unsecured and unsubordinated debt obligations from time to time outstanding. The
notes are not guaranteed by any of our subsidiaries. The notes rank effectively junior to all of our secured indebtedness, to the extent of the value of our
assets securing that indebtedness and are structurally subordinated to all of the existing and future indebtedness and other liabilities, including trade
payables, of our subsidiaries.
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 to and including the redemption date. 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 to the purchase date. At any time prior to
October 30, 2025 and July 31, 2045, we may redeem the 2026 notes and 2046 notes, respectively, in whole or in part, by paying the greater of the principal
amount of the notes and the applicable "make-whole" amount, plus, in each case, accrued and unpaid interest to the redemption date. On or after October
30, 2025 and July 31, 2045, we may redeem the 2026 notes and 2046 notes, respectively, in whole or in part, by paying an amount equal to 100% of the
principal amount of such 2026 notes or 2046 notes, as applicable, plus accrued and unpaid interest to the redemption date.
We applied to list the notes on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF market of the Luxembourg Stock
Exchange.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-5 of this prospectus supplement, page 6 of the accompanying
prospectus and in our Annual Report on Form 20-F for the year ended December 31, 2014, which is incorporated herein by reference.
Price to Underwriters
Proceeds to Us, Before

Price to Public(1)
Underwriting Fees
(less Underwriting Fees))
Expenses(1)
4.625% Senior Notes due 2026
99.385%
0.300%
99.085%
U.S.$297,255,000
6.125% Senior Notes due 2046
99.677%
0.400%
99.277%
U.S.$893,493,000

(1) Plus accrued interest, if any, from November 24, 2015.
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE SOLELY OUR RESPONSIBILITY AND
HAVE NOT BEEN REVIEWED OR AUTHORIZED BY THE COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR CNBV. THE
TERMS AND CONDITIONS OF ANY OFFER OF SECURITIES WILL BE NOTIFIED TO THE CNBV FOR INFORMATIONAL
PURPOSES ONLY AND SUCH NOTICE DOES NOT CONSTITUTE A CERTIFICATION AS TO THE INVESTMENT VALUE OF THE
SECURITIES OR OUR SOLVENCY. THE SECURITIES MAY NOT BE PUBLICLY OFFERED OR SOLD IN MEXICO, EXCEPT THAT
THE NOTES MAY BE SOLD TO MEXICAN INSTITUTIONAL AND QUALIFIED INVESTORS SOLELY PURSUANT TO THE PRIVATE
PLACEMENT EXEMPTION SET FORTH IN ARTICLE 8 OF THE LEY DEL MERCADO DE VALORES, OR MEXICAN SECURITIES
MARKET LAW. IN MAKING AN INVESTMENT DECISION, ALL INVESTORS, INCLUDING ANY MEXICAN CITIZEN WHO MAY
ACQUIRE DEBT SECURITIES FROM TIME TO TIME, MUST RELY ON THEIR OWN EXAMINATION OF US.
Neither the U.S. Securities and Exchange Commission, or SEC, nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
Delivery of the notes was made in book-entry form through the facilities of The Depository Trust Company ("DTC") for the accounts of their direct
and indirect participants, including Euroclear Bank S.A./N.V. ("Euroclear"), as operator of the Euroclear System, and Clearstream Banking, société
anonyme ("Clearstream"), on November 24, 2015.
This prospectus supplement and the accompanying prospectus constitute a prospectus for the purposes of Luxembourg law dated July 10, 2005 on
Prospectuses for Securities, as amended.
________________
Goldman, Sachs & Co.

HSBC

Morgan Stanley

The date of this prospectus supplement is December 18, 2015.

TABLE OF CONTENTS

Prospectus Supplement
Important Currency Information ........................................................................................................................................... S-iii
Presentation of Financial Information ................................................................................................................................... S-iii
Incorporation by Reference ................................................................................................................................................... S-iii
Summary ................................................................................................................................................................................ S-1
Risk Factors ............................................................................................................................................................................ S-5
Use of Proceeds ...................................................................................................................................................................... S-6
Capitalization ......................................................................................................................................................................... S-7
Ratio of Earnings to Fixed Charges ........................................................................................................................................ S-8
Management's Discussion and Analysis of Financial Condition and Results of Operations for the Three- and Nine-
Month Periods Ended September 30, 2015 and 2014............................................................................................................. S-9
Description of the Notes ....................................................................................................................................................... S-23
Taxation ................................................................................................................................................................................ S-45
Underwriting ........................................................................................................................................................................ S-52
Listing and General Information .......................................................................................................................................... S-56
Validity of Notes .................................................................................................................................................................. S-57
Experts.................................................................................................................................................................................. S-57
Index to Interim Unaudited Consolidated Financial Statements ......................................................................................... S-F-1
Prospectus

About This Prospectus................................................................................................................................................................ 1
Where You Can Find More Information .................................................................................................................................... 1
Incorporation by Reference ........................................................................................................................................................ 2
Enforceability of Civil Liabilities ............................................................................................................................................... 2
Cautionary Statement Regarding Forward-Looking Statements ................................................................................................ 3
Grupo Televisa, S.A.B. .............................................................................................................................................................. 5
Risk Factors ................................................................................................................................................................................ 6
Use of Proceeds ........................................................................................................................................................................ 10
Ratio of Earnings to Fixed Charges .......................................................................................................................................... 10
Description of the Senior Debt Securities ................................................................................................................................ 11
Plan of Distribution .................................................................................................................................................................. 14
Validity of the Notes ................................................................................................................................................................ 16
Experts...................................................................................................................................................................................... 16

You should rely only on the information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus. We have not, and the underwriters have not, authorized anyone to provide you
with any other information or information that is different from or additional to that which is contained or
incorporated by reference in this propspectus supplement or the accompanying prospectus. This document may
only be used where it is legal to sell the notes. This prospectus supplement and the accompanying prospectus may
only be used for the purposes for which they have been published. You should not assume that the information
contained in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference
herein or therein is accurate as of any date other than the respective dates of such documents. We are not, and the
underwriters are not, making an offer to sell the notes in any jurisdiction except where such an offer or sale is
permitted.
This prospectus supplement is based on information provided by us and other sources that we believe to be reliable.
We and the underwriters cannot assure you that this information is accurate or complete. This prospectus supplement
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 supplement. In making an investment decision, you must rely
on your own examination of our company and the terms of the offering and the notes, including the merits and risks
involved.
S-i

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 supplement 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 or incorporated by reference in this prospectus supplement and
the accompanying 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 such documents is in accordance with the facts and does not omit any
material information.
We reserve the right to withdraw this offering of the notes at any time and we and the underwriters 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 underwriters and certain of their respective 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 underwriters will have any responsibility therefor.
Copies of all documents incorporated by reference in this prospectus supplement or the accompanying prospectus
(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 prospectus supplement.
S-ii

IMPORTANT CURRENCY INFORMATION
Unless otherwise specified, references to "Ps." or "Pesos" in this prospectus supplement are to Mexican Pesos, the
legal currency of Mexico; and references to "Dollars," "U.S. Dollars," "$" or "U.S.$" 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.
PRESENTATION OF FINANCIAL INFORMATION
Our audited consolidated year-end financial statements, including the consolidated statements of financial position as
of December 31, 2014 and 2013, the related consolidated statements of income, comprehensive income, changes in equity
and cash flows for the years ended December 31, 2014, 2013 and 2012, and the accompanying notes, are included in our
annual report on Form 20-F for the year ended December 31, 2014, or the 2014 Form 20-F, which is incorporated herein by
reference. Our interim unaudited condensed consolidated financial statements as of September 30, 2015 and for the three
and nine-month periods ended September 30, 2015 and 2014 and the notes thereto, are included elsewhere in this
prospectus supplement.
The financial information as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013 and
2012, was prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International
Accounting Standards Board ("IASB"). The financial information as of September 30, 2015 and for the three- and nine-
month periods ended September 30, 2015 and 2014, was prepared in accordance with International Accounting Standard 34
Interim Financial Reporting, as issued by the IASB. This data should also be read together with "Item 5--Operating and
Financial Review and Prospects" included in the 2014 Form 20-F, which is incorporated herein by reference, and the
discussion of our three and nine-month interim financial results included elsewhere in this prospectus supplement.
This prospectus supplement 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 supplement 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, or at all. 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 September 30, 2015, which was Ps.16.9319 per U.S. Dollar.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information contained in documents we file with them, 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 supplement, and later information that we file with the SEC, to the
extent that we identify such information as being incorporated by reference into this prospectus supplement or the
accompanying prospectus, will automatically update and, where applicable, supersede this information. Information set
forth in this prospectus supplement updates and, where applicable, supersedes any previously filed information that is
incorporated by reference into this prospectus supplement or the accompanying prospectus. We incorporate by reference
into this prospectus supplement the following information and documents:
·
our annual report on Form 20-F for the fiscal year ended December 31, 2014, as filed with the SEC on April
29, 2015, which we refer to in this prospectus supplement as the "2014 Form 20-F";
Our 2014 Form 20-F includes the following information:
Item
References
Summary financial information showing the most
"Item 3--Selected Financial Data" on pages 4-6 and "Item
significant financial particulars in the last two financial
18--Financial Statements" on pages F-1 through F-77
years
Report of Independent Registered Public Accounting
page F-2
Firm
S-iii

Consolidated Statements of Financial Position
pages F-3 and F-4
Consolidated Statements of Income
page F-5
Notes to Consolidated Financial Statements
pages F-10 through F-77

You may request a copy of these filings, at no cost, 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

Copies of all documents incorporated by reference in this prospectus supplement (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference in such documents) will also be provided without
charge at the offices of The Bank of New York Mellon, as trustee, and the paying agents set forth on the inside back cover
page of this document. These documents are also available for viewing on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
You should rely only on the information included or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not authorized anyone to provide you with different information. We are not making an
offer to sell, or soliciting an offer to buy, securities in any jurisdiction where the offer or sale is not permitted. You should
not assume that the information in this prospectus supplement or the accompanying prospectus or any document
incorporated by reference herein or therein is accurate as of any date other than that on the front cover of the applicable
document.

S-iv

SUMMARY
This summary highlights key information contained elsewhere in, or incorporated by reference in, this prospectus
supplement or the accompanying prospectus. Because it is a summary, it does not contain all of the information that you
should consider before making a decision to invest in the notes. You should read the entire prospectus supplement, the
accompanying prospectus and the documents incorporated by reference, including the sections entitled "Risk Factors",
and our financial statements and related notes to those financial statements, before making an investment decision. In this
prospectus supplement, "we," "us," "our" or "Company" refer to Grupo Televisa, S.A.B. and, where the context requires,
its consolidated entities. "Group" refers to Grupo Televisa, S.A.B. and its consolidated entities.
Grupo Televisa, S.A.B.
We are the largest media company in the Spanish-speaking world based on our market capitalization and a major
participant in the international entertainment business. We operate four broadcast channels in Mexico City and
complement our network geographic coverage through affiliated stations throughout the country. We produce pay-TV
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. In 2014,
we exported 87,143 hours of programming to 83 countries, excluding the United States. In the United States, we have
granted Univision the exclusive right to broadcast certain of our content pursuant to a program license agreement.
We believe we are the most important Spanish-language magazine publisher in the world, as measured by circulation,
with an annual circulation of approximately 117 million magazines publishing 182 titles in approximately 21 countries.
We are also an active participant in Mexico's telecommunications industry. We own 58.7% of Sky, a DTH satellite
television provider in Mexico, Central America and the Dominican Republic. We also participate in Mexico's
telecommunications industry in many regions of the country where we offer video, voice and broadband services. We own
Cablemás, S.A. de C.V., or Cablemás, have a controlling stake in Empresas Cablevisión, S.A.B. de C.V., or Cablevisión,
and Televisión Internacional, S.A. de C.V. and its subsidiaries, collectively TVI, and as part of the expansion of our
telecommunications business, we acquired Grupo Cable TV, S.A. de C.V., or Cablecom, in August 2014, and in January
2015 we acquired Cablevisión Red, S.A. de C.V., or Telecable. We own 100% of Cablemás, 100% of Cablecom, 100% of
Telecable, 51% of Cablevisión and 50% of TVI.
We also own Televisa.com as well as 15 other web portals of our brands and products and four main mobile apps with
more than 20 million downloads, a gaming business which includes casinos, a 50% stake in a radio company that as of
December 31, 2014 reached 73% of the Mexican population, a feature film production and distribution company, a soccer
team and a stadium in Mexico, and an unconsolidated 40 % equity stake in Ocesa Entretenimiento, S.A. de C.V., or OCEN,
one of the leading live entertainment companies in Mexico.
_________________
Grupo Televisa, S.A.B. is a sociedad anónima bursátil, a limited liability public stock corporation organized under the
laws of the United Mexican States. We are incorporated under Public Deed Number 30,200, dated December 19, 1990. Our
principal executive offices are located at Avenida Vasco de Quiroga, No. 2000, Colonia Santa Fe, 01210 México, D.F.,
México. Our telephone number at that address is +52 (55) 5261-2000.
S-1

The Offering
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed
information appearing in "Description of the Notes".
Issuer ......................................................................
Grupo Televisa, S.A.B.

Notes Offered .........................................................
U. S.$300,000,000 aggregate principal amount of 4.625% senior notes due
2026. U.S.$900,000,000 aggregate principal amount of 6.125% senior
notes due 2046.

Issue Date ...............................................................
2 026 notes: November 24, 2015.
2046 notes: November 24, 2015.

Maturity Date .........................................................
2
026 notes: January 30, 2026.
2046 notes: January 31, 2046.

Interest Rate............................................................
T
he 2026 notes bear interest at the rate of 4.625% per year from November
24, 2015. The 2046 notes bear interest at the rate of 6.125% per year from
November 24, 2015.

Interest Payment Dates ...........................................
I
n terest on the 2026 notes will be payable semi-annually on January 30 and
July 30 of each year, beginning on July 30, 2016. The first interest period
will be a long interest period from November 24, 2015 to, but not
including, July 30, 2016. Interest on the 2046 notes will be payable semi-
annually on January 31 and July 31 of each year, beginning on July 31,
2016. The first interest period will be a long interest period from
November 24, 2015 to, but not including, July 31, 2016.

Ranking ..................................................................
T
he notes are unsecured general obligations and rank equally in right of
payment with all of our existing and future unsecured and unsubordinated
indebtedness. The notes rank effectively junior to all of our secured
indebtedness with respect to the value of our assets securing that
indebtedness and to all of the existing and future liabilities, including trade
payables, of our subsidiaries.

As of September 30, 2015:

(i) the Company, on an unconsolidated basis, had Ps.100,792.9 million
(equivalent to U.S.$5,952.8 million) of aggregate liabilities (not
including the notes and excluding liabilities to subsidiaries),
U.S.$3,052.0 million of which was U.S. Dollar-denominated. These
liabilities include Ps.86,367.2 million (equivalent to
U.S.$5,100.9 million) of indebtedness, U.S.$3,000.0 million of which
was U.S. Dollar-denominated, all of which would have effectively
ranked equal to the notes; and

(ii) the Company's subsidiaries had Ps.50,952.7 million (equivalent to
U.S.$3,009.3 million) of liabilities (excluding liabilities to the
Company and excluding guarantees by subsidiaries of indebtedness of
the Company), U.S.$799.5 million of which was U.S. Dollar-
denominated. These liabilities include Ps.8,282.1 million (equivalent to
U.S.$489.1 million) of indebtedness, U.S.$302.5 million of which was
U.S. Dollar-denominated, all of which would have effectively ranked
senior to the notes.

Certain Covenants ..................................................
T
he indenture governing the notes contains certain covenants relating to
the Company and its restricted subsidiaries, including covenants with
respect to:

· limitations on liens;

· limitations on sales and leasebacks; and

· limitations on certain mergers, consolidations and similar transactions.

These covenants are subject to a number of important qualifications and
exceptions. See "Description of the Notes -- Certain Covenants".
S-2

Change of Control Offer.........................................
If we experience specific changes of control, we must offer to repurchase
the notes at 101% of their principal amount, plus accrued and unpaid
interest to the purchase date. See "Description of the Notes -- Certain
Covenants -- Repurchase of Notes upon a Change of Control".

Additional Amounts ...............................................
A ll payments by us in respect of the notes, whether of principal or interest,
will be made without withholding or deduction for Mexican taxes, unless
any withholding or deduction is required by law. If you are not a resident
of Mexico for tax purposes, payment of interest on the notes to you will
generally be subject to Mexican withholding tax at a rate which is
currently 4.9% (subject to certain exceptions). See "Taxation -- Federal
Mexican Taxation". In the event any withholding or deduction for Mexican
taxes is required by law, subject to specified exceptions and limitations, we
will pay the additional amounts required so that the net amount received by
the holders of the notes after the withholding or deduction will not be less
than the amount that would have been received by the holders in the
absence of such withholding or deduction. See "Description of the
Notes -- Certain Covenants -- Additional Amounts".

Redemption for Changes in Mexican

Withholding Taxes ...............................................
In the event that, as a result of certain changes in law affecting Mexican
withholding taxes, we become obligated to pay additional amounts in
excess of those attributable to a Mexican withholding tax rate of 4.9%, we
may redeem the outstanding notes, in whole but not in part, at our option at
any time at 100% of their principal amount plus accrued and unpaid
interest, if any, to and including the redemption date. See "Description of
the Notes -- Certain Covenants -- Additional Amounts" and "Description
of the Notes -- Optional Redemption -- Withholding Tax Redemption".

Optional Redemption .............................................
A t any time prior to October 30, 2025, we may redeem any of the 2026
notes in whole or in part by paying the greater of the principal amount of
the 2026 notes or a "make-whole" amount, plus in each case accrued and
unpaid interest to the redemption date. On or after October 30, 2025, we
may redeem any of the 2026 notes in whole or in part by paying an amount
equal to 100% of the principal amount of such 2026 notes, plus accrued
and unpaid interest to the redemption date. At any time prior to July 31,
2045, we may redeem any of the 2046 notes in whole or in part by paying
the greater of the principal amount of the 2046 notes or a "make-whole"
amount, plus in each case accrued and unpaid interest to the redemption
date. On or after July 31, 2045, we may redeem any of the 2046 notes in
whole or in part by paying an amount equal to 100% of the principal
amount of such 2046 notes, plus accrued and unpaid interest to the
redemption date. See "Description of the Notes -- Optional Redemption
-- Optional Redemption with Make-Whole Amount".

Further Issuances ....................................................
W e may, from time to time without the consent of holders of the 2026
notes or 2046 notes, issue additional notes on the same terms and
conditions as the 2026 notes or 2046 notes, as applicable, which additional
notes will increase the aggregate principal amount of, and will be
consolidated and form a single series with either, the 2026 notes or 2046
notes, as applicable.

Form and Denomination .........................................
T
he notes will be issued only in registered form, with a minimum
denomination of U.S.$200,000 and integral multiples of U.S.$1,000 in
excess thereof.

Except in limited circumstances, the notes will be issued in the form of
global notes. See "Description of the Notes -- Form, Denomination and
Registration". Beneficial interests in the global notes will be shown on, and
transfers of beneficial interests in the global notes will be made only
through, records maintained by DTC and its participants and indirect
S-3

participants, including Euroclear and Clearstream.

Listing ....................................................................
W e applied to list the notes on the Official List of the Luxembourg Stock
Exchange for trading on the Euro MTF market of the Luxembourg Stock
Exchange.

CUSIP and ISIN .....................................................
T
he CUSIP for the 2026 notes is 40049J BB2. The ISIN for the 2026 notes
is US40049JBB26. The CUSIP for the 2046 notes is 40049J BC0. The
ISIN for the 2046 notes is US40049JBC09.

Governing Law .......................................................
T
he notes and the indenture are governed by New York law.

Use of Proceeds ......................................................
T
he net proceeds from the sale of the notes were approximately
U.S.$1,188.3 million after discounts, payment of underwriting fees and
estimated offering expenses. We intend to use the net proceeds for general
corporate purposes including capital expenditures associated with the
continued growth of our cable and telecommunication segments. See "Use
of Proceeds".

Trustee, Registrar, Paying Agent and
Transfer Agent......................................................
T
he Bank of New York Mellon.

Luxembourg Listing Agent, Luxembourg
Paying Agent and Luxembourg Transfer
Agent ....................................................................
T
he Bank of New York Mellon (Luxembourg) S.A.

Risk Factors ............................................................
See the risk factors discussed under "Risk Factors" in this prospectus
supplement, in the accompanying prospectus and "Item 3--Key
Information--Risk Factors" in the 2014 Form 20-F, which is incorporated
by reference, for a discussion of factors you should carefully consider
before deciding to invest in the notes.

S-4

RISK FACTORS
An investment in the notes involves risk. You should consider carefully the following risk factors and the risk factors
discussed under "Risk Factors" in the accompanying prospectus and "Item 3--Key Information--Risk Factors" in our
2014 Form 20-F, which is incorporated herein by reference, as well as all other information included or incorporated by
reference in this prospectus supplement or the accompanying prospectus, before deciding to invest in the notes.
Changes in our credit ratings may adversely affect your investment in the notes.
We currently expect that, prior to issuance, the notes will be rated by one or more ratings agencies. The ratings of
credit rating agencies assigned to the notes are not recommendations to purchase, hold or sell the notes, inasmuch as the
ratings do not comment as to market prices or suitability for a particular investor, are limited in scope, and do not address
all material risks relating to an investment in the notes, but rather reflect only the view of each rating agency at the time the
rating is issued. An explanation of the significance of such ratings may be obtained from such rating agency. There can be
no assurance that such credit ratings will remain in effect for any given period of time or that such ratings will not be
lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency's judgment, circumstances so
warrant, including as a result of increases in our leverage, any decline in our operating results or perceptions of the
Broadcast and/or the Telecommunications sectors in which we operate. Actual or anticipated changes or downgrades in our
credit ratings, including any announcement that our ratings are under further review for a downgrade, could affect the
market value and liquidity of the notes and increase our corporate borrowing costs.
S-5