Obligation Televisa Grupo 7.25% ( XS0931063779 ) en MXN

Televisa Grupo

100 % ▲

Mexique

XS0931063779 ( en MXN )

7.25% par an ( paiement semestriel )

13/05/2043

Prospectus brochure de l'obligation Grupo Televisa XS0931063779 en MXN 7.25%, échéance 13/05/2043

2 000 000 MXN

6 500 000 000 MXN

14/11/2026 ( Dans 148 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 MXN, avec le code ISIN XS0931063779, paye un coupon de 7.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/05/2043

Prospectus Supplement
(To Prospectus dated April 26, 2013)

Ps. 6,500,000,000
Grupo Televisa, S.A.B.
7.25% Senior Notes due 2043

We offered Ps.6,500,000,000 aggregate principal amount of our 7.25% senior notes due 2043, or the notes. Interest on the
notes accrues at a fixed rate of 7.25% per year. We will pay interest on the notes semi-annually on each May 14 and November 14
commencing on November 14, 2013. The notes will mature on May 14, 2043.
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. 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 and unpaid interest to
the redemption date.
The notes were concurrently offered in Mexico pursuant to a prospectus approved by Comisión Nacional Bancaria y de
Valores, or the Mexican National Banking and Securities Commission, or CNBV. That prospectus is not incorporated by
reference herein or deemed to be a part hereof. The notes have been registered with Registro Nacional de Valores, or the Mexican
National Securities Registry, maintained by the CNBV.
We applied to list the notes on the Bolsa Mexicana de Valores S.A.B. de C.V., or the Mexican Stock Exchange, and 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.

Underwriting
Price to
Proceeds to Us,
Price to Public(1)

Discounts

Underwriters

Before Expenses(1)
7.25% Senior Notes due 2043
99.733%

0.400%

99.333%

Ps.6,456,645,000

(1) Plus accrued interest, if any, from May 14, 2013.

THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE SOLELY OUR
RESPONSIBILITY AND HAVE NOT BEEN REVIEWED OR AUTHORIZED BY THE 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 OFFERED OR SOLD IN
MEXICO, ABSENT AN AVAILABLE EXCEPTION UNDER 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 Clearstream Banking, société anonyme
("Clearstream"), and Euroclear Bank S.A./N.V. ("Euroclear"), for the accounts of their direct and indirect participants, including
S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., on May 14, 2013.
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.

Citigroup
Deutsche Bank Securities
HSBC
Morgan Stanley
The date of this prospectus supplement is September 19, 2013.

TABLE OF CONTENTS

Prospectus Supplement

Important Currency Information .......................................................................................................................................... S-iii
Presentation of Financial Information ................................................................................................................................. S-iii
Documents Incorporated by Reference ................................................................................................................................. S-iv
Summary ................................................................................................................................................................................ S-1
Risk Factors ........................................................................................................................................................................... S-5
Use Of Proceeds ..................................................................................................................................................................... S-7
Capitalization ......................................................................................................................................................................... S-8
Description of the Notes ........................................................................................................................................................ S-9
Taxation ............................................................................................................................................................................... S-31
Underwriting ........................................................................................................................................................................ S-40
Listing and General Information .......................................................................................................................................... S-44
Validity of Notes .................................................................................................................................................................. S-45
Experts ................................................................................................................................................................................. S-45

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......................................................................................................................................................................... 9
Ratio of Earnings to Fixed Charges .......................................................................................................................................... 9
Description of the Senior Debt Securities ............................................................................................................................... 10
Plan of Distribution ................................................................................................................................................................. 13
Validity of Notes ..................................................................................................................................................................... 15
Experts .................................................................................................................................................................................... 15

Annex A: Financial Statements

Index To Consolidated Financial Statements ........................................................................................................................ F-1

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 information that is different. 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 purpose 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
S-i

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. You should understand that you will be required to bear
the financial risks of your investment for an indefinite period of time.
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.
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.

In this prospectus supplement, "we", "us", "our" or "Company" refer to Grupo Televisa, S.A.B. and, where the context
requires, its consolidated entities.
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.

You are required to pay for the purchase of the notes in Pesos. The underwriters may, in their discretion and upon your
request, arrange for the conversion of your payment in U.S. Dollars or another currency into Pesos in order to facilitate the
purchase of the notes. All conversions will be made by the underwriters at the applicable exchange rate quoted by them in
their absolute discretion and on the terms that they may from time to time establish in accordance with their regular foreign
exchange practices. You will be responsible for paying all commissions and fees for any currency conversion related to the
purchase of the notes.

We will make all payments on the notes, including payments of interest and the payment of principal at maturity, in
Pesos. Consequently, investors with accounts that cannot accept payments on the notes in Pesos must determine how to
convert these payments into U.S. Dollars or another currency. Your financial institution may automatically convert
payments from Pesos into U.S. Dollars or another currency if you do not arrange for account facilities denominated in
Pesos. You will be responsible for paying all commissions and fees for any currency conversion related to any payment on
the notes.

PRESENTATION OF FINANCIAL INFORMATION

Our audited consolidated year-end financial statements, including the consolidated statements of financial position as of
December 31, 2012 and 2011 and as of January 1, 2011, the related consolidated statements of income, comprehensive
income, changes in stockholders' equity and cash flows for the years ended December 31, 2012 and 2011, and the
accompanying notes, are included in Annex A hereto and in our annual report on Form 20-F for the year ended December
31, 2012, or the 2012 Form 20-F, which is incorporated herein by reference. Our unaudited condensed consolidated
financial statements as of June 30, 2013 and for the three-month and six-month periods ended June 30, 2013 and 2012, are
included in Annex A hereto and in our Form 6-K furnished to the SEC on July 12, 2013, which is incorporated herein by
reference.

As required by regulations issued by the CNBV for listed companies in Mexico, beginning on January 1, 2012, we
discontinued using Mexican Financial Reporting Standards ("Mexican FRS") as issued by the Consejo Mexicano de
Normas de Información Financiera, or the Mexican Financial Reporting Standards Board, and began using International
Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") for financial
reporting purposes.

The financial information as of December 31, 2012 and 2011 and as of January 1, 2011 (the date of transition to IFRS),
and for the years ended December 31, 2012 and 2011, and as of June 30, 2013 and for the three-month and six-month
periods ended June 30, 2013 and 2012, was prepared in accordance with IFRS as issued by the IASB. Through December
31, 2011, our consolidated financial information was previously reported in accordance with Mexican FRS. Accordingly,
the financial information as of and for the year ended December 31, 2011, is not directly comparable to previously reported
financial information as of and for the year ended on that date. This data should also be read together with "Item 5--
Operating and Financial Review and Prospects" included in the 2012 Form 20-F and the discussion of our three-month and
six-month interim financial results included in our Forms 6-K furnished to the SEC on July 9, 2013 and July 12, 2013, each
of which is incorporated herein by reference.

In preparing our opening IFRS statement of financial position as of January 1, 2011, we adjusted amounts previously
reported in our consolidated financial statements prepared in accordance with Mexican FRS. Information relating to certain
differences between Mexican FRS and IFRS as they relate to the initial adoption of IFRS in our consolidated financial
statements for the year ended December 31, 2011, as well as an explanation of how the transition from Mexican FRS to
IFRS affected our financial position, financial performance and cash flows, are presented in Note 27 to our audited
consolidated year-end financial statements.

S-iii

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 June 30, 2013, which was Ps.13.0238 per U.S. Dollar.

DOCUMENTS INCORPORATED 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, 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. 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, 2012, as filed with the SEC on April 11,
2013, which we refer to in this prospectus supplement as the "2012 Form 20-F";

·
our Forms 6-K that we furnished to the SEC on April 26, 2013, May 9, 2013 and May 14, 2013; and

·
our Forms 6-K that we furnished to the SEC on July 9, 2013 and July 12, 2013, which contain our unaudited
condensed consolidated financial statements as of June 30, 2013 and for the three-month and six-month periods
ended June 30, 2013 and 2012, and a related discussion of our financial results.

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. 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 any document incorporated by reference herein 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.

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 and complement our
network coverage through affiliated stations throughout the country. From January 1, 2012 to June 16, 2012, our broadcast
television channels had an average sign-on to sign-off audience share of 69.6%. 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 2012, we exported 92,887
hours of programming to approximately 51 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 129 million magazines publishing 186 titles in approximately 20 countries.

We own 58.7% of Sky, a DTH satellite television provider in Mexico, Central America and the Dominican Republic.
We are also a shareholder in two Mexican cable companies, Empresas Cablevisión, S.A.B. de C.V., or Cablevisión, and
Televisión Internacional, S.A. de C.V. and its subsidiaries, collectively TVI, and in 2011 we merged a third Mexican cable
company, Cablemás, S.A. de C.V., or Cablemás, into the Company. We own 100% of Cablemás, 51% of Cablevisión and
50% of TVI.

We also own Televisa.com as well as Esmas.com, one of the leading digital entertainment web portals in Latin America,
a gaming business which includes bingo parlors, a 50% stake in a radio company that as of December 31, 2012 reached
74% of the Mexican population, a feature film production and distribution company, soccer teams and a stadium 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 were 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.

Recent Developments

Second Quarter Results

On July 8, 2013, we announced our results of operations for the three months and six months ended June 30, 2013. For a
description of these results, see Annex A hereto and our Forms 6-K furnished to the SEC on July 9, 2013 and July 12, 2013
and incorporated herein by reference.

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 ...................................................... Ps.6,500,000,000 aggregate principal amount of 7.25% senior notes due
2043.

Issue Date ............................................................ May 14, 2013.

Maturity Date ...................................................... May 14, 2043.

Interest Rate ........................................................ The notes bear interest at the rate of 7.25% per year from May 14, 2013.

Interest Payment Dates ....................................... Interest on the notes will be payable semi-annually on May 14 and
November 14 of each year, beginning on November 14, 2013.

Currency of Payment .......................................... All payments of principal of and premium, if any, and interest on the notes
will be made in Pesos.

Calculation of Interest ......................................... Interest will be calculated on the basis of the actual number of days elapsed
during the relevant interest period and a 360-day year.

Ranking ............................................................... The notes are unsecured general obligations and rank equally 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 June 30, 2013:

(i) the Company, on an unconsolidated basis, had Ps.62,444.4 million
(equivalent to U.S.$4,779.3 million) of aggregate liabilities (including
the notes and excluding liabilities to subsidiaries), U.S.$2,047.3 million
of which was U.S. Dollar-denominated. These liabilities include
Ps.48,381.7 million (equivalent to U.S.$3,714.9 million) of
indebtedness (excluding the notes), U.S.$2,000.0 million of which was
U.S. Dollar-denominated, all of which effectively ranked equal to the
notes; and

(ii) the Company's subsidiaries had Ps.36,138.9 million (equivalent to
U.S.$2,774.8 million) of liabilities (excluding liabilities to the
Company and excluding guarantees by subsidiaries of indebtedness of
the Company), U.S.$757.6 million of which was U.S. Dollar-
denominated. These liabilities include Ps.10,289.7 million (equivalent
to U.S.$790.1 million) of indebtedness, U.S.$332.4 million of which
was U.S. Dollar-denominated, all of which effectively ranked senior to
the notes.

Certain Covenants ............................................... The 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".

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 ............................................ All payments by us in respect of the notes, whether of principal or interest,
S-2

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
In the event that, as a result of certain changes in law affecting Mexican
Withholding Taxes ............................................ 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 .......................................... We may redeem any of the notes at any time in whole or in part by paying
the greater of the principal amount of the notes or a "make-whole" amount,
plus in each case accrued and unpaid interest to the redemption date, as
described under "Description of the Notes -- Optional Redemption --
Optional Redemption with Make-Whole Amount".

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

Form and Denomination ..................................... The notes will be issued only in registered form, with a minimum
denomination of Ps.2,000,000 and integral multiples of Ps.10,000 in excess
thereof.

Except in limited circumstances, the notes will be issued in the form of
global notes. See "Description of the Notes -- Form of Notes, Clearing
and Settlement". 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 Clearstream and Euroclear.

Listings ................................................................ We applied to list the notes on the Mexican Stock Exchange and on the
Official List of the Luxembourg Stock Exchange for trading on the Euro
MTF market of the Luxembourg Stock Exchange.

ISIN and Common Code ..................................... The ISIN for the notes is XS0931063779. The Common Code for the notes
is 093106377.

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

Use of Proceeds................................................... The net proceeds from the sale of the notes were approximately Ps.6,428.9
million (U.S.$534.5 million) after payment of underwriting discounts and
estimated offering expenses.(1) We intend to use the net proceeds for
general corporate purposes. See "Use of Proceeds".

Trustee, Registrar, Principal Paying Agent
and Transfer Agent ........................................... The Bank of New York Mellon.

London Paying Agent ......................................... The Bank of New York Mellon, London Branch.

Luxembourg Listing Agent, Paying Agent
and Transfer Agent ........................................... The Bank of New York Mellon (Luxembourg) S.A.
S-3

Risk Factors ........................................................ See the risk factors discussed under "Risk Factors" in this prospectus
supplement and the accompanying prospectus and "Item 3--Key
Information--Risk Factors" in the 2012 Form 20-F, which is incorporated
by reference, for a discussion of factors you should carefully consider
before deciding to invest in the notes.
(1)
The U.S. Dollar equivalent of the net proceeds has been calculated based on an exchange rate of Ps.12.0285 to U.S.$1.00, the Interbank Rate as
reported by Banamex on May 7, 2013.

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
2012 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.

Risk Factors Related to the Notes

Our Obligations Under the Notes Would Be Converted in The Event of Bankruptcy.

Under Mexico's Ley de Concursos Mercantiles, or Law on Mercantile Reorganization, if we were declared bankrupt or
in concurso mercantil (bankruptcy reorganization), our obligations under the notes:

·
would be converted from Pesos into inflation-adjusted units, or Unidades de Inversión;
·
would be satisfied at the time claims of all our creditors are satisfied;
·
would be subject to the outcome of, and priorities recognized in, the relevant proceedings;
·
would cease to accrue interest after such declaration;
·
would not be adjusted to take into account any depreciation of the Peso against the U.S. Dollar or other currency
occurring after such declaration; and
·
would be subject to certain statutory preferences, including tax, social security and labor claims and claims of
secured creditors (up to the value of the collateral provided to such creditors).

Risks Relating to Pesos as Currency of Payments

There Are Risks Inherent in Investments in Securities Denominated and Payable in Pesos for an Investor Whose
Home Currency Is Not Pesos.

You should consult your financial, legal and tax advisers as to the specific risks of investing in securities that are
denominated and payable in a currency other than the currency of the country in which you are resident or in which you
conduct your business. We refer to the currency of your home country as your "home currency". For U.S. investors, the
U.S. Dollar would be the home currency. The notes are not appropriate investments for investors who do not understand
foreign currency exchange risks.

Any Depreciation of the Peso Against Your Home Currency Will Reduce the Effective Yield on the Notes in Home
Currency Terms, and the Amount Payable at Maturity May Be Less Than Your Investment in Home Country Terms,
Resulting in a Loss to You.

Exchange rates between the Peso and other currencies vary significantly from period to period. Historical exchange rates
are not necessarily indicative of future changes in rates and should not be relied upon as indicative of future trends.

Exchange rates can be volatile and unpredictable. If the Peso depreciates against your home currency, the effective yield
on the notes, measured in your home currency, will be less than the interest rate on the notes, and the amount payable on
the notes at maturity may be less than your investment in home country terms, resulting in a loss to you. Depreciation of the
Peso against your home currency could also adversely affect the market value of the notes.

Mexican Governmental Policy and Other Factors Could Adversely Affect the Exchange Rate Between the Peso and
Your Home Currency, Which Could Adversely Affect Your Investment in the Notes.

Mexican governmental policy or action could adversely affect the exchange rate between the Peso and other currencies,
which may, in turn, negatively affect the market value of the notes as well as, in home currency terms, the yield on the
notes and the amount payable on the notes at maturity. Thus, a special risk in purchasing the notes is that their liquidity,
trading value and amount payable could be affected by the actions of sovereign governments that could change or interfere
with previously freely determined currency valuations, fluctuations in response to other market forces and the movement of
currencies across borders. There will be no offsetting adjustment or change made during the term of the notes in the event
that the exchange rate between Pesos and any other currency should become fixed. Nor will there be any offsetting
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