Obligation Televisa Grupo 6% ( USP4987VAR44 ) en USD

Televisa Grupo

100 % ▼

Mexique

USP4987VAR44 ( en USD )

6% par an ( paiement semestriel )

15/05/2018 - Obligation échue

Prospectus brochure de l'obligation Grupo Televisa USP4987VAR44 en USD 6%, échue

100 000 USD

500 000 000 USD

P4987VAR4

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 USP4987VAR44, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2018

PROSPECTUS
Grupo Televisa, S.A.B.
U.S.$500,000,000
6.0% Senior Notes due 2018
We offered U.S.$500,000,000 aggregate principal amount of our 6.0% senior notes, or the notes due 2018. The notes were initially sold to
investors on May 12, 2008 at a price equal to 99.280% of the principal amount thereof, plus accrued interest, if any, from May 12, 2008.
Interest on the notes accrue at a fixed rate of 6.0% per year. We will pay interest on the notes semi-annually on each May 15 and
November 15, commencing on November 15, 2008. We have 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 15, 2008. The aggregate
principal amount of approximately U.S.$499,425,000 aggregate principal amount of notes (the "New Notes") representing 99.9% of
the notes were exchanged. The closing of the exchange offer occurred Friday, August 15, 2008. Following the closing of the exchange
offer, approximately U.S.$575,000 aggregate principal amount of the notes (the "Old Notes" together with the New Notes, the
"Notes") remained outstanding. This prospectus contains additional information regarding the terms of the notes, including covenants and
transfer restrictions.
The notes are scheduled to mature on May 15, 2018. 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 116.
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 have applied to admit the Notes to list on the Official List of the Luxembourg Stock Exchange and to trade the Notes on the Euro MTF
market (Euro MTF").
Investing in the notes involves risks. See "Risk Factors" beginning on page 13 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 OF
MEXICO (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.

Joint Book-Running Managers
HSBC
JPMorgan

The date of this prospectus is May 5, 2009.

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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 ..................................................................................................................................................................................... 14
USE OF PROCEEDS .............................................................................................................................................................................. 24
EXCHANGE RATE INFORMATION ................................................................................................................................................... 25
DIVIDENDS............................................................................................................................................................................................ 26
CAPITALIZATION ................................................................................................................................................................................ 27
SELECTED CONSOLIDATED FINANCIAL INFORMATION........................................................................................................... 28
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ........... 33
BUSINESS .............................................................................................................................................................................................. 60
MANAGEMENT..................................................................................................................................................................................... 98
THE PRINCIPAL STOCKHOLDERS AND RELATED PARTY TRANSACTIONS........................................................................ 110
DESCRIPTION OF THE NOTES......................................................................................................................................................... 117
EXCHANGE OFFER; REGISTRATION RIGHTS.............................................................................................................................. 137
TAXATION........................................................................................................................................................................................... 139
PLAN OF DISTRIBUTION .................................................................................................................................................................. 145
NOTICE TO INVESTORS.................................................................................................................................................................... 148
GENERAL INFORMATION................................................................................................................................................................ 151
LEGAL MATTERS............................................................................................................................................................................... 152
INDEPENDENT ACCOUNTANTS ..................................................................................................................................................... 152
AVAILABLE INFORMATION............................................................................................................................................................ 152
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF..........................................................................................................1
EXHIBIT I -- UNAUDITED RESULTS FOR THE THREE MONTHS ENDED ..................................................................................1

You should rely on only the information contained in this document or incorporated by reference herein. 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 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 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. Although we take
responsibility for the correct reproduction of this information, 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.

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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
Mellon, as trustee, and the paying agent set forth on the inside back cover page of this prospectus.

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 made 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, where applicable, 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, 2007, which we filed with the SEC on

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June 25, 2008 (SEC File No. 1-12610); Form 6-K for the quarter ended March 31, 2008 filed with the SEC on June 11, 2008;
Forms 6-K for the quarter ended June 30, 2008 filed with the SEC on July 22, 2008 and July 23, 2008; and Forms 6-K for the
quarter ended September 30, 2008 filed with the SEC on October 29, 2008.

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 25, 2008

Number of outstanding shares

Cover

"Additional Information -- Mexican Securities Market Law"
Pages 105-106
"Additional Information -- Bylaws"

Pages 106-114
"Information on the Company --
History and Development of the Company"

Page 20
"Information on the Company --
Business Overview"

Pages 21-55

Financial
Statements
Pages
F-1

F-57

Bylaws
Exhibit
1.1

Form 6-K filed with the SEC on June 11, 2008

All pages
Form 6-K filed with the SEC on July 22, 2008

All pages
Form 6-K filed with the SEC on July 23, 2008

All pages
Form 6-K filed with the SEC on October 29, 2008

All pages
Form 6-K filed with the SEC on October 29, 2008

All pages

All documents incorporated by reference are available at the Luxembourg Stock Exchange 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

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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 the 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 share, capital expenditures, dividends, capital structure
or other financial items or ratios;

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

· our current and future plans regarding our online and wireless content division, Televisa Digital;

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

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

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

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

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

· statements about our acquisition of Editorial Atlántida, S.A., or Editorial Atlántida;

· statements about our recent acquisition of shares of companies owning the majority of the assets of Bestel, S.A. de C.V., or
Bestel;

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

· statements or assumptions underlying these statements.

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.

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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, 2007, which was Ps.10.9222 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, 2006 and 2007, and the
related consolidated statements of income, of changes in stockholders' equity and of changes in financial position for the years ended
December 31, 2005, 2006 and 2007, which are presented in constant Pesos in purchasing power as of December 31, 2007. For
unaudited selected consolidated financial information as of March 31, 2008 and for the three-month period ended March 31, 2008 and
a discussion of Televisa's financial results for the three-month periods ended March 31, 2007 and 2008, see Exhibit I to this
prospectus. For unaudited selected consolidated financial information as of June 30, 2008 and for the six-month period ended June 30,
2008 and a discussion of Televisa's financial results for the six-month period ended June 30, 2008, see Forms 6-K for the quarter
ended June 30, 2008, as incorporated by reference herein. For unaudited selected consolidated financial information as of September
30, 2008 and for the nine-month period ended September 30, 2008 and a discussion of Televisa's financial results for the nine-month
period ended September 30, 2008, see Forms 6-K for the quarter ended September 30, 2008, as incorporated by reference herein.
Since the financial information as of March 31, 2008 and for the three-month period ended March 31, 2008 and the financial
information in the Forms 6-K for the quarter ended June 30, 2008 and the quarter ended September 30, 2008 is presented in nominal
Pesos instead of constant Pesos due to a change in Mexican accounting standards as described below, 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 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 23 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, 2006. Our
2005 and 2006 U.S. GAAP reconciled items may not be comparable to our unreconciled items as of and for the year ended
December 31, 2007. 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 2005 and 2006 is indicative of the nature and amounts of the reconciling items as of and for
the year ended December 31, 2007 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 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, and under certain circumstances, we are no longer required by Mexican FRS to recognize the effects of inflation in
our books and records, except those recognized through December 31, 2007.

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.

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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" 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, 2007.

Our Company

Grupo Televisa, S.A.B., is the largest media company in the Spanish-speaking world 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. In 2007 our broadcast television channels had an average sign-on to sign-off audience share of 70.9%. We
produce pay television channels with national and international feeds, which reach more than 18.2 million 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 2007, we exported 60,308 hours of programming to over 60 countries. We distribute our content in the United
States through Univision.

We believe we are the most important Spanish-language magazine publisher in the world, as measured by circulation, with an
annual circulation of approximately 165 million magazines publishing 92 titles in more than 20 countries.

We own 58.7% of Sky, a direct-to-home, or DTH, satellite television provider in Mexico. We are also a shareholder in two
Mexican cable companies, Cablevisión and Televisión Internacional, S.A. de C.V., or TVI, and own a long-term note convertible into
an indirect equity stake of Cablemás, S.A. de C.V., or Cablemás, a large cable operator in Mexico.

We also own Esmas.com, one of the leading digital entertainment web portals in Latin America, a gaming business which includes
bingo parlors and a nationwide lottery, a 50% stake in a radio company that reaches 70% 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 Gestora de Inversiones Audiovisuales La Sexta, S.A., or La Sexta, a free-to-air
television channel in Spain, and in OCESA, one of the leading live entertainment companies in Mexico.

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
maintaining high 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 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 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.

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 2006 and
2007, our networks aired 84% and 73%, 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 Brasileo 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

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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.

As a result of the strategic alliance agreement entered into with NBC Universal's Telemundo, we will distribute Telemundo content
in Mexico on an exclusive basis across multiple platforms including broadcast television, pay television and our emerging digital
platforms. Beginning in April 2008, we will broadcast more than 1,000 hours of Telemundo's original programming on Channel 9. In
addition, later this year we will distribute, via Sky and Cablevisión, a new pay television channel in Mexico produced by Telemundo
principally featuring Telemundo branded content. See "Business -- Television -- Programming -- Foreign-Produced Programming".

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; 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.

Maintaining High Operating Segment Income Margins. Our television broadcasting operating segment income margin for 2006
and 2007 was 50.5% and 49.6%, 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. For a description of our advertising sales plan, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations -- Results of Operations -- Total Segment Results --
Advertising Rates and Sales".

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 prospectus as
Official Television Broadcast Time), and our remaining available television advertising time to promote, among other things, our
television products. We sold approximately 66%, 63% and 59% of total available national advertising time on our networks during
prime time broadcasts in 2005, 2006 and 2007, respectively, and approximately 56%, 52% and 50% of total available national
advertising time during all time periods in 2005, 2006 and 2007, respectively. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Results of Operations -- Total Segment Results -- Television Broadcasting".

Continue Expanding 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 in Mexico, with approximately 1,585,100 subscribers, of which 103,100 were commercial subscribers as of
December 31, 2007.

In December 2007, Innova and Sky Brasil Servicos Ltda. 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 will be manufactured by Orbital
Sciences Corporation and is expected to launch in the fourth quarter of 2009. For a description of our satellites, see "Business --
Property, Plant and Equipment -- Satellites".

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The key components of our DTH strategy include:

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

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

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

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

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

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

Pay Television Networks. Through our 14 pay-TV brands and 31 national and international feeds, we reached more than
18.2 million subscribers throughout Latin America, the United States, Canada, Europe and Asia Pacific in 2007. Our pay-TV channels
include three music, four movie, and seven variety and entertainment channels. Through TuTV, our joint venture with Univision, we
distribute five pay-TV channels within the United States. These channels, whose content includes film, music and lifestyle
programming, reached more than 1.8 million households in 2007.

Cable. With a subscriber base of over 496,500 and 551,400 basic subscribers (all of which were digital subscribers), as of
December 31, 2006 and 2007, respectively, and over 1.56 million homes passed as of December 31, 2007, Cablevisión, the Mexico
City cable system in which we own a 51% interest, is one of the most important 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;

· maintaining its 100% digital service in order to stimulate new subscriptions, substantially reduce piracy and offer new value-
added services;

· increasing the penetration of its high-speed and bidirectional internet access and other multimedia services as well as providing a
platform to offer internet protocol, or IP, and telephony services;

· continuing the roll out of digital set-top boxes and the roll out, which began in the third quarter of 2005, of advanced digital set-
top boxes which allow the transmission of high definition programming and recording capability; and

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

Cablevisión has introduced a variety of new multimedia communications services over the past few years, such as interactive
television and other enhanced program services, including high-speed internet access through cable modem as well as IP telephony.
As of December 31, 2007, Cablevisión had 146,000 cable modem customers compared to 96,000 at December 31, 2006. The growth
we have experienced in Cablevisión has been driven primarily by the conversion of our system from analog to digital format.
Accordingly, Cablevisión has concluded its plan to switch its analog subscriber base to the digital service. In addition, Cablevisión
introduced video on demand, or VOD, services and, in May 2007 received governmental approval to introduce telephony services. On
July 2, 2007, Cablevisión began to offer IP telephony services in certain areas of Mexico City and as of December 31, 2007, it had
9,000 IP telephone lines in service. By the end of 2008, Cablevisión plans to offer the service in every area in which its network is
bidirectional.

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Expanding Our Publishing Business

With a total annual circulation of approximately 165 million magazines during 2007, we believe our subsidiary, Editorial Televisa,
S.A. de C.V., or Editorial Televisa, is the most important Spanish-speaking publishing company in the world in number of magazines
distributed. Editorial Televisa publishes 92 titles, some of which have different editions for each different market. Among the 92 titles,
62 are fully owned and produced in-house and the remaining 30 titles are licensed from world-renowned publishing houses, including
the Spanish-language editions of some of the most prestigious brands in the world. Editorial Televisa distributes its titles to more than
20 countries, including Mexico, the United States and countries throughout Latin America. During the last three years, Editorial
Televisa implemented an aggressive commercial strategy in order to increase its market share and advertising revenues. As a result of
this strategy, according to IBOPE, Editorial Televisa's market share in Mexico grew to 49% in 2007. According to Simmons (an
independent research company), five of the top ten Hispanic market magazines in the United States are published and distributed by
Editorial Televisa. We believe that Editorial Televisa leads at least 15 of the 20 markets in which we compete in terms of readership.

In the second half of 2007, we acquired Editorial Atlántida, a leading publishing company in Argentina, for approximately
U.S.$78.8 million. Editorial Atlántida publishes a total of 11 magazines and operates a book publishing business, interactive websites,
and numerous brand-extension projects.

During 2007, we launched five new titles of which two are fully-owned (namely, Cinemania, a monthly movies magazine, and
Lola, Erase Una Vez, a telenovela-themed magazine) and three are licensed from third parties (namely, the Spanish version of
National Geographic Traveler, pursuant to a license agreement with National Geographic Society, the Spanish language version of
Woman's Health, and Runner's World, pursuant to a license agreement with Rodale, Inc.).

Increasing Our International Programming Sales Worldwide and Strengthening Our Position in the Growing U.S.-Hispanic
Market

We license our programs to television broadcasters and pay-TV providers in the United States, Latin America, Asia, Europe and
Africa. Excluding the United States, in 2007, we licensed 60,308 hours of programming in over 60 countries throughout the world.
We intend to continue exploring ways of expanding our international programming sales.

In November 2005, the government of Spain granted a concession for a nationwide free-to-air analog television channel and two
nationwide free-to-air digital television channels to La Sexta, a consortium that includes Televisa, which holds a 40% equity interest
therein; Grupo Arbol and the Mediapro Group, which control a 51% equity interest, indirectly, through their interest in GAMP
Audiovisual, S.A., or GAMP; and as of November 2006, Gala Capital Market, S.L. or Gala, which holds a 9% equity interest which it
acquired from GAMP. La Sexta began broadcasting on March 27, 2006. With our investment in La Sexta, we expect to capitalize on
the size of and growth trends in Spain's advertising market, as well as the potential synergies between the country's entertainment
market and our current markets. For a description of our arrangements with La Sexta, see "Business -- Investments -- La Sexta".

The U.S.-Hispanic population, estimated to be 45.5 million, or approximately 15.1% of the U.S. population according to
U.S. Census estimates published May 1, 2008, is currently one of the fastest growing segments in the U.S. population, with the growth
among Hispanics responsible for half of the U.S. population gains between 2000 and 2007. The U.S. Census Bureau projects that the
Hispanic population will double to approximately 20% of the U.S. population by the year 2020. The Hispanic population accounted
for estimated disposable income in 2006 of U.S.$822 billion, or 8.6% of the total U.S. disposable income, an increase of 64% since
2000. Hispanics are expected to account for U.S.$1.0 trillion of U.S. consumer spending, or 9.7% of the U.S. total disposable income,
by 2010, outpacing the expected growth in total U.S. consumer expenditures.

We intend to leverage our unique and exclusive content, media assets and long-term associations with others to benefit from the
growing demand for entertainment among the U.S.-Hispanic population.

We supply television programming for the U.S.-Hispanic market through Univision, the leading Spanish-language media company
in the United States. During 2007, Televisa provided 36% of Univision Network's non-repeat broadcast hours, including most of its
7:00 p.m. to 10:00 p.m. weekday prime time programming, 15% of TeleFutura Network's non-repeat broadcast hours and
substantially all of the programming broadcast on Galavision Network. In exchange for this programming, during 2005, 2006 and
2007, Univision paid Televisa U.S.$109.8 million, U.S.$126.9 million and U.S.$138.0 million, respectively, in royalties. For a
description of our arrangements with Univision, see "Business -- Univision".

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