UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Contents

~~FORM~~UNITED ~~10-K~~ STATES

~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE~~ SECURITIES AND EXCHANGE ~~ACT~~COMMISSION ~~OF 1934~~

~~For~~WASHINGTON, ~~the~~D.C. ~~Fiscal~~20549 ~~Year Ended December 31, 2003~~

FORM ~~Commission File Number: 001~~10-~~12223~~ K

~~UNIVISION~~x ~~COMMUNICATIONS INC.~~ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Incorporated~~For inthe ~~Delaware~~ Fiscal Year Ended December 31, 2008

¨ ~~I.R.S.~~TRANSITION ~~Employer~~REPORT ~~Identification~~PURSUANT ~~Number:~~TO ~~95-4398884~~ SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For ~~1999 Avenue of~~ the ~~Stars,~~transition ~~Suite~~period ~~3050~~from to ~~Los Angeles, California 90067 Tel: (310) 556-7676~~

Commission ~~Securities~~File ~~registered~~Number: ~~pursuant~~001-12223 ~~to Section 12 (b) of the Act:~~

Title of Each Class		Name of Each Exchange on which Registered
Class A Common Stock, Par Value $.01		New York Stock Exchange

UNIVISION COMMUNICATIONS INC.

~~Securities~~Incorporated ~~registered~~in ~~pursuant~~Delaware ~~to Section 12 (g) of the Act: None~~

~~Indicate by~~I.R.S. ~~check~~Employer ~~mark~~Identification ~~whether~~Number: ~~the~~95-4398884 registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ý NO o.

~~Indicate~~605 byThird ~~check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein~~Avenue, ~~and~~12th ~~will~~Floor ~~not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o~~

~~Indicate~~New byYork, ~~check~~NY ~~mark~~10158 ~~whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). YES ý NO o.~~

~~The~~Tel: ~~aggregate market value of the Class A Common Stock of the Company held by non-affiliates on June 30, 2003~~ (~~the last business day of the Company's most recently completed second fiscal quarter~~212) ~~was approximately $4,800,000,000. This calculation does not include the value of any of the outstanding shares of Class~~ ~~P, Class T~~455-5200 ~~or Class V Common Stock.~~

~~There were~~Securities ~~254,362,289~~registered ~~shares~~pursuant ofto ~~Class~~Section ~~A Common Stock, including Company treasury stock, 37,462,390 shares of Class P Common Stock, 13,593,034 shares of Class T~~12 ~~Common Stock and 17,837,164 of Class~~(b) ~~V Common Stock outstanding as~~ of ~~February 5,~~the ~~2004.~~Act: None

~~DOCUMENTS~~Securities ~~INCORPORATED~~registered BYpursuant ~~REFERENCE~~to Section 12 (g) of the Act: None

Indicate by ~~TABLE~~check OFmark ~~CONTENTS~~ if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ¨ NO x

PART I
Item 1.	Business	4
Item 2.	Properties	20
Item 3.	Legal Proceedings	21
Item 4.	Submission of Matters to a Vote of Security Holders	21
PART II
Item 5.	Market for Registrant's Common Equity and Related Stockholder Matters	22
Item 6.	Selected Financial Data	23
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 8.	Financial Statements and Supplementary Data	39
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	39
Item 9A.	Controls and Procedures	40
PART III
Item 10.	Directors and Executive Officers of the Registrant	40
Item 11.	Executive Compensation	40
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	40
Item 13.	Certain Relationships and Related Transactions	40
Item 14.	Principal Accountant Fees and Services	40
PART IV
Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	41

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES x NO ¨

2Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

~~FORWARD-LOOKING~~Indicate ~~STATEMENTS~~ by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES NO x

~~Certain~~Indicate ~~statements~~by ~~contained~~check ~~within~~mark ~~this~~if ~~report~~disclosure ~~constitute~~of ~~"forward-looking~~delinquent ~~statements"~~filers ~~within~~pursuant ~~the~~to ~~meaning~~Item 405 of ~~the~~Regulation ~~Private~~S-K ~~Securities~~is ~~Litigation Reform Act of~~not ~~1995.~~contained Inherein, ~~some~~and ~~cases~~will ~~you~~not ~~can~~be ~~identify~~contained, ~~forward-looking~~to ~~statements~~the bybest ~~terms~~of ~~such~~registrant’s ~~as "may~~knowledge," ~~"intend,"~~in ~~"might,"~~definitive ~~"will,"~~proxy ~~"could,"~~or ~~"would,"~~information ~~"expect,"~~statements ~~"believe,"~~incorporated ~~"plan,"~~by ~~"estimate,"~~reference ~~"potential,"~~in ~~"anticipate" or~~Part ~~the~~III ~~negative~~ of ~~these~~this ~~terms,~~Form ~~and~~10-K ~~similar~~or ~~expressions~~any ~~intended~~amendment to ~~identify~~this ~~forward~~Form 10-~~looking statements~~K. x

~~These forward-looking~~Indicate ~~statements~~by ~~reflect~~check ~~our~~mark ~~current~~whether ~~views~~the ~~with~~registrant ~~respect~~is toa ~~future~~large ~~events~~accelerated ~~and~~filer, ~~are~~an ~~based~~accelerated ~~on assumptions and subject to risks and uncertainties. Also~~filer, ~~these forward-looking~~a ~~statements~~non-accelerated ~~present~~filer ~~our~~or ~~estimates~~a ~~and~~smaller ~~assumptions~~reporting ~~only~~company. asSee of the ~~date~~definitions of ~~this~~“large ~~report.~~accelerated ~~Except for our ongoing obligation to disclose material information as required by federal securities laws~~filer,” we“accelerated ~~do not~~filer” ~~intend~~and to“smaller ~~update~~reporting ~~you~~company” ~~concerning~~in ~~any~~Rule ~~future revisions to any forward~~12b-~~looking~~2 ~~statements~~of ~~to reflect events or circumstances occurring after~~ the ~~date~~Exchange ~~of this report~~Act.

~~Factors that~~Large ~~could~~accelerated ~~cause~~filer ~~actual~~¨ ~~results~~Accelerated tofiler ~~differ~~¨ ~~materially from those expressed or implied by the forward~~Non-~~looking~~accelerated ~~statements~~filer ~~include,~~x ~~but~~(Do ~~are~~ not ~~limited~~check ~~to,~~if ~~those~~a ~~described~~smaller inreporting ~~"Risk Factors"~~company) ~~contained~~Smaller inreporting ~~this~~company ~~report.~~ ¨

3Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO x

There is ~~PART~~no I public market for the registrant’s common stock.

There ~~ITEM~~were 1,000 shares, $0.01 ~~Business~~ par value, common stock issued and outstanding as of March 30, 2009.

~~Univision~~DOCUMENTS ~~Communications Inc.,~~INCORPORATED ~~together~~BY ~~with~~REFERENCE ~~its wholly-owned subsidiaries, is the leading Spanish-language media company in the United States. In 2003, the Company operated in four business segments:~~

~~At December 31,~~None 2003, the Company had an approximate 30% non-voting ownership interest (approximately 27% on a fully converted basis) in Entravision Communications Corporation ("Entravision"), a diversified Spanish-language media company that owns and operates the majority of the Company's non-owned full-power broadcast affiliates. Since September 22, 2003, Entravision has been accounted for under the cost method of accounting. Prior to this, Entravision was accounted for under the equity method of accounting. Entravision operates television stations in 20 of the nation's top 50 Hispanic markets. In addition, Entravision owns 43 of the Company's affiliated stations. See "—Recent Developments."

The CompanyTable was incorporated in Delaware in April 1992 as Perenchio Communications, Inc. and changed its name to Univision Communications Inc. in June 1996. Its principal executive offices are located at 1999 Avenue of the Stars, Suite 3050, Los Angeles, California 90067, telephone number (310) 556-7676. The Company's stock is traded on the New York Stock Exchange (UVN) and is part of the Standard & Poor's S&P 500 Index. The terms "Company," "we," "us" and "our" refer collectively to the parent company and the subsidiaries through which our various businesses are conducted, unless the context otherwise requires. Contents

~~The Company's~~TABLE ~~annual~~OF ~~reports~~CONTENTS ~~on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities~~


PART I
Item 1.	Business	1
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	22
Item 2.	Properties	22
Item 3.	Legal Proceedings	23
Item 4.	Submission of Matters to a Vote of Security Holders	24

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	Selected Financial Data	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 8.	Financial Statements and Supplementary Data	47
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	47
Item 9A.	Controls and Procedures	47
Item 9B.	Other Information	48

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	49
Item 11.	Executive Compensation	54
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	68
Item 13.	Certain Relationships and Related Transactions, and Director Independence	71
Item 14.	Principal Accounting Fees and Services	72

PART IV
Item 15.	Exhibits, Financial Statement Schedules	74

~~Exchange Act~~i of 1934, as amended, are available free of charge on the Company's website at www.univision.net. The Company's Corporate Governance Guidelines, Code of Conduct, Ethical Standards and Business Practices, Code of Ethics for Senior Financial Officers, Charter of Audit Committee and Charter of Compensation Committee are also available on the Company's website, as well as in print to any stockholder who requests them.

RecentTable Developments of Contents

~~Hispanic~~FORWARD-LOOKING ~~Broadcasting~~STATEMENTS ~~Corporation~~

OnCertain ~~September 22,~~statements ~~2003,~~contained ~~the~~within ~~Company~~this ~~completed~~report ~~its~~constitute ~~acquisition~~“forward-looking ofstatements” ~~Hispanic~~within ~~Broadcasting~~the ~~Corporation~~meaning ~~("HBC"),~~of ~~now~~the ~~called~~Private ~~Univision~~Securities ~~Radio,~~Litigation Reform inAct ~~which each share~~ of ~~HBC~~1995. ~~common~~In ~~stock~~some ~~was~~cases ~~exchanged~~you ~~for~~can ~~0.85~~identify offorward-looking astatements ~~share~~by ofterms ~~the~~such ~~Company's~~as ~~Class A~~“anticipate,” ~~common~~“plan,” ~~stock.~~“may,” As“intend,” a“will,” ~~result of the acquisition~~“expect,” we“believe” ~~issued~~or ~~approximately~~the ~~92.7 million~~negative of ~~Class A~~these ~~common shares~~terms, and wesimilar ~~reserved~~expressions ~~approximately~~intended ~~5 million shares for issuance pursuant~~ to ~~HBC~~identify ~~stock~~forward-looking ~~options that we assumed in the acquisition~~statements.

~~As part~~These offorward-looking ~~the~~statements ~~consent~~reflect ~~decree pursuant to which the United States Department of Justice approved the acquisition, we exchanged all of~~ our ~~shares of capital stock of Entravision for~~ ~~shares~~current ofviews a new class of non-voting preferred stock of Entravision that do not have any consent or other voting rights other than the right to approve (a) a merger, consolidation, business combination, reorganization, dissolution, liquidation, or termination of Entravision; (b) the direct or indirect disposition by Entravision of any interest in any Federal Communications Commission ("FCC") licenses with respect to ~~any~~future ~~Company-affiliated~~events ~~television station; (c) any amendment of Entravision's charter documents adversely affecting such preferred stock;~~ and ~~(d) any issuance of additional shares of such preferred stock. Any shares of such preferred stock that~~ are ~~transferred~~based byon ~~the~~assumptions ~~Company~~and ~~(other~~subject ~~than~~ to ~~its~~risks ~~affiliates)~~and ~~will automatically~~uncertainties. ~~convert into Class A common stock of Entravision; in addition~~Also, ~~such~~these ~~shares can be converted by the Company immediately prior to any transfer to a non~~forward-~~affiliate.~~looking ~~The Company~~statements ~~has~~present ~~agreed~~our toestimates ~~work~~and ~~with~~assumptions ~~Entravision~~only toas ~~convert~~of the ~~preferred~~date ~~stock into a new but substantially similar class~~ of ~~non-voting~~this ~~common~~report. ~~stock~~We ifundertake ~~such new class of common stock is~~no ~~authorized.~~obligation ~~In addition, the Company is required~~ to ~~sell~~modify ~~enough~~or ofrevise ~~its~~any ~~Entravision stock so that the Company's ownership of Entravision on a fully~~forward-~~converted~~looking ~~basis,~~statements ~~which~~to ~~includes~~reflect ~~full~~events ~~conversion~~or ~~of employee~~circumstances ~~options~~occurring ~~and~~after ~~all convertible securities, does not exceed 15% by March 26, 2006 and 10% by March 26, 2009. The exchange has no impact on~~ the ~~Company's~~date ~~existing~~that ~~television station affiliation agreements with Entravision. At September 22, 2003,~~ the ~~Company~~forward ~~began~~looking ~~accounting~~statement ~~for~~was ~~its investment in Entravision under the cost method of accounting~~made.

~~Other~~Factors ~~Developments~~ that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include: any impact of the economic crisis on our business and financial condition, including reduced advertising revenue; failure to service our debt; cancellation, reductions or postponements of advertising; write downs of the carrying value of assets due to impairment; failure of our new or existing businesses to produce projected revenues or cash flows; our reliance on Televisa for a significant amount of our network programming; failure to obtain the benefits expected from cross-promotion of media; regional downturns in economic conditions in those areas where our stations are located; possible strikes or other union job actions; changes in the rules and regulations of the FCC; a decrease in the supply or quality of programming; an increase in the cost of programming; an increase in the preference among Hispanics for English-language programming; the need for any unanticipated expenses; competitive pressures from other broadcasters and other entertainment and news media; potential impact of new technologies; our pending trial with Televisa with respect to Internet issues; unanticipated interruption in our broadcasting for any reason, including acts of terrorism; our ability to access our remaining holdings in the Reserve Primary Fund and a failure to achieve profitability, growth or anticipated cash flows from acquisitions.

InFactors ~~2003,~~that ~~the~~could ~~Company~~cause ~~acquired~~actual ~~the~~results ~~stock~~to ordiffer ~~assets~~materially offrom ~~four~~those ~~full-power~~expressed ~~television~~or ~~stations~~implied ~~in Fresno, California; Raleigh, North Carolina; Albuquerque,~~by ~~New~~the ~~Mexico~~forward-looking ~~and~~statements ~~Tuscon~~include, ~~Arizona~~but ~~for~~are annot ~~aggregate~~limited ~~amount of approximately $87~~to,~~500,000~~ ~~and~~those ~~the~~described ~~assets~~in of“Risk ~~radio~~Factors” ~~stations~~contained in ~~Chicago,~~this ~~Illinois and Austin, Texas for an aggregate amount of approximately $48,000,000~~report. ~~The Company paid for the acquisitions primarily from its revolving credit facility and cash on hand.~~

~~In April 2003,~~ii the Company entered into a limited liability company agreement with Televisa Pay-TV Venture, Inc. to form a 50/50 joint venture called Spanish Subscription Television LLC, now called TuTV LLC. The joint venture was formed to distribute Televisa's pay television channels, other than general entertainment channels or novelas, in the United States. The service consists of five channels. In May 2003, TuTV entered into a five-year distribution agreement with EchoStar Communications Corporation for three of the channels. The joint venture is jointly controlled by Televisa and the Company with each agreeing to fund $20,000,000 over the first three years of the venture. As of December 31, 2003, the Company and Televisa had each funded $2,500,000.

5Table of Contents

~~In August 2003,~~PART ~~the~~I Company signed a letter of intent to exercise its option to acquire the leased building for its Los Angeles station for approximately $52,500,000. The current lease is capitalized as a fixed asset. The Company expects the closing to take place in the first half of 2004. The funds for the purchase are expected to come from the Company's funds from operations and its revolving credit facility.

~~On October 15,~~ITEM 2003, the Company issued three-, four- and five-year 2.875%, 3.5% and 3.875% senior notes due 2006, 2007 and 2008 with an aggregate face value of $700,000,000. The Company used most of the proceeds to repay the $100,000,000 that was outstanding under its revolving credit facility and $520,000,000 of its bank term facility. The remainder of the proceeds, along with cash on hand, were used to repay an additional $100,000,000 of bank term facility in December 2003. As a result of this transaction, the Company reduced its interest rate by 1.~~25%.~~ As part of the transaction, the Company entered into a fixed-to-floating interest rate swap that results in a fair value hedge that is perfectly effective, and the accounting for the hedge is not expected to have a material impact on future earnings. Business

~~On December 23,~~Univision ~~2003~~Communications Inc., ~~the~~together with ~~Company~~its ~~entered~~subsidiaries ~~into~~(“the aCompany”), ~~40-year~~is ~~lease~~the ~~for~~leading ~~a three~~Spanish-~~story~~language ~~building~~media ~~with~~company ~~approximately~~in ~~92,500~~the ~~square~~United ~~feet~~States ~~for~~and ~~the~~has ~~relocation~~continuing ofoperations ~~its~~in ~~owned~~three ~~and/or operated~~business segments: television, ~~and~~ radio ~~stations~~ and ~~studio~~Interactive ~~facilities in Puerto Rico~~Media. The ~~building~~Company ~~will~~has bedivested ~~constructed~~its ~~and~~music division, ~~owned~~which byincludes ~~the~~Univision ~~landlord~~Records, ~~with~~Fonovisa ~~occupancy~~Records, of the ~~premises~~La ~~expected~~Calle ~~during~~labels ~~the~~and ~~latter~~Disa ~~part of~~Records, ~~2005~~S.A. ~~The~~de ~~sum~~C.V. ofThe ~~the~~Company ~~lease~~has ~~payments~~treated ~~will~~this bedivestiture ~~approximately~~as ~~$67,000,000~~a ~~over~~discontinued ~~40 years~~operation ~~beginning~~for onall ~~the~~periods ~~expected~~presented. ~~lease~~A ~~commencement~~description ~~date~~ of ~~August 31, 2005. The lease has been capitalized by~~ the Company’s segments atis ~~its~~provided ~~estimated fair value of $30,385,000~~below.

~~In January 2004,~~• ~~the~~Television: The Company’s ~~acquired~~principal ~~the~~business ~~assets~~segment is television, which consists primarily of athe ~~full-power~~Univision ~~television~~and ~~station~~TeleFutura innational ~~Sacramento~~broadcast networks, ~~California~~the owned and/or aoperated ~~radio~~television ~~station~~stations inand ~~Long~~the ~~Island,~~Galavisión ~~New~~cable ~~York~~television ~~for approximately~~network. ~~$65,000,000~~For ~~and~~the ~~$60~~year ended December 31,~~000~~ 2008,~~000,~~ ~~respectively.~~the ~~The~~television ~~funds~~segment accounted for ~~these~~approximately ~~purchases~~77% ~~came~~of ~~primarily from~~ the Company'’s ~~revolving~~net ~~credit facility~~revenues. See “Television Broadcasting.”

~~On January 12,~~• ~~2004,~~Radio: ~~the~~Univision ~~Company~~Radio ~~offered~~is ~~15,815,999~~the ~~shares~~largest ofSpanish-language ~~its~~radio ~~Class A~~broadcasting ~~common~~company ~~stock~~in to the ~~public~~United ~~and~~States. ~~used~~For the ~~net~~year ~~proceeds~~ended toDecember ~~repurchase~~31, an2008, ~~equal~~the ~~amount~~radio ofsegment ~~shares~~accounted ~~held by~~for ~~Clear~~approximately ~~Channel~~21% ~~Communications Inc.~~of ~~The shares repurchased by~~ the Company’s ~~were~~net ~~cancelled~~revenues. ~~immediately~~See ~~and~~“Univision ~~there was no dilution to earnings per share~~Radio. ”

~~In January 2004,~~• ~~the~~Interactive ~~Company~~Media: ~~amended~~Univision ~~its~~Interactive ~~employment~~Media ~~arrangement~~operates ~~with~~the ~~José~~Company’s ~~Behar~~Internet portal, ~~and~~Univision.com, ~~assigned~~which ~~the~~provides ~~employment~~Spanish-language ~~agreement~~content todirected ~~Univision~~at ~~Music~~Hispanics ~~LLC~~in the U.S., Mexico and asLatin aAmerica. ~~result amended~~For the ~~operating~~year ~~agreement~~ended ofDecember ~~Univision~~31, ~~Music~~2008, ~~LLC.~~the ~~Univision~~Interactive ~~Music~~Media ~~LLC~~segment ~~will~~accounted ~~now~~for ~~hold~~approximately ~~all~~2% of the Company'’s ~~wholly-owned~~net ~~record labels~~revenues. See ~~"Notes~~“Interactive ~~to Consolidated Financial Statements—3~~Media. ~~Related Party Transactions—Univision Music Group."~~ ”

~~Television~~For ~~Broadcasting~~ a description of the financial information about each segment, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to Consolidated Financial Statements—17. Business Segments.” The Company was incorporated in Delaware in April 1992 as Perenchio Communications, Inc. and changed its name to Univision Communications Inc. in June 1996. Its principal executive offices are located at 605 Third Avenue, 12th Floor, New York, New York 10158, telephone number (212) 455-5200. The terms “Company,” “we,” “us” and “our” refer collectively to Univision Communications Inc. and the subsidiaries through which our various businesses are conducted, unless the context otherwise requires.

The Company'’s ~~principal~~annual ~~business~~reports ~~segment~~on isForm ~~television~~10-K, ~~broadcasting~~quarterly reports on Form 10-Q, ~~which~~current ~~consists~~reports ~~primarily~~on Form 8-K, and amendments to reports filed pursuant to Sections 13 and 15(d) of the ~~Univision,~~Securities ~~TeleFutura~~Exchange ~~and~~Act ~~Galavisión television~~of ~~networks~~1934, as amended, are available free of charge on the ~~Univision~~Company’s ~~Television~~website ~~Group~~at www.univision.net. The materials the Company files with the Securities and Exchange Commission (~~"UTG"~~“SEC”) ~~owned-and-operated~~may ~~broadcast~~be ~~television~~read ~~stations~~and ~~(collectively,~~copied at the ~~"UTG~~SEC’s ~~O&Os")~~Public Reference Room at 100 F Street, NE, Washington, DC 20549 and information on the ~~TeleFutura~~operation ~~Television~~of ~~Group ("TTG")~~the ~~owned~~Public Reference Room can be obtained by calling the SEC at 1-~~and~~800-~~operated~~SEC-0330. ~~broadcast~~The ~~television~~SEC ~~stations~~maintains an Internet site (~~collectively~~http://www.sec.gov) that contains reports, proxy ~~the~~and ~~"TTG~~information ~~O&Os")~~statements, and other information regarding issuers that file electronically.

The ~~Company~~ ~~programs~~Merger ~~its three networks so that Univision Network, TeleFutura Network and Galavisión generally will not run the same type of program simultaneously.~~

~~The Company~~On ~~has~~March 29, an2007, ~~option~~Broadcasting ~~that~~Media ~~expires~~Partners, onInc. ~~December 31~~(“Broadcasting Media”), ~~2004~~completed toits ~~acquire~~acquisition of the ~~two~~Company ~~television~~pursuant ~~stations~~to itthe ~~operates~~terms of inthe ~~Puerto~~agreement ~~Rico~~and ~~for~~plan ~~$190,000,000.~~of Ifmerger ~~the~~dated ~~Company~~as ~~acquires~~of June 26, 2006 (the ~~Puerto Rico~~“Merger ~~stations~~Agreement”), itby ~~will~~and beamong ~~required~~the toCompany, ~~offer~~Broadcasting ~~Televisa~~Media ~~the~~and ~~right~~Umbrella toAcquisition, ~~acquire~~Inc. (“Umbrella Acquisition”), a ~~15%~~subsidiary ~~interest~~of inBroadcasting Media. ~~those~~Umbrella ~~stations~~Acquisition and Broadcasting Media were formed by an ~~affiliate~~investor group that includes affiliates of ~~Venevision~~Madison ~~the~~Dearborn ~~right~~Partners, toLLC, ~~acquire~~Providence aEquity ~~10%~~Partners ~~interest~~Inc., inSaban ~~those~~Capital ~~stations~~Group Inc., ~~Such~~TPG Capital and Thomas H. Lee Partners, L.P. ~~options~~(collectively ~~will~~the be“Sponsors”). ~~exercisable~~To atconsummate athe ~~price~~acquisition, ~~equal~~Umbrella toAcquisition was merged (the ~~pro~~“Merger”) ~~rata~~with ~~portion~~and ofinto the Company's ~~purchase~~and ~~price~~the ~~for~~Company was the ~~stations~~surviving ~~(including~~corporation. ~~costs)~~Pursuant to the Merger Agreement, each share of the Company’s

during aTable period of 90 days from the closing of the Company's acquisition of the stations. In addition, the Company has a $20,000,000 letter of credit outstanding that can be drawn upon under certain circumstance if the Company does not exercise its option to acquire the two Puerto Rico stations. Contents

~~Univision~~ common ~~Network~~stock issued and ~~Univision~~outstanding ~~Television~~immediately ~~Group~~prior to the effective time of the Merger was canceled and ~~Affiliates~~ automatically converted into the right to receive $36.25 in cash, without interest.

~~Univision~~As ~~Network. Univision~~a ~~Network~~result isof the ~~leading~~Merger, ~~Spanish-language~~a ~~television~~new ~~network~~basis inof ~~the~~accounting ~~U.S.,~~was ~~reaching~~established ~~more~~at ~~than~~March 29, ~~98%~~2007. In effect, ofBroadcasting ~~all~~Media’s ~~U.S.~~basis ~~"Hispanic~~in ~~Households"~~the ~~(those~~Company’s ~~with~~assets aand ~~head~~liabilities ofwas ~~household~~pushed ~~who~~down isto ofthe ~~Hispanic~~Company’s ~~descent~~books orand ~~origin,~~records ~~regardless~~as of ~~the~~March 31, ~~language~~2007. ~~spoken~~Considering in the ~~household).~~insignificant ~~From~~impact ~~its~~to ~~operations~~the ~~center~~statement inof ~~Miami~~operations, ~~Univision~~ ~~Network~~the ~~provides~~acquisition ~~its~~was accounted ~~broadcast~~for ~~and~~using ~~cable~~the ~~affiliates~~purchase ~~with~~method ~~24 hours per day~~ of ~~Spanish-language~~accounting ~~programming~~as ~~with~~though athe ~~prime~~Merger ~~time~~closed ~~schedule~~on ~~of substantially all first-run programming (i.e.~~March 31, no2007 ~~re-runs)~~to ~~throughout~~align the ~~year.~~Merger ~~The~~transaction ~~operations~~date ~~center~~to ~~also~~the ~~provides~~accounting ~~production~~close ~~facilities for Univision Network's news and entertainment programming~~date.

~~Univision~~Televisa ~~Television~~Program ~~Group~~License ~~and~~Agreement ~~Affiliates. At~~Litigation December 31, 2003, UTG owned and operated 18 full-power (17 of which are affiliated with Univision Network) and seven low-power stations, representing approximately 72% of its network broadcast distribution. Seventeen of the UTG O&Os broadcast Univision Network's programming, and most produce local news and other programming of local importance, cover special events and may acquire programs from other suppliers. Eleven of the 18 full-power UTG O&Os are located in the top 15 designated market areas in terms of number of Hispanic Households.

~~In addition~~Grupo Televisa S.A. and its affiliates (“Televisa”) and the Company have been parties to a program license agreement (the ~~UTG~~agreement ~~O&Os,~~in aseffect ofuntil ~~December~~January 3122, ~~2003,~~2009 ~~Univision~~is ~~Network~~referred ~~had~~to 17as ~~full-power~~the ~~and~~“Original 36PLA”), ~~low-power~~which provided the Company’s three television ~~station~~networks ~~affiliates~~with ~~("Univision Affiliated~~a ~~Stations")~~majority of prime time programming and ~~approximately~~a ~~1,187~~substantial ~~cable~~portion ~~affiliates~~of their overall programming. AsUnder ofthe Original PLA, the ~~same~~Company ~~date~~paid a license fee to Televisa for programming, ~~each~~subject ofto certain ~~the~~upward ~~UTG~~adjustments. ~~O&Os~~On ~~and~~June 16, ~~Univision~~2005, ~~full-power~~Televisa ~~affiliated~~filed ~~stations~~an ~~ranked~~amended ~~first~~complaint in ~~Spanish-language television~~the ~~viewership~~United inStates ~~its~~District ~~designated~~Court ~~market~~for ~~area.~~the ~~The~~Central District of California alleging breach by the Company ~~also~~of ~~operates~~the ~~two~~Original ~~stations~~PLA. inSee ~~Puerto~~Item ~~Rico~~3. “Legal Proceedings.”

~~Univision Network~~On ~~produces~~January 22, 2009, the parties settled and ~~acquires~~released ~~programs,~~and ~~makes~~discharged ~~those~~all ~~programs~~claims ~~available~~and tocounterclaims ~~its~~(whether ~~affiliates,~~known or ~~including~~unknown) under the ~~UTG~~Original ~~O&Os~~PLA whether or not included in the litigation (including those that had previously been dismissed without prejudice), ~~and~~other ~~sells~~than ~~network~~with ~~advertising.~~respect ~~The~~to ~~full-power~~Televisa’s ~~UTG~~claim that the Original PLA entitled it to transmit or ~~O&Os~~permit others to transmit any television programming into the United States from Mexico over or by means of the Internet and ~~full-power~~certain ~~Univision~~pending ~~Affiliated~~disputes ~~Stations~~about ~~together~~rights ~~reach~~under ~~approximately~~the ~~80%~~Original PLA to movies that Televisa obtained rights from others or co-produced. As part of ~~Hispanic~~the ~~Households~~settlement the Company paid Televisa $3.5 ~~The~~million, ~~low-power~~withdrew ~~UTG~~its ~~O&Os~~protest on monies previously paid to Televisa under protest and ~~low-power~~entered ~~Univision~~into ~~Affiliated Stations~~an amended program license agreement (~~including~~the ~~translators~~“Amended PLA”) ~~together~~that, ~~reach~~among other ~~approximately~~things, 7%revised ofthe ~~Hispanic~~terms ~~Households.~~for ~~The~~the ~~cable~~license ~~affiliates~~fee payable by Univision and ~~direct~~revised ~~broadcast~~the ~~systems~~terms ~~reach~~for ~~approximately~~making ~~11%~~unsold advertising on Univision’s networks available to Televisa by committing Univision to provide a minimum amount of ~~Hispanic~~advertising ~~Households~~at no cost to Televisa.

~~Affiliation~~Discontinued ~~Agreements. Each~~Operation of Univision Network's affiliates has the right to preempt (i.e., to decline to broadcast at all or at the time scheduled by Univision Network), without prior Univision Network permission, any and all Univision Network programming that it deems unsatisfactory, unsuitable or contrary to the public interest or to substitute programming it believes is of greater local or national importance. If an affiliate wants to reschedule preempted programming, such rescheduling is subject to Univision Network's consent.

~~Each affiliation~~Prior ~~agreement~~to ~~(including~~ the ~~master~~completion ~~affiliation agreement Univision Network has with Entravision for certain~~ of ~~their~~the ~~stations)~~Merger, ~~grants~~the ~~Univision~~Sponsors ~~Network's~~decided ~~affiliate the right~~ to ~~broadcast~~dispose ~~over~~of the ~~air~~Company’s ~~the~~music ~~Univision~~recording ~~Network's~~and ~~entire~~publishing ~~program schedule~~business. ~~The~~As ~~affiliation~~a ~~agreements~~result, ~~generally~~the ~~provide~~music ~~that~~division’s aresults ~~percentage~~ of ~~all~~operations, ~~advertising~~assets ~~time~~and liabilities beare ~~retained~~reported byas ~~Univision~~discontinued ~~Network~~ operations for ~~Univision~~all ~~Network~~periods ~~advertising~~presented ~~and~~in the ~~remaining~~accompanying ~~amount~~consolidated isfinancial ~~allocated~~statements. toSee ~~Univision~~“Notes ~~Network's~~to ~~affiliate~~Consolidated ~~for~~Financial ~~local and national spot advertising~~Statements—3. ~~However,~~Discontinued ~~this allocation may be modified at Univision Network's discretion~~Operations.”

~~The Univision~~Retransmission ~~Affiliated~~by ~~Stations~~Cable ~~retain~~Television ~~100%~~Operators of all local and 85% of net national advertising revenues, Univision Network retains 100% of network advertising revenues and the Company retains 15% of Univision Affiliated Stations' net national advertising revenues.

7Every three years, each television station must elect, with respect to its retransmission by cable television operators within its designated market area, either “must carry” status, pursuant to which the cable system’s carriage of the station is mandatory, or “retransmission consent,” pursuant to which the station gives up its right to mandatory carriage in order to negotiate consideration in return for consenting to carriage. The Company has elected the retransmission consent option in substantially all cases for the period beginning January 1, 2009, and has implemented a systematic process of seeking monetary consideration for its retransmission consent.

~~Univision Network~~Television ~~from~~Broadcasting time to time may enter into affiliation agreements with additional stations in new designated market areas based upon its perception of the market for Spanish-language television and the Hispanic market in the station's designated market area.

~~Cable~~The ~~Affiliates. Univision~~Company’s ~~Network~~principal business ~~has~~segment ~~historically~~is ~~used~~television ~~cable~~broadcasting, ~~affiliates~~which toconsists ~~reach~~primarily ~~communities~~of ~~that~~the ~~could~~Univision, ~~not~~TeleFutura ~~support~~and ~~a broadcast~~Galavisión ~~affiliate~~television ~~because~~networks, of the ~~relatively~~Univision ~~small~~Television ~~number~~Group of(“UTG”) ~~Hispanic~~owned-and-operated ~~Households.~~broadcast ~~Cable~~television ~~affiliation~~stations (collectively, ~~agreements~~the ~~may~~“UTG ~~cover~~O&Os”) anand ~~individual~~the ~~system~~TeleFutura ~~operator~~Television orGroup a(“TTG”) ~~multiple~~owned-and-operated ~~system~~broadcast ~~operator.~~television ~~Cable~~stations ~~affiliation agreements~~(collectively, ~~are~~the ~~all~~“TTG ~~non-exclusive~~O&Os”). In addition, ~~thereby~~at ~~giving~~December 31, 2008, Univision ~~Network~~owns one ~~the~~station ~~right~~in toWashington, ~~license~~D.C., ~~all~~which ~~forms~~it ofdoes ~~distribution~~not operate, and Telefutura owns five stations in ~~cable~~Boston, ~~markets.~~Massachusetts; ~~Cable~~Albuquerque, ~~affiliates~~New ~~generally~~Mexico; ~~receive~~Orlando, ~~Univision~~Florida; ~~Network's programming~~Denver, ~~for~~Colorado; aand ~~fee~~Tampa, ~~based~~Florida onwhich ~~the~~it ~~number~~does ofnot ~~subscribers~~operate.

The Company programs its three networks so that Univision Network, TeleFutura Network and ~~TeleFutura~~Galavisión ~~Television~~generally ~~Group~~ do not run the same type of program simultaneously.

~~TeleFutura~~2 Network. In January 2002, the Company launched a 24-hour general-interest Spanish-language broadcast network, TeleFutura, to meet the diverse preferences of the multi-faceted U.S. Hispanic community. TeleFutura Network's signal covers approximately 79% of all Hispanic Households through TTG O&Os and three full-power and 27 low-power station affiliates ("TeleFutura Affiliated Stations"). TeleFutura Network is designed to counter-program traditional Spanish-language lineups and draw additional viewers to Spanish-language television by offering primetime Hollywood movies dubbed in Spanish and original Spanish-language movies, primetime game shows and sports.

TeleFuturaTable Television Group. The TTG O&Os consist of 18 full-power and 13 low-power Spanish-language television stations. Eleven of the 18 full-power TTG O&Os are located in the top 15 designated market areas in terms of number of Hispanic Households. In addition, TeleFutura Network has entered into affiliation agreements with broadcast television stations, and cable and satellite television distributors to provide TeleFutura Network and station programming on terms similar to those of the affiliation agreements between Univision Network and its affiliates. See "Univision Network and Univision Television Group and Affiliates—Affiliation Agreements." Contents

~~Galavisión~~ Univision Network and Univision Television Group and Affiliates

~~The~~Univision ~~Company~~Network. Univision ~~also~~Network ~~owns~~is ~~Galavisión~~the ~~Network,~~leading Spanish-language television network in the ~~leading~~U.S., covering approximately 96% of all U.S. “Hispanic ~~Spanish-language~~Households” ~~general~~(defined ~~entertainment~~as ~~basic~~those ~~cable~~with ~~television~~a ~~network,~~head ~~which~~of household who is ~~available~~ inof ~~108~~Hispanic ~~Nielsen~~descent ~~Designated~~or ~~Market~~origin, ~~Areas~~regardless ~~("DMAs")~~of ~~and~~the ~~reaches~~language ~~5.7 million~~spoken ~~Hispanic~~in ~~cable~~the ~~households~~household). ~~According~~From toits ~~Nielsen~~operations ~~Media~~center ~~Research~~in ~~("Nielsen")~~Miami, ~~there~~Univision ~~are~~Network ~~approximately~~provides its broadcast and ~~10.57 million~~cable ~~Hispanic~~affiliates ~~households~~with in24 ~~the~~hours ~~United~~per ~~States.~~day ~~The~~of ~~network~~Spanish-language ~~has~~programming ~~achieved~~with ~~record~~a ~~viewership~~prime ~~levels~~time ~~since~~schedule ~~its~~of ~~new~~substantially ~~programming~~all ~~launch~~first-run inprogramming ~~May 2002~~(i.e., Inno ~~addition, Galavisión's~~re-runs) ~~schedule~~throughout ~~averages~~the ~~over~~year. ~~50 hours~~The ofoperations ~~live~~center ~~news,~~also ~~sports,~~provides ~~variety~~production facilities for Univision Network’s news and entertainment programming ~~each week~~.

Univision ~~Radio~~ Television Group and Affiliates. At December 31, 2008, UTG O&Os had 20 full-power and nine low-power stations. Nineteen of the full-power UTG O&Os broadcast Univision Network’s programming, and most produce local news and other programming of local importance, cover special events and may acquire programs from other suppliers. One full-power UTG O&O in Bakersfield, California is a MyNetworkTV affiliate. Eleven of the 20 full-power UTG O&Os are located in the top 15 Nielson Designated Market Areas (“DMA”) in terms of number of Hispanic households. The Company also owns and operates three television stations in Puerto Rico.

~~Univision~~In ~~Radio,~~addition ~~headquartered~~to inthe UTG ~~Dallas~~O&Os, ~~Texas,~~as ~~owns and/or operates 68 radio stations in 17~~ of ~~the~~December 31, ~~top~~2008, 25Univision ~~U.S.~~Network ~~Hispanic~~had ~~markets~~20 full-power and ~~operates~~47 ~~four~~low-power ~~stations~~television ~~in Puerto~~station ~~Rico.~~affiliates (“Univision ~~Radio's~~Affiliated ~~stations~~Stations”) ~~cover~~and approximately ~~73%~~1,357 ofcable ~~the U~~affiliates.S. ~~Hispanic radio listeners and have nearly 10 million listeners weekly.~~

Univision ~~Radio's~~ ~~strategy~~Network isproduces ~~to acquire under-performing radio stations with good signal coverage of the target population~~ and ~~convert~~acquires ~~the existing station format to a Hispanic-targeted format. In addition~~programs, ~~Univision~~makes ~~Radio~~those ~~has acquired radio stations whose radio signals might eventually be upgraded or improved. Univision Radio~~ programs ~~more~~available ~~than~~to ~~50 radio station formats on~~ its ~~stations.~~ ~~Most~~affiliates ~~music formats are primarily variations of regional Mexican, tropical, tejano~~ and ~~contemporary~~UTG ~~music styles. The regional Mexican format consists of various types of music played in different regions of Mexico; the tropical format consists primarily of salsa~~O&Os, ~~merengue~~ and ~~cumbia~~sells ~~music;~~network ~~and the tejano format consists of music originated in or indigenous to Texas but based on Mexican themes~~advertising. ~~Hispanics who~~

8Affiliation Agreements. Each of Univision Network’s affiliates has the right to preempt (i.e., to decline to broadcast at all or at the time scheduled by Univision Network), without prior Univision Network permission, any and all Univision Network programming that it deems unsatisfactory, unsuitable or contrary to the public interest or to substitute programming it believes is of greater local or national importance. Univision Network may direct an affiliate to reschedule substituted programming.

~~may use~~Each ~~English~~affiliation ~~along~~agreement (including the master affiliation agreement Univision Network has with ~~Spanish,~~Entravision orfor ~~perhaps~~certain ~~favor~~Entravision ~~English~~stations) grants the Univision Network’s affiliate the right to broadcast over the ~~Spanish,~~air ~~are~~the ~~also~~entire ~~reached~~program schedule. The affiliation agreements generally provide that a percentage of all advertising time be retained by Univision ~~Radio's~~Network ~~stations~~for ~~programmed~~advertising inand the ~~classic~~remaining ~~rock,~~amount ~~smooth~~is ~~jazz,~~allocated ~~hip~~to ~~hop~~the ~~and~~affiliate ~~rhythmic/contemporary~~for local and ~~hit~~national ~~formats~~spot advertising. This allocation may be modified at Univision Network’s discretion.

~~Music~~The ~~Recording~~Univision Network retains 100% of network advertising revenues. The Univision Affiliated Stations retain 100% of all local and ~~Publishing~~ national revenues. The Company acts as the exclusive national sales representative for the sale of all national advertising on Univision Affiliated Stations. For this service, the Company receives commission income equal to 15% of the Univision Affiliated Stations net national revenues.

Univision ~~Music~~Network ~~Group,~~from ~~launched~~time into ~~2001,~~time ~~consists~~may ofenter ~~the~~into ~~businesses~~affiliation ~~under~~agreements ~~its~~with ~~wholly-owned~~additional ~~subsidiary,~~stations ~~Univision~~in ~~Music, Inc.~~new ~~The~~designated ~~primary~~market ~~business~~areas ~~under Univision~~based ~~Music, Inc.~~upon isits ~~Univision~~perception ~~Music LLC, which owns and operates the Univision Records label and the Fonovisa Records label. Univision Music, Inc. also owns 50%~~ of ~~Monterrey, Mexico-based Disa Records, S.A. de C.V ("Disa"). Univision Music LLC is owned 98% by Univision Music, Inc., 1% by~~ the ~~Company~~market ~~and~~for ~~1% by Diara, Inc., which is wholly~~Spanish-~~owned~~language ~~by José Behar, President and Chief Executive Officer of Univision Music Group~~television. ~~Univision Music Group is headquartered in Los Angeles, California.~~

~~Fonovisa, which~~Cable ~~was~~Affiliates. Univision ~~acquired~~Network ~~from~~has ~~Televisa~~historically inused ~~2002,~~cable ~~has~~affiliates ~~approximately~~to ~~120~~reach ~~recording~~communities ~~artists~~that oncould ~~its~~not ~~roster~~support ~~and~~a ~~owns~~broadcast aaffiliate because ~~substantial~~of ~~record~~the ~~and~~relatively ~~music~~small ~~publishing~~number ~~catalog~~of Hispanic Households. ~~Univision~~Cable ~~Music Group~~affiliation isagreements ~~the~~may ~~leader~~cover inan ~~record~~individual ~~sales~~system ofoperator ~~Latin~~or ~~music~~a inmultiple ~~the~~system Uoperator.S. ~~and~~Cable ~~Puerto~~affiliation ~~Rico~~agreements are all non-exclusive, asthereby giving Univision ~~Music~~Network the ~~Group's~~right ~~labels~~to ~~accounted~~license ~~for~~all ~~approximately~~forms ~~40%~~ of ~~the~~distribution ~~Latin~~in ~~music~~cable ~~and~~markets. ~~57%~~Cable ofaffiliates ~~the~~generally ~~regional~~receive ~~Mexican music~~Univision ~~sold~~Network’s inprogramming for a fee based on the ~~U.S.~~number inof ~~2003~~subscribers.

~~Disa is~~3 operated by the Chavez family who owns the remaining 50% interest. Disa is an independent Spanish-language record label; representing more than 50 artists and owning a large catalog of more than 1,000 master recordings of Mexican regional music. The Company has a call right and the Chavez family has a put right starting in June 2006 that will require the Company to purchase the remaining 50% interest for $75,000,000, subject to certain upward adjustments.

Internet Table of Contents

~~Univision~~TeleFutura ~~Online, Inc.~~Network ~~operates the Company's Internet portal, Univision.com, which is primarily directed at Hispanics in the United States~~ and isTeleFutura ~~intended~~Television toGroup ~~appeal to a broad consumer interest, including entertainment, sports, news, personal finance~~ and ~~shopping.~~Affiliates In 2001, its first full-year of operations, Univision.com became the #1 Spanish-language website for U.S. Hispanics according to Nielsen Media Research and has retained its leadership position ever since. Use of the Internet by U.S. Hispanics is climbing rapidly. In 1998, fewer than 10% of Hispanic Households had Internet access. By 2003 the percentage of Hispanic households with Internet access more than tripled to 37%. It is expected to continue to increase in the upcoming years.

~~The~~TeleFutura Network. In January 2002, the Company launched a 24-hour general-interest Spanish-language broadcast network, TeleFutura, to meet the diverse preferences of the multi-faceted U.S. Hispanic ~~Audience~~community. TeleFutura Network’s signal covers approximately 85% of all Hispanic Households through TTG O&Os, three full-power and 21 low-power station affiliates (“TeleFutura Affiliated Stations”). TeleFutura Network counter-programs traditional Spanish-language lineups and is designed to draw additional viewers to Spanish-language television by offering primetime Hollywood movies dubbed in ~~the~~Spanish, ~~United~~original Spanish-language ~~States~~ movies, primetime game shows and sports.

~~Management~~TeleFutura ~~believes~~Television ~~that~~Group ~~Spanish-language media, in general,~~ and ~~the~~Affiliates. The ~~Company,~~TTG inO&Os ~~particular,~~consist of ~~have~~18 ~~benefited~~full-power and ~~will~~14 ~~continue~~low-power toSpanish-language ~~benefit~~television ~~from~~stations. aThirteen ~~number~~ of ~~factors, including~~the ~~projected~~18 ~~Hispanic~~full-power ~~population~~TTG ~~growth,~~O&Os ~~high~~are ~~Spanish-language~~located ~~retention~~in ~~among~~the ~~Hispanics,~~top ~~increasing~~15 ~~Hispanic~~designated ~~buying~~market ~~power~~areas ~~and~~in ~~greater~~terms ~~advertiser~~of ~~spending~~number onof ~~Spanish-language~~Hispanic ~~media~~Households. ~~Unless otherwise~~In ~~noted~~addition, ~~the~~TeleFutura ~~research~~Network ~~data~~has entered ~~provided~~into ~~below,~~affiliation ~~pertaining~~agreements towith ~~the~~broadcast ~~Hispanic~~television ~~audience~~stations, inand ~~the~~cable ~~U.S.,~~and ~~was~~satellite ~~derived~~television ~~from~~distributors ~~"The~~to ~~Hispanic~~provide ~~Consumer~~TeleFutura ~~Market~~Network ~~Report~~and instation ~~2002~~programming ~~and~~on ~~Forecasts~~terms similar to ~~2022:~~those ~~Global~~of the affiliation agreements between Univision ~~Insights,~~Network ~~2003~~and its affiliates."

~~Hispanic Population Growth and Concentration.~~ The ~~Hispanic~~TeleFutura ~~population~~Network ofretains ~~the U.S. increased by 58~~100% ~~between 1990 and 2000 to 35.3 million according to the 2000 U.S. Census. This rate~~ of ~~growth~~network ~~was~~advertising ~~more than 4 times that of the total U~~revenues.S. ~~population~~The ~~and~~TeleFutura ~~approximately~~Affiliated 7Stations ~~times that of the U.S. non-Hispanic~~retain ~~population. While Hispanics accounted for 12.5~~100% of ~~the~~all ~~U.S.~~local ~~population~~and innational ~~2000, the U~~revenues.S. ~~Census~~The ~~Bureau~~Company ~~projects~~acts ~~that~~as the ~~Hispanic~~exclusive ~~percentage~~national ~~will~~sales ~~double~~representative tofor ~~approximately~~the ~~25%~~sale of ~~the~~all ~~total~~national ~~U.S. population~~advertising byon ~~the~~TeleFutura ~~middle~~Affiliated ofStations. For this ~~century~~service, ~~confirming a fundamental shift in~~ the ~~ethnic~~Company ~~makeup~~receives ofcommission ~~the~~income ~~country.~~equal ~~According~~ to ~~the 2000 U.S. Census, Hispanics accounted for 27~~ 15% of the ~~population~~TeleFutura ofAffiliated ~~New York~~Stations ~~City~~net ~~and~~national 46revenues.5% ~~of Los Angeles, the two cities with the largest total and the~~

9Cable Affiliates. TeleFutura Network uses cable affiliates in a similar manner as Univision Network. See “Univision Network and Univision Television Group and Affiliates—Cable Affiliates.”

~~largest Hispanic~~Galavision populations. Approximately 50% of all Hispanics are located in the eight largest U.S. Hispanic markets, and the Company owns two or more television stations and two or more radio stations in each of these markets. According to U.S. Census estimates published July 1, 2002, there are approximately 38.8 million Hispanics living in the United States, which account for approximately 13.5% of the U.S. population.

~~Greater Hispanic Buying Power.~~ The ~~Hispanic~~Company ~~population~~also ~~represents~~owns ~~estimated~~Galavisión, ~~total~~the ~~consumer~~leading ~~expenditures~~U.S. ofSpanish-language general ~~$622 billion~~entertainment inbasic ~~2004~~cable (8television network.3% ofGalavisión’s ~~the~~schedule ~~total~~averages ~~U.S.~~39 ~~consumer~~hours ~~expenditures)~~of live news, ansports, ~~increase~~variety ofand ~~190%~~entertainment ~~since~~programming ~~1990~~each week. ~~Hispanics~~According ~~are~~to ~~expected~~Nielsen toHomevideo ~~account~~Index—Hispanic ~~for~~(“NHI-H”), Galavisión reaches approximately $153.8 ~~trillion~~million of U.S. ~~consumer spending~~cable (9households and 8.75 million or 82% of ~~the~~Hispanic ~~U.S.~~Cable ~~total~~Plus ~~consumer~~households, ~~expenditures~~which are Hispanic Households that receive video (television) byvia ~~2010~~cable or another alternative delivery system, which ~~outpacing~~include ~~the~~satellite ~~expected~~providers, ~~growth~~as inopposed ~~total~~to Uover the air television signals.S. ~~consumer~~The ~~expenditures~~network has achieved record viewership levels since its new programming launch in May 2002.

~~In addition~~Univision toRadio the anticipated growth of the Hispanic population, the Hispanic audience has several other characteristics that the Company believes make it attractive to advertisers. The Company believes the larger size and younger age of Hispanic Households leads Hispanics to spend more per household on many categories of goods. Hispanics are expected to continue to account for a disproportionate share of growth in spending nationwide in many important consumer categories as the Hispanic population and its disposable income continue to grow. These factors make Hispanics an attractive target audience for many major U.S. advertisers.

~~Increased~~Univision ~~Spanish-Language~~Radio, ~~Advertising. According~~headquartered toin ~~Hispanic~~Dallas, ~~Business magazine~~Texas, ~~$2.79 billion~~owns ofand ~~total~~operates ~~advertising expenditures~~67 ~~were~~radio ~~directed towards Spanish-language media~~ stations in ~~2003,~~16 ~~representing~~of athe ~~five-year~~top ~~cumulative~~25 ~~growth rate of 10%~~U.S. OfHispanic ~~these~~markets ~~amounts,~~and ~~approximately~~owns ~~64%~~and ofoperates ~~the~~five ~~$2.79 billion in~~radio ~~advertising~~stations ~~expenditures~~ in ~~2003~~Puerto ~~targeting~~Rico. ~~Hispanics~~Univision ~~was~~Radio’s ~~directed~~stations ~~towards~~cover ~~Spanish-language television advertising and~~ approximately 2367% ~~was~~of ~~directed~~the ~~towards radio advertising~~U.S. ~~The~~Hispanic ~~Company~~radio ~~believes that~~listeners ~~major~~and ~~advertisers~~ have ~~discovered~~12.5 million ~~Spanish-language~~listeners ~~television advertising is a more cost-effective means to target the growing Hispanic audience than English-language broadcast media~~weekly.

~~Ratings~~ Univision Radio has historically acquired under-performing radio stations with good signal coverage of the target population and converted the existing station format to a Hispanic-targeted format. In addition, Univision Radio has acquired radio stations whose radio signals might eventually be upgraded or improved. Univision Radio programs 59 individual or simulcast radio stations. Most music formats are primarily variations of regional Mexican, tropical, reggaeton, tejano and contemporary music styles. The regional Mexican format consists of various types of music played in different regions of Mexico; the Latin adult format is a relatively new format that is a compilation of the best “hits” of regional Mexican music from the 70’s, 80’s and 90’s; the tropical format consists primarily of salsa, merengue and cumbia music; the reggaetón format consists of the current and prevalent form of Latin urban and pop music; the tejano format consists of music originated in or indigenous to Texas, but based on Mexican themes; and the contemporary format consists of popular romantic and pop music

~~Television. During~~4 the last five years, Univision Network has consistently ranked first in prime time television among all Hispanic adults and has consistently had between 95% and 100% of the 20 most widely watched programs among all Hispanic Households based on the November Nielsen Hispanic Television Index.

The followingTable tableof shows that Univision Network's, and since 2002 the combined Univision and TeleFutura Networks', prime time audience rating, Sunday through Saturday during the last five years, among the age segment most targeted by advertisers, is considerably higher than the other networks: Contents

forms. Hispanics who may use the English language along with Spanish, or perhaps favor English music over Spanish music, are also reached by five of ~~Prime~~Univision Time*Radio’s ~~Ratings~~stations ~~Among~~in ~~Hispanic~~three ~~Adults~~markets, ~~Aged~~which 18are toprogrammed 49 in the classic rock, hip hop and rhythmic/contemporary hit formats.

Network	1999		2000		2001		2002		2003
Univision Networks	11.0		9.7		9.8		10.0		10.2
ABC	2.1		2.2		1.8		1.6		1.4
CBS	1.3		1.3		1.4		1.2		1.1
FOX	2.5		2.4		2.4		1.8		2.2
NBC	2.2		2.1		1.9		1.8		1.6
Telemundo	1.4		2.5		2.5		2.7		2.2
Univision Networks' share	53.7	%	48.0	%	49.5	%	52.4	%	54.5	%

Radio revenues are derived primarily from sales of local, national, and network advertising. Account executives at the Company’s various radio stations are responsible for generating sales through local advertisers within the stations’ respective markets. Sales with national advertisers are generated through Katz Hispanic Media (a subsidiary of Clear Channel Communications, Inc.), the Company’s national representation firm, and through coordination with national sales managers at the Company’s radio stations. The Company also sells national advertising through its radio network, which allows an advertiser to place a single buy that targets multiple stations across the Company’s various market areas.

~~Source: Nielsen~~Interactive ~~Hispanic~~Media ~~Television Index~~

10Univision Interactive Media, Inc. is the digital division of Univision Communications Inc. Univision Interactive Media, Inc. operates Univision.com, the premier Spanish-language Internet destination in the U.S., and Univision Móvil, the industry’s most comprehensive Spanish-language suite of mobile offerings.

InFirst ~~addition~~launched in 2000, ~~according~~Univision.com tooffers ~~the~~original ~~November 2003~~and ~~Nielsen~~exclusive ~~Station~~entertainment, ~~Index~~news, sports, services and ~~Nielsen~~shopping ~~Hispanic~~opportunities ~~Station~~geared ~~Index:~~toward the interest of Hispanics. Univision.com is the most-visited Spanish-language website among US Hispanics for the 7th year in a row. Since Univision.com launched in 2000, visits to the website have grown to exceed 400 million in 2008.

~~No data~~Launched ~~was~~in ~~available~~2003, ~~for~~Univision ~~the~~Móvil ~~three~~delivers ~~full~~exclusive mobile interactivity with the highest-~~power~~rated Univision ~~stations~~television ~~that~~shows ~~became~~and ~~UTG~~special ~~O&Os~~events. inUnivision ~~January 2002~~Móvil oroffers the ~~one~~most ~~full-power~~relevant ~~station~~content ~~that~~for ~~became~~the aHispanic ~~UTG~~market ~~O&O~~engaging inour ~~2003. No~~audience ~~data~~with ~~was~~short ~~available~~message ~~for~~service ~~the~~(“SMS”) ~~Portland~~and orPremium ~~Salt~~SMS ~~Lake~~programs ~~City~~and ~~affiliates,~~an ~~which~~extensive ~~became~~downloadable content ~~Univision~~catalogue ~~Affiliated~~available ~~Stations~~on inall ~~January 2002~~U.S. carriers and ~~June 2002~~a subscription-based video service. In addition, ~~respectively~~wireless users can access Univision.mobi, Univision Móvil’s comprehensive mobile portal.

~~Radio. Univision~~The ~~Radio,~~Hispanic ~~according~~Audience ~~to the Fall 2003 Arbitron Ratings Book, operates the leading Spanish-language radio station~~ in the ~~adult~~United ~~25-54~~States age group, as measured by Average Quarter Hour (AQH) audience rating, in 12 of the 15 top U.S. Hispanic radio markets as measured by Arbitron and, during this same period, operated 24 top-ten ranked radio stations, regardless of language or format, in such station's market.

~~Program~~Management ~~License~~believes ~~Agreements~~ that Spanish-language media, in general, and the Company, in particular, have benefited and will continue to benefit from a number of factors, including projected Hispanic population growth, increasing Hispanic buying power and greater advertiser spending on Spanish-language media. Unless otherwise noted, the data provided below, pertaining to the Hispanic population in the U.S., was derived from Global Insights, Inc. 2007 Hispanic Market Monitor, a syndicated service.

~~Through~~Hispanic ~~its~~Population ~~program~~Growth ~~license~~and ~~agreements~~Concentration. ~~with~~The ~~Televisa~~Hispanic ~~and~~population ~~Venevision~~of (the ~~"Program~~U.S. ~~License~~increased ~~Agreements"),~~by ~~the~~58% ~~Company~~between ~~has~~1990 ~~the~~and ~~exclusive right until~~2000 ~~December~~to 35.3 ~~2017~~million according to ~~air~~the in2000 U.S. Census. This rate of growth was more than four times that of the total U.S. ~~all~~population ~~Spanish-language~~and ~~programming~~approximately ~~produced~~seven bytimes orthat ~~for~~of ~~them~~the ~~(with~~U.S. ~~limited~~non-Hispanic ~~exceptions)~~population. ~~The~~While ~~Program~~Hispanics ~~License~~accounted ~~Agreements~~for ~~provide~~12.5% of the U.S. ~~Company's~~population ~~television~~in ~~and~~2000, ~~cable networks~~the ~~with~~U.S. ~~access~~Census toBureau ~~programming~~projects tothat ~~fill~~the upHispanic percentage will grow to ~~100~~approximately 20% of ~~their~~the ~~daily~~total ~~schedules~~U.S. ~~Televisa~~population ~~and~~by ~~Venevision~~the ~~programming~~year ~~represented~~2020, ~~approximately~~confirming 34a fundamental shift in the ethnic makeup of the country. According to the 2000 U.S. Census, Hispanics accounted for 27% of the population of New York City and 1846.5%, ~~respectively~~of Los Angeles, the two cities with the largest total populations and largest Hispanic populations. Approximately 50% of ~~Univision~~all ~~Network's non-repeat~~Hispanics ~~broadcast~~are ~~hours~~located in ~~2003~~the eight largest U.S. ~~Televisa~~Hispanic markets, and ~~Venevision~~the ~~programming~~Company ~~represented~~owns ~~approximately~~two ~~19%~~or more television stations and ~~4%,~~three ~~respectively,~~or more radio stations in each of ~~TeleFutura~~these ~~Network's~~markets. ~~non-repeat~~According ~~broadcast~~to ~~hours~~U.S. Census estimates as of July 1, 2007, there are approximately 45.5 million Hispanics living in ~~2003~~the United States, which account for approximately 15.1% of the U.S. population.

~~The Program~~5 License Agreements allow the Company long-term access to Televisa and Venevision programs and the ability to terminate unsuccessful programs and replace them with other Televisa and Venevision programs without paying for the episodes that are not broadcast. Accordingly, the Company has more programs available to it and greater programming flexibility than any of its competitors. This program availability and flexibility permits the Company to adjust programming on all its networks to best meet the tastes of its viewers.

Televisa andTable Venevision programs available to the Company are defined under the Program License Agreements as all programs produced by or for each of them in the Spanish-language or with Spanish subtitles other than programs for which they do not own U.S. broadcast rights or as to which third parties have a right to a portion of the revenues from U.S. broadcasts ("Co-produced Programs"). Televisa and Venevision have also agreed through their affiliates to use their best efforts to coordinate with the Company to permit the Company to acquire U.S. Spanish-language rights to certain Co-produced Programs and to special events produced by others, sporting events, political conventions, election coverage, parades, pageants and variety shows. Contents

~~In consideration~~Greater ~~for~~Hispanic ~~access~~Buying Power. The Hispanic population is projected to ~~the~~represent ~~programming~~$1.04 trillion in estimated disposable income in 2009 (9.0% of ~~Televisa~~the ~~and~~total ~~Venevision~~U.S. disposable income), ~~the~~an ~~Company~~increase ~~pays~~of ~~royalties~~108% since 2000. Hispanics are expected to ~~Televisa~~account ~~and~~for ~~Venevision~~more than $1.6 ~~For~~trillion aof ~~discussion~~U.S. disposable income (10.5% of ~~how~~the ~~royalties~~U.S. ~~are~~total) ~~determined~~by ~~and~~2015, outpacing the ~~amounts~~expected growth in total U.S. disposable income.

11In addition to the anticipated growth of the Hispanic population, the Hispanic audience has several other characteristics that the Company believes make it attractive to advertisers. The Company believes the larger size and younger age of Hispanic Households leads Hispanics to spend more per household on many categories of goods. Hispanics are expected to continue to account for a disproportionate share of growth in spending nationwide in many important consumer categories as the Hispanic population and its disposable income continue to grow. These factors make Hispanics an attractive target audience for many major U.S. advertisers.

~~paid under~~Ratings ~~the Program License Agreements in 2003, see "Notes to Consolidated Financial Statements—3. Related Party Transactions—Program License Agreements."~~

~~Under the~~Until ~~Program License Agreements~~December 26, ~~Televisa and Venevision also have the right to use~~2005, ~~without~~Univision ~~charge~~Network ~~and~~solely ~~subject~~subscribed to ~~limitations,~~Nielsen ~~advertising~~Media ~~time~~Research’s ~~that~~National weHispanic doTelevision ~~not~~Index ~~sell~~(“NHTI”), towhich ~~advertisers or~~measures ~~that~~only weHispanic ~~do not use~~audiences. InAs ~~addition,~~of ~~Venevision has the right to receive $5~~December 26,~~000~~ 2005,~~000~~ ~~per~~Univision ~~year~~Network inratings ~~free~~also ~~non-preemptable~~became ~~advertising,~~available ~~which~~on ~~means~~Nielsen’s ~~that~~national ~~the~~ratings ~~Company~~service, ~~cannot~~Nielsen ~~sell~~Television ~~this~~Index ~~commercial advertising spot to a third party~~(“NTI”), ~~and~~which ~~Televisa~~provides ~~has~~television ~~the~~ratings ~~right~~for toall ~~purchase $5,000,000~~ of ~~non-preemptable~~the ~~advertising~~major ~~per~~U.S. ~~year~~networks. ~~for~~NTI ~~its~~is ~~own~~based ~~use.~~on ~~Further,~~ the ~~Company~~National ~~has the~~People ~~right~~Meter tosample ~~purchase~~which ~~$5,000,000~~is ~~per~~comprised ~~year~~of inapproximately ~~non-preemptable~~19,000 ~~advertising~~households ~~from Televisa~~ and ~~has~~is ~~the~~subscribed ~~right~~ to ~~receive~~by $5broadcast networks,~~000,000~~ ~~per~~cable ~~year~~networks, insyndicators, ~~non-preemptable~~advertisers ~~free~~and advertising ~~from Venevision~~agencies nationwide. The ~~Company~~Univision ~~accounts~~Network ~~for~~maintained ~~this~~its ~~arrangement~~subscription asto aNHTI until ~~net~~September ~~barter~~2007. ~~transaction~~Effective August 27, ~~with~~2007, nothe ~~effect~~National onPeople ~~revenues,~~Meter ~~expenses~~sample orbecame ~~net~~the ~~income~~sole onsample anfor ~~annual~~both ~~basis.~~English-language ~~Each~~media ofand ~~Televisa~~Spanish-language ~~and~~media. ~~Venevision~~From ~~may~~this ~~also purchase~~sample, ~~for~~Nielsen ~~its~~continues ~~own~~to ~~use~~measure ~~non-preemptable~~Hispanic ~~time~~viewing, atcalling the new ~~lowest~~service ~~spot~~NTI-H ~~rate~~(Nielsen ~~for~~Television ~~the applicable time period~~Index—Hispanic).

~~The Company has the right to license Televisa and Venevision programs in Puerto Rico~~Television. ~~Before May~~ ~~2005,~~During the ~~Company~~last ~~will~~five ~~have~~years, aUnivision ~~right~~Network ofhas consistently ranked first ~~refusal on their programs (subject,~~ in ~~the~~prime ~~case~~time oftelevision ~~Televisa,~~among toall aHispanic ~~preexisting~~18-49 ~~commitment)~~year ~~and~~olds ~~will pay a program performance fee based on the ratings delivered by the licensed programs. The Company will pay Televisa~~ and ~~Venevision an annual minimum license fee for certain programs subject to reductions. After May 2005, if the Company~~ has ~~exercised~~consistently ~~its~~had ~~option~~between to95% ~~acquire certain stations~~ and ~~networks~~100% inof ~~Puerto Rico,~~ the ~~Company's~~ ~~rights~~20 ~~will~~most bewidely ~~exclusive~~watched inprograms aamong ~~manner~~all ~~similar~~Hispanic toHouseholds ~~the~~based ~~overall~~on ~~Program License Agreements, and~~ the ~~Company~~November ~~will pay each of Televisa and Venevision royalties for these rights~~NTI-H.

~~Because the~~Among ~~Program~~Hispanics, ~~License Agreements are between~~ the ~~Company~~Spanish-language ~~and~~television ~~affiliates~~share of ~~Televisa~~prime ~~and~~time ~~Venevision,~~viewing ~~each~~continues ofto ~~Grupo Televisa, S~~increase.A. ~~and~~Currently ~~Corporacion~~in ~~Venezolana~~the de2008-2009 ~~Television~~season, ~~C.A. (VENEVISION)~~50% ~~has unconditionally guaranteed the performance~~ of ~~its affiliates under its agreement with us. Pursuant to their respective guarantees, Televisa has agreed to produce each year for the~~all ~~Company's~~Hispanic ~~use~~18-49 ~~at least 8,531 hours of programs, which will be of the quality of programs produced by Televisa during the calendar~~ year ~~2000,~~olds ~~and~~watching ~~Venevision~~television ~~has~~in ~~agreed~~prime totime ~~use~~are ~~commercially reasonable~~watching ~~efforts~~Spanish tolanguage ~~produce or acquire~~ programs. ~~for~~This ~~the~~compares ~~Company's~~with ~~use~~47% atin ~~least to~~ the ~~same~~2000-2001 ~~extent of quality and quantity as in calendar years 1989, 1990 and 1991~~season.

~~Advertising~~ 6

DuringTable the last three years, no single advertiser has accounted for more than 5% of the Company's gross advertising revenues. Contents

The ~~Company's~~ ~~television~~following ~~and~~table ~~radio~~shows ~~advertising~~that ~~revenues~~the ~~are~~Univision ~~derived~~Broadcast ~~from~~Networks ~~network~~prime ~~advertising,~~time ~~national~~audience ~~spot~~ratings ~~advertising~~during ~~and local advertising, and come from diverse industries, with~~the ~~advertising~~last ~~for~~five ~~food~~years ~~and~~are ~~beverages,~~considerably ~~personal~~higher ~~care~~than ~~products,~~the ~~automobiles,~~ other ~~household~~networks ~~goods~~among ~~and telephone services representing~~ the ~~majority~~age ofsegment ~~network~~most ~~advertising~~targeted ~~revenues. National spot advertising represents time sold to national and regional advertisers based outside a station's designated market area and is the means~~ by ~~which most new national and regional~~ advertisers: begin marketing to Hispanics. National spot advertising primarily comes from new advertisers wishing to test a market and from regional retailers and manufacturers without national distribution. To a lesser degree, national spot advertising comes from advertisers wanting to enhance network advertising in a given market. Local advertising revenues are generated from both local merchants and service providers and regional and national businesses and advertising agencies located in a particular designated market area.

~~None of~~Prime ~~the~~Time ~~television stations currently receives its proportionate share of advertising revenues commensurate with its audience share. Approximately 32% of the Company's radio stations~~Ratings ~~currently~~Among ~~receive~~Hispanic ~~their~~Adults ~~proportionate~~Aged ~~share~~18 ~~of advertising revenues commensurate with their audience share. The Company focuses much of its sales efforts on demonstrating~~ to ~~advertisers~~49 ~~its ability to reach the~~


Average 7:00 PM-11:00 PM	2004 P18-49 Average Audience%		2005 P18-49 Average Audience%		2006 P18-49 Average Audience%		2007 P18-49 Average Audience%		2008 P18-49 Average Audience%
Univision (UNI)	8.8		10.0		8.7		8.6		8.4
TeleFutura (TF)	2.1		1.6		1.8		1.8		1.6
Telemundo	3.1		2.6		3.0		2.4		2.5
ABC	1.4		1.4		1.6		1.2		1.1
CBS	1.2		1.1		1.0		0.9		0.8
NBC	1.7		1.2		1.1		1.0		1.1
FOX	1.8		1.6		1.6		1.6		1.4
WB	0.9		0.7		0.6		—		—
UPN	1.0		0.8		0.8		—		—
PAX/ION	0.1		0.1		0.1		0.1		0.1
AZTECA AMERICA	0.3		0.6		0.6		0.4		0.4
CW	—		—		1.0		0.8		0.6
MNT	—		—		—		0.3		0.4
SHARE CALCULATIONS:
Total Ratings	22.4		21.7		20.8		19.1		18.4
UNI+TF Ratings	10.9		11.6		10.5		10.4		10.0
Univision Combined Networks’ Share	*48.7*	%	*53.5*	%	*50.5*	%	*54.5*	%	*54.3*	%

Source: Nielsen Hispanic ~~audience~~ inTelevision ~~order~~Index/Nielsen Television Index-Hispanic Spanish-language television prime time is from 7 p.m. to ~~narrow~~11 ~~the~~p.m., ~~gap~~Eastern ~~between~~and ~~its~~Pacific ~~share~~Standard ofTimes, ~~advertising~~Sunday ~~revenues~~through Saturday. English-language television prime time is from 8 p.m. to 11 p.m., Eastern and ~~its~~Pacific ~~audience~~Standard ~~share~~Times, Monday through Saturday and 7 p.m. to 11 p.m., Eastern and Pacific Standard Times, Sunday.

~~Marketing~~ Note: The CW network was launched on September 18, 2006, and is a combination of the WB and UPN networks. Effective January 29, 2007, PAX became ION; however, Nielsen continued to report ION as PAX through April 1, 2007, officially making the change on April 2, 2007.

~~Television. Our~~In ~~television network and station marketing account executives are divided into three groups: network sales~~addition, ~~national~~according ~~spot~~to sales and local sales. The account executives responsible for network sales target and negotiate with accounts that advertise nationally. The national spot sales force represents each broadcast affiliate for all sales placed from outside its designated market areas. The local sales force represents the ~~owned-and-operated~~November 2008 ~~stations~~Nielsen ~~for~~Station ~~all~~Index: ~~sales placed from within its designated market area.~~

~~In addition,~~• ~~our~~all ~~television~~14 ~~network~~full-power ~~and~~UTG ~~station~~O&Os ~~marketing~~for ~~sales~~which ~~departments~~such ~~utilize~~data ~~research,~~are ~~including~~available ~~both~~ranked ~~ratings~~first ~~and~~among ~~demographic~~Spanish-language ~~information,~~television tostations ~~negotiate~~in ~~sales~~“total ~~contracts~~day” asin ~~well~~their ~~as target~~respective ~~major~~DMAs, ~~national~~based ~~advertisers~~on ~~that~~total ~~are~~audience ~~not~~rank ~~purchasing~~of ~~advertising~~adults ~~time~~18 orto ~~who~~49 ~~are~~years ~~under-purchasing~~of ~~advertising time on Spanish-language television.~~ age;

~~Galavisión sells~~• ~~advertising~~five ~~time~~of ~~and~~the ~~also~~14 ~~utilizes~~full-power aUTG ~~cable~~O&Os ~~affiliate~~for ~~relations~~which ~~sales~~such ~~group~~data ~~that~~are isavailable ~~responsible~~ranked ~~for~~as ~~generating~~the ~~cable~~top ~~subscriber~~station ~~fee~~in ~~revenues~~“total ~~for~~day” ~~the Company.~~in their respective DMAs, English- or Spanish-language, based on total audience rank of adults 18 to 49 years of age; and

~~Radio. Our~~• ~~radio~~14 ~~network~~of ~~and~~the ~~station~~16 ~~marketing~~full-power account executives are divided into three groups: network sales, national spot sales and local sales. The account executives responsible for network and national sales target and negotiate with accounts that advertise nationally. Univision ~~Radio~~Affiliated ~~National~~Stations ~~Sales represents the Company's radio stations~~ for ~~sales~~which ~~placed~~such ~~from~~data ~~outside~~are ~~its~~available ~~designated~~ranked ~~market~~first ~~areas.~~among ~~The local sales force represents the owned~~Spanish-~~and-operated~~language ~~stations~~television ~~for all sales placed from within its designated market area. In addition, Univision Radio owned-and-operated~~ stations' ~~sales~~in ~~departments~~“total ~~utilize~~day” ~~research,~~in ~~including~~their ~~both~~respective ~~ratings and demographic information~~DMAs, tobased ~~negotiate sales contracts as well as target major local, regional, and national advertisers that are not purchasing advertising time or that are under-purchasing advertising time~~ on ~~Spanish-language~~ ~~and~~total ~~Hispanic-targeted~~audience ~~radio~~rank ~~stations.~~of ~~The owned-and-operated~~adults ~~stations~~18 ~~also~~to ~~derive~~49 ~~sales~~years ~~from the sponsorship and organization~~ of ~~various special events~~age.

~~Music. Univision~~No ~~Music~~audience ~~Group~~data ~~generates~~are ~~revenues~~available ~~from its music recording and publishing businesses. The sales, distribution~~for ~~and~~five ~~manufacturing~~UTG ~~of products are provided by Universal Music~~ O&O ~~Video~~full-power ~~Distribution~~stations ~~Corp.~~and onfour ~~behalf of~~ Univision ~~Music~~Affiliated ~~Group~~Stations.

~~Internet~~Radio. ~~Univision~~ ~~Online, Inc.~~Radio ~~generates~~ratings ~~advertising~~are ~~revenues~~measured ~~primarily~~by ~~from~~Arbitron, ~~large national advertisers in the~~a ~~United~~marketing ~~States~~ and isresearch ~~represented~~firm byserving aprimarily ~~separate~~the ~~sales~~radio ~~force.~~industry ~~Univision~~and ~~Online, Inc.~~specializing ~~recognizes~~in ~~primarily~~audience ~~banner~~ratings-measurement ~~and~~for ~~sponsorship~~marketing ~~advertisement~~to ~~revenues~~advertisers. Arbitron measures radio

~~Competition~~ 7

OurTable business is highly competitive. Competition for advertising revenues is based on the size of the market that the particular medium can reach, the cost of such advertising and the effectiveness of such medium. Contents

~~The~~ ~~Company's~~station ~~television~~listening ~~business~~by ~~competes~~market, ~~for~~in ~~viewers~~various day-parts and ~~revenues~~demographics, with ~~other~~data ~~Spanish-language~~collected ~~and~~from ~~English-language~~areas ~~television~~throughout ~~stations~~a ~~and~~given ~~networks,~~market. ~~including~~Ratings ~~the~~trends ~~four~~are ~~principal~~released ~~English-language~~monthly ~~television~~and ~~networks,~~ratings ~~ABC,~~books ~~CBS,~~are ~~NBC~~issued ~~and~~each ~~Fox~~season. In 2007, ~~and~~Arbitron inbegan ~~certain~~implementing ~~cities,~~a ~~UPN~~new ~~and~~electronic ~~WB.~~measurement ~~All~~system ofcalled ~~these~~Portable ~~named~~People ~~competitors~~Meter ~~are~~(PPM), ~~owned~~which bywill ~~companies~~replace ~~much~~the ~~larger~~diary-based ~~and~~method ~~having~~that ~~financial~~has ~~strength~~been ~~greater~~used historically. This ~~than~~methodology ~~the~~is ~~Company.~~available ~~Certain~~in ofHouston, ~~the~~New ~~English-language~~York, ~~networks~~Los Angeles, Chicago, San Francisco, and ~~others~~Dallas. ~~have~~Audience ~~begun~~trend ~~producing~~data ~~Spanish-language~~is ~~programming~~now available on a weekly basis and ~~simulcasting~~a ~~certain~~ratings ~~programming~~book inis ~~English~~released ~~and~~on ~~Spanish~~a monthly basis. ~~Several~~Arbitron ~~cable~~plans to roll out the PPM measurement ~~broadcasters~~system ~~have~~in ~~recently~~all ~~commenced~~Top or50 ~~announced~~markets ~~their~~with ~~intention~~Miami, Phoenix, San Diego, San Antonio and Las Vegas, scheduled to ~~commence~~roll ~~Spanish-language~~out ~~services~~between asJune ~~well~~through December of 2009.

13Univision Radio, according to the Summer 2008 Arbitron ratings book, operates the leading Spanish-language radio station in the adult 25-54 age group, as measured by Average Quarter Hour (“AQH”) audience rating, in nine of the 12 top U.S. Hispanic radio markets as measured by Arbitron. During this same period, the Company operated 27 station formats ranked among the top-ten radio stations in AQH audience, regardless of language or format, in their respective markets.

~~The Company's~~Program ~~radio~~License ~~business~~Agreements competes for audiences and advertising revenues with other radio stations of all formats. In addition, the radio broadcasting industry is subject to competition from new media technologies that are being developed or introduced such as (1) satellite-delivered digital audio radio service, which has resulted and is expected to result in the introduction of new subscriber based satellite radio services with numerous niche formats; and (2) audio programming by cable systems, direct broadcast satellite systems, Internet content providers, personal communications services and other digital audio broadcast formats.

~~Many of~~Through ~~our~~its ~~competitors~~program ~~have~~license ~~more~~agreements ~~television~~(the ~~and~~“PLAs”) ~~radio~~with ~~stations,~~Grupo ~~greater~~Televisa ~~resources~~S.A. ~~(financial~~and orits ~~otherwise~~affiliates (“Televisa”) and ~~broader~~affiliates ~~relationships~~of ~~with~~Corporacion ~~advertisers~~Venezolana ~~than~~del weTelevision, doC.A. ~~Furthermore~~(VENEVISION) (“Venevision”), ~~because~~the ~~our~~Company ~~English-language~~has ~~competitors~~the ~~are~~exclusive ~~perceived~~right until December 2017 to ~~reach~~air ain ~~broader~~the ~~audience~~U.S. ~~than~~all weSpanish-language ~~do,~~programming ~~they~~produced ~~have~~by ~~been~~or ~~able~~for tothem ~~attract~~(with ~~more~~limited ~~advertisers~~exceptions). ~~and~~The ~~command~~PLAs ~~higher~~provide ~~advertising~~the ~~rates~~Company’s ~~than~~television weand ~~have.~~cable Asnetworks awith ~~result, the~~access ~~Company's~~to ~~television~~programming to ~~revenue~~fill ~~share~~up ~~approximates~~to 50100% of ~~what~~their ~~would~~daily beschedules. ~~expected~~Televisa ~~based~~and onVenevision ~~its~~programming ~~audience~~represented ~~share;~~approximately ~~the~~39.3 % ~~Company's~~and ~~radio~~19.6% ~~revenue~~in ~~share~~2008 isand ~~higher.~~36% ~~The~~and ~~Company~~23% ~~strives~~in to2007, ~~close~~respectively, ~~the~~of ~~gap~~Univision ~~between audience~~Network’s ~~and~~non-repeat ~~revenue~~broadcast ~~share~~hours. byTelevisa ~~persuading~~and Venevision ~~advertisers~~programming ofrepresented ~~the~~approximately ~~benefits~~19.5% ~~they~~and ~~may~~2.4% ~~achieve~~in by2008 ~~beginning~~and to15% ~~utilize~~and or5% ~~increasing~~in ~~their~~2007, ~~utilization~~respectively, of ~~Spanish-language~~TeleFutura ~~television~~Network’s ~~and~~non-repeat ~~radio~~broadcast ~~advertising~~hours.

The ~~Company~~ ~~also~~PLAs ~~competes~~allow ~~for~~the ~~audience~~Company ~~and~~long-term ~~revenues~~access ~~with~~to ~~independent~~Televisa ~~television~~ and ~~radio~~Venevision ~~stations,~~programs ~~other~~and ~~media,~~the ~~suppliers~~ability ofto ~~cable~~terminate ~~television~~unsuccessful programs, ~~direct~~and ~~broadcast~~replace ~~systems, newspapers,~~them ~~magazines,~~with ~~and~~ other ~~forms~~Televisa ~~of entertainment~~ and ~~advertising.~~Venevision ~~The~~programs ~~Company's~~without ~~television~~paying ~~affiliates~~for ~~located~~the episodes ~~near~~that ~~the~~are ~~Mexican~~not ~~border~~broadcast. ~~also~~This ~~compete~~program ~~for~~availability ~~viewers~~and ~~with~~flexibility ~~television~~permits ~~stations~~the ~~operated in~~Company ~~Mexico,~~to ~~many~~adjust ofprogramming ~~which~~on ~~are~~all ~~affiliated~~its ~~with~~networks ato ~~Televisa~~best ~~network~~meet ~~and~~the ~~owned~~tastes byof ~~Televisa~~its viewers.

~~The Company's~~Televisa ~~share of overall television~~ and ~~radio~~Venevision ~~audience~~programs ~~has~~available ~~been increasing. The Company attributes this~~ to the ~~growth~~Company ofare ~~the~~defined ~~U.S.~~under ~~Hispanic population,~~ the ~~quality~~PLAs ofas ~~our programming,~~all ~~and~~programs ~~the~~produced ~~quality~~by ~~and~~or ~~experience~~for ofeach ~~our management. Telemundo, a wholly-owned and operated subsidiary~~ of ~~NBC,~~them ain ~~division of General Electric, is~~ the ~~Company's largest television competitor~~ ~~that broadcasts~~ Spanish-language ~~television~~or ~~programming.~~with InSpanish ~~most~~subtitles ofother ~~the~~than ~~Company's~~programs ~~designated~~for ~~market~~which ~~areas,~~they ~~the~~do ~~Company's~~not ~~affiliates~~own ~~compete~~U.S. ~~for~~broadcast ~~audience~~rights ~~advertising~~or ~~directly~~as ~~with~~to awhich ~~station~~third ~~owned~~parties byhave ~~or affiliated~~a ~~with~~right ~~Telemundo,~~to asa ~~well~~portion asof ~~with~~the ~~other~~revenues ~~Spanish-language~~from ~~and~~U.S. ~~English~~broadcasts (“Co-~~language~~produced ~~stations~~Programs”). ~~Spanish Broadcasting System~~Televisa, Venevision ~~Entravision,~~and ~~Liberman~~their ~~Broadcasting~~affiliates ~~are~~have ~~the~~also ~~Company's~~agreed ~~largest~~to ~~radio competitors~~use ~~that~~their ~~broadcast~~best ~~Spanish-language~~efforts ~~radio~~to ~~programming~~coordinate inwith ~~several of~~ the Company's ~~designated~~to ~~market~~permit ~~areas. Additionally,~~ the Company ~~faces~~to ~~competition~~acquire ~~from~~U.S. ~~other~~ Spanish-language ~~stations~~rights ~~in its~~to ~~markets,~~certain asCo-produced ~~well~~Programs asand ~~English-language~~to ~~radio~~special ~~stations~~events ~~such~~produced asby ~~Clear~~others, sporting ~~Channel~~events, ~~Infinity~~political conventions, election coverage, parades, pageants and ~~Emmis~~variety shows.

~~The rules~~In ~~and~~addition, ~~policies~~Televisa ofand ~~the~~Venevision ~~FCC~~must use ~~encourage~~good ~~increased~~faith ~~competition~~efforts ~~among~~not ~~different~~to ~~electronic~~structure ~~communications~~arrangements ~~media.~~or Asagreements awith ~~result~~respect ofto ~~rapidly~~programs ~~developing~~in ~~technology,~~a ~~the~~manner ~~Company~~intended ~~may experience~~to ~~increased~~cause ~~competition~~such ~~from~~programs ~~other~~not ~~free~~to orbe ~~pay~~available ~~systems by which information and entertainment are delivered~~ to ~~consumers,~~the ~~such~~Company as ~~direct~~“Programs” ~~broadcast~~pursuant ~~satellite~~to ~~and~~the ~~video dial tone services~~PLAs.

~~Satellite-delivered audio~~The ~~provides~~Company’s aprogram ~~medium~~license ~~for~~agreement ~~the~~with ~~delivery~~Televisa by(the ~~satellite~~“Original orPLA”) ~~supplemental~~was ~~terrestrial~~amended ~~means~~on ofJanuary 22, ~~multiple~~2009 ~~new~~in ~~audio~~connection ~~programming~~with ~~formats to local and/or national audiences.~~a XMsettlement ~~Satellite~~of ~~Radio~~the ~~launched~~litigation ~~its~~involving ~~commercial~~the ~~service~~Original inPLA. ~~2001~~See ~~and Sirius Satellite Radio launched service in 2002~~Item 3. ~~The~~“Legal ~~Company~~Proceedings” ~~entered~~for ~~into~~ a ~~programming~~description ~~partner~~of ~~agreement with XM Satellite Radio in 1998, in which~~ the ~~Company~~litigation ~~agreed~~and tosettlement ~~develop,~~with ~~produce~~respect ~~and supply~~ to ~~XM Satellite Radio certain Spanish-language programming. Effective January 31, 2004,~~ the ~~Company~~Original ~~entered~~PLA ~~into an agreement to terminate its programming~~ with ~~XM Satellite Radio~~Televisa.

~~Univision Music~~The ~~Group's~~amended ~~major~~and ~~Spanish-language~~restated ~~competitors~~program ~~are~~license ~~Sony~~agreement ~~Discos~~(the “Amended PLA”), ~~WEA~~which ~~Latina~~is effective through the original term of 2017, ~~BMG~~will ~~Latin~~continue to provide the Company with exclusive broadcast rights to certain Televisa programming in the U.S and ~~EMI~~Puerto ~~Latin~~Rico. ~~The~~Broadcast ~~Group~~rights ~~also~~for ~~competes~~Puerto ~~against~~Rico ~~English-language~~were ~~music~~previously ~~companies~~granted to the Company pursuant to a separate agreement, which was terminated upon execution of the Amended PLA. In consideration for access to the programming of Televisa, the Company pays royalties to Televisa.

~~Univision Online~~8 ~~competes for advertising revenues with numerous direct competitors, including Web-based portals, such as Yahoo! En Español, Terra and AOL Latino, individual Web sites providing~~

14Table of Contents

~~content~~Under the Amended PLA, the Company’s ability to use unsold advertising time for its own and its ~~commerce,~~subsidiaries ~~community~~purposes without payment of a royalty has been clarified and ~~similar~~affirmed. ~~features~~Pursuant to the Amended PLA, ~~and~~the ~~other~~Company is committed to provide Televisa a minimum amount of advertising on its media ~~companies~~properties at no cost to Televisa. In addition, ~~such~~Televisa aswill ~~those~~have ~~with~~the ~~newspaper~~right to use, without cost to Televisa and subject to limitations, a portion of the advertising time that the Company does not either sell to advertisers or ~~magazine~~use ~~publications~~for its own purposes. As part of the $610.8 million Televisa and related settlement charge, ~~radio~~we ~~stations~~recognized a non-cash charge of $536.0 million during the fiscal quarter ended December 31, 2008, representing the fair value of our advertising commitment to Televisa under the Amended PLA through 2017, see Item 7. “Management’s Discussion and ~~broadcast~~Analysis ~~stations~~of orFinancial ~~networks~~Condition and Results of Operations—Factors Affecting Our Results.” The $536.0 million of deferred advertising revenue will be recognized into revenue over the next nine years when the Company provides the advertising to Televisa to satisfy its commitment.

~~Employees~~ Under its program license agreement, Venevision receives royalties from the Company for providing access to Venevision’s programming. Venevision also has the right to use, without cost to Venevision and subject to limitations, advertising time that the Company does not either sell to advertisers or use for its own purposes and the Company will annually swap with Venevision $10 million of non-preemptable advertising time. The Company accounts for this arrangement with Venevision as a net barter transaction, with no effect on revenues, expenses or net income on an annual basis.

AsUnder ofthe ~~December 31~~PLAs, ~~2003,~~each ~~the~~of ~~Company~~Televisa ~~employed~~and ~~approximately~~Venevision ~~4,300~~may ~~full-time~~purchase ~~employees.~~for Atits ~~December 31,~~own ~~2003,~~use non-preemptable ~~approximately~~time ~~10%~~at of the ~~Company's~~ ~~employees,~~lowest ~~located~~spot inrate ~~Chicago,~~for ~~Los~~the ~~Angeles,~~applicable ~~San~~time ~~Francisco,~~period. ~~New~~Televisa ~~York~~received ~~and~~approximately ~~Puerto~~102,000, ~~Rico~~97,000 ~~were~~and ~~represented~~129,000 byof ~~unions.~~preemptable ~~The~~and ~~Company~~non-preemptable ~~has~~30-second ~~collective~~commercial ~~bargaining~~advertisements ~~agreements~~in ~~covering~~2008, ~~the~~2007, ~~union~~and ~~employees with~~2006, ~~varying expiration dates through 2008~~respectively. Venevision ~~The~~received ~~Company~~approximately is43,000, ~~currently~~36,000 ~~negotiating~~and ~~the~~55,000 ~~collective~~of ~~bargaining~~preemptable ~~agreements at the Los Angeles~~ and ~~Puerto Rico television stations. Management believes that its relations with its~~ non-~~union~~preemptable ~~and~~30-second ~~union~~commercial ~~employees,~~advertisements asin ~~well~~2008, as2007, ~~with~~and ~~the union representatives~~2006, ~~are good~~respectively.

~~Federal~~The ~~Regulation~~ obligations of Televisa and Venevision’s respective affiliates have been guaranteed by, in the case of Televisa, Grupo Televisa S.A. and, in the case of Venevision, Corporacion Venezolana de Television, C.A. (VENEVISION). Pursuant to their respective guarantees, Televisa has agreed to produce each year for the Company’s use at least 8,531 hours of programs, which will be of the quality of programs produced by Televisa during the calendar year 2000, and Venevision has agreed to use commercially reasonable efforts to produce or acquire programs for the Company’s use at least to the same extent of quality and quantity as in calendar years 1989, 1990 and 1991.

~~The~~Advertising ownership, operation and sale of television and radio broadcast stations are subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the "Communications Act"). The Communications Act and implementing FCC regulations establish an extensive system of regulation to which the Company's stations are subject. The FCC may impose substantial penalties for violation of its regulations, including fines, license revocations, denial of license renewal or renewal of a station's license for less than the normal term.

~~Licenses~~During ~~and Applications. Each television and radio station that we own must be licensed by~~ the ~~FCC.~~last ~~Licenses~~three ~~are granted for periods of up to eight~~ years, ~~and~~no ~~we must obtain renewal of licenses as they expire in order to continue operating the stations. We must also obtain FCC approval prior to the acquisition or~~single ~~disposition~~customer ofhas aaccounted ~~station,~~for ~~the~~more ~~construction~~than of10% ~~a new station or modification~~ of the ~~technical~~Company’s ~~facilities~~net ~~of an existing station~~revenues. Interested parties may petition to deny such applications, and the FCC may decline to renew or approve the requested authorization in certain circumstances. Although we have generally received such renewals and approvals in the past, there can be no assurance that we will continue to do so in the future.

~~Programming~~The Company’s television and ~~Operation. The~~radio ~~Communications~~advertising ~~Act~~revenues are ~~requires~~derived ~~broadcasters~~from tonetwork ~~serve~~advertising, ~~the~~national ~~public~~spot ~~interest~~advertising ~~through~~and ~~programming~~local ~~that is~~advertising, ~~responsive~~and tocome ~~local~~from ~~community~~diverse ~~problems~~industries, ~~needs~~with advertising for food and ~~interests~~beverages, personal care products, automobiles, other household goods and telephone services representing the majority of network advertising revenues. ~~Our~~National ~~stations~~spot ~~must~~advertising ~~also~~represents ~~adhere~~time sold to ~~various~~national ~~content~~and ~~regulations~~regional ~~that~~advertisers ~~govern,~~based ~~among~~outside ~~other~~a ~~things,~~station’s ~~political~~DMA and ~~commercial~~is ~~advertising,~~the means by which most new national and regional advertisers ~~sponsorship~~begin ~~identification,~~marketing ~~contests~~to Hispanics. National spot advertising primarily comes from new advertisers wishing to test a market and ~~lotteries,~~from ~~programming~~regional retailers and manufacturers without national distribution. To a lesser degree, national spot advertising ~~addressed~~comes from advertisers wanting to ~~children,~~enhance network advertising in a given market. Local advertising revenues are generated from both local merchants and ~~obscene~~service providers and ~~indecent~~regional ~~broadcasts~~and national businesses and advertising agencies located in a particular DMA.

~~Ownership Restrictions. Complex FCC rules limit the number of television and radio stations that we may own in a specific market~~Currently, ~~the~~some ~~combined number~~ of ~~television and radio stations that we may own in any single market and~~ the ~~aggregate~~Company’s ~~national audience that can be reached by our~~ television stations. ~~Radio-specific~~do ~~FCC rules~~not ~~also~~receive ~~limit~~their ~~the~~proportionate ~~number~~share of ~~radio~~advertising ~~stations that we may own in any single market (defined by certain signal strength contours). Television-specific rules permit us to own up to two television~~revenues ~~stations~~commensurate with ~~overlapping~~their ~~contours~~audience ~~where~~share. ~~the~~Approximately ~~stations~~57% ~~are in different DMAs, where certain specified signal contours do not overlap, where a specified number~~ of ~~separately-owned full-power broadcast stations will remain after~~ the ~~combination is created or where certain waiver criteria are met. The FCC'~~Company’s ~~"cross-ownership rule" permits a party to own both television and~~ radio stations ~~in the~~currently ~~same~~receive ~~local~~their ~~market~~proportionate inshare ~~certain cases, depending primarily on the number~~ of ~~independent~~advertising ~~media~~revenues ~~voices~~commensurate inwith ~~that~~their ~~market~~audience share. The ~~"national~~Company ~~audience cap" prohibits us from owning stations that, in the~~ ~~aggregate, reach more than a specified percentage of the national audience.~~

~~The FCC~~9 recently adopted changes to these rules that would generally relax many of the ownership restrictions discussed above. The effectiveness of these new rules has, however, been stayed by a federal court order, and the pre-existing media ownership rules will continue to apply until this

15Table of Contents

~~stay~~ isstrives ~~lifted.~~to ~~Congress~~close isthe ~~also~~gap ~~considering~~between aaudience ~~number~~and revenue share by persuading advertisers of ~~measures~~the tobenefits ~~repeal~~they may achieve by utilizing or ~~prevent~~increasing ~~implementation~~their utilization of ~~some~~Spanish-language ortelevision ~~all~~and radio advertising. The Company focuses much of ~~these~~its ~~new~~sales ~~rules~~efforts on demonstrating to advertisers its ability to reach the Hispanic audience.

~~Alien~~Marketing Ownership. The Communications Act generally prohibits foreign parties from having a 20% or greater interest in a licensee entity or more than a 25% interest in the parent entity of a licensee. The Company believes that, as presently organized, it complies with the FCC's foreign ownership restrictions.

~~Network Regulation~~Television. ~~FCC~~ ~~rules~~Our ~~affect~~television ~~the~~ network~~-affiliate~~ and ~~relationship.~~station ~~Among~~marketing ~~other~~account ~~things,~~executives ~~these~~are ~~rules~~divided ~~require~~into ~~that~~three groups: network ~~affiliation~~ ~~agreements~~sales, ~~(i) prohibit~~national ~~networks~~spot ~~from~~sales ~~requiring~~and ~~affiliates~~local tosales. ~~clear~~The ~~time~~account ~~previously~~executives ~~scheduled~~responsible for ~~other~~network ~~use,~~sales ~~(ii) permit~~target ~~affiliates~~and tonegotiate ~~preempt~~with ~~network~~accounts ~~programs~~ that ~~they believe~~advertise ~~are~~nationally. ~~unsuitable~~The national ~~for~~spot ~~their~~sales ~~audience~~force ~~and,~~represents ~~(iii) permit~~each ~~affiliates~~broadcast toaffiliate ~~substitute~~for ~~programs~~all ~~that~~sales ~~they~~placed ~~believe~~from ~~are~~outside ofits ~~greater~~DMAs. The local orsales ~~national~~force ~~importance~~represents the owned-and-operated stations for ~~network~~all ~~programs~~sales placed from within its DMA.

~~Cable~~In ~~and~~addition, ~~Satellite~~our ~~Carriage. FCC rules require that~~ television ~~stations~~network ~~make~~and anstation ~~election~~marketing ~~every~~sales ~~third~~departments ~~year~~utilize toresearch, ~~exercise~~including ~~either "must-carry"~~both orratings ~~"retransmission~~and ~~consent"~~demographic ~~rights~~information, ~~in connection with~~to ~~local~~negotiate ~~cable~~sales ~~carriage.~~contracts ~~Stations~~as ~~electing~~well ~~must-carry~~as ~~may~~target ~~require~~major ~~carriage~~national onadvertisers ~~certain~~that ~~channels on cable systems within their market. Must-carry rights~~ are not ~~absolute,~~purchasing ~~however, and~~advertising ~~are~~time ~~dependent on a number of factors, which may~~ or ~~may~~who ~~not be present in a particular case. Cable systems~~ are ~~prohibited~~under-purchasing ~~from~~advertising ~~carrying~~time ~~the~~on ~~signals~~Spanish-language ~~of a station electing retransmission consent until an agreement is negotiated with that station~~television.

~~Direct Broadcast~~Galavisión ~~Satellite~~sells ~~("DBS")~~advertising ~~systems~~time ~~provide television programming on a subscription basis to consumers that have purchased~~ and ~~installed~~also autilizes ~~satellite signal receiving dish and associated decoder equipment. Under the Satellite Home Improvement Act, satellite carriers are permitted to retransmit~~ a ~~local~~cable ~~television~~affiliate ~~station's~~relations ~~signal~~sales ~~into~~group ~~its~~that ~~local~~is ~~market~~responsible ~~with~~for ~~the~~generating ~~consent~~cable ~~of the~~subscriber ~~local~~fee ~~television~~revenues station. If a satellite carrier elects to carry one local station in a market, the satellite carrier must carry the signals of all local television stations that also request carriage. All television stations operated by the Company made timely elections for ~~DBS carriage, and~~ the Company ~~intends to obtain DBS carriage for each of its eligible stations~~.

~~DTV~~Radio. ~~FCC~~ Our ~~rules~~radio ~~require~~network ~~full-power~~and ~~analog~~station ~~television~~marketing ~~stations,~~account ~~such~~executives asare ~~ours,~~divided tointo ~~transition~~three ~~from currently-provided~~groups: ~~analog~~network ~~service~~sales, tonational ~~digital~~spot ~~("DTV")~~sales ~~service.~~and ~~Most~~local ofsales. ~~our~~The ~~stations~~account ~~have~~executives ~~been~~responsible ~~temporarily~~for ~~granted~~network aand ~~second~~national ~~broadcast~~sales ~~channel~~target ~~for~~and ~~the~~negotiate ~~phase-in~~with ofaccounts ~~digital~~that ~~broadcasting~~advertise nationally. ~~Such~~Univision ~~stations~~Radio ~~have~~Corporate ~~either~~Sales represents the Company’s radio ~~timely~~stations ~~commenced~~for ~~DTV~~sales ~~operations~~placed ~~pursuant~~from tooutside ~~FCC~~its ~~authorizations~~DMAs. orThe ~~have~~local ~~been~~sales ~~granted~~force orrepresents ~~have~~the ~~pending~~owned-and-operated ~~requests~~stations for ~~extensions~~all ~~that~~sales ~~would~~placed ~~authorize~~from ~~their~~within ~~commencement~~its ofDMA. ~~DTV~~In ~~operations~~addition, atUnivision aRadio ~~future~~owned ~~date. All~~and ~~broadcasters~~operated ~~are~~stations’ ~~required~~sales todepartments ~~operate~~utilize research, ~~exclusively~~including inboth ~~the~~ratings ~~digital~~and ~~mode~~demographic ~~and~~information, ~~surrender~~to ~~any~~negotiate ~~additional~~sales ~~channels~~contracts byas ~~December 31,~~well ~~2006.~~as ~~Congress~~target major local, ~~however~~regional, ~~has~~and ~~required~~national ~~the~~advertisers ~~FCC~~that toare ~~grant~~not ~~an extension~~purchasing ofadvertising time or that ~~deadline~~are under-purchasing ~~specific~~advertising ~~circumstances~~time on Spanish-language and Hispanic-targeted radio stations. The owned and operated stations also derive sales from the sponsorship and organization of various special events.

~~Other~~Interactive ~~Matters~~Media. ~~The~~ Univision ~~FCC~~Interactive ~~has~~Media, ~~numerous~~Inc. ~~other~~markets ~~regulations~~its ~~and~~products ~~policies~~across ~~that~~all ~~affect~~Univision ~~its licensees~~properties, ~~including~~generating ~~rules~~advertising ~~requiring close-captioning~~revenues tofrom ~~assist~~top ~~television~~tier ~~viewing~~advertisers ~~by the physically handicapped~~ and ~~the~~data ~~equal~~services ~~employment opportunities ("EEO") rule requiring broadcast licensees to provide equal opportunity~~ in ~~employment to~~the ~~all~~U.S., ~~qualified job applicants~~ and ~~prohibiting~~is represented ~~discrimination against any person~~ by ~~broadcast~~a ~~stations~~cross ~~based~~platform onsales ~~race,~~force. ~~color, religion, national origin or gender~~Univision.com ~~The~~primarily ~~EEO~~recognizes ~~rule~~advertising ~~also~~and ~~requires~~sponsorship ~~each station to widely disseminate information concerning its full-time job vacancies~~revenue, ~~with~~while ~~limited~~Univision ~~exceptions,~~Móvil ~~provide~~derives ~~notice~~revenue offrom ~~each~~data ~~full-time job vacancy to recruitment organizations that have requested such notice~~services, ~~and~~sponsorships ~~complete a certain number of longer-term recruitment initiatives within a two-year period. Licensees are also required to collect, submit to the FCC~~ and~~/or~~ ~~maintain for public inspection extensive documentation regarding a number of aspects of its station operations~~advertising.

~~The foregoing~~Competition does not purport to be a complete summary of all of the provisions of the Communications Act, or of the regulations and policies of the FCC thereunder. Proposals for additional or revised regulations and requirements are pending before, and are considered by, Congress

16Our business is highly competitive. Competition for advertising revenues is based on the size of the market that the particular medium can reach, the cost of such advertising and the effectiveness of such medium.

The Company’s television business competes for viewers and revenues with other Spanish-language and English-language television stations and ~~federal~~networks, ~~regulatory~~including ~~agencies~~the ~~from~~seven ~~time~~English-language tobroadcast ~~time~~television networks as well as approximately 81 daily-measured ad-supported cable networks. WeMany ~~generally~~of ~~cannot~~these ~~predict~~competitors ~~whether~~are ~~new~~owned ~~legislation,~~by ~~court~~companies ~~action~~much orlarger ~~regulations,~~and orhaving afinancial ~~change~~strength ingreater than the ~~extent~~Company. Certain of ~~application~~the orEnglish-language ~~enforcement~~networks ofhave ~~current laws~~begun producing Spanish-language programming and ~~regulations,~~simulcasting ~~would~~certain programming in English and Spanish. Several cable broadcasters have anrecently ~~adverse~~commenced ~~impact~~or onannounced ~~our~~their ~~operations~~intention to commence Spanish-language services as well.

~~RISK~~The ~~FACTORS~~ Company’s radio business competes for audiences and advertising revenues with other radio stations of all formats. In addition, the radio broadcasting industry is subject to competition from new media technologies that are being developed or introduced such as (1) satellite-delivered digital audio radio service, which has

~~You~~10 should carefully consider the following discussion of risks and the other information included in this report in evaluating the Company and our business. The risks described below are not the only ones facing the Company. Additional risks that we are not presently aware of or that we currently believe are immaterial may also impair our business operations.

CancellationsTable or reductions of advertising could reduce our revenues. Contents

We resulted ~~have~~ in the ~~past~~introduction ~~derived, and we expect the Company to continue to derive, substantially all~~ of ~~its~~new ~~revenues~~subscriber ~~from~~based ~~advertisers.~~satellite ~~Other~~radio ~~than~~services ~~television~~with ~~network advertising,~~numerous ~~some~~niche offormats; ~~which is presold on an annual basis, we generally have not obtained,~~ and we(2) audio doprogramming ~~not~~by ~~expect~~cable ~~to obtain~~systems, ~~long-term commitments from advertisers. Therefore, advertisers~~ ~~generally~~direct ~~may~~broadcast ~~cancel,~~satellite ~~reduce or postpone orders without penalty. Cancellations~~systems, ~~reductions~~Internet orcontent ~~delays in purchases of advertising could~~providers, ~~and~~personal ~~often~~communications ~~do,~~services ~~occur as a result of a strike; a general economic downturn; an economic downturn in one or more industries or in one or more geographic areas; changes in population, demographics, audience tastes,~~ and other ~~factors~~digital ~~beyond~~audio ~~our~~broadcast ~~control; or a failure to agree on contractual terms~~formats. Since the middle of the third quarter of 2000, there has been a general slowdown in the advertising industry. As a result of this slowdown, some advertisers have cancelled, reduced or postponed their orders with us. Future events, similar to those that occurred on September 11, 2001, may require us to program without any advertising, which in turn could reduce our revenues and results of operations.

~~In addition,~~Many of our ~~stations~~competitors ~~compete~~have ~~for~~more ~~audiences and advertising directly with other~~ television and radio stations., Ingreater ~~the~~resources ~~radio~~(financial ~~industry,~~or ~~for~~otherwise) ~~example,~~and ~~stations~~broader ~~can~~relationships ~~change~~with ~~their programming~~advertisers ~~format~~than ~~without~~we ~~any regulatory approval~~do. ~~In fact~~Furthermore, ~~according~~because toour ~~the FCC, in the four years prior to September 22, 2003, approximately 163 radio stations switched from an~~ English-language ~~format~~competitors toare aperceived ~~Spanish-language format and approximately 77 radio stations switched from a Spanish-language format~~ to ~~an English-language format. Accordingly, the competitive climate can~~reach ~~change rapidly and unpredictably in any particular geographic market. If~~ a ~~competing~~broader ~~radio~~audience ~~station~~than ~~converts~~we ~~to a format similar to that of one of our stations~~do, orthey ifhave inbeen ~~general~~able ~~one~~to orattract ~~our~~more ~~competitors~~advertisers ~~strengthens~~and ~~its~~command ~~operations,~~higher ~~our~~advertising ~~radio~~rates ~~stations~~than ~~could~~we ~~suffer a reduction in ratings and advertising revenue~~have.

~~Because~~The Company ~~the~~also ~~U.S.~~competes ~~Hispanic~~for ~~population~~audience isand ~~concentrated~~revenues ~~geographically~~with independent television and radio stations, ~~our~~other ~~results~~media, suppliers of ~~operations~~cable ~~are~~television ~~sensitive~~programs, todirect ~~the~~broadcast ~~economic~~systems, ~~conditions~~newspapers, inmagazines ~~particular~~and ~~markets,~~other forms of entertainment and ~~negative~~advertising. ~~events~~The Company’s television affiliates located near the Mexican border also compete for viewers with television stations operated in ~~those~~Mexico, ~~markets~~many ~~could~~of ~~reduce~~which ~~our~~are ~~revenues~~affiliated with a Televisa network and are owned by Televisa.

~~Approximately~~The ~~33%~~Company’s share of ~~all~~overall television and radio audience has increased over the past five years. The Company attributes this to the growth of the U.S. ~~Hispanics~~Hispanic ~~live~~population, inthe quality of our programming and the ~~Los~~quality ~~Angeles~~and experience of our management. Telemundo, ~~New~~a ~~York~~subsidiary ~~and~~of ~~Miami-Fort~~NBC, ~~Lauderdale~~a ~~markets~~division of General Electric, ~~and~~is the ~~top~~Company’s ~~ten~~largest ~~U.S.~~television ~~Hispanic~~competitor ~~markets~~that broadcasts ~~collectively~~Spanish-language ~~account~~television ~~for~~programming. ~~approximately~~In ~~55%~~most of the ~~U.S.~~Company’s ~~Hispanic~~DMAs, ~~population~~the Company’s affiliates compete for advertising dollars directly with a station owned by or affiliated with Telemundo, as well as with other Spanish-language and English-language stations. ~~Our~~Clear ~~revenues~~Channel ~~are~~(the ~~similarly~~largest ~~concentrated~~radio operator in ~~these~~the ~~key~~United ~~markets.~~States), AsCBS aRadio, ~~result~~Spanish Broadcasting System, anLiberman ~~economic~~Broadcasting ~~downturn~~and Border Media Partners are the Company’s largest radio competitors that broadcast Spanish-language radio programming in several of the Company’s DMAs. Additionally, ~~increased~~the Company faces competition from English-language stations that offer programming targeting Hispanic audiences. Clear Channel has established a Hispanic radio division and has begun converting stations to Hispanic targeted formats, in English or ~~another~~ ~~significant~~Spanish, ~~negative~~seeking ~~event~~niche formats within the current music available in ~~these~~Spanish ~~markets~~or ~~could~~appealing ~~reduce~~to ~~our~~Hispanics. ~~revenues~~Radio One converted a station to Spanish and ~~results~~Spanish Broadcasting ofSystem ~~operations~~has ~~more~~entered ~~dramatically~~into ~~than~~a ~~other~~strategic ~~companies~~alliance ~~that~~with doViacom ~~not~~to ~~depend~~allow asit ~~much~~to promote its radio stations on ~~these~~Viacom outdoor properties. ABC Radio networks and Spanish Broadcasting Systems have joined forces to syndicate three popular Hispanic morning shows nationally and in markets where the Company competes.

~~Because~~The rules and policies of ~~our~~the ~~concentrated~~Federal ~~share~~Communications ~~ownership,~~Commission (“FCC”) ~~Mr. Perenchio~~encourage ~~has~~increased ~~control~~competition ~~over~~among ~~our~~different ~~business~~electronic ~~and~~communications ~~future~~media. ~~direction~~As a result of rapidly developing technology, ~~which~~the ~~could~~Company ~~delay~~may orexperience ~~prevent~~increased uscompetition from ~~being~~other ~~acquired~~free or pay systems by which information and ~~could~~entertainment ~~prevent~~are ~~our~~delivered ~~stockholders~~to ~~from~~consumers, ~~realizing~~such aas ~~premium~~direct ~~for~~broadcast ~~their~~satellite ~~shares~~and ofvideo ~~common~~dial ~~stock~~tone services.

~~Mr. A.~~Satellite-delivered ~~Jerrold~~audio, including ~~Perenchio~~Sirius ~~beneficially~~XM ~~owns~~Satellite ~~all~~Radio, ofprovides ~~our~~a ~~outstanding~~medium ~~Class P~~for ~~common~~the ~~stock,~~delivery ~~which~~by ~~gives~~satellite ~~him~~or ~~ten~~supplemental ~~votes~~terrestrial ~~per~~means ~~share~~of ~~compared~~multiple tonew ~~the~~audio ~~one~~programming ~~vote per~~formats ~~share~~to oflocal ~~all~~and/or ofnational ~~our other capital stock~~audiences. As

17Univision Interactive Media, Inc. shares the digital Hispanic marketplace with various competitors such as Yahoo! en Español, Terra and AOL Latino, as well as individual companies providing content, commerce, community and similar offerings. In addition, it competes with other prominent multi-platform media companies.

~~of December 31,~~Employees 2003, and assuming no exercise of options or warrants, Mr. Perenchio controlled approximately 60% of the voting power of the Class A and P common stock (which vote together to elect all of our directors except two), and approximately 57% of our overall voting power. Therefore, Mr. Perenchio has control over all matters submitted to our stockholders for vote (subject to supermajority board approvals and subject to class voting required by law), including election of directors, proxy contests, mergers, and other transactions that could give our stockholders the opportunity to realize a premium over the then prevailing market price for their shares of common stock.

~~Because~~As ~~our~~of December 31, 2008, the Company employed approximately 4,107 full-~~power~~time employees. ~~television~~Approximately 7.6% ~~stations~~of ~~rely~~these onemployees ~~"must~~are ~~carry"~~located ~~rights~~in toChicago, ~~obtain~~Los ~~cable~~Angeles, ~~carriage~~San Francisco, ~~new~~New ~~laws~~York orand ~~regulations~~Puerto ~~that~~Rico, ~~eliminate~~and orare ~~limit~~represented by unions. The Company has collective bargaining agreements covering the ~~scope~~union ofemployees ~~these~~with ~~rights~~varying ~~could~~expiration ~~significantly~~dates ~~reduce~~through ~~our~~2011. ~~ability~~The toCompany ~~obtain~~is ~~cable~~negotiating ~~carriage~~the collective bargaining agreements, which have expired, at the Los Angeles, San Francisco and ~~therefore~~Puerto ~~revenues.~~ Rico television

~~Pursuant~~11 to the "must carry" provisions of the Cable Television Consumer Protection and Competition Act of 1992, television broadcast stations may demand that a cable operator carry its signal if the cable operator serves the same market as the broadcast station. However, the broadcast station cannot demand compensation from the cable operator. A demand for carriage is commonly referred to as "must-carry." The future of "must carry" rights is uncertain, especially as they relate to the carriage of digital television. The current FCC rules relate only to the carriage of analog television signals, and it is not clear what, if any, "must-carry" rights television broadcast stations will have after a transition to digital television. Our full-power television stations rely on "must-carry" rights to obtain cable carriage. New laws or regulations that eliminate or limit the scope of these cable carriage rights could significantly reduce our ability to obtain cable carriage, which would reduce our ability to broadcast our programming and consequently our ability to generate revenues from advertising.

WeTable may need to allocate significant amounts of our cash flow to make payments on our indebtedness, which in turn could reduce our financial flexibility and ability to fund other activities. Contents

At stations ~~December 31,~~and ~~2003,~~the weNew ~~had~~York ~~total~~television ~~indebtedness,~~and ~~including~~radio ~~capital~~stations, ~~lease~~which ~~obligations~~collectively ofaccount ~~approximately~~for ~~$1.~~4 ~~billion~~.5% ~~This~~of ~~could~~the ~~have~~Company’s ~~important consequences~~full-time ~~depending on our financial needs~~employees. ~~For~~Management ~~example,~~believes that ~~because~~its itrelations ~~could~~with ~~require~~its usnon-union toand ~~dedicate~~union aemployees, ~~substantial~~as ~~portion~~well ofas ~~our~~with ~~cash~~the ~~flow~~union ~~from operations to payments on our indebtedness~~representatives, ~~the indebtedness~~are ~~could:~~generally good.

~~These in~~Federal ~~turn could place us at a competitive disadvantage compared to our competitors that have less debt and therefore more financial resources to dedicate to operations.~~ Regulation

~~Assuming we~~The ~~continue to comply with certain financial ratios and other conditions in our bank credit agreement~~ownership, ~~our~~operation ~~remaining principal repayment~~ and ~~interest~~sale ~~obligations~~of ~~(including estimated~~television ~~interest expense)~~ and ~~capital~~radio ~~lease~~broadcast ~~obligations~~stations ~~during~~are ~~2004~~subject ~~will total approximately $64 million. Our ability~~ to ~~meet~~the ~~these~~jurisdiction ~~obligations~~of ~~will~~the ~~depend~~FCC onunder ~~our ability to continue to~~the ~~generate~~Communications ~~cash~~Act inof ~~the future. This~~1934, toas aamended ~~certain~~(the ~~extent,~~“Communications isAct”). ~~subject~~The toCommunications ~~general~~Act ~~economic, financial, competitive~~ and ~~other~~FCC ~~factors~~regulations ~~that~~establish ~~are~~an ~~beyond~~extensive ~~our~~system ~~control,~~of ~~and~~regulation ~~it is not certain that our business will continue~~ to ~~generate~~which ~~sufficient cash flow from operations in~~ the ~~future~~Company’s orstations ~~that~~are ~~future~~subject. ~~borrowings~~The orFCC ~~other~~may ~~capital~~impose ~~will be available at all or on reasonable terms in an amount sufficient to~~substantial ~~enable~~penalties usfor toviolation ~~make~~of ~~payments~~its onregulations, ~~our~~including ~~indebtedness.~~fines, Iflicense ~~we do incur additional indebtedness~~revocations, ~~the~~denial ~~new~~of ~~debt,~~license ~~when~~renewal ~~added~~or torenewal ~~our~~of ~~current~~a ~~debt~~station’s ~~levels,~~license ~~could~~for ~~augment~~less than the ~~risks~~normal ~~described above~~term.

18Licenses and Applications. Each television and radio station that we own must be licensed by the FCC. Licenses are granted for periods of up to eight years and we must obtain renewal of licenses as they expire in order to continue operating the stations. We must also obtain FCC approval prior to the acquisition or disposition of a station, the construction of a new station or modification of the technical facilities of an existing station. Interested parties may petition to deny such applications and the FCC may decline to renew or approve the requested authorization in certain circumstances. Although we have generally received such renewals and approvals in the past, there can be no assurance that we will continue to do so in the future.

~~Failure~~Programming and Operation. The Communications Act requires broadcasters to ~~properly~~serve ~~manage~~the ~~our~~public ~~rapid~~interest ~~growth~~through ~~could~~programming ~~distract~~that ~~our~~is ~~management~~responsive orto ~~waste~~local ~~our~~community ~~resources~~problems, needs and interests. Our stations must also adhere to various content regulations that govern, among other things, political and commercial advertising, sponsorship identification, contests and lotteries, television programming and advertising addressed to children, payola and obscene and indecent broadcasts.

WeOwnership ~~have~~Restrictions. FCC ~~significantly~~rules ~~increased~~permit ~~our~~us ~~business~~to ~~within~~own aup ~~short~~to ~~period~~two oftelevision ~~time~~stations ~~both~~with ~~internally~~overlapping ~~and~~contours ~~through~~where ~~acquisitions.~~the Westations ~~have~~are ~~commenced~~in different aDMAs, ~~new~~where ~~network,~~certain ~~TeleFutura, we~~specified ~~have~~signal ~~more~~contours ~~than~~do ~~doubled~~not ~~the~~overlap, ~~number~~where ofa ~~our~~specified ~~wholly~~number ~~owned~~of separately-~~and-operated~~owned full-power ~~television~~broadcast stations ~~since~~will ~~June 2001,~~remain ~~and~~after wethe ~~have~~combination ~~entered~~is ~~into~~created ~~three~~or ~~new~~where certain waiver criteria are met. Rules also ~~lines~~limit the number of ~~business~~radio stations that we may own in any single market (defined by Arbitron or by certain signal strength contours). The FCC’s “cross-ownership rule” permits a party to own both television and radio stations in the same local market in certain cases, ~~music~~depending ~~and~~primarily ~~Internet)~~on the number of independent media voices in that market. The “national audience cap” prohibits us from owning stations that, in the aggregate, reach more than a specified percentage of the national audience.

~~For example,~~Alien asOwnership. The aCommunications ~~result~~Act ofgenerally ~~our~~prohibits ~~acquisition~~foreign ofparties ~~HBC,~~from wehaving ~~are~~more inthan ~~the~~a 20% ~~process~~interest ofin ~~combining~~a ~~corporate~~licensee ~~cultures,~~entity ~~business~~or ~~processes~~more ~~and~~than ~~methods,~~a ~~operations~~25% ininterest ~~the television business with operations~~ in the ~~radio~~parent ~~business~~entity ~~and the approximately 3,100 Univision full-time employees as~~ of ~~September 30,~~a ~~2003~~licensee. ~~with~~The ~~the~~Company ~~approximately~~believes 1that,~~175~~ ~~HBC full-time employees~~ as ofpresently ~~that date. As a result~~organized, ~~our~~it ~~management~~complies ~~has~~with ~~assumed significantly greater responsibilities resulting from combining~~ the ~~two~~FCC’s ~~companies,~~foreign ~~and~~ownership ~~we cannot assure you that management will effectively operate the combined company~~restrictions.

~~One aspect~~Network ofRegulation. FCC ~~our~~rules affect ~~strategy~~the isnetwork-affiliate torelationship. ~~acquire~~Among ~~television~~other ~~and~~things, ~~radio~~these ~~stations~~rules ~~and~~require ~~convert~~that ~~them~~network affiliation toagreements a(i) prohibit ~~Spanish-language~~networks orfrom ~~other~~requiring ~~Hispanic-targeted~~affiliates ~~format.~~to ~~This~~clear ~~conversion~~time ~~strategy~~previously ~~requires~~scheduled afor ~~heavy initial~~other ~~investment~~use, of(ii) permit ~~both~~affiliates ~~financial~~to ~~and~~preempt ~~management~~network ~~resources.~~programs ~~Start-up~~that ~~stations~~they ~~typically~~believe ~~incur~~are ~~losses~~unsuitable for atheir ~~period~~audience ~~approximately~~and (iii) permit 12affiliates to ~~18 months~~substitute ~~from~~programs ~~the~~that ~~date~~they ofbelieve ~~launch~~are of ~~a station's~~greater ~~format~~local ~~because~~or ofnational ~~the~~importance ~~time~~for ~~required~~network ~~to build up ratings and station loyalty~~programs. WeThe ~~cannot~~Company ~~guarantee~~believes that ~~this~~its ~~strategy~~network ~~will~~affiliation beagreements ~~successful~~are in ~~any~~material ~~given~~conformity ~~market,~~with ~~even~~those ~~though~~rules, ~~we may incur costs and~~as ~~losses~~presently ~~in implementing this part of our strategy~~interpreted.

~~In general,~~Cable weand ~~may~~Satellite ~~continue~~Carriage. FCC torules ~~grow~~require ~~rapidly,~~that ~~and~~television ~~this~~stations ~~strategy~~make ~~could~~an ~~involve~~election ~~numerous~~every ~~risks,~~third year ~~including~~to ~~the~~exercise ~~risk~~either ~~that~~“must-carry” ~~certain~~or ~~acquisitions~~“retransmission ~~may~~consent” ~~prove~~rights ~~unprofitable~~in orconnection ~~fail~~with tolocal ~~generate anticipated~~cable ~~cash flows~~carriage. InStations ~~addition,~~which ~~our~~fail ~~growth~~to ~~strategy~~make ~~could result in~~ a ~~strain~~cable oncarriage ~~our~~election ~~infrastructure~~are ~~and~~assumed ~~internal systems or require us~~ to ~~recruit~~have ~~additional~~elected ~~senior management~~“must-carry.” ~~Failure to~~Stations ~~effectively~~electing ~~integrate newly~~must-~~acquired~~ ~~companies~~carry ormay ~~newly-entered~~require ~~businesses~~carriage ~~could~~on ~~undermine~~certain ~~the~~channels ~~potential~~on ~~benefits~~cable ~~intended~~systems bywithin ~~acquisitions~~their ormarket. ~~entry~~Must-carry ~~into~~rights ~~new~~are ~~businesses,~~not ~~could distract our management,~~ ~~or could require us to unexpectedly allocate substantial resources (financial and otherwise) to the integration efforts.~~

~~Executive~~12 ~~Officers~~

TheTable executive officers of the Company serve at the discretion of its Board of Directors subject to certain employment agreements. Messrs. Blank, Kranwinkle, Hobson, Rodriguez and Tichenor have employment agreements with the Company. Contents

~~The~~ ~~executive~~absolute, ~~officers~~however, ofand ~~the~~are ~~Company~~dependent ason a number of ~~December 31~~factors, ~~2003~~which ~~were~~may asor ~~follows:~~may not be present in a particular case. Cable systems are prohibited from carrying the signals of a station electing retransmission consent until an agreement is negotiated with that station.

Name	Age	Position
A. Jerrold Perenchio	73	Chairman of the Board and Chief Executive Officer
George W. Blank	52	Executive Vice President and Chief Financial Officer
Robert V. Cahill	72	Vice Chairman and Corporate Secretary
Andrew W. Hobson	42	Executive Vice President
C. Douglas Kranwinkle	63	Executive Vice President and General Counsel
Ray Rodriguez	52	Director, President of Univision Network, TeleFutura Network and Galavisión Network
McHenry T. Tichenor, Jr.	48	Director, President of Univision Radio

The FCC has adopted rules designed to ensure that cable subscribers, including those with analog TV sets, can continue to view broadcast television programming after the transition to digital television occurs on June 12, 2009. By statute when carrying local broadcast station, cable operators must make that station’s primary video and program-related material viewable by all of their subscribers. Cable operators may choose to comply with the viewability requirement by either: (1) carrying the digital signal in analog format, or (2) carrying the signal only in digital format, provided that all subscribers have the necessary equipment to view the broadcast content. Low capacity cable systems are not subject to these obligations.

19Direct Broadcast Satellite (“DBS”) systems provide television programming on a subscription basis to consumers that have purchased and installed a satellite signal receiving dish and associated decoder equipment. Under the Satellite Home Improvement Act, satellite carriers are permitted to retransmit a local television station’s signal into its local market with the consent of the local television station. If a satellite carrier elects to carry one local station in a market, the satellite carrier must carry the signals of all local television stations that also request carriage. All television stations operated by the Company at the time of election made timely elections for DBS carriage and the Company intends to seek DBS carriage for each of its eligible stations.

~~Mr. Perenchio has~~A ~~been~~number ~~Chairman~~ of ~~the~~entities ~~Board~~have ~~and~~commenced ~~Chief~~operation, ~~Executive~~or ~~Officer~~announced plans to commence operation of ~~the~~Internet ~~Company~~protocol ~~since~~video ~~December 1992.~~systems, ~~From~~using ~~December 1992~~digital ~~through~~subscriber ~~January 1997~~line (“DSL”), hefiber ~~was also~~optic to the ~~Company's~~home ~~President.~~(“FTTH”) and ~~Mr. Perenchio~~other ~~has~~distribution ~~owned~~technologies, ~~and~~some ~~been~~of ~~active~~which inclaim ~~Chartwell~~they ~~Partners~~are ~~LLC~~not ~~since~~subject itto ~~was~~regulation ~~formed~~as incable ~~1983~~systems. ~~Chartwell~~The ~~Partners~~issue ~~LLC~~of iswhether anthose ~~investment~~services ~~firm~~are ~~that~~subject isto ~~active~~the inexisting ~~the media~~cable ~~and~~television ~~communications~~regulations, ~~industry~~including must-carry obligations, has not been resolved.

MrDTV. ~~Blank~~FCC rules require full-power analog television stations, such as ours, to transition from currently-provided analog service to digital (“DTV”) service. The FCC has ~~been~~made ~~Executive~~channel ~~Vice~~assignments, ~~President~~but ~~and~~some ~~Chief~~requests ~~Financial~~for ~~Officer~~modification of those assignments remain to be resolved. We are unable to predict at this time when the ~~Company~~channel assignment ~~since~~process ~~December~~will be completed. We are in the process of implementing plans to operate each of our full-power stations in the digital mode. Federal law requires full-power TV stations to complete the digital transition (operating exclusively in the digital mode and surrendering any additional channels) by June ~~1992~~12, 2009, although certain analog stations may continue to operate for a one-month period following that date for the purposes of providing transition and emergency information.

MrOther Matters. ~~Cahill~~ The FCC has ~~been~~numerous ~~Vice~~other ~~Chairman~~regulations and ~~Corporate~~policies ~~Secretary~~that ofaffect its licensees, including rules requiring close-captioning to assist television viewing by those with hearing difficulties and the ~~Company~~equal ~~since~~employment ~~May 2001.~~opportunities ~~From~~(“EEO”) ~~December 1992~~rule ~~until~~requiring ~~May 2001~~broadcast licensees to provide equal opportunity in employment to all qualified job applicants and prohibiting discrimination against any person by broadcast stations based on race, Mrcolor, religion, national origin or gender. ~~Cahill~~ ~~was~~The ~~Secretary~~EEO rule also requires each station to widely disseminate information concerning its full-time job vacancies with limited exceptions, provide notice of each full-time job vacancy to recruitment organizations that have requested such notice and ~~Vice~~engage ~~President~~in a certain number of ~~the~~longer-term ~~Company.~~recruitment Mrinitiatives. ~~Cahill~~ ~~has~~Licensees ~~been~~are ~~Executive~~also ~~Vice~~required ~~President~~to collect, submit to the FCC and/or ~~General~~maintain ~~Counsel~~for public inspection extensive documentation regarding a number of ~~Chartwell~~aspects ~~Partners~~of their station operations. A recent decision of the FCC contemplates expansion of the material that must be compiled and made available for public inspection, anand ~~affiliate~~provides for much of Mrthat material to be made available on each station’s public website. ~~Perenchio~~ Other recent decisions require all broadcast station advertising contracts to contain nondiscrimination clauses, ~~since~~and permit ~~1985~~wireless operations on television channels in so-called “White Areas,” which may result in interference to broadcast transmissions.

~~Mr. Hobson has~~In ~~been~~addition, ~~Executive Vice President of~~ the ~~Company~~FCC ~~since~~has ~~2001.~~proposed, ~~From~~and ~~1994~~in tosome ~~2000~~cases adopted, ~~Mr. Hobson~~a ~~was~~number anof ~~Executive~~changes ~~Vice~~in ~~President~~its ofregulations ~~Univision~~which ~~Network. Mr. Hobson~~could ~~served~~increase asthe acost ~~Principal~~of atregulatory ~~Chartwell~~compliance ~~Partners~~by ~~LLC~~the Company, anincluding ~~affiliate~~a ofrequirement ~~Mr. Perenchio~~that ~~from~~a ~~1990~~station’s main ~~to 1994.~~

~~Mr. Kranwinkle has~~13 been Executive Vice President and General Counsel of the Company since September 2000. From January 1989 until September 2000, Mr. Kranwinkle was a partner of O'Melveny & Myers LLP, a law firm. While at O'Melveny & Myers LLP, Mr. Kranwinkle was the managing partner of its New York office from December 1993 until June 1997, and the firm's managing partner from April 1996 until September 2000.

Mr. Rodriguez hasTable been President of Univision Network since December 1992. In addition, Mr. Rodriguez has been President and Chief Operating Officer of TeleFutura Network and Galavisión Network since August 2001. Mr. Rodriguez serves as a member of the Board of Directors of the Company. Contents

~~Mr. Tichenor~~ ~~has~~studio ~~been~~be ~~President~~physically oflocated ~~Univision~~in ~~Radio~~its ~~since~~community ~~September 22~~of license, ~~2003.~~proposed ~~From~~minimum ~~February 1997~~programming ~~until~~requirements, ~~September 2003~~mandatory community advisory boards, ~~Mr. Tichenor~~a ~~was~~prohibition ~~the~~on unattended ~~Chairman~~operation of ~~the~~ ~~Board~~stations, ~~President,~~increased ~~Chief~~EEO ~~Executive~~reporting ~~Officer~~requirements, and alimitations ~~director~~on ofproduct ~~Hispanic~~placement ~~Broadcasting~~and ~~Corporation.~~embedded Mradvertising. ~~Tichenor~~ ~~serves~~We ascannot apredict ~~member~~which, ofif ~~the~~any, ~~Board~~ of ~~Directors~~these ofproposals ~~the~~ultimately ~~Company~~will be adopted.

The foregoing does not purport to be a complete summary of all of the provisions of the Communications Act, or of the regulations and policies of the FCC thereunder. Proposals for additional or revised regulations and requirements are pending before, and are considered by, Congress and federal regulatory agencies from time to time. We generally cannot predict whether new legislation, court action or ~~ITEM~~regulations 2or a change in the extent of application or enforcement of current laws and regulations, would have an adverse impact on our operations. ~~Properties~~

~~The~~ITEM ~~principal~~1A. ~~buildings~~Risk ~~owned or leased by the Company are described below:~~ Factors

~~Principal~~You ~~Properties~~should carefully consider the following discussion of risks and the other information included in this report in evaluating the Company~~(1)~~ and our business. The risks described below are not the only ones facing the Company. Additional risks that we are not presently aware of or that we currently believe are immaterial may also impair our business operations.

Location	Aggregate Size of Property in Square Feet (Approximate)	Owned or Leased	Lease Expiration Date
Miami, FL	257,189	Owned	—
Miami, FL	118,107	Leased	10/23/07	(2)
Los Angeles, CA	166,400	Leased	10/31/21	(3)
New York, NY	73,322	Leased	6/30/15
Teaneck, NJ	47,617	Leased	7/31/12	(2)

Cancellations, reductions or postponements of advertising, in part due to the economic downturn, could reduce our revenues.

20We have in the past derived, and we expect to continue to derive, a significant amount of our revenues from our advertisers. Other than some television network advertising that is presold on an annual basis, we generally have not obtained, and we do not expect to obtain, long-term commitments from advertisers. Therefore advertisers generally may cancel, reduce or postpone orders without penalty. Cancellations, reductions or postponements in purchases of advertising could, and often do, occur as a result of a general economic downturn; an economic downturn in one or more industries that have historically invested in advertising on our platforms; an economic downturn in one or more major markets such as Los Angeles, New York or Miami-Fort Lauderdale; a strike; changes in population, demographics, audience preferences and other factors beyond our control; or a failure to agree on contractual terms with advertisers.

InDue ~~December 2003,~~to the ~~Company~~current ~~entered~~economic ~~into~~downturn, amany ~~40-year~~of ~~lease~~our ~~for~~advertisers ahave ~~three-story~~reduced ~~building~~spending ~~with~~on ~~approximately~~advertising. ~~92,500~~Our ~~square~~net ~~feet~~revenue was $2.0 billion for the ~~relocation~~fiscal ofyear ~~its~~ended ~~owned~~December 31, ~~and/or operated~~2008 ~~television~~compared ~~and~~to ~~radio~~$2.1 ~~stations~~billion ~~and~~for ~~studio~~the ~~facilities~~same period in ~~Puerto~~2007, ~~Rico~~in part due to reduced spending on advertising. The ~~building~~economy ~~will~~has beworsened ~~constructed~~in the first three months of 2009 and ~~owned~~there bycan be no assurance that the ~~landlord,~~economy ~~with~~will ~~occupancy~~not ofcontinue to worsen. If the ~~premises~~economy ~~expected~~continues ~~during~~to ~~the~~worsen, ~~latter~~this ~~part~~may further adversely impact spending on ofadvertising, ~~2005.~~which ~~The~~would ~~sum~~adversely affect our revenues and results of ~~the~~operations. ~~lease~~In ~~payments~~addition, ~~will~~major beincidents ~~approximately~~of ~~$67~~terrorism,~~000~~ war,~~000~~ ~~over~~natural ~~40 years~~disasters ~~beginning~~or onsimilar ~~the~~events ~~expected~~may ~~lease~~require ~~commencement~~us ~~date~~to ofprogram ~~August 31,~~without ~~2005~~any advertising. ~~The~~Any ~~lease~~material ~~has been~~cancellations, ~~capitalized~~reductions, byor postponements of advertising for any of the ~~Company~~foregoing atreasons ~~its~~would ~~estimated~~adversely ~~fair~~affect ~~value~~our revenues and results of ~~$30,385,000~~operations.

~~The Miami~~Because ~~owned facilities house Univision Network and TeleFutura Network administration, operations (including uplink facilities), sales, production, news. In addition, Galavisión operations, WLTV and WAMI,~~ the ~~Miami stations, occupy space in Univision Network's and TeleFutura Network's facilities~~ U.S. ~~The~~Hispanic ~~Company~~population ~~broadcasts~~is ~~its~~concentrated ~~programs to the Company's affiliates on three separate satellites from four transponders~~geographically, ~~one~~our ofresults ~~which is owned and three~~ of ~~which~~operations are ~~leased~~sensitive ~~pursuant~~ to ~~two~~the ~~lease~~economic ~~agreements~~conditions ~~that expire~~ in ~~2012.~~particular Inmarkets ~~addition,~~and ~~the~~negative ~~Company~~events ~~uses~~in athose ~~fifth~~markets ~~transponder~~could ~~for~~reduce ~~news~~our ~~feeds~~revenues.

~~The Company~~Approximately ~~owns~~33% orof ~~leases~~all ~~remote~~U.S. ~~antenna~~Hispanics ~~space~~live ~~and~~in ~~microwave~~the ~~transmitter~~Los ~~space~~Angeles, ~~near~~New ~~each~~York ofand ~~its owned~~Miami-Fort Lauderdale markets and~~-operated~~ ~~stations~~the top ten U.S. ~~Also,~~Hispanic markets collectively account for approximately 55% of the ~~Company~~U.S. ~~leases~~Hispanic ~~space~~population. Our revenues are, therefore, concentrated in ~~public~~ ~~warehouses~~these ~~and~~key ~~storage~~markets. ~~facilities~~As a result, asan ~~needed~~economic downturn, ~~near~~increased ~~some~~competition, ofor ~~its~~another ~~owned-~~significant negative event in these markets could reduce our revenues and~~-operated~~ ~~stations~~results of operations more dramatically than other companies that do not depend as much on these markets.

~~The Company~~14 believes that its principal properties, whether owned or leased, are suitable and adequate for the purposes for which they are used and are suitably maintained for such purposes. Except for the inability to renew any leases of property on which antenna towers stand or under which the Company leases transponders, the inability to renew any lease would not have a material adverse effect on the Company's financial condition or results of operations since the Company believes alternative space on reasonable terms is available in each city.

ITEMTable 3.of Legal Proceedings Contents

OnWe ~~October 22,~~could ~~2003~~be ~~the~~adversely ~~National~~affected ~~Hispanic~~by ~~Policy~~strikes ~~Institute~~or ~~("NHPI")~~other ~~filed~~union ajob ~~notice of appeal with the United States Court of Appeals for the District of Columbia, challenging the FCC's decision consenting to the transfer of control of 62 radio stations from HBC to the Company~~actions. ~~The FCC is the appellee, and NHPI is seeking the Court of Appeals's reversal of the FCC's consent and remand for reconsideration.~~

~~The Company~~We isare ~~also~~directly ~~involved~~or inindirectly ~~litigation~~dependent ~~arising~~upon inhighly ~~the~~specialized ~~ordinary~~union ~~course~~members who are essential to the production of ~~business~~television programs and motion pictures. ~~Management~~A ~~has~~strike ~~accrued~~by, ~~amounts~~or ita ~~believes~~lockout ~~are~~of, ~~reasonable~~one ~~and~~or ~~any~~more ~~amounts~~of inthe ~~excess~~unions that provide personnel essential to the production of ~~those~~television programs or motion pictures could delay or halt our ongoing production activities. Such a halt or delay, depending on ~~accruals~~the length of time, ~~either~~could ~~alone~~cause a delay or interruption in ~~the~~our ~~aggregate~~release of new television programs and motion pictures, ~~would~~which ~~not~~could behave a material toadverse ~~the~~effect ~~Company.~~on ~~See~~our ~~"Notes~~business, toresults ~~Consolidated~~of ~~Financial~~operations ~~Statements—10.~~and ~~Contingencies~~financial condition."

The Screen Actors Guild’s (“SAG”) major contracts with the Alliance of Motion Picture and Television Producers expired in June 2008 and as ~~ITEM~~the 4.date ~~Submission~~of the filing of ~~Matters~~the annual report on Form 10-K, the parties have not entered into a replacement agreement. There is no assurance that SAG will not begin an industry-wide strike in the future. If a strike were to occur in the future and continue for an extended period of time, it may have a ~~Vote~~material adverse effect on our business, results of ~~Security~~operations ~~Holders~~ and financial condition.

~~Not~~Lack ~~applicable~~of audience acceptance of our content could decrease our ratings and, therefore, our revenues.

21Television and radio content production and distribution are inherently risky businesses because the revenues derived from the production and distribution of a television or radio program, and from the licensing of rights to the intellectual property associated with the program, depend primarily upon their acceptance by the public. The commercial success of a television or radio program also depends upon the quality and acceptance of other competing programs released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general or specific geographic economic conditions and other tangible and intangible factors, many of which are outside our control. Other television and radio stations may change their formats or programming, a new station may adopt a format to compete directly with one or more of our stations, or stations might engage in aggressive promotional campaigns. Certain of the English-language networks and others are producing Spanish-language programming and simulcasting certain programming in English and Spanish.

A decrease in our audience acceptance, whether because of these factors or otherwise, can lead to lower ratings. Rating points are the primary factors that are weighed when determining the advertising rates that we receive. Poor ratings can lead to a reduction in pricing and advertising ~~PART~~revenues. II As a result of the unpredictability of program performance and of competition, our stations’ audience ratings, market shares and advertising revenues may decline.

Because ~~ITEM~~our 5.programming ~~Market~~business ~~for~~is ~~Registrant's~~subject ~~Common~~to ~~Equity~~varying popularity, which we cannot predict at the time we incur related costs, our results of operations have fluctuated, and ~~Related~~may ~~Stockholder~~continue ~~Matters~~ to fluctuate, significantly from period to period.

~~The Company's~~We ~~Class A~~acquire ~~Common~~programming ~~Stock~~(including issports ~~listed~~programming) onand ~~the~~make ~~New~~long-term ~~York~~commitments ~~Stock~~in ~~Exchange~~advance of a season and in issome ~~traded~~cases ~~under~~make multi-year commitments even though we cannot predict the ~~symbol~~ratings ~~"UVN"~~they will generate. ~~The~~In ~~table~~addition, ~~below~~we ~~lists~~must still pay the ~~high~~same ~~and~~program ~~low~~license ~~sales~~fees ~~prices~~pursuant ~~for~~to the Amended PLA even if the programming supplied under the Amended PLA ~~Class A~~is ~~Common~~no ~~Stock~~longer aspopular ~~reported~~or onis not utilized to the ~~New~~same ~~York~~extent ~~Stock~~as ~~Exchange~~the ~~for~~programming ~~each~~that ~~full~~was ~~quarterly~~previously ~~period~~utilized. ~~within~~We may replace unpopular programming before we recapture any significant portion of the ~~two~~costs ~~most~~incurred ~~recent~~in ~~fiscal~~connection ~~years~~with the programming or before we have fully amortized the costs.

		Price Range
		High		Low
2002
	First Quarter	$	47.00	$	32.25
	Second Quarter	$	44.89	$	26.40
	Third Quarter	$	31.92	$	16.40
	Fourth Quarter	$	33.48	$	19.97
2003
	First Quarter	$	28.65	$	21.83
	Second Quarter	$	32.32	$	24.15
	Third Quarter	$	38.64	$	28.86
	Fourth Quarter	$	39.95	$	31.50

Operating results from our programming business fluctuate primarily with the acceptance of such programming by the public, which is difficult to predict. We report results of operations quarterly, and our results of operations and cash flows in any reporting period may be materially affected by the lack of popularity of programming, which may result in significant fluctuations from period to period. Thus, a shortfall, now or in the future, in the expected popularity of the sports events for which we have acquired rights, or in the television programming we expect to air, could lead to a fluctuation in our results of operation.

~~At February 5,~~15 ~~2004, the approximate number of stockholders of record of the Company's Class A Common Stock was 302.~~

The CompanyTable has never declared or paid dividends on any class of its common stock. The Company's current credit agreement restricts the payment of cash dividends on common stock. The Company currently intends to retain any earnings for use in its business and does not anticipate paying any cash dividends on its common stock in the foreseeable future. Future dividend policy will depend on the Company's earnings, capital requirements, financial condition and other factors considered relevant by the Board of Directors. Contents

The ~~information~~ ~~required~~popularity byof ~~this~~our ~~item~~network isand ~~contained~~TV ~~under~~stations and the ~~caption~~amount ~~"Equity~~of ~~Compensation~~fees ~~Plan~~we ~~Information~~are ~~for~~able ~~2003"~~to innegotiate aunder ~~definitive~~our “retransmission ~~Proxy~~consent” ~~Statement,~~agreements ~~which the registrant will file~~ with ~~the~~ ~~Securities~~distributors ~~and~~could ~~Exchange~~be ~~Commission~~adversely noaffected ~~later~~if ~~than~~Televisa ~~120 days~~prevails ~~after~~in ~~December 31,~~its ~~2003~~Internet ~~(the "Proxy Statement"), and such information is incorporated herein by reference~~claim.

22We receive substantial amounts of programming for our three networks from Televisa pursuant to the Amended PLA with Televisa. The programming we receive under the Amended PLA accounts for a majority of our prime time programming and a substantial portion of the overall programming on all three networks. In connection with the remaining litigation between us and Televisa involving the Original PLA, Televisa filed a complaint seeking a declaration that it may transmit or permit others to transmit any television programming into the United States over or by means of the Internet. This claim is not part of our settlement with Televisa and a separate trial with respect to the Internet issues is scheduled to begin April 21, 2009. We intend to continue to defend this remaining litigation and pursue our counterclaims vigorously.

If Televisa were able to transmit or permit others to transmit television programming into the United States that is the same as the programming on our networks over or by means of the Internet, in a manner we are not able to make such programming available, our ~~ITEM~~television 6audience may prefer to view the programming over the Internet. ~~Selected~~This ~~Financial~~could ~~Data~~ have a material adverse effect on the viewership of our TV stations and popularity of our network, which in turn would have a material adverse effect on our results of operations.

~~Presented~~Also, ~~below~~if isTelevisa were able to transmit or permit others to transmit such programming into the ~~selected~~United ~~historical~~States ~~financial~~over ~~data~~or by means of ~~Univision~~the ~~Communications Inc~~Internet prior to or at the same time as we broadcast the same programming on our networks, cable operators and other distributors of our programming would likely pay lower fees under retransmission consent agreements or refuse to enter into such agreements on terms acceptable to us. The resulting lower revenues and/or viewership could have a material adverse effect on our results of operations.

~~FIVE-YEAR~~If ~~SUMMARY~~we OFdo ~~SELECTED~~not ~~FINANCIAL~~successfully ~~DATA (In~~respond ~~thousands,~~to ~~except~~rapid ~~share~~changes in technology, services and ~~per-share~~standards, ~~data)~~ we may not remain competitive.

		2003			2002			2001			2000			1999
Income Statement Data (for the years ended December 31)
Net revenues		$	1,311,015		$	1,091,293		$	887,870		$	863,459		$	693,090
Direct operating expenses (excluding depreciation expense)			513,741			471,395			355,761			312,381			241,870
Selling, general and administrative expenses (excluding depreciation expense)			363,674			287,960			231,610			223,023			184,159
Depreciation and amortization			84,904			78,818			84,069			66,765			62,583
Operating income			348,696			253,120			216,430			261,290			204,478
Interest expense, net			71,322			87,233			53,463			30,097			27,459
Loss on extinguishment of debt			4,122			—			3,875			—			2,365
Amortization of deferred financing costs			3,832			3,846			2,488			1,361			1,441
Equity loss in unconsolidated subsidiaries and other			10,218			15,907			47,449			4,828			498
Gain on change in Entravision ownership interest			(1,611	)		(1,898	)		(4,552	)		—			—
Income before taxes			260,813			148,032			113,707			225,004			172,715
Provision for income taxes			105,386			61,504			61,296			108,081			91,782
Net income			155,427			86,528			52,411			116,923			80,933
Preferred stock dividends/accretion			—			(25	)		(70	)		(518	)		(540	)
Net income available to common stockholders		$	155,427		$	86,503		$	52,341		$	116,405		$	80,393
As adjusted net income available to common stockholders(a)		$	155,427		$	86,503		$	88,863		$	150,634		$	115,331
Earnings Per Share Available to Common Stockholders(b)
Basic Earnings Per Share
	Net income	$	0.61		$	0.39		$	0.25		$	0.57		$	0.42
	As adjusted net income(a)	$	0.61		$	0.39		$	0.43		$	0.74		$	0.60
	Weighted average common shares outstanding		253,853,027			224,344,335			208,110,727			204,893,438			192,971,418
Diluted Earnings Per Share
	Net income	$	0.55		$	0.34		$	0.22		$	0.49		$	0.34
	As adjusted net income(a)	$	0.55		$	0.34		$	0.37		$	0.64		$	0.49
	Weighted average common shares outstanding		283,838,587			256,337,046			239,817,378			238,963,587			236,236,626
Balance Sheet Data (at end of year)
Current assets		$	520,566		$	384,958		$	610,936		$	249,612		$	177,910
Total assets			7,642,917			3,402,396			3,178,387			1,448,305			974,457
Current liabilities			288,633			223,222			269,680			362,961			141,901
Long-term debt, including capital leases			1,368,346			1,432,233			1,662,018			377,689			303,138
Stockholders' equity			5,102,977			1,558,088			813,280			695,272			513,778
Other Data
Net cash provided by operating activities		$	329,777		$	155,199		$	217,295		$	236,238		$	186,957
Net cash used in investing activities			(197,360	)		(795,281	)		(816,175	)		(457,950	)		(38,936	)
Net cash (used in) provided by financing activities			(91,391	)		294,904			925,181			253,682			(138,429	)

Technology in the video, telecommunications, radio, and data services used in the entertainment and Internet industries is changing rapidly. Advances in technologies or alternative methods of product delivery or storage or certain changes in consumer behavior driven by these or other technologies and methods of delivery and storage could have a negative effect on our businesses. Examples of such advances in technologies include video-on-demand, satellite radio, video games, DVD players and other personal video and audio systems (e.g., iPods), wireless devices, text messaging and downloading from the Internet. For example, devices that allow users to view or listen to television or radio programs on a time-delayed basis and technologies which enable users to fast-forward or skip advertisements, such as DVRs (e.g., TiVo) and portable digital devices, may cause changes in consumer behavior that could affect the attractiveness of our offerings to advertisers, and could, therefore, adversely affect our revenues. In addition, further increases in the use of portable digital devices which allow users to view or listen to content of their own choosing, in their own time, while avoiding traditional commercial advertisements, could adversely affect our radio and television broadcasting advertising revenues. Other cable providers and direct-to-home satellite operators are developing new video compression techniques that allow them to transmit more channels on their existing equipment to highly targeted audiences, reducing the cost of creating channels and potentially leading to the division of the television marketplace into more specialized niche audiences. More television options increase competition for viewers and competitors targeting programming to narrowly defined audiences may gain an advantage over us for television advertising and subscription revenues. Such a competitive environment may increase the demand for programming thereby making it more expensive to acquire new programming or renew current programming. The ability to anticipate and adapt to changes in technology on a timely basis and exploit new sources of revenue from these changes will affect our ability to continue to grow and increase our revenue.

23Changes in U.S. communications laws or other regulations may have an adverse effect on our business.

The television ~~ITEM~~and 7radio industries in the U.S. ~~Management's~~are ~~Discussion~~highly regulated by U.S. federal laws and ~~Analysis~~regulations ofissued ~~Financial~~and ~~Condition~~administered by various federal agencies, including the FCC. The television and ~~Results~~radio ofbroadcasting ~~Operations~~

~~UNIVISION~~16 ~~COMMUNICATIONS INC. AND SUBSIDIARIES~~

Table Form 10-K Management's Discussion and Analysis of Financial Condition and Results of Operations Contents

~~Univision~~ industry is subject to extensive regulation by the FCC under the Communications ~~Inc~~ Act of 1934, as amended. For example, ~~together~~we are required to obtain licenses from the FCC to operate our radio and television stations with ~~its~~maximum ~~wholly~~terms ~~owned~~of ~~subsidiaries~~eight (years. We cannot assure you that the ~~"Company~~FCC will approve our future license renewal applications or that the renewals will be for full terms or will not include conditions or qualifications. The non-renewal," ~~"we~~or renewal with substantial conditions or modifications," ~~"us"~~of ~~and~~one "or more of our~~"),~~ ~~operates~~licenses incould ~~four~~have ~~business~~a ~~segments:~~material adverse effect on our revenues.

The U.S. Congress and the FCC currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide ~~majority~~variety of matters that could, directly or indirectly, affect the ~~Company's~~operation ~~net~~of ~~revenues~~each ~~have~~of ~~been~~our ~~primarily~~business ~~derived~~segments ~~from~~and ~~its~~ownership of our radio and television ~~segment~~properties. ~~Television~~For ~~net~~example, ~~revenues~~from ~~are~~time ~~generated~~to ~~from~~time, proposals have been advanced in the ~~sale~~U.S. ofCongress ~~network~~and at the FCC to shorten license terms to less than eight years, ~~national~~to mandate the origination of certain levels and types of local ~~spot~~ programming, or to require radio and television broadcast stations to provide advertising time, ~~net~~to ofpolitical ~~agency~~candidates ~~commissions~~for free. In addition, ~~and~~some ~~station~~policymakers ~~compensation~~maintain ~~paid~~that cable operators should be required to ~~certain~~offer ~~affiliates~~a la carte programming to subscribers on a network by network basis or “family friendly” programming tiers. Unbundling packages of program services may increase both competition for carriage on distribution platforms and marketing expenses, aswhich ~~well~~could asadversely ~~subscriber~~affect ~~fees~~our cable networks’ results of operations.

~~Also included~~Our infailure ~~the~~to ~~Company's~~reach ~~total~~agreement ~~net~~with ~~revenues~~cable ~~are~~operators ~~the~~on ~~net~~acceptable ~~revenues~~“retransmission ofconsent” ~~Univision Radio (acquired September 22~~terms, ~~2003),~~or ~~Univision~~new ~~Music~~laws ~~Group,~~or ~~Univision~~regulations ~~Online~~that ~~and~~eliminate ~~other revenues.~~or ~~Univision~~limit ~~Radio's primary source of revenues is~~ the ~~sale~~scope of ~~broadcasting~~“must-carry” ~~time~~or ~~for~~retransmission consent ~~advertising~~rights, ~~with~~could asignificantly ~~majority~~reduce ofour ~~revenues~~ability ~~coming~~to ~~from~~obtain ~~local~~cable ~~advertising~~carriage and ~~the~~therefore ~~remainder primarily from national spot advertising~~revenues.

~~Direct~~The Communications Act ~~operating~~prohibits ~~expenses~~cable ~~consist~~operators ~~primarily~~from ofretransmitting ~~programming,~~commercial ~~news~~television and ~~general~~low ~~operating~~power ~~costs.~~television ~~Our~~signals ~~program~~without ~~license~~first ~~agreements~~obtaining (the ~~"Program~~broadcaster’s ~~License~~consent. ~~Agreements")~~This ~~with~~permission ~~Grupo~~is ~~Televisa~~commonly ~~S.A. and~~referred ~~its~~to ~~affiliates~~as ~~("Televisa")~~“retransmission consent” and ~~Corporacion~~may involve ~~Venezolana~~some ~~del~~compensation ~~Television~~from the cable company to the broadcaster for the use of the signal. Alternatively, Ca local commercial television broadcast station may require a cable operator that serves the same market as the broadcaster to carry its signal. A. ~~(VENEVISION)~~demand ~~and~~for ~~its~~carriage ~~affiliates~~is ~~("Venevision")~~commonly ~~accounted~~referred ~~for~~to ~~approximately~~as 17“must-carry.7%” inIf ~~2003,~~the ~~17.2%~~broadcast instation ~~2002~~asserts ~~and~~its ~~21.4%~~must-carry ~~in 2001~~rights, ofthe ~~our~~broadcaster ~~operating~~cannot ~~expenses~~demand compensation from the cable operator.

24We have elected retransmission consent with respect to most cable systems in markets where we own television stations, and must carry with respect to other cable systems.

~~Executive~~In ~~Summary~~cases where we have elected retransmission consent, we must reach agreement with local cable operators over the terms on which our stations will be carried, including compensation from the cable operator. These agreements are typically renegotiated every three to five years. We have not yet reached agreement with all cable systems with respect to which we have currently elected retransmission consent. We cannot predict whether we will be able to reach agreement on acceptable terms with the operators of ~~Major~~all ~~2003~~cable ~~Events~~ systems with respect to which we elected retransmission consent. If we are unable to reach such agreement with a cable operator, we may choose to require that operator to cease carriage of our stations. If we are unable to execute retransmission consent agreements with respect to cable operators serving a material number of subscribers, it could reduce viewership and result in a diminution of revenues.

In addition, toa ~~ongoing~~number ~~operations~~of entities have commenced operation, ~~management~~or ~~spent~~announced aplans ~~significant~~to ~~amount~~commence operation of ~~time~~Internet ~~focusing~~protocol onvideo ~~several~~systems, ~~areas~~or ofIPTV, ~~expansion~~using ~~for~~digital subscriber line, fiber optic to the ~~Company.~~home ~~While~~and ~~2003~~other ~~was~~distribution ~~our~~technologies. ~~second year~~The issue of ~~operations~~whether ~~for~~those services are subject to the existing ~~TeleFutura~~cable ~~Network~~television regulations, itincluding ~~was~~must ~~the~~carry ~~first~~or ~~full~~retransmission ~~year~~consent ofobligations, ~~operations~~has ~~where~~not ~~management~~been ~~did~~resolved. ~~not~~If ~~need~~IPTV tosystems ~~focus~~gain ona ~~launch~~significant ~~and~~share ~~start-up~~of ~~activities~~the ~~for~~video ~~that~~distribution ~~network~~marketplace, and ~~group~~new laws and regulations fail to provide ofadequate ~~stations.~~must Incarry ~~addition,~~and/or weretransmission ~~spent~~consent ~~time~~rights, ~~completing~~our ~~the~~ability ~~acquisition~~to ~~and~~distribute ~~beginning~~our ~~the~~programming ~~integration~~to ofthe ~~Univision~~maximum ~~Radio~~number asof ~~well~~potential asviewers ~~reorganizing~~will ~~Fonovisa~~be limited and ~~assimilating~~consequently ~~the~~our ~~new~~revenue ~~label~~potential ~~into~~will ~~our~~be ~~music group~~limited.

~~Critical~~17 ~~Accounting Policies~~

ProgramTable Rightsof for Television Broadcast Contents

~~Program~~Vigorous ~~costs~~enforcement pursuant to the Program License Agreements are expensed monthly by the Company as a license fee, which is based on a percentage of the Company's net revenues. All other costs incurred in connection with the production of or ~~purchase~~enhancement of ~~rights~~FCC toindecency ~~programs that are ready, available~~ and toother be broadcast within one year are classified as current assets, while costs of those programs to be broadcast subsequently are considered non-current. Program costs are charged to operating expense as the programs are broadcast. In the case of multi-year sports contracts, program ~~costs~~content ~~are~~rules could ~~charged~~have toan ~~operating~~adverse ~~expense based~~ effect on ~~the~~our ~~flow-of-income~~businesses ~~method~~and ~~over~~results ~~the term~~ of ~~the contract~~operations.

~~Revenue~~FCC ~~Recognition~~ rules prohibit the broadcast of obscene material at any time and/or indecent or profane material on television or radio broadcast stations between the hours of 6 a.m. and 10 p.m. The FCC has stepped up its enforcement activities as they apply to indecency, and has indicated that it would consider initiating license revocation proceedings for “serious” indecency violations. In the past three years, the FCC has found indecent content in a number of cases, and has issued fines to the offending licensees. The current maximum permitted fines per station if the violator is determined by the commission to have broadcast obscene, indecent or profane material are $325,000 per incident and $3,000,000 for a continuing violation, and the amount is subject to periodic adjustment for inflation. Fines have been assessed on a station-by-station basis, so that the broadcast of network programming containing allegedly indecent or profane material has resulted in fines levied against each station affiliated with that network which aired the programming containing such material. Appeals challenging the FCC’s underlying indecency standards are pending in the federal courts, and the FCC has placed a hold on resolving indecency complaints pending resolution of those appeals. The determination of whether content is indecent is inherently subjective and, as such, it can be difficult to predict whether particular content could violate indecency standards, particularly where programming is live and spontaneous. Violation of the indecency rules could lead to sanctions that may adversely affect our businesses and results of operations.

~~The~~We ~~Company's~~have ~~television~~a ~~and~~significant ~~radio~~amount ~~revenues~~of ~~are~~goodwill ~~recognized when advertising spots are aired, less agency commissions~~ and ~~television station compensation costs~~ ~~paid~~other tointangible ~~certain~~assets ~~affiliates. Television subscriber fees~~ and awe ~~network~~may ~~service~~never ~~fee~~realize ~~payable to~~ the ~~Company~~full byvalue ~~the~~of ~~affiliated~~our ~~stations~~intangible ~~are~~assets ~~recognized as programming is aired. Univision Music Group revenues are recognized when products are shipped to customers less an allowance for returns, cooperative advertising~~ and ~~discounts.~~any ~~The~~further ~~Internet~~impairment ~~business consists primarily~~ of ~~banner~~a ~~and~~significant ~~sponsorship advertising~~portion ~~revenues.~~of ~~Banner~~our ~~revenues~~goodwill ~~are recognized as "impressions" are delivered~~ and ~~sponsorship~~other ~~revenues~~intangible ~~are~~assets ~~recognized~~could ~~ratably~~have ~~over~~an ~~their~~adverse ~~contract~~effect ~~period.~~on ~~"Impressions"~~our ~~are~~financial ~~defined~~condition ~~as the number~~and ofresults ~~times that an advertisement appears in pages viewed by users~~ of ~~the Company's online properties~~operations.

~~Accounting~~Goodwill and intangible assets totaled approximately $9.0 billion at December 31, 2008. At least annually, we test our goodwill and non-amortizable intangible assets for ~~Intangibles~~impairment and we continue to assess whether factors or indicators, such as a general economic slowdown, become apparent that would require an interim test. Impairment may result from, among other things, deterioration in our performance, adverse changes in applicable laws and regulations, including changes that restrict the activities of or affect the products or services sold by our businesses and a variety of other factors.

OnThe ~~June 30,~~amount ~~2001, the Financial Accounting Standards Board issued Statement~~ of ~~Financial~~any ~~Accounting~~quantified ~~Standards~~impairment ~~("SFAS")~~must ~~No. 141~~be ~~"Business Combinations"~~expensed ~~and~~immediately ~~SFAS~~as ~~No. 142~~a ~~"Goodwill~~charge ~~and~~to ~~Other Intangible Assets~~operations." ~~SFAS~~In ~~No. 141~~the ~~requires~~fourth ~~all~~quarter ~~business~~of ~~combinations initiated after June 30~~2008, ~~2001 to be accounted for using the~~we ~~purchase~~performed ~~method~~our ofannual ~~accounting~~impairment ~~and~~test, ~~eliminates~~which ~~the~~resulted ~~pooling~~in ~~method~~us ofrecording ~~accounting. SFAS No. 141 did not have~~ an ~~impact~~impairment onloss ~~the Company's business since the Company has historically accounted for all business combinations using the purchase method~~ of ~~accounting~~$1.6 ~~With~~billion ~~the~~related ~~adoption~~to ~~of SFAS No. 142,~~ goodwill and ~~other~~intangible ~~intangibles~~assets. ~~with~~In anaddition, ~~indefinite~~during ~~life,~~the ~~such~~third asquarter ~~broadcast~~of ~~licenses~~2008, ~~ceased being~~due ~~amortized~~to ~~after~~adverse ~~December 31,~~market ~~2001.~~conditions ~~The~~affecting ~~television~~us and ~~radio~~lower trading ~~broadcast~~multiples ~~licenses~~within ~~have an indefinite life because~~ the ~~Company~~industries ~~expects~~that towe ~~renew~~operate, ~~them~~as ~~and~~well ~~renewals~~as ~~are~~the ~~routinely~~overall ~~granted~~economic ~~with little~~slow ~~cost,~~down ~~provided~~which ~~that the licensee~~ has ~~complied~~adversely ~~with~~affected ~~the~~our ~~applicable~~operating ~~rules~~revenues and ~~regulations~~margins ofand the ~~Federal~~expectations ~~Communications~~for ~~Commission~~its ~~("FCC"). Over the last five years~~duration, ~~all~~we ~~television~~performed ~~and~~an ~~radio licenses~~interim ~~that~~impairment ~~have been up for renewal have been renewed~~test, ~~and~~which resulted ~~there~~in ~~has~~us ~~been~~recording noan ~~compelling~~impairment ~~challenge~~loss toof ~~the license renewal~~$3.7 ~~The~~billion ~~technology~~related ~~used in broadcasting is not expected~~ to begoodwill ~~replaced~~and ~~by another~~intangible ~~technology in the foreseeable future~~assets. ~~Therefore,~~In the ~~television~~first ~~and~~quarter ~~radio~~of ~~broadcast~~2008, ~~licenses and~~ the ~~related~~Company ~~cash~~recorded ~~flows~~an ~~are~~impairment ~~expected~~loss toof ~~continue indefinitely~~$115.1 ~~These~~million ~~indefinite~~related ~~cash~~to ~~flows indicate~~assets ~~that~~ the ~~broadcast~~Company ~~licenses~~intended ~~have an indefinite useful life. Therefore, a license would not be amortized until its useful life is deemed~~ to nodispose ~~longer be indefinite~~of. ~~The licenses, other~~ ~~indefinite-lived intangible assets~~

25Appraisals of any of our business segments impacting fair value of our assets or changes in estimates of our future cash flows could affect our impairment analysis in future periods and cause us to record either an additional expense for impairment of assets previously determined to be impaired or record an expense for impairment of other assets. Depending on future circumstances, we may never realize the full value of intangible assets. Any future determination or impairment of a significant portion of our goodwill and other intangibles could have an adverse effect on our financial condition and results of operations.

~~and goodwill~~Our ~~are~~substantial ~~tested~~indebtedness atcould ~~least~~adversely ~~annually~~affect ~~for~~our ~~impairment, or more frequently if circumstances indicate a possible impairment exists, in accordance with paragraph 17 of SFAS No~~operations. ~~142~~ and the Emerging Issues Task Force published Issue 02-07, "Unit of Accounting for Testing Impairment of Indefinite-lived Intangible Assets" ("EITF 02-07"). The Company evaluated its licenses, other indefinite-lived intangible assets and goodwill, as of October 1, 2003, in accordance with the guidelines of SFAS No. 142 as it relates to assessing impairment and concluded that it did not have an impairment loss related to these assets. In addition, under SFAS No. 141, an acquired intangible asset should be separately recognized if the benefit of the intangible is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented, or exchanged. Intangible assets with measurable lives will be amortized over their respective useful lives. The use of the purchase method of accounting requires management to make certain judgments in estimates related to the fair value of assets acquired.

~~The Company~~As ~~has obtained a preliminary appraisal~~ of ~~the assets acquired and liabilities assumed of Univision Radio. The Company has made a preliminary allocation of the purchase price to FCC licenses~~December 31, ~~goodwill~~2008, ~~advertising-related~~we ~~intangible~~had ~~and~~outstanding ~~favorable~~total ~~leases.~~indebtedness ~~The Company expects the appraisal to be completed by mid-2004. The Company may have a material reclassification on a future balance sheet between goodwill and FCC licenses, both~~ of ~~which~~approximately ~~are expected to have an indefinite life~~$10.6 ~~In addition~~billion, ~~there~~including ~~may~~capital belease ~~other~~obligations ~~identified~~and ~~intangibles that could have~~ an ~~impact on~~aggregate ~~future~~of ~~expense~~$2.0 ~~These~~billion ~~reclassifications~~of ~~could~~senior ~~have~~notes. aIncluded ~~material~~in ~~impact~~our onoutstanding ~~the~~total ~~deferred~~indebtedness ~~tax~~was ~~liability calculation~~$385.3 ~~The~~million ~~results~~under ofour ~~operations~~$500.0 ofmillion ~~Univision~~bank ~~Radio~~second-lien ~~have~~asset ~~been~~sale ~~included~~bridge inloan ~~the~~due ~~accompanying condensed consolidated statement of income since September~~March 2229, ~~2003~~2009. InOn ~~the~~March ~~fourth~~30, ~~quarter of 2003~~2009, the Company ~~incurred~~expects ~~amortization expense of $2,228,000 related~~ to ~~Univision~~repay ~~Radio's amortizable~~the ~~identified intangibles, primarily advertising contracts, acquired as a result of our acquisition of Hispanic Broadcasting Corporation ("HBC") in September 2003~~$385. ~~Advertiser contracts~~3 ~~are~~million ~~being amortized~~balance ~~over~~on ~~a nine-month period. The favorable leases are being amortized over various periods through~~ the ~~year~~bank ~~2042.~~second-lien

~~Equity~~18 ~~and Cost Method Valuation And Impairment~~

TheTable Company's most significant investment at cost is its investment in Entravision Communications Corporation ("Entravision"). In connection with the completion of the HBC acquisition, the Company restructured its ownership interest in Entravision by exchanging its common stock for non-voting preferred stock. On September 22, 2003, the Company began accounting for its investment in Entravision under the cost method of accounting. As a result, the Company has ceased recording an equity interest in the earnings or losses of Entravision. The Company's other significant investments are Disa Records, S.A. de C.V. ("Disa") and St. Louis/Denver LLC, which are accounted for under the equity method of accounting, and Equity Broadcasting Corporation, which is accounted for under the cost method of accounting. The Company will record an impairment charge if and when it believes any investment has experienced a decline in value that is other than temporary. The Company evaluates changes in market conditions and/or operating results of its underlying investments that may result in the inability to recover the carrying value of the investments. Contents

~~Related~~ asset ~~Party~~sale ~~Transaction~~ bridge loan with cash on hand. In addition, beginning on June 30, 2010, we will be required to repay 0.625% of the aggregate principal amount under both, our $7.0 billion bank senior secured term loan facility and our $450.0 million bank senior secured draw term loan facility. Further on March 12, 2009, we elected to pay interest on our $1.5 billion of 9.75% senior notes by increasing the principal amount of the notes by approximately $79.0 million for the interest period commencing on March 15, 2009.

~~Televisa~~Our substantial ~~and~~level ~~Venevision, which are principal stockholders~~ of ~~the~~indebtedness ~~Company,~~and ~~have~~other ~~program~~financial ~~license~~obligations ~~agreements~~increase ~~with~~the uspossibility that ~~provide~~we ~~our~~may ~~three~~be ~~networks~~unable ~~with~~to ~~a substantial~~generate ~~amount~~cash ofsufficient ~~their~~to ~~programming.~~pay, ~~The~~when ~~Company~~due, ~~currently~~the ~~pays~~principal ~~a license fee~~ of, ~~approximately~~interest ~~15%~~on, ofor ~~television~~other ~~net~~amounts ~~revenues~~due, toin ~~Televisa~~respect ~~and~~of ~~Venevision~~our ~~for their programming~~indebtedness, ~~subject to certain~~ ~~adjustments.~~including ~~The Company believes that~~ the ~~program~~senior ~~license~~notes. ~~agreements~~Our ~~and~~substantial ~~all~~debt ~~other~~could ~~agreements~~also ~~with Televisa and Venevision~~ have ~~been~~other ~~negotiated~~significant ~~as arms-length transactions~~consequences. ~~See~~For ~~"Notes~~example, ~~to Consolidated~~it ~~Financial~~could: ~~Statements—3. Related Party Transactions" for additional related party transactions.~~

26• increase our vulnerability to general adverse economic, competitive and industry conditions;

~~It is~~• ~~difficult~~limit our ability to ~~compare~~obtain ~~our~~additional ~~results~~financing ofin ~~operations~~the future for ~~2002~~working ~~with~~capital, ~~those~~capital ofexpenditures, ~~2003~~acquisitions, ~~because:~~general corporate purposes or other purposes on satisfactory terms or at all;

~~It will~~• ~~also~~require beus ~~difficult~~ to ~~compare~~dedicate ~~our~~a ~~results~~substantial portion of ~~operations~~our ~~for~~cash ~~2003~~flow ~~with~~from ~~those~~operations ofto ~~2004~~the ~~because~~payment of our ~~2004~~indebtedness, ~~results~~thereby ~~will~~reducing ~~reflect~~the afunds ~~full~~available ~~year~~to ofus for operations ofand ~~Univision~~any ~~Radio~~future ~~while~~business ~~2003 results only contain approximately one quarter.~~ opportunities;

~~Year~~• ~~Ended~~expose ~~December 31~~us to the risk of increased interest rates as certain of our borrowings, ~~2003~~including borrowings under our Senior Secured Credit Facilities (~~"2003"~~as defined below), ~~Compared~~will tobe ~~Year~~at ~~Ended~~variable ~~December 31,~~rates ~~2002~~of ~~("2002")~~ interest;

~~Revenues. Net~~• ~~revenues~~restrict ~~were~~us ~~$1,311,015,000~~from inmaking ~~2003~~strategic ~~compared~~acquisitions ~~to $1,091,293,000 in 2002, an increase of $219,722,000~~ or ~~20.1%.~~cause ~~Existing~~us ~~operations accounted for 7.9% of this growth while 4.4% of the growth was attributable~~ to ~~additional~~make music business revenues, primarily reflecting a full year of operations of Fonovisa which we acquired in April 2002, and 7.8% of the growth was attributable to radio business revenues from the acquisition on September 22, 2003. The Company's television segment revenues were $1,098,276,000 in 2003 compared to $1,014,223,000 in 2002, an increase of $84,053,000 or 8.3%. This revenue growth was achieved despite the incremental revenues in 2002 from the broadcast of World Cup games and political advertising. The Company's three networks had an increase in revenues of $64,058,000 or 11.1%, resulting primarily from higher prices for advertising spots excluding the 2002 World Cup, greater advertiser awareness of the TeleFutura network, which launched on January 14, 2002, and improved programming on the cable network. The ownednon-~~and-operated~~strategic stations had an increase in revenues of $19,995,000 or 4.6% attributable primarily to the Miami, Phoenix, Fresno, San Francisco, and Houston markets, the stations' increase resulted primarily from increased market share and advertiser awareness of the growing importance of the Hispanic market, as well as from a new stations in Raleigh. The Company's radio segment generated revenues of $83,595,000 from September 23, 2003 through December 31, 2003, following our acquisition of HBC on September 22, 2003. The Company's music segment generated revenues of $113,197,000 in 2003 compared to $64,535,000 in 2002, an increase of $48,662,000 or 75.4%, primarily reflecting a full year of operations of Fonovisa compared to approximately three fiscal quarters of revenues in 2002. The Company's Internet segment had revenues of $15,947,000 in 2003 compared to $12,535,000 in 2002, an increase of $3,412,000 or 27.2%. divestitures;

~~Expenses. Direct~~• ~~operating~~limit ~~expenses~~our ~~increased~~planning toflexibility ~~$513~~for,~~741,000~~ ~~in 2003 from $471,395,000 in 2002, an increase of $42,346,000~~ or ~~9%.~~ability ~~The Company's television segment direct operating expenses were $420,475,000 in 2003 compared~~ to ~~$421,000,000~~react ~~in 2002, a decrease of $525,000 or .1%. The decrease is due primarily~~ to ~~the absence of 2002 costs related to the World Cup Games of approximately $55~~,~~000,000~~ ~~offset~~changes byin ~~increased license fees paid of $24,405,000 under~~ our ~~Program~~business ~~License Agreements, increased programming costs of $12,012,000, increased news~~ and ~~technical~~the ~~costs~~industries ~~of $9,953,000 and sports-related programming costs of $8,522,000. The Company's radio segment had direct operating expenses of $15,211,000~~ in ~~2003.~~which ~~The~~we Company's music segment had direct operating expenses of $64,497,000 in 2003 compared to $35,134,000 in 2002, an increase of $29,363,000 or 83.6% that primarily reflects a full year of operations of Fonovisa compared to approximately three fiscal quarters of direct operating expenses in 2002 and an increase in variable costs, such as distribution and royalty costs, related to increased revenues. The Company's Internet segment had direct operating expenses of $13,558,000 in 2003 compared to $15,261,000 in 2002, a decrease of $1,703,000 or 11.2%. As a percentage of net revenues, direct operating expenses decreased from 43.2% in 2002 to 39.2% in 2003. operate;

27• limit our ability to adjust to changing market conditions; and

~~Selling, general~~• ~~and~~place ~~administrative~~us ~~expenses~~at ~~increased~~a tocompetitive ~~$363,674,000~~disadvantage inwith ~~2003~~competitors ~~from~~who ~~$287,960,000~~may inhave ~~2002,~~less anindebtedness ~~increase of $75,714,000 or 26.3%. The Company's television segment selling, general~~ and ~~administrative~~other ~~expenses~~obligations ~~were $275,622,000 in 2003 compared to $245,844,000 in 2002, an increase of $29,778,000~~ or ~~12.1%.~~greater ~~The~~access ~~increase is due in part~~ to increased selling costs of $8,854,000, resulting from higher sales, discretionary compensation and severance costs of $6,172,000, increased employee benefits of $3,392,000 and increased research costs of $4,509,000financing. The Company's radio segment had selling, general and administrative expenses of $37,511,000 in 2003. The Company's music segment had selling, general and administrative expenses of $39,151,000 in 2003 compared to $31,482,000, an increase of $7,669,000 that primarily reflects a full year of operations of Fonovisa compared to approximately three fiscal quarters of selling, general and administrative expenses in 2002. The Company's Internet segment had selling, general and administrative expenses of $11,390,000 in 2003 compared to $10,634,000 in 2002, an increase of $756,000. As a percentage of net revenues, selling, general and administrative expenses increased from 26.4% in 2002 to 27.7% in 2003.

~~Depreciation~~If ~~and~~we ~~Amortization. Depreciation~~fail ~~and amortization increased~~ to ~~$84,904,000~~make inany ~~2003~~required ~~from $78,818,000~~payment inunder ~~2002,~~our anbank ~~increase~~senior ofsecured ~~$6,086,000~~revolving orcredit ~~7.7%. The Company's depreciation expense increased to $72~~facility,~~340,000~~ inbank ~~2003~~senior ~~from~~secured term ~~$60,717,000~~loan ~~in 2002~~facility, anbank ~~increase~~second-lien ofasset ~~$11,623,000~~sale ~~primarily~~bridge ~~due~~loan ~~to increased capital expenditures~~ and ~~acquisitions.~~bank ~~The~~senior ~~Company~~secured ~~had~~draw ~~amortization~~term ofloan ~~intangible~~facility ~~assets of $12~~(collectively,~~564,000~~ ~~and~~the ~~$18,101,000~~“Senior inSecured ~~2003~~Credit ~~and~~Facilities”) ~~2002,~~or ~~respectively, a decrease of $5,537,000, which is due primarily~~ to acomply ~~reduction~~with ofany ~~intangible assets being amortized, primarily artist contracts, acquired as a result~~ of ~~our~~the ~~acquisition~~financial ofand ~~Fonovisa~~operating incovenants ~~April 2002.~~included ~~Depreciation and amortization~~in ~~expense for~~ the ~~television~~Senior ~~segment~~Secured ~~increased~~Credit ~~by $7~~Facilities,~~298,000~~ towe ~~$64,041,000~~will inbe ~~2003 from $56,743,000~~ in ~~2002 due to increased depreciation primarily related to higher capital expenditures and station assets acquired~~default. ~~Depreciation~~Lenders ~~and~~under ~~amortization~~such ~~expense~~facilities ~~for~~could ~~the~~then ~~radio~~vote ~~segment was $5,594,000 in 2003, $3,366,000 related~~ to ~~depreciation~~accelerate ~~expense and $2,228,000 to intangible amortization related to~~ the ~~preliminary~~ ~~valuation~~maturity of ~~amortizable~~the ~~identified~~indebtedness ~~intangibles,~~and ~~primarily~~foreclose ~~advertising~~upon ~~contracts,~~our ~~acquired~~and ~~as a result of~~ our ~~acquisition~~subsidiaries’ ofassets ~~HBC~~securing insuch ~~September 2003~~indebtedness. ~~These contracts are being~~Other ~~amortized~~creditors ~~over~~might athen ~~nine-month~~accelerate ~~period~~other ~~that will expire in June 2004~~indebtedness. ~~Depreciation~~If ~~and~~any ~~amortization~~of ~~expense~~our ~~for~~creditors ~~the~~accelerate ~~music segment decreased by $7,210,000 to $9,978,000 in 2003 from $17,188,000 in 2002 for~~ the ~~reasons~~ ~~described~~maturity ~~above.~~of ~~These~~their ~~contracts acquired from Fonovisa are being amortized over 10 years~~indebtedness, ~~but~~we ~~most~~may ~~will~~not behave ~~amortized~~sufficient inassets ~~the~~to ~~first~~satisfy ~~three~~our ~~years.~~obligations ~~Depreciation~~under ~~and amortization expense for~~ the ~~Internet~~Senior ~~segment~~Secured ~~increased~~Credit byFacilities ~~$404,000~~or toour ~~$5,291,000 in 2003 from $4,887,000 in 2002~~other indebtedness.

~~Operating~~Despite ~~Income. As~~current aindebtedness ~~result of the above factors~~levels, ~~operating~~we ~~income increased to $348,696,000 in 2003 from $253,120,000 in 2002, an increase of $95,576,000 or 37.8%. The Company's television segment had operating income of $338,138,000 in 2003~~ and ~~$290,636,000~~our insubsidiaries ~~2002,~~may anstill ~~increase~~be ofable $47,502,000. The Company's radio segment had operating income of $25,279,000 in 2003. The Company's music segment had an operating loss of $429,000 in 2003 and $19,269,000 in 2002, an improvement of $18,840,000. The Company's Internet segment had an operating loss of $14,292,000 in 2003 and $18,247,000 in 2002, an improvement of $3,955,000. The Company's Internet segment is expected to ~~generate~~incur ansubstantially ~~operating loss~~more ~~in 2004~~debt. This ~~loss~~could isfurther exacerbate ~~not expected to have a material impact on~~ the ~~financial~~risks ~~condition~~associated ofwith ~~the~~our ~~Company.~~substantial ~~As a percentage of net revenues, operating income increased from 23~~leverage.2% ~~in 2002 to 26.6% in 2003.~~

~~Interest~~We ~~Expense,~~and ~~Net~~our subsidiaries may be able to incur substantial additional indebtedness in the future. ~~Interest~~ ~~expense~~Although ~~decreased~~one of the indentures governing the senior notes and our Senior Secured Credit Facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to ~~$71~~a number of qualifications and exceptions,~~322,000~~ and the indebtedness incurred in ~~2003~~compliance ~~from~~with ~~$87~~these restrictions could be substantial. For example,~~233~~ we may,~~000~~ inat ~~2002~~our option, asubject to certain conditions, increase the senior credit facilities in an amount not to ~~decrease~~exceed $750 million. Moreover, none of ~~$15~~our indentures imposes any limitation on our incurrence of liabilities that are not considered “Indebtedness” under the indenture,~~911~~ nor do they impose any limitation on liabilities incurred by subsidiaries,~~000~~ orif 18any, that might be designated as “unrestricted subsidiaries.~~2%.~~” ~~The~~If ~~decrease~~we isincur ~~due~~additional ~~primarily~~debt toabove ~~lower~~current ~~interest~~indebtedness ~~rates~~levels, onthe ~~borrowings~~risks associated with our substantial leverage would increase.

~~Loss~~19 on Extinguishment of Debt. The Company's loss on extinguishment of debt of $4,122,000 in 2003 is due to the write-off of deferred financing costs related to its reduced bank term credit facility of $620,000,000 in the fourth quarter of 2003.

28Table of Contents

~~Equity~~Our ~~Loss~~ability ~~in Unconsolidated Subsidiaries and Other. Equity loss in unconsolidated subsidiaries and other decreased~~ to ~~$10,218,000~~generate inthe ~~2003~~significant ~~from~~amount ~~$15,907,000 in 2002, an improvement~~ of ~~$5,689,000~~cash ~~due~~needed to ~~lower~~service ~~equity~~our ~~losses~~debt ~~of $6,393,000~~ and ~~gains~~financial ofobligations ~~$704,000~~and ~~primarily~~our ability ~~related~~ to ~~the~~refinance ~~disposal~~all ofor ~~fixed assets. The lower equity loss resulted primarily from the Company's share of Entravision's improved financial results during the first nine months of 2003, which includes~~ a ~~gain~~portion ~~from the sale~~ of ~~its publishing~~our ~~operations.~~indebtedness Onor ~~September 22,~~obtain ~~2003,~~additional ~~the~~financing ~~Company~~depends ~~began~~on ~~accounting~~many ~~for~~factors ~~its~~beyond ~~investment~~our ~~in Entravision under the cost method of accounting, as a result of the HBC acquisition~~control.

~~Gain~~As of onDecember 31, ~~Change~~2008, inwe ~~Entravision~~had ~~Ownership~~outstanding ~~Interest~~total indebtedness of approximately $10. ~~Gain~~6 onbillion, ~~change~~including incapital ~~Entravision~~lease ~~ownership~~obligations ~~interest decreased~~and toan aggregate of $~~1,611,000~~2.0 inbillion ~~2003~~of ~~from~~senior ~~$1,898,000~~notes. Included in ~~2002,~~our aoutstanding ~~decrease~~total ofindebtedness was $~~287,000~~385.3 ~~These~~million under ~~gains~~our ~~were~~$500.0 ~~derived~~million inbank ~~accordance~~second-lien ~~with~~asset ~~Securities~~sale ~~and~~bridge ~~Exchange~~loan ~~Commission~~due ~~guidelines~~March 29, ~~Staff~~2009. ~~Accounting~~On ~~Bulletin No.~~March 5130, ~~"Accounting~~2009, ~~for~~ the ~~Sale~~Company ofexpects ~~Stock~~to byrepay athe ~~Subsidiary,"~~$385.3 ~~which~~million ~~allows~~balance on the ~~Company~~bank tosecond-lien ~~recognize~~asset ~~gains~~sale ~~and~~bridge ~~losses~~loan ~~from~~with ~~its~~cash ~~unconsolidated~~on ~~subsidiaries'~~hand. ~~stock~~In ~~issuances.~~addition, beginning Onon ~~September~~June 2230, ~~2003~~ 2010, ~~the~~we ~~Company~~will ~~began~~be ~~accounting~~required ~~for~~to ~~its~~repay ~~investment~~0.625% inof ~~Entravision~~the aggregate principal amount under ~~the~~both, ~~cost~~our ~~method~~$7.0 ofbillion ~~accounting,~~bank assenior asecured ~~result~~term ofloan ~~the~~facility ~~HBC~~and ~~acquisition~~our $450.0 million bank senior secured draw term loan facility.

~~Provision~~Our ~~for~~ability ~~Income~~to ~~Taxes. In~~make ~~2003,~~payments ~~the~~on ~~Company~~and ~~reported~~refinance anour ~~income tax provision of $105~~debt,~~386,000, representing~~ ~~$50,785,000~~including ofthe ~~current~~senior ~~tax expense and $54~~notes,~~601,000~~ ofamounts ~~deferred~~borrowed ~~tax~~under ~~expense.~~our InSenior ~~2002,~~Secured ~~the~~Credit Facilities ~~Company~~and ~~reported~~other anfinancial ~~income tax provision of $61~~obligations,~~504,000,~~ ~~representing $12,352,000 of current tax expense~~ and ~~$49,152,000~~to offund ~~deferred~~our ~~tax~~operations ~~expense.~~will ~~The~~depend ~~total~~on ~~effective~~our ~~tax~~ability ~~rate~~to ~~was~~generate ~~40.4%~~substantial inoperating ~~2003~~cash ~~and 41~~flow.5% inOur ~~2002.~~cash ~~The~~flow ~~Company's~~generation ~~effective~~will ~~tax~~depend ~~rate~~on ofour ~~40.4%~~future ~~for~~performance, ~~2003~~which iswill ~~lower~~be ~~than~~subject ~~the~~to ~~41.5%~~prevailing economic ~~for~~conditions ~~2002 due~~and to ~~the~~financial, ~~favorable~~business ~~settlement of various state tax audits~~ and ~~since~~other ~~the~~factors, ~~Company's~~many ~~relatively~~of ~~fixed~~which ~~permanent~~are ~~non-deductible~~beyond ~~tax~~our ~~differences have a lesser effect as financial statement pre-tax income increases~~control.

~~Net~~Our ~~Income. As~~business amay ~~result~~not ofgenerate sufficient ~~the~~cash ~~above~~flow ~~factors,~~from ~~the~~operations ~~Company~~and ~~reported~~future ~~net~~borrowings ~~income~~may innot ~~2003~~be ofavailable ~~$155,427,000 compared~~ to ~~net~~us ~~income~~under ofour ~~$86,528,000~~Senior inSecured ~~2002,~~Credit anFacilities ~~increase~~or ofotherwise ~~$68,899,000~~in oramounts ~~79.6%.~~sufficient Asto aenable ~~percentage~~us ofto ~~net~~service ~~revenues~~our indebtedness, ~~net~~including ~~income~~the ~~increased~~senior ~~from~~notes ~~7.9%~~and inborrowings under ~~2002~~our Senior Secured Credit Facilities or to ~~11.9%~~fund inour ~~2003~~other liquidity needs.

~~Operating~~In ~~Income~~addition, ~~before~~the ~~Depreciation~~credit crisis and ~~Amortization. Operating~~related ~~income~~turmoil ~~before~~in ~~depreciation~~the global financial markets has had and ~~amortization~~ ~~increased~~may continue to ~~$433~~have an impact on our liquidity. For example,~~600,000~~ we are currently unable to access part of our cash invested in ~~2003~~The ~~from~~Reserve ~~$331~~Primary Fund,~~938,000~~ a money market fund that has suspended redemptions and is being liquidated. We had invested approximately $371.4 million in ~~2002~~this fund, and have recorded an ~~increase~~investment loss of $~~101~~11.3 million,~~662~~ including approximately $0.3 million of legal fees,~~000~~ oron ~~31%~~our investment in this fund in the third quarter of 2008. AsTo date we have received a ~~percentage~~partial distribution of ~~net~~$317.4 ~~revenues~~million from the Reserve Primary Fund, ~~operating~~representing ~~income~~approximately ~~before~~85% ~~depreciation~~of ~~and~~our ~~amortization~~investment in the fund. On December 3, 2008, the Reserve Primary Fund announced its plan of liquidation which ~~increased~~will ~~from~~include 30future interim distributions, subject to a special reserve established to satisfy certain costs and expenses of the fund, including pending or threatened claims against the fund.4% inWhile ~~2002~~we expect to 33receive substantially all of our remaining holdings in this fund, we cannot predict when this will occur or the amount we will receive.1% It is possible that we may encounter difficulties in ~~2003~~receiving the remaining distributions given the current market conditions.

~~The Company~~If ~~uses~~we ~~the~~cannot ~~key~~service ~~indicator~~our ofdebt, ~~"operating~~we ~~income~~will ~~before~~have ~~depreciation and amortization" primarily~~ to ~~evaluate~~take ~~the~~actions ~~Company's~~such ~~operating~~as ~~performance~~reducing ~~and~~or ~~for~~delaying ~~planning~~capital ~~and forecasting future business operations. In addition~~investments, ~~this~~selling ~~key indicator is commonly used as a measure of performance for broadcast companies~~assets, isrestructuring ~~used~~or refinancing byour ~~investors to measure a company's ability to service~~ debt ~~and~~ ~~other~~or ~~cash~~seeking ~~needs,~~additional ~~and~~equity ~~provides investors the opportunity to evaluate the Company's performance as it is viewed by management~~capital. ~~Operating~~Any ~~income~~of ~~before~~these ~~depreciation~~remedies ~~and~~may ~~amortization is~~ not, ~~and should~~if ~~not~~necessary, be ~~used~~effected ~~as,~~on ancommercially ~~indicator~~reasonable ofterms, or anat ~~alternative~~all. toIn ~~operating income~~addition, ~~net~~the ~~income~~indentures orgoverning ~~cash~~the ~~flow~~senior asnotes ~~reflected~~and in the ~~consolidated~~credit ~~financial~~agreement ~~statements,~~for ~~is not a measure of financial performance~~our ~~under~~Senior ~~generally~~Secured ~~accepted~~Credit ~~accounting~~Facilities ~~principles~~may ~~("GAAP")~~restrict ~~and~~us ~~should~~from ~~not~~adopting besome ~~considered in isolation or as a substitute for measures~~ of ~~performance~~these ~~prepared in accordance with GAAP~~alternatives. ~~Since~~Because ~~the definition~~ of ~~operating~~these ~~income before depreciation~~ and ~~amortization~~other ~~may~~factors ~~vary~~beyond ~~among~~our ~~companies~~control, ~~and~~we ~~industries~~may ~~it should not~~ be ~~used~~unable asto apay ~~measure~~the ofprincipal, ~~performance among companies. In accordance with SEC guidelines~~premium, ~~the~~ ~~Company~~if ~~is providing on a consolidated basis a reconciliation of the non-GAAP term operating income before depreciation and amortization to net income~~any, ~~which~~interest isor ~~the~~other ~~most~~amounts ~~directly comparable~~on ~~GAAP~~our ~~financial~~ indebtedness.

29Restrictive covenants in the Senior Secured Credit Facilities and the indentures may restrict our ability to pursue our business strategies.

~~measure,~~Our Senior Secured Credit Facilities and the indentures governing our senior notes contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to ~~operating~~engage ~~income~~in ~~for~~acts ~~the~~that ~~segments~~may ~~for~~be ~~the~~in ~~twelve~~our ~~months~~long-term ~~ended~~best ~~December 31~~interests. These agreements governing our indebtedness include covenants restricting, ~~2003~~among ~~and~~other ~~2002~~things, our ability to:

	Twelve Months Ended December 31,
	2003			2002
	(Dollars in thousands)
Operating income before depreciation and amortization	$	433,600		$	331,938
Depreciation and amortization		84,904			78,818
Operating income		348,696			253,120
Interest expense, net		71,322			87,233
Loss on extinguishments of debt		4,122			—
Amortization of deferred financing costs		3,832			3,846
Equity loss in unconsolidated subsidiaries and other		10,218			15,907
Gain on change in Entravision ownership interest		(1,611	)		(1,898	)
Provision for income taxes		105,386			61,504
Net income	$	155,427		$	86,528

•

incur or guarantee additional debt or issue certain preferred stock;

	Twelve Months Ended December 31, 2003
	Consolidated		Television		Radio(1)		Music			Internet
	(Dollars in thousands)
Operating income (loss) before depreciation and amortization	$	433,600	$	402,179	$	30,873	$	9,549		$	(9,001	)
Depreciation and amortization		84,904		64,041		5,594		9,978			5,291
Operating income (loss)	$	348,696	$	338,138	$	25,279	$	(429	)	$	(14,292	)

•

pay dividends or make distributions on our capital stock or redeem, repurchase or retire our capital stock or subordinated and certain other debt;

	Twelve Months Ended December 31, 2002
	Consolidated		Television		Radio		Music			Internet
Operating income (loss) before depreciation and amortization	$	331,938	$	347,379	$	—	$	(2,081	)	$	(13,360	)
Depreciation and amortization		78,818		56,743		—		17,188			4,887
Operating income (loss)	$	253,120	$	290,636	$	—	$	(19,269	)	$	(18,247	)

YearTable Endedof December 31, 2002 ("2002"), Compared to Year Ended December 31, 2001 ("2001") Contents

~~Revenues. Net~~• ~~revenues~~make ~~were~~certain $1,091,293,000 in 2002 compared to $887,870,000 in 2001, an increase of $203,423,000 or 22.9%. Existing operations accounted for 7.0% of this growth while 15.9% of the growth was attributable to additional revenues resulting from TeleFutura, launched in 2002, and the music business, launched in 2001. The Company's television segment revenues were $1,014,223,000 in 2002 compared to $871,993,000 in 2001, an increase of $142,230,000 or 16.3%. Univision Network had an increase in revenues of $25,149,000 or 5.4% resulting primarily from the 2002 World Cup Games. Univision Television Group ("UTG") owned-and-operated stations ("UTG O&Os") had an increase in revenues of $41,444,000 or 11.4% attributable primarily to the Houston, Los Angeles, Dallas, Chicago and Phoenix stations, resulting primarily from increased market share and advertiser awareness of the growing importance of the Hispanic market, as well as from new UTG stations in Atlanta and Philadelphia, offset in part by a minor decrease in revenues from the Miami station. Galavisión had a decrease in revenues of $472,000 or 1.5% due in part to the general softness in the investments;

30• create liens on our or our subsidiary guarantors’ assets to secure debt;

~~advertising market.~~• ~~TeleFutura~~create ~~had~~restrictions ~~revenues of $85,988,000 in 2002, since its launch~~ on ~~January 14, 2002, while~~ the ~~USA~~payment ~~Broadcasting-acquired stations, which were primarily broadcasting Home Shopping Network, had revenues~~ of ~~$9,879,000~~dividends inor ~~2001.~~other ~~The~~amounts ~~Company's music segment, which began operations in April 2001, generated revenues of $64,535,000 in 2002 compared~~ to ~~$9,670,000~~us ~~in 2001,~~from anour ~~increase~~restricted ofsubsidiaries ~~$54,865,000~~that ~~primarily~~are ~~reflecting~~not ~~approximately~~guarantors ~~three quarters~~ of ~~operations~~the ofsenior Fonovisa which we acquired in April 2002. The Company's Internet segment had revenues of $12,535,000 in 2002 compared to $6,207,000 in 2001, an increase of $6,328,000, primarily resulting from an increase in advertisers. notes;

~~Expenses. Direct~~• ~~operating~~make ~~expenses~~certain ~~increased~~capital to $471,395,000 in 2002 from $355,761,000 in 2001, an increase of $115,634,000 or 32.5%. The Company's television segment direct operating expenses were $421,000,000 in 2002 compared to $325,691,000 in 2001, an increase of $95,309,000 or 29.3%. The increase is due primarily to costs for the 2002 World Cup games of approximately $55,000,000, which includes program rights and production costs. The television segment also had increased programming, technical, sports and news charges related to TeleFutura of $54,837,000 and increased license fees paid of $4,876,000 under our Program License Agreements, offset in part by the elimination of 2001 costs related to the Copa America soccer games of $6,341,000, a cost reduction charge of $5,319,000, USA Broadcasting-acquired station, that became TeleFutura stations, costs of $9,654,000 and cancelled shows of $3,012,000. The Company's music segment had direct operating expenses of $35,134,000 in 2002 compared to $5,822,000 in 2001, an increase of $29,312,000 primarily reflecting approximately three quarters of operations of Fonovisa which we acquired in April 2002. The Company's Internet segment had direct operating expenses of $15,261,000 in 2002 compared to $24,248,000 in 2001, a decrease of $8,987,000 primarily due to a reduction in hosting and content costs. As a percentage of net revenues, direct operating expenses increased from 40.1% in 2001 to 43.2% in 2002. expenditures;

~~Selling, general~~• ~~and~~enter ~~administrative~~into ~~expenses~~transactions ~~increased~~with to $287,960,000 in 2002 from $231,610,000 in 2001, an increase of $56,350,000 or 24.3%. The Company's television segment selling, general and administrative expenses were $245,844,000 in 2002 compared to $208,517,000 in 2001, an increase of $37,327,000 or 17.9%. The increase is primarily the result of selling, research and general and administrative costs related to TeleFutura of $43,277,000, increased discretionary compensation and severance costs of $6,331,000, increased selling costs of $4,277,000 resulting from higher sales and a charge for bad debt of $1,000,000 related to WorldCom, Inc.'s filing for bankruptcy court protection. These increases were offset in part by decreased costs of $1,135,000 and the elimination of 2001 costs related to a cost reduction charge of $6,573,000 and USA Broadcasting-acquired station costs of $10,271,000. The Company's music segment had selling, general and administrative expenses of $31,482,000 in 2002 compared to $5,628,000, an increase of $25,854,000 primarily reflecting approximately three quarters of operations of Fonovisa which we acquired in April 2002. The Company's Internet segment had selling, general and administrative expenses of $10,634,000 in 2002 compared to $17,465,000 in 2001, a decrease of $6,831,000 primarily related to lower promotion and selling costs. As a percentage of net revenues, selling, general and administrative expenses increased from 26.1% in 2001 to 26.4% in 2002. affiliates;

~~Depreciation~~• ~~and~~merge ~~Amortization. Depreciation~~or ~~and~~consolidate ~~amortization~~with ~~decreased~~another toperson ~~$78,818,000~~or insell ~~2002~~or ~~from $84,069,000~~otherwise indispose ~~2001, a decrease~~ of ~~$5,251,000~~all or ~~6.2%.~~substantially ~~The~~all ~~Company's depreciation expense increased to $60,718,000 in 2002 from $43,100,000 in 2001, an increase~~ of ~~$17,618,000~~our ~~primarily due to increased capital expenditures and station~~ assets acquired. The Company had amortization of intangible assets of $18,100,000 and $40,969,000 in 2002 and 2001, respectively, a decrease of $22,869,000. On January 1, 2002, the Company adopted SFAS No. 142 "Goodwill and Other Intangible Assets," which resulted in a substantial reduction of intangible amortization expense in 2002 since the Company's broadcast licenses and goodwill are no longer being amortized by the Company. Had SFAS No. 142 been in effect in 2001, amortization of intangible assets would have been $1,163,000 in 2001. During 2002, the Company incurred amortization expense of $16,812,000 related to the valuation of ;

31• sell assets, including capital stock of our subsidiaries;

~~amortizable identified~~• ~~intangibles,~~alter ~~primarily artist contracts, acquired as a result of our acquisition of Fonovisa in April 2002. Depreciation and amortization expense for~~ the ~~television segment~~business ~~decreased~~that bywe ~~$21,472,000~~conduct; ~~to $56,743,000 in 2002 from $78,215,000 in 2001 due primarily to lower goodwill~~ and other intangible amortization resulting from the adoption of SFAS No. 142, which was offset in part by increased depreciation related to higher capital expenditures. Depreciation and amortization expense for the music segment increased by $17,164,000 to $17,188,000 in 2002 from $24,000 in 2001 primarily for the reasons described above. Depreciation and amortization expense for the Internet segment decreased by $943,000 to $4,887,000 in 2002 from $5,830,000 in 2001 due primarily to decreased depreciation related to the disposal of certain technical assets.

~~Operating~~• ~~Income. As~~designate aour ~~result~~subsidiaries ofas ~~the~~unrestricted ~~above factors, operating income increased to $253,120,000 in 2002 from $216,430,000 in 2001, an increase of $36,690,000 or 17%~~subsidiaries. The Company's television segment had operating income of $290,636,000 in 2002 and $259,570,000 in 2001, an increase of $31,066,000, after giving effect to an operating loss for TeleFutura of $34,823,000 in 2002 and an operating loss for the USA Broadcasting-acquired stations and TeleFutura start-up costs of $19,251,000 in 2001. The Company's music segment had an operating loss of $19,269,000 in 2002 and $1,804,000 in 2001, an increase of $17,465,000. The Company's Internet segment had an operating loss of $18,247,000 in 2002 and $41,336,000 in 2001, an improvement of $23,089,000. As a percentage of net revenues, operating income decreased from 24.4% in 2001 to 23.2% in 2002.

~~Interest~~The ~~Expense,~~Senior ~~Net~~Secured Credit Facilities and the senior notes contain various covenants and restrictions and a breach of any covenant or restriction could result in a default under those agreements. ~~Interest~~ ~~expense~~If ~~increased~~any such default occurs, the lenders of the Senior Secured Credit Facilities or the holders of the senior notes may elect (after the expiration of any applicable notice or grace periods) to ~~$87~~declare all outstanding borrowings,~~233~~ together with accrued and unpaid interest and other amounts payable thereunder,~~000~~ into ~~2002~~be ~~from~~immediately ~~$53~~due and payable. In addition,~~463,000~~ ina ~~2001~~default under the indentures governing the senior notes would cause a default under the Senior Secured Credit Facilities, ~~an increase~~and the acceleration of ~~$33,770,000~~debt under the Senior Secured Credit Facilities or 63the failure to pay that debt when due would cause a default under the indentures governing the senior notes (assuming certain amounts of that debt were outstanding at that time).~~2%.~~ The ~~increase~~lenders isunder ~~due~~the Senior ~~primarily~~Secured Credit Facilities also have the right upon an event of default thereunder to ~~increased~~terminate any commitments they have to provide further borrowings. asFurther, afollowing ~~result~~an event of default under the ~~acquisition~~Senior ofSecured Credit Facilities, the lenders ~~TeleFutura~~under ~~stations~~these facilities will have the right to proceed against the collateral. In addition, we are also subject to certain customary financial covenants under our credit agreement for our Senior Secured Credit facilities. We are in compliance with such financial covenants as of December 31, 2008, but there can be no assurance that we will continue to be in compliance with such covenants in the future.

~~Loss~~Our onbusiness ~~Extinguishment~~depends ~~of Debt. The Company's loss~~ on ~~extinguishment of debt of $3,875,000 in 2001 is due to~~ the ~~write-off~~performance of ~~deferred~~our ~~financing~~senior ~~cost related to its terminated credit facilities~~executives.

~~Equity~~Our ~~Loss~~business independs ~~Unconsolidated~~on ~~Subsidiaries~~the efforts, abilities and ~~Other. Equity~~expertise ~~loss~~of inour ~~unconsolidated~~senior ~~subsidiaries~~executives. ~~and other~~These ~~decreased~~individuals are important to ~~$15,907,000~~our insuccess ~~2002~~because ~~from~~they ~~$47,449,000~~have been instrumental in ~~2001~~setting our strategic direction, anoperating ~~improvement~~our ofbusiness, ~~$31~~identifying,~~542,000.~~ ~~The~~recruiting ~~improvement~~and istraining ~~primarily~~key personnel ~~the~~and ~~result~~identifying ofbusiness ~~the~~opportunities. ~~elimination~~The loss of ~~2001~~one ~~costs~~or more of ~~$15,919,000~~these ~~related~~key toindividuals ~~the dissolution~~could ofimpair ~~the~~our ~~Company's~~business ~~investment~~and indevelopment ~~Ask~~until ~~Jeeves~~qualified enreplacements ~~Español, Inc~~are found. ~~and~~We ancannot ~~improvement~~assure ofyou ~~$17,450,000~~that ~~related~~these toindividuals ~~the~~could ~~Company's~~quickly ~~investment~~be replaced inwith ~~Entravision.~~persons ~~These~~of ~~improvements were~~equal ~~offset~~experience inand ~~part~~capabilities. byAlthough anwe ~~increase~~have inemployment ~~equity~~agreements ~~losses~~with certain of $7these individuals,~~569,000~~ ~~related~~we tocould ~~Company's~~not ~~investment~~prevent inthem ~~Disa~~from terminating their employment with us.

~~Gain~~We onare ~~Change~~controlled inby ~~Entravision~~the ~~Ownership Interest. Gain on change in Entravision ownership interest decreased to $1~~Sponsors,~~898,000~~ inwhose ~~2002~~interests ~~from~~may ~~$4,552,000~~not inbe ~~2001,~~aligned ~~a decrease of $2,654,000. These gains were derived in accordance~~ with ~~SEC~~ours ~~guidelines,~~or ~~Staff Accounting Bulletin No~~yours. 51 ~~"Accounting for the Sale of Stock by a Subsidiary," which allows the Company to recognize gains and losses from its subsidiaries' stock issuances.~~

~~Provision~~We ~~for~~are ~~Income~~controlled ~~Taxes. In~~by ~~2002~~the Sponsors, ~~the~~and ~~Company~~therefore ~~reported~~they anhave ~~income~~the ~~tax~~power ~~provision~~to ofcontrol ~~$61,504,000, representing~~our ~~$12,352,000~~affairs ofand ~~current~~policies, ~~tax~~including ~~expense~~entering ~~and~~into ~~$49~~mergers,~~152,000~~ sales of substantially ~~deferred~~all ~~tax~~of ~~expense.~~our Inassets ~~2001,~~and ~~the~~other ~~Company~~extraordinary ~~reported~~transactions anas ~~income~~well ~~tax~~as ~~provision~~decisions ofto ~~$61~~issue shares,~~296,000,~~ ~~representing~~declare ~~$48~~dividends,~~476,000~~ ofpay ~~current~~advisory ~~tax expense~~fees and ~~$12~~make other decisions,~~820,000~~ ofand ~~deferred~~they ~~tax~~may ~~expense~~have an interest in our doing so. The ~~total~~interests ~~effective~~of ~~tax~~the ~~rate~~Sponsors could ~~was~~conflict ~~41.5%~~with inyour ~~2002~~interests ~~and~~in 53material respects.9% inFurthermore, ~~2001.~~the ~~The~~Sponsors ~~Company's~~are ~~effective~~in ~~tax~~the ~~rate~~business of making investments in ~~2002~~companies isand ~~lower~~may ~~than~~from intime ~~2001~~to ~~primarily~~time asacquire aand ~~result of~~hold ~~the~~interests ~~adoption~~in ofbusinesses ~~SFAS~~that ~~No. 142,~~compete ~~which~~directly ~~eliminated~~or ~~the~~indirectly ~~amortization~~with ofus, as ~~non-deductible~~well ~~goodwill~~as ~~and~~businesses ~~other~~that ~~intangibles~~represent ~~for~~major ~~book~~customers ~~purposes~~of our businesses. The ~~increase~~Sponsors inmay ~~deferred~~also ~~tax~~pursue ~~expense~~acquisition inopportunities ~~2002 relative~~that may be complementary to ~~2001~~our isbusiness, ~~attributable~~and toas a ~~significant~~result, ~~increase~~those inacquisition ~~favorable~~opportunities ~~temporary~~may ~~differences~~not ~~primarily~~be ~~due~~available to ~~new~~us. ~~"bonus~~So long ~~depreciation"~~as ~~rules~~the ~~and~~Sponsors ~~the~~continue ~~full~~to ~~year~~own ~~impact~~a significant amount of ~~the~~our ~~tax~~outstanding ~~amortization~~capital ofstock, ~~the intangibles~~they ~~acquired~~will ~~from~~continue ~~the~~to ~~acquisition~~be ofable ~~the~~to ~~USA~~strongly ~~Broadcasting~~influence ~~stations'~~or ~~assets~~effectively control our decisions.

3221

NetTable Income. As a result of the above factors, the Company reported net income in 2002 of $86,528,000 compared to net income of $52,411,000 in 2001, an increase of $34,117,000. The 2001 net income includes a cost reduction charge of $7,075,000. Contents

~~Operating~~ITEM ~~Income before Depreciation and Amortization~~1B. ~~Operating~~ ~~income~~Unresolved ~~before~~Staff depreciation and amortization increased to $331,938,000 in 2002 from $300,499,000 in 2001, an increase of $31,439,000 or 10.5%. As a percentage of net revenues, operating income before depreciation and amortization decreased from 33.8% in 2001 to 30.4% in 2002. The 2001 operating income before depreciation and amortization includes a cost reduction charge of $11,892,000. Comments

~~In accordance~~None. with SEC guidelines, the Company is providing on a consolidated basis a reconciliation of the non-GAAP term operating income before depreciation and amortization to net income, which is the most directly comparable GAAP financial measure, and to operating income for the segments for the twelve months ended December 31, 2002 and 2001:

	Twelve Months Ended December 31,
	2002			2001
	(Dollars in thousands)
Operating income before depreciation and amortization	$	331,938		$	300,499
Depreciation and amortization		78,818			84,069
Operating Income		253,120			216,430
Interest expense, net		87,233			53,463
Loss on extinguishments of debt		—			3,875
Amortization of deferred financing costs		3,846			2,488
Equity (gain) loss in unconsolidated subsidiaries and other		15,907			47,449
(Gain) loss on change in Entravision ownership interest		(1,898	)		(4,552	)
Provision for income taxes		61,504			61,296
Net income	$	86,528		$	52,411

ITEM 2.

Properties

	Twelve Months Ended December 31, 2002
	Consolidated		Television		Music			Internet
	(Dollars in thousands)
Operating income (loss) before depreciation and amortization	$	331,938	$	347,379	$	(2,081	)	$	(13,360	)
Depreciation and amortization		78,818		56,743		17,188			4,887
Operating income (loss)	$	253,120	$	290,636	$	(19,269	)	$	(18,247	)

At December 31, 2008, the principal buildings owned or leased by the Company and used primarily by the television and radio segments are described below:

	Twelve Months Ended December 31, 2001
	Consolidated		Television		Music			Internet
Operating income (loss) before depreciation and amortization	$	300,499	$	337,785	$	(1,780	)	$	(35,506	)
Depreciation and amortization		84,069		78,215		24			5,830
Operating income (loss)	$	216,430	$	259,570	$	(1,804	)	$	(41,336	)

Principal Properties of the Company

Liquidity and Capital Resources


Location (1)	Aggregate Size of Property in Square Feet (Approximate)	Owned or Leased	Lease Expiration Date
Miami, FL	310,108	Owned	—
Miami, FL	68,595	Leased	06/30/15	(2)
Los Angeles, CA	166,366	Owned	—
Houston, TX	107,489	Owned	—
New York, NY	92,017	Leased	06/30/15

(1) The ~~Company's~~Miami, ~~primary~~Los ~~source~~Angeles ofand ~~cash~~New ~~flow~~York islocations ~~its~~are used primarily by the television and ~~radio~~Interactive ~~operations~~Media businesses. ~~Funds~~The ~~for~~Houston ~~debt service~~location, ~~capital~~which ~~expenditures~~was ~~and~~purchased ~~operations~~in ~~historically have been~~2004, ~~and~~is weused ~~expect~~by ~~will~~the ~~continue~~television toand beradio businesses.

33(2) Option to renew available.

~~provided~~The Company is party to a bylease for a three-story building with approximately 92,500 ~~funds~~square ~~from~~feet ~~operations~~for the relocation of its owned and/or byoperated ~~borrowings~~television and radio stations and studio facilities in Puerto Rico. AtThe ~~December 31~~building is being constructed and is owned by the landlord, ~~2003~~with ~~cash~~occupancy onof ~~hand~~the ~~was~~premises expected during the second half of 2009. The term of the lease is 50 years. The sum of the lease payments will be approximately $~~76,677,000~~74 million over 50 years.

~~Capital~~The ~~Expenditures~~ Miami owned facilities primarily house Univision Network and TeleFutura Network administration, operations (including uplink facilities), sales, production and news. In addition, Galavisión operations occupy space in Univision Network’s facilities. The Company’s Miami television stations, WLTV and WAMI, occupy leased facilities. The Company broadcasts its programs to the Company’s affiliates on three separate satellites from four transponders. In addition, the Company uses a fifth transponder for news feeds.

~~Capital~~The ~~expenditures totaled $56,283,000 for the twelve months ended December 31, 2003. This amount excludes the capitalized lease obligations of the~~ Company. Inowns ~~addition~~or toleases ~~performing~~remote ~~normal~~antenna ~~capital~~space ~~improvements,~~and ~~the~~microwave ~~Company~~transmitter isspace ~~still~~near ineach ~~the process~~ of ~~replacing~~its owned-and-operated ~~upgrading several towers, transmitters and antennas~~stations. ~~In 2004~~Also, the Company ~~plans~~leases ~~to exercise~~space ~~its~~in ~~option~~public towarehouses ~~acquire~~and ~~the~~storage ~~Los Angeles building for $52~~facilities,~~500,000.~~ ~~The current lease is capitalized~~ as ~~a fixed asset. In addition~~needed, ~~the~~near ~~Company~~some ~~plans on spending approximately $122,500,000, which consist~~ of ~~$21,000,000 for the build~~its owned-~~out of the Houston, Puerto Rico~~ and-operated ~~Austin~~ stations, $26,000,000 for Univision Network upgrades and facilities expansion, $17,500,000 for radio station facility upgrades, $8,000,000 for towers, transmitters, antennas and digital technology, $16,000,000 for TeleFutura Network upgrades and facilities expansion and approximately $34,000,000 for normal capital improvements and management information systems.

~~Debt~~The ~~Instruments~~ Company believes that its principal properties, whether owned or leased, are suitable and adequate for the purposes for which they are used and are suitably maintained for such purposes. Except for the inability to renew any leases of property on which antenna towers stand or under which the Company leases transponders, the inability to renew any lease would not have a material adverse effect on the Company’s financial condition or results of operations since the Company believes alternative space on reasonable terms is available in each city.

~~The~~22 Company's 7.85% senior notes due 2011 have a face value of $500,000,000 and bear simple interest at 7.85%. The Company received net proceeds of $495,370,000 from the issuance of these senior notes, which pay interest on January 15 and July 15 of each year. On October 15, 2003, the Company issued three-, four- and five-year senior notes due 2006, 2007 and 2008 with a face value of $700,000,000. The Company's new 2.875%, 3.5% and 3.875% senior notes have a face value of $250,000,000, $200,000,000 and $250,000,000, respectively. We received net proceeds of $694,526,000 from the issuance of the new senior notes, which pay simple interest on April 15 and October 15 of each year. The Company used most of the proceeds to pay its entire bank revolving credit facility of $100,000,000 and $520,000,000 of its bank term loan facility. As a result of this transaction, the Company reduced its interest rate that would have been payable under its bank credit facility by 1.25%. As part of the transaction the Company entered into a fixed-to-floating interest rate swap that results in a fair value hedge that is perfectly effective and the accounting is not expected to have a material impact on future earnings. In addition, in December 2003, the Company paid $100,000,000 of its bank term facility with proceeds from the issuance of the senior notes and from the Company's cash on hand. As a result of the various payments on the term loan, the Company will not be allowed to re-borrow $620,000,000 of the term facility under the terms of the bank credit agreement. In the fourth quarter of 2003, the Company wrote-off approximately $4,122,000 of non-cash pre-tax deferred financing costs related to its term loan facility.

The Company'sTable senior notes are the Company's senior unsecured obligations, are equal in right of payment with all of the Company's existing and future senior unsecured indebtedness, are senior in right of payment to any of the Company's future subordinated indebtedness and are fully and unconditionally guaranteed by all of the Company's guarantors, who are described below. The Company has the option to redeem all or a portion of the senior notes at any time at the redemption prices set forth in the note indenture. The indenture does not contain any provisions that would require us to repurchase or redeem or otherwise modify the terms of the senior notes upon a change of control. The indenture does not limit our ability to incur indebtedness or require the maintenance of financial ratios or specified levels of net worth or liquidity. Contents

~~As of~~ITEM ~~December 31, 2003, the Company had a $600,000,000 credit facility with a syndicate of commercial lenders~~3. ~~The~~Legal credit facility consists of a $100,000,000 term loan and a $500,000,000 revolving credit facility. Each of the credit facilities will mature on July 18, 2006. At December 31, 2003, the Company had borrowings of $100,000,000 outstanding under its term loan and zero outstanding under its revolving credit facility. In addition, the Company has approximately $30,000,000 of letters of credit outstanding, including $20,000,000 that can be drawn upon under certain Proceedings

34Televisa PLA Litigation

~~circumstances~~Televisa and the Company have been parties to the Original PLA, which provided the Company’s three television networks with a majority ifof prime time programming and a substantial portion of their overall programming. Under the Original PLA, the Company ~~does~~paid ~~not~~a ~~exercise~~license fee to Televisa for programming, subject to certain upward adjustments. On June 16, 2005, Televisa filed an amended complaint in the United States District Court for the Central District of California alleging breach by the Company of the Original PLA, including breach for its ~~option~~alleged failure to ~~acquire~~pay Televisa royalties attributable to revenues from certain programs and from our use of unsold time to promote assets, the ~~two~~Company’s ~~Puerto~~alleged ~~Rico~~unauthorized ~~stations~~editing ~~described~~of ~~below~~certain Televisa programs and $8related copyright infringement claims,~~000~~ a claimed breach of the Soccer Agreement (a soccer rights side-letter to the Original PLA),~~000~~ ~~related~~a claim that we did not cooperate with various Televisa audit rights and efforts and a claim that the Company has not been properly carrying out a provision of the Original PLA that gives Televisa the secondary right to use the Company’s ~~FIFA~~unsold ~~World~~advertising ~~Cup~~inventory. Televisa sought monetary relief in an amount not less than $1.5 million for breach, declaratory relief against the Company’s ability to recover amounts of approximately $5.0 million previously paid in royalties to Televisa, and an injunction against the Company’s alteration of Televisa programming without Televisa’s consent. Televisa also sought a declaration that the Company was in material breach of the Original PLA and the Soccer Agreement and that Televisa had the right to suspend or terminate its performance under such agreements. The Company filed an answer to the amended complaint denying Televisa’s claims and also filed counterclaims alleging various breaches of contract and covenants by Televisa. The Company sought monetary damages and injunctive relief.

~~Loans made~~On ~~under~~January 22, 2009, the ~~revolving~~parties settled ~~credit~~and ~~facility~~released and ~~term~~discharged ~~loan~~all ~~bear~~claims ~~interest~~and ~~determined~~counterclaims by(whether ~~reference~~known toor ~~LIBOR~~unknown) orunder athe ~~base~~Original ~~rate~~PLA ~~equal~~whether toor ~~the~~not ~~higher~~included ofin the ~~prime~~litigation ~~rate~~(including ofthose ~~Chase~~that ~~Manhattan~~had ~~Bank or~~previously ~~0.50%~~been ~~per~~dismissed ~~annum~~without ~~over~~prejudice), ~~the~~other ~~federal~~than ~~funds~~with respect ~~rate.~~to ~~Depending~~Televisa’s onclaim that the ~~rating~~Original ~~assigned~~PLA byentitled ~~rating~~it ~~agencies~~ to ~~our~~transmit ~~senior~~or ~~unsecured~~permit ~~debt,~~others ~~the~~to ~~LIBOR~~transmit ~~interest~~any ~~rate~~television ~~margin~~programming oninto the ~~Company's~~United ~~term~~States ~~loans ranges~~ from ~~0.75%~~ toMexico ~~1.5%~~over ~~per~~or ~~annum~~by ~~and~~means of the ~~base~~Internet ~~rate~~and ~~margin~~certain ~~ranges~~pending ~~from~~disputes 0%about torights under ~~0.50%~~the ~~per~~Original ~~annum.~~PLA ~~The~~to ~~Company's~~movies ~~LIBOR~~that ~~interest~~Televisa ~~rate~~obtained ~~margin~~rights onfrom ~~its~~others ~~term~~or ~~loans was 1~~co-produced.~~25%~~ ~~for~~The ~~the~~Internet ~~twelve~~issues ~~months~~are ~~ended~~part ~~December 31, 2003.~~of ~~During~~ the ~~twelve~~original ~~months~~litigation ~~ended~~initiated ~~2003,~~by ~~the~~Televisa ~~interest~~as ~~rates~~described ~~applicable~~below. toAs ~~the~~part ~~Company's~~of ~~bank~~the ~~credit~~settlement ~~facilities~~the ~~ranged~~Company ~~from~~paid ~~approximately~~Televisa 2$3.~~35%~~5 million, towithdrew ~~2.66%~~its ~~for~~protest ~~LIBOR~~on ~~rate~~monies ~~loans~~previously ~~and~~paid ~~from 4.25%~~ to ~~4.50% for~~Televisa ~~prime~~under ~~rate~~protest ~~loans.~~and Atentered ~~December 31,~~into ~~2003,~~an ~~the~~amended ~~interest~~program ~~rate~~license ~~applicable~~agreement todescribed ~~the~~under ~~Company's~~“Part ~~LIBOR~~I. ~~rate~~Item ~~loans~~I—Business—Program ~~was~~License ~~approximately~~Agreements” ~~2.42%.~~that, ~~The~~among ~~Company~~other things, ~~borrows~~revised at the ~~prime~~terms ~~rate~~for ~~from~~the ~~time~~license tofee ~~time~~payable ~~but attempts~~by toUnivision ~~maintain~~and ~~these~~the ~~loans~~revised atterms afor ~~minimum.~~making ~~Interest~~unsold isadvertising ~~generally~~on ~~payable~~Univision’s ~~quarterly.~~networks ~~The~~available ~~Company's~~to ~~2003~~Televisa ~~effective~~by ~~interest~~committing ~~rate~~Univision onto ~~its~~provide ~~bank~~a ~~debt~~minimum ~~and~~amount ~~senior~~of ~~notes~~advertising ~~was~~at ~~approximately~~no 4cost to Televisa.~~5%.~~

~~The credit~~On ~~agreement~~July 19, ~~contains~~2006, ~~customary~~Televisa ~~covenants,~~filed ~~including~~a ~~restrictions~~complaint onin ~~liens~~Los Angeles Superior Court seeking a judicial declaration that on and after ~~dividends~~December 19, ~~and~~2006, ~~financial~~it ~~covenants~~may, ~~relating~~without liability to ~~interest~~Univision, ~~coverage~~transmit ~~and~~or ~~maximum~~permit ~~leverage.~~others ~~Under~~to ~~the credit~~transmit ~~agreement,~~any programming that is licensed to the Company isunder ~~also~~the ~~limited~~Original inPLA into the ~~amount~~United ofStates ~~other~~from ~~debt~~Mexico itover ~~can~~or ~~incur~~by ~~and~~means inof ~~its~~the ~~ability~~Internet. The toCompany ~~engage~~was inserved ~~mergers~~with the new complaint on July 21, ~~sell~~2006. ~~assets~~The ~~and~~Company ~~make~~filed ~~material~~a ~~changes~~motion to ~~its~~dismiss ~~Program~~or ~~License~~stay ~~Agreement in~~this aaction ~~manner~~on ~~the~~August 21, ~~lenders~~2006. ~~determine~~In isresponse ~~materially~~to ~~adverse~~the motion, Televisa stipulated to stay the ~~Company.~~Superior AtCourt ~~December 31~~action, ~~2003,~~and the ~~Company~~Court entered ~~was~~the instay ~~compliance~~on ~~with~~January 11, ~~its financial covenants~~2007.

~~The subsidiaries~~23 that guarantee the Company's obligations under its credit agreement also guarantee the senior notes. The subsidiary guarantors under the credit facilities are all of our domestic subsidiaries other than certain immaterial subsidiaries. The guarantees are full and unconditional and joint and several and any subsidiaries of the Company other than the subsidiary guarantors are minor. Univision Communications Inc. is not a guarantor and has no independent assets or operations. The guarantees of the obligations under the revolving credit facility, term loan and the senior notes will be released if our senior unsecured debt is rated BBB or better by Standard & Poor's Rating Services and Baa2 or better by Moody's Investor Service, Inc. The guarantees of such subsidiary will be reinstated if such ratings fall below BBB- by Standard & Poor's or Baa3 by Moody's. The Company's senior unsecured debt is currently rated BBB- by Standard & Poor's Rating Services and Baa3 by Moody's Investor Service, Inc.

Acquisitions Table of Contents

InOn ~~2003~~August 18, 2006, the Company ~~completed~~filed ~~its~~a ~~acquisition~~motion offor ~~HBC~~leave into ~~which~~file ~~each~~its ~~share~~Second ofAmended ~~HBC~~Counterclaims, which ~~common~~include ~~stock~~a ~~was~~newly-added ~~exchanged~~claim for ~~0.85~~a ofjudicial adeclaration ~~share~~that ofon and after December 19, 2006, Televisa may not transmit or permit others to transmit any programming that is licensed to the Company's ~~Class A~~under the Original PLA into the United ~~common~~States ~~stock~~over or by means of the Internet. ~~See~~Televisa ~~Note~~opposed the motion. On October 45, to2006, ~~Notes~~the Court granted Univision’s motion for leave to ~~Consolidated~~file ~~Financial~~its ~~Statements~~Second Amended Counterclaims.

~~In 2003,~~On ~~the Company also acquired the stock or assets of four full-power television stations in Fresno~~November 15, ~~California; Raleigh~~2006, ~~North~~Televisa ~~Carolina;~~filed ~~Albuquerque,~~a ~~New~~motion ~~Mexico~~seeking ~~and Tuscon,~~a ~~Arizona~~separate ~~for~~trial ~~an aggregate amount~~ of ~~approximately $87,500,000 and~~ the ~~assets of radio stations in Chicago, Illinois and Austin, Texas for an aggregate amount of approximately $48,000,000. In addition, in 2003, the~~ Company’s ~~incurred~~Internet ~~costs related to the acquisition of HBC of approximately $8,200,000, net of acquired cash~~counterclaim. The Company ~~paid for the acquisitions primarily from its revolving~~opposed ~~credit~~Televisa’s ~~facility~~motion, and, ~~cash~~ on ~~hand.~~December 6, ~~In 2002~~2006, the ~~Company~~Court ~~had~~denied ~~station acquisition costs of approximately $613,000,000 primarily related to~~ the ~~assets acquired from USA Broadcasting, Inc~~motion., ~~the purchase~~A ofseparate ~~the~~trial ~~majority~~with ~~interest~~respect into ~~its TeleFutura San Francisco station for approximately $42,000,000 and~~ the ~~acquisition~~Internet ofissues ais ~~full-power~~scheduled ~~television~~to ~~station~~begin inon ~~Austin~~April 21, ~~Texas for approximately $12,000,000~~2009. ~~Funds~~The ~~for~~Company ~~these~~intends ~~payments~~to ~~were~~continue ~~obtained~~to ~~primarily~~defend ~~from~~this ~~the~~remaining litigation ~~Company's bank credit facility~~ and ~~from~~pursue ~~proceeds~~its ofcounterclaims ~~Televisa's~~vigorously. ~~equity investment in the Company~~

35ITEM 4. Submission of Matters to a Vote of Security Holders

~~of $375,000,000.~~No Inmatters ~~2001,~~were ~~the~~submitted ~~Company~~to ~~had~~a ~~station~~vote ~~acquisition costs~~ of ~~approximately~~shareholders ~~$526,000,000~~during ~~primarily~~the ~~related~~fourth toquarter of the ~~assets~~fiscal ~~acquired~~year ~~from~~covered ~~USA~~by ~~Broadcasting, Inc~~this report.

~~In January 2004,~~24 the Company acquired the assets of a full-power television station in Sacramento, California and a radio station in Long Island, New York for approximately $65,000,000 and $60,000,000, respectively. In February 2004, the Company acquired the assets of another radio station in Fresno, California, for approximately $8,000,000. The funds for these purchases came from the Company's cash on hand and its revolving credit facility.

The CompanyTable expectsof to explore additional acquisition opportunities to complement and capitalize on our existing business and management. The purchase price for any future acquisitions may be paid with (a) cash derived from operating cash flow, (b) proceeds available under bank facilities, (c) proceeds from future debt or equity offerings, or (d) any combination thereof. Contents

~~Contractual~~PART ~~Obligations &~~II ~~Other Pending Transactions~~

~~The~~ITEM ~~Company has an option agreement that expires on December 31, 2004 to acquire for $190,000,000 two stations in Puerto Rico that it is operating under a time brokerage agreement~~5. OnMarket ~~December 23, 2003, the Company entered into a 40-year lease~~ for aRegistrant’s ~~three-story~~Common ~~building~~Equity ~~with approximately 92,500 square feet for the relocation of its owned~~ and~~/or~~ ~~operated~~Related ~~television~~Stockholder ~~and~~Matters ~~radio stations~~ and ~~studio~~Issuer ~~facilities~~Purchases ~~in Puerto Rico. The building will be constructed and owned by the landlord, with occupancy~~ of ~~the~~Equity premises expected during the latter part of 2005. The sum of the lease payments will be approximately $67,000,000 over 40 years beginning on the expected lease commencement date of August 31, 2005. The lease has been capitalized by the Company at its estimated fair value of $30,385,000. Additionally, if the Company acquires the Puerto Rico stations, it will be required to offer Televisa the right to acquire a 15% interest in those stations and an affiliate of Venevision the right to acquire a 10% interest in those stations. Such options will be exercisable at a price equal to the pro rata portion of the Company's purchase price for the stations (including costs) during a period of 90 days from the closing of the Company's acquisition of the stations. Securities

~~In April 2001, the Company launched~~ (a) ~~music~~Market publishing and recording division, Univision Music Group. In June 2001, the Company acquired a 50% interest in Disa. The Company has a call right and the Chavez family, who own the other 50% interest in Disa, has a put right starting in June 2006, which will require the Company to purchase the remaining 50% interest for $75,000,000, subject to certain upward adjustments. Disa Records is a Mexico-based music recording and publishing company with a large complement of Latin artists. Information

~~The Company~~There ~~has~~were ~~amended its employment arrangement with José Behar~~1,000 ~~and assigned the employment agreement to Univision Music LLC~~shares, ~~and as a result has amended the operating~~$0.01 ~~agreement~~par ~~of Univision Music LLC. Under the terms of the amended operating agreement~~value, incommon ~~2006,~~stock ~~Diara~~issued ~~has a put right~~ and ~~the~~outstanding ~~Company~~as ~~has a call right that would require the Company to purchase a portion~~ of ~~Diara's interest in Univision Music LLC and~~March 30, in 2009,. ~~Diara~~There ~~has~~is ano ~~put~~public ~~right~~market ~~and~~for the Company ~~has a call right that would require the Company to purchase the remainder of Diara'~~’s ~~interest~~common ~~in Univision Music LLC~~stock. ~~See Note 3 to Notes to Consolidated Financial Statements.~~

~~The Company~~(b) is seeking approximately $30,000,000 from Televisa for certain working capital adjustments in connection with the acquisition of Fonovisa in April 2002. The Company expects this to be resolved either through negotiation between the parties or by binding arbitration. Holders

~~In August 2000,~~All of the Company’s ~~acquired~~shares ~~the~~of common ~~Spanish-language~~stock ~~television~~issued ~~rights~~and inoutstanding ~~the~~as ~~U.S.~~of toMarch 30, ~~the~~2009 ~~2002~~are ~~and~~held ~~2006~~by ~~FIFA~~Broadcast ~~World~~Media ~~Cup~~Partners ~~soccer~~Holdings, ~~games and other 2000-2006 FIFA events~~Inc. ~~A series of payments~~

36(c) Cash Dividends

~~totaling~~The Company has never declared or ~~$150,000,000~~paid ~~are~~dividends ~~due~~on ~~over~~any class of its common stock. The Company’s Senior Secured Credit Facilities restricts the ~~term~~payment of cash dividends on common stock. The Company does not anticipate paying any cash dividends on its common stock in the foreseeable ~~agreement~~future. ~~with~~Future dividend policy will depend on the ~~remaining~~Company’s ~~payments~~earnings, ~~due~~capital asrequirements, ~~follows:~~financial condition and other factors considered relevant by the Board of Directors.

March 5, 2004	$	8,000,000
March 5, 2005		8,000,000
30 days before start of 2006 World Cup		33,000,000
45 days after last day of 2006 World Cup		33,000,000
	$	82,000,000

(d)	Securities Authorized for Issuance Under Equity Compensation Plans

~~As the~~Not ~~Company makes each payment, the next scheduled payment under the contract will be supported by a letter of credit~~applicable. In addition to these payments, and consistent with past coverage of the World Cup games, the Company will be responsible for all costs associated with advertising, promotion and broadcast of the World Cup games, as well as the production of certain television programming related to the World Cup games. The rights fees are being amortized over the 2002/2006 World Cups and other interim FIFA events based on the flow of income method. Under the flow of income method, the costs for the 2006 World Cup games, excluding advertising, promotion and broadcast costs, will be approximately $100,000,000 for the rights fees.

~~The funds~~(e) ~~for~~Issuer ~~any~~Purchases ~~payments~~of ~~discussed~~Equity ~~above are expected to come from income from funds from operations and/or borrowings from the Company's bank facilities.~~ Securities

AtThere have ~~December 31,~~been ~~2003,~~no ~~the~~repurchases ~~Company had a non-voting ownership interest in Entravision~~ of ~~approximately 30%. As part of the consent decree pursuant to which the United States Department of Justice approved~~ our ~~acquisition~~equity ofsecurities ~~HBC,~~during the ~~Company~~fourth isquarter ~~required to sell enough~~ of ~~its Entravision stock so that~~ the ~~Company's~~past ~~ownership~~fiscal ~~of Entravision on a fully-converted basis, which includes full conversion of employee options and all convertible securities, does not exceed 15% by March 26, 2006 and 10% by March 26, 2009~~year. The exchange will have no impact on the Company's existing television station affiliation agreements with Entravision. Entravision is restricted under its credit agreement from making dividend payments.

~~In January 2004,~~25 the Company, Equity Broadcasting Corporation ("EBC") and others agreed in writing to amend EBC's Articles of Incorporation to allow shares of Series A convertible preferred stock of EBC to receive a stock dividend of 7% of the original issue price commencing on the date of the initial issuance, which was June 8, 2001. The dividend would be paid in preference to all other junior stock as and when declared or on liquidation, would be added to amounts received on redemption and would be converted on conversion into common stock. Since the Company was not entitled to the dividend prior to January 2004, the Company expects to record a stock dividend of approximately $5,100,000 in the first quarter of 2004 based on the Company's initial investment of approximately $26,000,000 made in June 2001. The Series A convertible preferred stock has a mandatory redemption date of June 8, 2008. The EBC stockholders will be asked to vote in favor of the Articles amendment at a meeting scheduled in June 2004, but stockholders holding a sufficient number of shares have agreed to vote for the amendment.

In August 2003,Table the Company signed a letter of intent to exercise its option to acquire the leased building for its Los Angeles station for approximately $52,500,000. The current lease is capitalized as a fixed asset. The Company expects the closing to take place in the first half of 2004. The funds for the purchase are expected to come from the Company's funds from operations and its revolving credit facility. Contents

~~In January 2004,~~ITEM ~~the Company acquired the assets of a full-power television station in Sacramento, California and a radio station in Long Island, New York for approximately $65,000,000 and $60,000,000, respectively~~6. InSelected ~~February 2004,~~Financial ~~the Company acquired the assets of another radio station in Fresno,~~ Data

37Presented below is the selected historical financial data of Univision Communications Inc.

~~California, for~~FIVE-YEAR ~~approximately~~SUMMARY ~~$8,000,000.~~OF ~~The~~SELECTED ~~funds~~FINANCIAL ~~for~~DATA ~~these purchases came from the Company's cash on hand and its revolving credit facility.~~

~~Based on~~(In ~~our current level of operations~~thousands, ~~planned~~except ~~capital~~share ~~expenditures, expected future acquisitions~~ and ~~major~~per-share ~~contractual~~data) obligations listed below, the Company believes that its cash flow from operations, together with available cash and available borrowings under the bank credit facility, will be adequate to meet liquidity needs in the near future.

Below is a summary of the Company's major contractual payment obligations as of December 31, 2003:


	Successor						Predecessor
	Year Ended December 31, 2008			Nine Months Ended December 31, 2007			Three Months Ended March 31, 2007			Year Ended December 31, 2006 (a)			Year Ended December 31, 2005 (a)			Year Ended December 31, 2004 (a)
Statement of Operations Data
Net revenues	$	2,020,300		$	1,635,500		$	437,300		$	2,025,600		$	1,746,100		$	1,608,400
Direct operating expenses		683,300			524,000			160,600			719,900			614,600			561,100
Selling, general and administrative expenses		580,100			427,000			139,700			528,600			498,500			476,000
Merger-related expenses		2,400			6,000			144,200			13,400			—			—
Impairment losses(b)		5,372,600			—			—			—			—			—
Restructuring and related charges(c)		45,000			7,800			—			—			30,300			—
Voluntary contribution per FCC consent decree(d)		—			—			24,000			—			—			—
Televisa settlement and related charges		610,800			15,700			4,400			9,400			1,200			—
Depreciation and amortization		122,900			120,000			20,100			82,800			80,300			85,900

Operating (loss) income		(5,396,800	)		535,000			(55,700	)		671,500			521,200			485,400
Interest expense		753,500			588,800			19,100			91,400			87,000			66,500
Interest income		(18,500	)		(4,300	)		(1,300	)		(2,200	)		(2,100	)		(500	)
Loss on investments(e)		162,900			2,900			—			3,700			81,900			—
Loss on extinguishment of debt		—			—			1,600			—			—			500
Amortization of deferred financing costs		47,100			34,800			500			2,600			3,300			3,400
Interest rate swap expense(f)		68,600			—			—			—			—			—
Equity (income) loss in unconsolidated subsidiaries and other		(3,400	)		(2,900	)		(1,100	)		(4,300	)		(4,600	)		1,500

(Loss) income from continuing operations before income taxes		(6,407,000	)		(84,300	)		(74,500	)		580,300			355,700			414,000
(Benefit) provision for income taxes		(1,284,400	)		(23,800	)		(5,900	)		231,300			173,000			160,500

(Loss) income from continuing operation		(5,122,600	)		(60,500	)		(68,600	)		349,000			182,700			253,500
(Loss) income from discontinued operation, net of income tax(g)		(4,700	)		(187,400	)		1,600			200			4,500			2,400

Net (loss) income	$	(5,127,300	)	$	(247,900	)	$	(67,000	)	$	349,200		$	187,200		$	255,900

Balance Sheet Data (at the end of period)
Current assets	$	1,271,900		$	844,900		$	872,100		$	663,900		$	633,600		$	638,500
Total assets		11,247,600			16,457,900			16,921,000			8,166,400			8,128,300			8,227,100
Current liabilities		824,200			687,800			722,200			483,700			909,500			291,500
Long-term debt, including capital leases		10,219,800			9,764,500			9,817,900			969,600			969,300			1,227,700
Stockholders’ equity		(1,499,800	)		3,627,900			3,957,000			5,561,500			5,090,900			5,387,700
Other Data
Net cash provided by operating activities	$	8,500		$	158,800		$	121,000		$	441,200			409,700		$	425,000
Net cash used in investing activities		(136,700	)		(45,900	)		(16,300	)		(156,000	)		(320,100	)		(231,100	)
Net cash provided by (used in) financing activities		594,800			(207,000	)		112,100			(281,100	)		(180,100	)		(80,700	)

~~Major~~(a) ~~Contractual~~Includes ~~Obligations As~~the ofCompany’s ~~December~~ variable interest entities from March 31, ~~2003~~ 2004.

	Payments Due By Period
	2004		2005		2006		2007		2008		Thereafter		TOTAL
	$ in thousands
Bank debt(a)	$	—	$	—	$	100,000	$	—	$	—	$	—	$	100,000
Estimated bank debt interest		3,958		173		—		—		—		—		4,131
Senior notes principal		—		—		250,000		200,000		250,000		500,000		1,200,000
Senior notes interest-fixed		39,250		39,250		39,250		39,250		39,250		117,750		314,000
Senior notes interest-variable		7,695		7,695		7,695		5,226		2,931		—		31,242
Operating leases		34,838		32,116		30,246		27,426		25,819		153,765		304,210
Capital leases(b)		12,932		12,180		12,006		12,036		12,036		124,396		185,586
Puerto Rico building lease		—		432		1,296		1,296		1,296		62,780		67,100
Spanish programming(c)		64,561		37,183		88,500		17,736		12,976		22,185		243,141
English programming		6,080		4,914		3,470		1,350		1,361		1,574		18,749
Nielsen		20,605		15,415		16,358		371		—		—		52,749
Acquisitions		148,038		—		—		—		—		—		148,038
TuTV LLC(d)		2,000		2,000		13,500								17,500
	$	339,957	$	151,358	$	562,321	$	304,691	$	345,669	$	982,450	$	2,686,446

(b)	Impairment loss related to goodwill, intangible assets and other items. See “Notes to Consolidated Financial Statements—6. Intangible Assets and Goodwill.”

~~Seasonality~~ (c) See “Notes to Consolidated Financial Statements—5. Accounts Payable and Accrued Liabilities.”

(d) The ~~advertising~~Company ~~revenues~~made ofa ~~the~~voluntary ~~Company~~contribution ~~vary~~per ~~over~~an ~~the~~FCC ~~calendar~~consent ~~year~~decree. ~~Historically,~~See ~~approximately~~“Notes ~~30%~~to ofConsolidated ~~total~~Financial advertising revenues have been generated in the fourth quarter and 20% in the first quarter, with the remainder split approximately equally between the second and third quarters, exclusive of special programming such as the World Cup GamesStatements—2. ~~Because of~~The ~~the relatively fixed nature of the costs of the Company's business, seasonal variations in operating income are more pronounced than those of revenues~~Merger. ”

38(e) See “Notes to Consolidated Financial Statements—8. Investments.” The Company reported no tax benefit related to these charges related to its investments. See “Notes to Consolidated Financial Statements—11. Income Taxes.”

(f) See ~~ITEM~~“Notes ~~7A.~~to ~~Quantitative~~Consolidated ~~and~~Financial ~~Qualitative~~Statements—10. ~~Disclosures About Market Risk~~ Debt.”

The Company's primary interest rate exposure results from changes in the short-term interest rates applicable to the Company's LIBOR loans. The Company borrows at the U.S. prime rate from time to time but attempts to maintain these loans at a minimum. Based on the Company's overall interest rate exposure on its variable rate instruments (~~its bank loan of $100,000,000 and its senior notes of $700,000,000~~g) atSee ~~December 31,~~“Notes ~~2003,~~to aConsolidated ~~change~~Financial ~~of 10% in interest rates would have an impact of approximately $1,000,000 on pre-tax earnings and pre-tax cash flows over a one-year period~~Statements—3. ~~The~~Discontinued ~~Company has immaterial foreign exchange exposure in Mexico~~Operations. ”

~~On October 15,~~26 2003, the Company issued three-, four- and five-year senior notes due 2006, 2007 and 2008 with a face value of $700,000,000. The Company's new 2.875%, 3.5% and 3.875% senior notes have a face value of $250,000,000, $200,000,000 and $250,000,000, respectively. We received net proceeds of $694,526,000 from the issuance of the new senior notes, which pay simple interest on April 15 and October 15 of each year. As part of the transaction the Company entered into a fixed-to-floating interest rate swap that results in a fair value hedge that is perfectly effective and the accounting is not expected to have a material impact on future earnings.

Under theTable interest rate swap contract, the Company agreed to receive a fixed rate payment for a floating rate payment. Since the fair value hedge is perfectly effective under the guidelines of Financial Accounting Standards Board No. 133 "Accounting for Derivative Instruments and Hedging Activities", the changes in the fair value of interest rate swap are expected to perfectly offset the changes in the fair value of the senior notes. On a quarterly basis, the Company will adjust the carrying amount of the swap to its fair value and adjust the carrying amount of the senior notes by the same amount to reflect its change in its fair value attributable to the hedged risk. There is no hedge ineffectiveness to be recorded to earnings. The Company will monitor the credit ratings of the counter party and obtain fair value swap valuations from the counter parties and third parties on a quarterly basis. Contents

ITEM 87. Management’s Discussion and Analysis of Financial ~~Statements~~Condition and ~~Supplementary~~Results ~~Data~~ of Operations

~~See~~Executive ~~pages~~Summary ~~F-1 through F- 47~~

Univision Communications ~~ITEM 9~~Inc., ~~Changes~~together inwith ~~and~~its ~~Disagreements~~wholly-owned ~~with~~subsidiaries ~~Accountants~~(the “Company,” on“we,” ~~Accounting~~“us” and ~~Financial~~“our”), ~~Disclosures~~ has continuing operations in three business segments:

On• ~~June 13,~~Television: ~~2002,~~The ~~the~~ Company’s ~~dismissed~~principal ~~Arthur~~business ~~Andersen~~segment ~~LLP~~is ~~("Arthur~~television, ~~Andersen")~~which ~~and~~consists ~~engaged~~primarily ~~Ernst &~~of ~~Young~~the ~~LLP~~Univision toand ~~serve~~TeleFutura asnational broadcast networks, the ~~Company's~~owned ~~independent auditors~~and/or ~~for~~operated ~~the~~television ~~fiscal~~stations ~~year~~and ~~2002.~~the ~~The~~Galavisión ~~decisions~~cable ~~were~~television ~~approved~~network. byFor the ~~Audit~~year ~~Committee~~ended ofDecember 31, 2008, the ~~Board~~television ofsegment ~~Directors~~accounted for approximately 77% of the Company.’s net revenues.

~~Arthur Andersen's~~• ~~reports~~Radio: onUnivision ~~the~~Radio ~~Company's~~is ~~consolidated financial statements for each of~~ the ~~fiscal~~largest ~~years~~Spanish-language ~~ended~~radio ~~December 31,~~broadcasting ~~2000~~company ~~and~~in ~~2001~~the ~~did~~United ~~not~~States. ~~contain~~For anthe ~~adverse~~year ~~opinion~~ended ~~or disclaimer~~December of31, ~~opinion~~2008, ~~nor~~the ~~were~~radio ~~they~~segment ~~qualified~~accounted orfor ~~modified~~approximately as21% toof ~~uncertainty,~~the ~~audit~~Company’s ~~scope~~net ~~or accounting principles~~revenues.

~~During the~~• ~~fiscal~~Interactive ~~years~~Media: ~~ended~~Univision ~~December 31,~~Interactive ~~2000~~Media ~~and~~operates ~~2001~~the ~~and~~Company’s ~~through~~Internet ~~June 13~~portal, ~~2002~~Univision.com, ~~there~~which ~~were~~provides noSpanish-language ~~disagreements~~content ~~with~~directed ~~Arthur~~at ~~Andersen~~Hispanics onin ~~any~~the ~~matter of accounting principle or practice~~U.S., ~~financial~~Mexico ~~statement~~and ~~disclosure,~~Latin orAmerica. ~~auditing~~For ~~scope~~the oryear ~~procedure~~ended ~~which~~December 31, ~~if not resolved to Arthur Andersen's satisfaction~~2008, ~~would have caused them to make reference to~~ the ~~subject~~Interactive ~~matter~~Media ~~in connection~~segment ~~with~~accounted ~~their~~for ~~report~~approximately on2% of the Company'’s ~~consolidated~~net ~~financial statements for such years; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K~~revenues.

~~During the~~On ~~fiscal~~March 29, ~~years~~2007, ~~ended~~Broadcasting ~~December 31~~Media Partners, ~~2000~~Inc. ~~and~~(“Broadcasting ~~2001~~Media”), completed its acquisition of the Company pursuant to the terms of the agreement and ~~through~~plan of merger dated as of June 1326, ~~2002~~2006 (the “Merger Agreement”), by and among the Company, ~~did~~Broadcasting ~~not~~Media ~~consult~~and ~~Ernst &~~Umbrella ~~Young~~Acquisition, ~~LLP~~Inc. ~~with~~(“Umbrella ~~respect~~Acquisition”), toa ~~the~~subsidiary ~~application~~ of Broadcasting ~~accounting~~Media. ~~principles~~Umbrella toAcquisition aand ~~specified~~Broadcasting ~~transaction,~~Media ~~either~~were ~~completed~~formed orby ~~proposed,~~an ~~the~~investor ~~type~~group that includes affiliates of ~~audit~~Madison ~~opinion~~Dearborn ~~that~~Partners, ~~might~~LLC, beProvidence ~~rendered~~Equity onPartners ~~our~~Inc., ~~consolidated~~Saban ~~financial~~Capital ~~statements~~Group Inc., orTPG ~~any~~Capital, ~~other~~and ~~matter~~Thomas orH. Lee Partners, L.P. ~~reportable~~(collectively ~~event~~the as“Sponsors”). ~~set~~To ~~forth~~consummate inthe ~~Items~~acquisition, ~~304~~Umbrella Acquisition was merged (athe “Merger”)~~(2)(i)~~ with and ~~(ii)~~ into the Company and the Company was the surviving corporation. Pursuant to the Merger Agreement, each share of the ~~Regulation S-K~~Company’s common stock issued and outstanding immediately prior to the effective time of the Merger was canceled and automatically converted into the right to receive $36.25 in cash, without interest.

39As a result of the Merger, a new basis of accounting was established at March 29, 2007. In effect, Broadcasting Media’s basis in the Company’s assets and liabilities has been pushed down to the Company’s financial statements as of March 31, 2007. The acquisition was accounted for using the purchase method of accounting as though the Merger closed on March 31, 2007 for convenience purposes to align the Merger transaction date to the accounting close date considering the insignificant impact to the statement of operations.

~~The Company~~Prior ~~provided~~to ~~Arthur~~the ~~Andersen~~completion aof ~~copy~~the Merger, the Sponsors decided to dispose of the ~~foregoing~~Company’s ~~disclosures,~~music recording and ~~Arthur~~publishing ~~Andersen~~business. ~~provided~~As a ~~letter~~result, ~~dated~~the ~~June 25,~~music ~~2002~~division’s results of operations, assets and liabilities ~~attached~~are reported as ~~Exhibit 16.1~~discontinued ~~hereto, stating~~operations ~~that~~for itall ~~has~~periods ~~found~~presented noin ~~basis~~the ~~for~~accompanying ~~disagreement~~consolidated ~~with~~financial ~~such~~ statements. See “Notes to Consolidated Financial Statements—3. Discontinued Operations.”

During the first quarter of 2008, the Company identified additional non-core assets of its radio and television reporting units for disposal and ~~Item~~classified 9Athem as discontinued operations. ~~Controls~~During the fourth quarter of 2008 based on current market conditions, the Company determined that the additional non-core assets would no longer meet the discontinued operations criteria. Accordingly, these non-core assets of the radio and ~~Procedures~~ television reporting units were classified as continuing operations.

~~Disclosure~~On controls and procedures are designed to ensure that information required to be disclosed in our periodic reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods. As of DecemberMarch 3130, ~~2003~~2009, the ~~end of the period covered by this report, the~~ Company ~~carried~~expects ~~out~~to anrepay ~~evaluation under~~ the ~~supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness of our disclosure controls and procedures~~$385.3 ~~Based~~million onbalance ~~that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures were effective. The Company reviews its disclosure controls and procedures,~~ on anthe ~~ongoing~~bank ~~basis,~~second-lien ~~and~~asset ~~may~~sale ~~from~~bridge ~~time~~loan ~~to time make changes aimed at enhancing their effectiveness and to ensure that they evolve~~ with ~~the~~cash ~~Company's~~on ~~business~~hand.

Information presented for the year ended December 31, 2007 represents the sum of the amounts for the three months ended March 31, 2007 and the nine months ended December 31, 2007. See “Notes to Consolidated Financial Statements—1. ~~PART~~Summary ~~III~~ of Significant Accounting Policies.”

Description ~~Item 10. Directors and Executive Officers~~ of ~~the~~Net ~~Registrant~~ Revenue

~~The~~Television ~~information~~net ~~relating~~revenue tois ~~directors~~generated ~~required~~from bythe ~~this~~sale ~~Item~~of ~~will~~network, benational ~~contained~~and ~~under~~local ~~the~~spot ~~captions~~advertising ~~"Proposal~~time, 1:subscriber ~~Election~~fees ~~of Directors"~~ and ~~"Board~~sales ofcommissions ~~Directors~~on ~~and~~national ~~Corporate~~advertising ~~Governance"~~aired inon ~~the~~Univision ~~Company's~~affiliate ~~Proxy~~television ~~Statement,~~stations ~~and~~less ~~such information is incorporated herein by reference.~~

~~The information~~27 ~~relating to executive officers required by this item is included herein in Part I under the caption "Executive Officers".~~

The informationTable required pursuant to Item 405 of Regulation S-K will be contained under the caption "Section 16 Beneficial Ownership Reporting Compliance" in the Company's Proxy Statement, and such information is incorporated herein by reference. Contents

~~The~~ ~~information~~agency ~~required~~commissions, ~~pursuant~~music tolicense ~~Item~~fees ~~406~~and ofstation ~~Regulation S-K~~compensation ~~will~~paid beto ~~contained~~affiliates. ~~under~~Radio ~~the~~net ~~caption~~revenue ~~"Board~~is derived from the sale of ~~Directors~~local, national, and network ~~Corporate~~spot ~~Governance"~~advertising intime ~~the~~less ~~Company's Proxy~~agency ~~Statement,~~commissions. ~~and~~The ~~such~~Interactive ~~information~~Media isbusiness ~~incorporated~~derives ~~herein~~its bynet ~~reference~~revenue primarily from online advertising.

Description of ~~Item~~Direct ~~11.~~Operating ~~Executive~~Expenses ~~Compensation~~

~~The~~Direct ~~information~~operating ~~required~~expenses byconsist ~~this~~primarily ~~item~~of ~~will~~programming, belicense ~~contained~~fees, ~~under~~news and technical costs. License fees related to our program license agreements (the ~~captions~~“PLAs”) ~~"Summary~~with ~~Table~~Televisa and affiliates of ~~Executive~~Corporación ~~Compensation"~~Venezolana ~~and~~del ~~"Employment~~Television, ~~Agreements~~C.A. ~~and~~(VENEVISION) ~~Arrangements"~~(“Venevision”) accounted for approximately 17.8% inand ~~the~~18.1% ~~Company's~~of ~~Proxy~~our ~~Statement~~total direct operating and selling, general and ~~such~~administrative ~~information~~expenses, isexcluding ~~incorporated~~merger-related ~~herein~~expenses byfor ~~reference~~the years ended December 31, 2008 and 2007, respectively.

Description ~~Item 12. Security Ownership~~ of ~~Certain~~Selling, ~~Beneficial~~General ~~Owners~~ and ~~Management~~Administrative ~~and~~Expenses ~~Related Stockholder Matters~~

~~The~~Selling, ~~information~~general ~~required~~and byadministrative ~~this~~expenses ~~item~~include ~~will~~selling, beresearch, ~~contained~~promotions, ~~under~~management ~~the~~fee ~~captions "Security Ownership of Certain Beneficial Owners~~ and ~~Management"~~other ~~and~~general ~~"Equity Compensation Plan Information for 2003" in the Company's Proxy Statement,~~ and ~~such~~administrative ~~information is incorporated herein by reference~~expenses.

Factors Affecting ~~Item~~Our ~~13.~~Results ~~Certain Relationships and Related Transactions~~

~~The~~Televisa ~~information~~Program ~~required~~License byAgreement ~~this~~Litigation ~~item is contained under the caption "Certain Relationships And Related Transactions" in the Company's Proxy Statement, and such information is incorporated herein by reference.~~

On January 22, 2009, the parties settled and released and discharged all claims and counterclaims (whether known or unknown) under the Original PLA whether or not included in the litigation (including those that had previously been dismissed without prejudice), other than with respect to Televisa’s claim that the Original PLA entitled it to transmit or permit others to transmit any ~~Item~~television 14programming into the United States from Mexico over or by means of the Internet and certain pending disputes about rights under the Original PLA to movies that Televisa obtained rights from others or co-produced. ~~Principal~~As ~~Accountant~~part ~~Fees~~of the settlement the Company paid Televisa $3.5 million, withdrew its protest on monies previously paid to Televisa under protest and ~~Services~~ entered into an amended program license agreement described under “Part I. Item I—Business—Program License Agreements” that, among other things, revised the terms for the license fee payable by Univision and the revised terms for making unsold advertising on Univision’s networks available to Televisa by committing Univision to provide a minimum amount of advertising at no cost to Televisa.

~~The~~In ~~information~~2008, ~~required~~the byCompany ~~this~~recorded ~~item~~$610.8 million isin ~~contained~~Televisa ~~under~~settlement and related charges. In connection with the ~~caption~~settlement ~~"Auditors~~of ~~Fees"~~the inlitigation between Televisa and the Company's, ~~Proxy~~we ~~Statement~~recognized a legal settlement charge of approximately $596.5 million during the fiscal quarter ended December 31, 2008, comprised of a $3.5 million cash settlement payment to Televisa; a charge of $57.0 million, representing the incremental impact of the renegotiated license fee under the Amended PLA; and ~~such~~a ~~information~~non-cash ischarge ~~incorporated~~of ~~herein~~$536.0 million representing the fair value of bythe ~~reference~~Company’s advertising commitment to provide Televisa a minimum amount of advertising at no cost to Televisa. The advertising revenue to Televisa will be recognized into revenues over the next nine years when the Company provides the advertising to Televisa to satisfy its commitment. During the twelve months ended December 31, 2008, the Company incurred litigation costs related to this legal settlement of $14.3 million.

40In 2008, the $5.1 million of Televisa payments under protest was reclassified to license fees in direct operating expenses. The 2007 and 2006 Televisa payments under protest of $4.7 and $9.4 million, respectively, are also included in direct operating expenses.

Merger Related Expenses ~~PART IV~~

The Company accounted for its merger-related payments, incurred in connection with the Merger, primarily as either deferred financing ~~Item~~costs ~~15.~~recorded ~~Exhibits~~as an asset in the balance sheet or merger related expenses, ~~Financial~~which ~~Statement~~were ~~Schedules~~expensed ~~and~~in ~~Reports~~the onstatement ~~Form 8-K~~ of operations. Deferred financing costs consist of all payments made by the

Exhibit Number		Description
2.1	(13)	Agreement and Plan of Reorganization, dated June 11, 2002, by and among Univision Communications Inc., Hispanic Broadcasting Corporation, and Univision Acquisition Corporation
3.1	(12)	Restated Certificate of Incorporation of the Company
3.2	(16)	Certificate of Amendment of Restated Certificate of Incorporation of the Company
3.3	(11)	Amended and Restated Bylaws of the Company
4.1	(4)	Form of specimen stock certificate
4.2	(9)	Indenture dated as of July 18, 2001, among Univision Communications Inc. and The Bank of New York as Trustee
4.3	(9)	Form of Supplemental Indenture to be delivered by additional guarantors, among Univision Communications Inc., the Guaranteeing Subsidiaries to be named therein, and The Bank of New York as Trustee
4.4	(17)	Officer's Certificate dated July 18, 2001 relating to the Company's 7.85% Notes due 2011
4.5	(18)	Form of Officer's Certificate for the Company's 2006, 2007, and 2008 Senior Notes
4.6	(18)	Form of Supplemental Indenture for the Company's Senior Notes Due 2006, 2007, and 2008
4.7	(18)	Form of 2.875% Senior Notes Due 2006
4.8	(18)	Form of Guarantee to Senior Notes Due 2006
4.9	(18)	Form of 3.500% Senior Notes Due 2007
4.10	(18)	Form of Guarantee to Senior Notes Due 2007
4.11	(18)	Form of 3.875% Senior Notes Due 2008
4.12	(18)	Form of Guarantee to Senior Notes Due 2008
10.1		Form of Indemnification Agreement between the Company and each of its executive officers and directors
10.2.1	(4)	Registration Rights Agreement dated as of October 2, 1996
10.2.2	(15)	Registration Rights Agreement dated September 22, 2003 by and between the Company and members of the Tichenor family
10.3	(3)	1996 Performance Award Plan
10.4.1	(11)	Second Amended and Restated Program License Agreement dated as of December 19, 2001 by and between Venevision International Corp. and the Company
10.4.2	(11)	Second Amended and Restated Program License Agreement dated as of December 19, 2001 by and between Productora de Teleprogramas, S.A. de C.V. and the Company

41Table of Contents

10.5	(4)	Participation Agreement dated as of October 2, 1996 by and among the Company, Perenchio, Televisa, Venevision and certain of their affiliates
10.6	(11)	Amended and Restated International Program Rights Agreement dated as of December 19, 2001 by and among the Company, Venevision International, Inc. and Grupo Televisa, S.A.
10.7.1	(4)	Amended and Restated Warrant issued to Venevision dated as of October 2, 1996, as amended
10.7.2	(11)	Amended and Restated Warrant issued to Televisa Internacional, S.A. de C.V. dated as of December 19, 2001
10.7.3	(11)	Warrants issued to Grupo Televisa, S.A. dated as of December 19, 2001
10.7.4	(11)	Warrants issued to VVI Investments Corporation dated as of December 19, 2001
10.7.5	(11)	Warrants issued to Venevision Investments LLC dated as of December 19, 2001
10.7.6	(16)	Warrant issued to Television Holdings USA, LLC dated April 12, 2002
10.8	(8)	Credit Agreement dated as of July 18, 2001 among Univision Communications Inc., a Delaware corporation, Univision of Puerto Rico Inc., a Delaware corporation, the lenders from time to time party hereto, the Chase Manhattan Bank, as Administrative Agent, and BNP Paribas, as Documentation Agent
10.9	(11)	Subsidiary Guaranty dated as of July 18, 2001 made by the Univision guarantors to the Credit Agreement dated as of July 18, 2001 among Univision Communications Inc., a Delaware corporation, Univision of Puerto Rico Inc., a Delaware corporation, the lenders from time to time party hereto, the Chase Manhattan Bank, as Administrative Agent, and BNP Paribas, as Documentation Agent
10.10	(15)	Voting Agreement, dated June 11, 2002, by and among A. Jerrold Perenchio and McHenry Tichenor, Jr.
10.11.1	(1)	Employment Agreement dated as of January 1, 1995, between Univision Television Group, Inc. and George W. Blank
10.11.2	(16)	Amendment to Employment Agreement dated as of January 1, 2003 between Univision Communications Inc. and George W. Blank
10.11.3		Amendment to Employment Agreement dated as of January 1, 2004 between Univision Management Company and George W. Blank
10.12.1	(2)	Employment Agreement dated as of January 1, 1995 between the Univision Network Limited Partnership and Ray Rodriguez
10.12.2	(16)	Amendment to Employment Agreement dated as of January 1, 2003 between The Univision Network Limited Partnership and Ray Rodriguez
10.12.3		Amendment to Employment Agreement dated as of January 1, 2004 between The Univision Network Limited Partnership and Ray Rodriguez
10.13.1	(11)	Employment Agreement dated as of January 1, 1996 between The Univision Network Limited Partnership and Andrew Hobson
10.13.2	(16)	Amendment to Employment Agreement dated as of January 1, 2003 between Univision Communications Inc. and Andrew Hobson

Company in connection with obtaining its merger-related debt, primarily ratings fees, legal fees, audit fees and all costs related to the offering circular and the road show. All other costs were expensed in the statement of operations by the Company as merger-related expenses such as the success and opinion fees, change in control severance payments, the solvency opinion fee, legal fees, audit fees, appraisal fees and tax fees.

42Certain post-Merger payments relate to involuntary termination benefits and relocation costs, which were capitalized under EITF 95-3, Recognition of Liabilities in Connection with a Purchase Business Combination. Other costs such as indirect expenses related to the Merger were expensed in the statement of operations.

10.13.3		Amendment to Employment Agreement dated as of January 1, 2004 between Univision Management Company and Andrew Hobson
10.14.1	(7)	Employment Agreement dated as of August 17, 2000 between the Univision Communications Inc. and C. Douglas Kranwinkle
10.14.2	(16)	Amendment to Employment Agreement dated as of January 1, 2003 between Univision Communications Inc. and C. Douglas Kranwinkle
10.14.3		Amendment to Employment Agreement dated as of January 1, 2004 between Univision Management Company and C. Douglas Kranwinkle
10.15	(15)	Employment Agreement, dated as of June 11, 2002, by and among Univision Communications Inc. and McHenry Tichenor, Jr.
10.16	(5)	Co-Production Agreement between the Company and Televisa
10.17	(6)	Reimbursement Agreement between the Company and Chartwell Services Inc.
10.18.1	(11)	Letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
10.18.2	(11)	First Amendment dated January 11, 2002 to Letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
10.18.3	(11)	Second Amendment dated January 11, 2002 to Letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
10.18.4	(11)	Third Amendment dated February 27, 2002 to Letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
10.18.5	(11)	Fourth Amendment dated March 7, 2002 to Letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
10.19	(19)	Stock Purchase Agreement, dated January 7, 2004, by and between Univision Communications Inc. and Clear Channel Investments, Inc.
16.1	(14)	Letter from Arthur Andersen LLP to the Securities and Exchange Commission dated June 25, 2002
21.1		Subsidiaries of the Company
23.1		Consent of Ernst & Young LLP
23.2		Consent of McGladrey & Pullen, LLP
24.1		Power of Attorney (contained on "Signatures" page)
31.1		Certification of CEO pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2		Certification of CFO pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1		Certification of CEO and CFO pursuant to Section 906 of Sarbanes-Oxley Act of 2002
99.1		Entravision Communications Corporation December 31, 2003 and 2002 audited financial statements

Broadcasting Media’s merger-related direct expenditures were capitalized and accounted for under the guideline of SFAS No. 141, Business Combinations, and were allocated to tangible or intangible assets, deferred financing costs or goodwill.

43Voluntary Contribution per FCC Consent Decree

44On March 27, 2007, the FCC and Univision entered into a Consent Decree to resolve pending license renewal proceedings where petitioners alleged that certain Univision stations failed to comply with the children’s programming requirements set forth in the Children’s Television Act of 1990 and Section 73.671 of the Commission’s rules. The FCC agreed to terminate the proceedings and grant the stations’ renewal applications and the Company agreed to make a $24 million voluntary contribution to the United States Treasury. The contribution was accrued as of March 31, 2007 and was paid in April 2007.

~~Schedule II—Valuation and~~Management ~~Qualifying~~Fee ~~Accounts~~Agreement

~~All other~~On ~~schedules~~March 29, ~~for~~2007, ~~which~~the ~~provision~~Company isentered ~~made~~into ina management agreement with Broadcasting Media and the ~~applicable~~Sponsors ~~accounting~~under ~~regulation~~which certain affiliates of the ~~Securities~~Sponsors ~~Exchange~~provide ~~Act~~the Company with management, consulting and advisory services for a quarterly aggregate service fee of ~~1934~~2% ~~are~~of ~~not~~operating ~~required~~income ~~under~~before depreciation and amortization, subject to certain adjustments, as well as reimbursement of out-of-pocket expenses. The management fee for the ~~related~~year ~~instructions~~ended December 31, or2008 and 2007 was $16.0 million and $14.4 million, respectively, and the out-of-pocket expenses were $2.0 million and $1.2 million, respectively, both of which are ~~inapplicable~~ included in selling, general and ~~therefore~~administrative ~~have~~expenses ~~been~~on ~~omitted~~the statement of operations.

~~On October 7,~~Impairment ~~2003,~~losses the Company filed Item 5 "Other Events and Required FD Disclosure", in which, in accordance with Regulation G entitled "Disclosure of Non-GAAP Financial Measures" recently issued by the SEC and effective as of March 28, 2003, the Company disclosed (i) each non-GAAP financial measure appearing in Univision's Annual Report on Form 10-K/A for the year ended December 31, 2002 and in Univision's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, (2) for each non-GAAP measure, the most directly comparable GAAP financial measure, and (3) for each non-GAAP measure, a reconciliation with such GAAP financial measure. The reconciliation was provided as an exhibit in Item 7 "Financial Statements and Exhibits."

~~On October 7,~~Goodwill ~~2003,~~and ~~the~~other ~~Company~~intangible ~~filed~~assets ~~Item~~with 5indefinite ~~"Other~~lives, ~~Events~~such ~~and~~as ~~Required~~broadcast FDlicenses, ~~Disclosure"~~are ~~announcing~~tested ~~the pricing~~ for animpairment ~~offering~~annually ofor anmore ~~aggregate~~frequently ~~amount~~if ofcircumstances ~~$250,000,000~~indicate ofa ~~its~~possible 2impairment exists.~~875% senior~~ ~~notes~~For ~~due~~the ~~2006,~~year anended December ~~aggregate~~31, ~~amount of $200~~2008,~~000,000~~ ofthe ~~its~~Company ~~3.500%~~recorded ~~senior~~non-cash ~~notes~~impairment ~~due~~losses ~~2007, and an aggregate amount~~ of $~~250,000,000 of its 3~~5.~~875%~~4 ~~senior~~billion ~~notes~~related ~~due 2008 with respect~~ to ~~the~~its ~~Registration~~goodwill ~~Statement~~and onintangible ~~Form S-3/A~~assets. ~~(File~~See ~~No. 333-105933)~~“Notes ~~and~~to ~~Item~~Consolidated ~~7 "~~Financial Statements—6. ~~and~~Intangible ~~Exhibits"~~Assets ~~filing the underwriting agreement~~ and ~~required forms of the transaction~~Goodwill.”

~~On November 13,~~Loss ~~2003, the Company furnished a Form 8-K to issue a press release setting forth its financial results for the fiscal quarter ending September 30, 2003. The information was provided~~ on ~~Item~~Investments ~~12, "Results of Operations and Financial Condition." A copy of the press release was furnished as an exhibit to Form 8-K.~~

The Company ~~complete~~monitors ~~December 31,~~its ~~2001~~investments ~~audited~~for ~~financial~~their ~~statements~~individual ofoperating ~~Entravision~~results, asoutlook ~~required~~and bymarket ~~SEC Regulation S-X, are incorporated by reference to Exhibit 99~~performance.1 ~~filed~~The ~~with the~~ Company's ~~2002~~follows ~~Annual~~the ~~Report~~guidance onin ~~Form 10-K/A~~SFAS ~~that~~115, ~~was~~Accounting ~~filed~~for onCertain ~~March 27,~~Investments ~~2003.~~in ~~Such~~Debt ~~Exhibit 99.1~~and ~~contains~~Equity ~~the~~Securities ~~portion~~and ~~of Entravision's~~FSP ~~2002~~FAS ~~Annual~~115-1 ~~Report~~and ~~on Form 10~~FAS 124-K1—The ~~that~~Meaning ~~contains~~of ~~their 2001 audited financial statements. In Entravision's 2003 Annual Report on Form 10~~Other-~~K, modifications~~Than-Temporary ~~were~~Impairment ~~made~~and toIts ~~Entravision's~~Application ~~2001 consolidated statement of operations~~ to ~~reclassify~~Certain ~~the~~Investments ~~revenues~~in ~~and~~determining ~~expenses~~whether ofa ~~its~~decline ~~publishing business that was sold~~ in ~~2003,~~fair tovalue ~~one~~below ~~line~~basis ~~item~~is ~~called income~~other ~~(loss)~~than ~~from discontinued operations~~temporary. ~~This~~The ~~reclassification~~Company ~~had~~has norecorded ~~impact on the 2001 net loss reported by Entravision or the Company's~~ investment inlosses ~~Entravision~~of ~~or its earnings reported in~~$162.9 ~~2001~~million, $2.9 ~~Refer~~million toand ~~Exhibit 99~~$3.17 ~~filed~~million ~~in this Annual Report on Form 10-K~~ for the ~~financial~~year ~~statements~~ended ~~of Entravision for~~ December 31, ~~2003~~2008, 2007 and ~~2002~~2006, ~~which~~respectively. ~~are~~See ~~also required~~“Notes byto ~~SEC~~Consolidated ~~Regulation S-X.~~Financial ~~Exhibit~~Statements—8. 99Investments.1” ~~filed in this document includes Entravision's 2001 consolidated statement of operations which contains the reclassification referred to above.~~

452006 World Cup Games

In 2006, the Company’s television segment aired the 2006 World Cup games, which generated revenues and expenses that did not exist in 2007. During the year ended December 31, 2006, the 2006 Fédération ~~SIGNATURES~~

~~Pursuant~~29 to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 12, 2004.

UNIVISIONTable COMMUNICATIONSof INC. By: /s/ GEORGE W. BLANK George W. Blank Executive Vice President and Chief Financial OfficerContents

~~Pursuant~~ toInternationale ~~the~~de ~~requirements~~Football ofAssociation ~~the~~(“FIFA”) ~~Securities~~World ~~Exchange~~Cup ~~Act~~directly ofcontributed ~~1934,~~an ~~this~~estimated ~~report~~$113.6 ~~has~~million ~~been~~of ~~signed~~incremental bynet ~~the~~revenue ~~following~~and ~~persons~~an estimated in$5.3 ~~the~~million ~~capacities~~of ~~and~~incremental onoperating ~~the~~income ~~dates~~before sodepreciation ~~indicated~~and amortization.

~~Each person~~Critical ~~whose~~Accounting ~~signature~~Policies appears below hereby authorizes Robert V. Cahill and George W. Blank, or either of them, as attorneys-in-fact to sign on his behalf, individually, and in the capacity stated below, and to file all amendments and/or supplements to this Annual Report on Form 10-K.

/s/ A. JERROLD PERENCHIO A. Jerrold Perenchio	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	March 12, 2004
/s/ GEORGE W. BLANK George W. Blank	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 12, 2004
/s/ FERNANDO AGUIRRE GAUDIANO Fernando Aguirre Gaudiano	Director	March 12, 2004
/s/ EMILIO AZCARRAGA JEAN Emilio Azcarraga Jean	Director	March 12, 2004
/s/ GUSTAVO A. CISNEROS R. Gustavo A. Cisneros R.	Director	March 12, 2004
/s/ HAROLD GABA Harold Gaba	Director	March 12, 2004
/s/ ALAN HORN Alan Horn	Director	March 12, 2004
/s/ JOHN G. PERENCHIO John G. Perenchio	Director	March 12, 2004
/s/ RAY RODRIGUEZ Ray Rodriguez	Director	March 12, 2004
/s/ MCHENRY T. TICHENOR, JR. McHenry T. Tichenor, Jr.	Director	March 12, 2004

Certain of the Company’s accounting policies require management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on the Company’s historical experience, terms of existing contracts, the Company’s evaluation of trends in the industry, information provided by the Company’s customers and suppliers and information available from other outside sources, as appropriate. However, they are subject to an inherent degree of uncertainty. As a result, actual results in these areas may differ significantly from the Company’s estimates.

46The Company believes the following critical accounting policies affect the more significant judgments and estimates used in the preparation of its financial statements and changes in these judgments and estimates may impact future results of operations and financial condition.

Program Costs ~~INDEX~~for TOTelevision ~~EXHIBITS~~ Broadcast

Exhibit Number		Description
2.1	(13)	Agreement and Plan of Reorganization, dated June 11, 2002, by and among Univision Communications Inc., Hispanic Broadcasting Corporation, and Univision Acquisition Corporation
3.1	(12)	Restated Certificate of Incorporation of the Company
3.2	(16)	Certificate of Amendment of Restated Certificate of Incorporation of the Company
3.3	(11)	Amended and Restated Bylaws of the Company
4.1	(4)	Form of specimen stock certificate
4.2	(9)	Indenture dated as of July 18, 2001, among Univision Communications Inc. and The Bank of New York as Trustee
4.3	(9)	Form of Supplemental Indenture to be delivered by additional guarantors, among Univision Communications Inc., the Guaranteeing Subsidiaries to be named therein, and The Bank of New York as Trustee
4.4	(17)	Officer's Certificate dated July 18, 2001 relating to the Company's 7.85% Notes due 2011
4.5	(18)	Form of Officer's Certificate for the Company's 2006, 2007, and 2008 Senior Notes
4.6	(18)	Form of Supplemental Indenture for the Company's Senior Notes Due 2006, 2007, and 2008
4.7	(18)	Form of 2.875% Senior Notes Due 2006
4.8	(18)	Form of Guarantee to Senior Notes Due 2006
4.9	(18)	Form of 3.500% Senior Notes Due 2007
4.10	(18)	Form of Guarantee to Senior Notes Due 2007
4.11	(18)	Form of 3.875% Senior Notes Due 2008
4.12	(18)	Form of Guarantee to Senior Notes Due 2008
10.1		Form of Indemnification Agreement between the Company and each of its executive officers and directors
10.2.1	(4)	Registration Rights Agreement dated as of October 2, 1996
10.2.2	(15)	Registration Rights Agreement dated September 22, 2003 by and between the Company and members of the Tichenor family
10.3	(3)	1996 Performance Award Plan
10.4.1	(11)	Second Amended and Restated Program License Agreement dated as of December 19, 2001 by and between Venevision International Corp. and the Company
10.4.2	(11)	Second Amended and Restated Program License Agreement dated as of December 19, 2001 by and between Productora de Teleprogramas, S.A. de C.V. and the Company
10.5	(4)	Participation Agreement dated as of October 2, 1996 by and among the Company, Perenchio, Televisa, Venevision and certain of their affiliates

Televisa and Venevision provide the Company’s three television networks with a substantial amount of programming. During 2006, 2007 and 2008, the Company paid annually an aggregate license fee of approximately 15% of television net revenues to Televisa and Venevision collectively for their programming subject to certain upward adjustments. See “Notes to Consolidated Financial Statements—13. Commitments.” The Company believes that the PLAs and all other agreements with Televisa and Venevision, which were related party transactions prior to the Merger, have been negotiated as arms-length transactions. If the license fee ultimately paid is more than the amount estimated by management, additional license fee expense will be recognized. On January 22, 2009, the Company amended and restated its PLA with Televisa in connection with the settlement of its litigation with Televisa over its original PLA. See Item 3. “Legal Proceedings.”

47All other costs incurred in connection with the production of or purchase of rights to programs that are ready and available to be broadcast within one year are classified as current assets, while costs of those programs to be broadcast subsequent to one year are considered non-current. Program costs are charged to operating expense as the programs are broadcast. In the case of multi-year sports contracts, program costs are charged to operating expense based on the flow-of-income method over the term of the contract. Management estimates the amount of revenue expected to be realized when programs are aired, as well as the revenue associated with multi-year sports contracts in applying the flow-of-income method. If the revenue realized associated with the programming is less than estimated, the Company’s future operating margins will be lower and previously capitalized program costs may be written off.

10.6	(11)	Amended and Restated International Program Rights Agreement dated as of December 19, 2001 by and among the Company, Venevision International, Inc. and Grupo Televisa, S.A.
10.7.1	(4)	Amended and Restated Warrant issued to Venevision dated as of October 2, 1996, as amended
10.7.2	(11)	Amended and Restated Warrant issued to Televisa Internacional, S.A. de C.V. dated as of December 19, 2001
10.7.3	(11)	Warrants issued to Grupo Televisa, S.A. dated as of December 19, 2001
10.7.4	(11)	Warrants issued to VVI Investments Corporation dated as of December 19, 2001
10.7.5	(11)	Warrants issued to Venevision Investments LLC dated as of December 19, 2001
10.7.6	(16)	Warrant issued to Television Holdings USA, LLC dated April 12, 2002
10.8	(8)	Credit Agreement dated as of July 18, 2001 among Univision Communications Inc., a Delaware corporation, Univision of Puerto Rico Inc., a Delaware corporation, the lenders from time to time party hereto, the Chase Manhattan Bank, as Administrative Agent, and BNP Paribas, as Documentation Agent
10.9	(11)	Subsidiary Guaranty dated as of July 18, 2001 made by the Univision guarantors to the Credit Agreement dated as of July 18, 2001 among Univision Communications Inc., a Delaware corporation, Univision of Puerto Rico Inc., a Delaware corporation, the lenders from time to time party hereto, the Chase Manhattan Bank, as Administrative Agent, and BNP Paribas, as Documentation Agent
10.10	(15)	Voting Agreement, dated June 11, 2002, by and among A. Jerrold Perenchio and McHenry Tichenor, Jr.
10.11.1	(1)	Employment Agreement dated as of January 1, 1995, between Univision Television Group, Inc. and George W. Blank
10.11.2	(16)	Amendment to Employment Agreement dated as of January 1, 2003 between Univision Communications Inc. and George W. Blank
10.11.3		Amendment to Employment Agreement dated as of January 1, 2004 between Univision Management Company and George W. Blank
10.12.1	(2)	Employment Agreement dated as of January 1, 1995 between the Univision Network Limited Partnership and Ray Rodriguez
10.12.2	(16)	Amendment to Employment Agreement dated as of January 1, 2003 between The Univision Network Limited Partnership and Ray Rodriguez
10.12.3		Amendment to Employment Agreement dated as of January 1, 2004 between The Univision Network Limited Partnership and Ray Rodriguez
10.13.1	(11)	Employment Agreement dated as of January 1, 1996 between The Univision Network Limited Partnership and Andrew Hobson
10.13.2	(16)	Amendment to Employment Agreement dated as of January 1, 2003 between Univision Communications Inc. and Andrew Hobson
10.13.3		Amendment to Employment Agreement dated as of January 1, 2004 between Univision Management Company and Andrew Hobson

Revenue Recognition

48Net revenue is comprised of gross revenues from the Company’s television and radio broadcast, cable and Interactive Media businesses, including subscriber fees, sales commissions on national advertising aired on Univision affiliated television stations, less agency commissions, volume and prompt payment discounts, music license fees paid by television and compensation costs paid to affiliated television stations. The Company’s television and radio gross revenues are recognized when advertising spots are aired and performance guaranties, if any, are achieved. The Interactive Media business recognizes primarily display advertising and sponsorship advertisement revenue. Display advertising revenue is recognized as “impressions” are delivered and sponsorship revenue is recognized ratably over the contract period. “Impressions” are defined as the number of times that an advertisement appears in pages viewed by users of the Company’s Internet properties.

10.14.1	(7)	Employment Agreement dated as of August 17, 2000 between the Univision Communications Inc. and C. Douglas Kranwinkle
10.14.2	(16)	Amendment to Employment Agreement dated as of January 1, 2003 between Univision Communications Inc. and C. Douglas Kranwinkle
10.14.3		Amendment to Employment Agreement dated as of January 1, 2004 between Univision Management Company and C. Douglas Kranwinkle
10.15	(15)	Employment Agreement, dated as of June 11, 2002, by and among Univision Communications Inc. and McHenry Tichenor, Jr.
10.16	(5)	Co-Production Agreement between the Company and Televisa
10.17	(6)	Reimbursement Agreement between the Company and Chartwell Services Inc.
10.18.1	(11)	Letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
10.18.2	(11)	First Amendment dated January 11, 2002 to Letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
10.18.3	(11)	Second Amendment dated January 11, 2002 to Letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
10.18.4	(11)	Third Amendment dated February 27, 2002 to Letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
10.18.5	(11)	Fourth Amendment dated March 7, 2002 to Letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
10.19	(19)	Stock Purchase Agreement, dated January 7, 2004, by and between Univision Communications Inc. and Clear Channel Investments, Inc.
16.1	(14)	Letter from Arthur Andersen LLP to the Securities and Exchange Commission dated June 25, 2002
21.1		Subsidiaries of the Company
23.1		Consent of Ernst & Young LLP
23.2		Consent of McGladrey & Pullen, LLP
24.1		Power of Attorney (contained on "Signatures" page)
31.1		Certification of CEO pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2		Certification of CFO pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1		Certification of CEO and CFO pursuant to Section 906 of Sarbanes-Oxley Act of 2002
99.1		Entravision Communications Corporation December 31, 2003 and 2002 audited financial statements

The Company has certain contractual commitments, primarily with Televisa, to provide future advertising and promotion time. The obligations associated with these commitments are recorded as deferred revenue at an

4930

50Table of Contents

amount equal to the fair value of the advertising and promotion time to be provided. Deferred revenue is relieved and revenue is recognized as the related ~~REPORT~~advertising OFand ~~INDEPENDENT~~promotion ~~AUDITORS~~ time is delivered. The deferred revenue accounts are reported separately on the Company’s consolidated balance sheet.

~~Board of~~Accounting ~~Directors~~for Intangibles and ~~Stockholders Univision~~Long-Lived ~~Communications Inc.~~Assets

~~We have~~For ~~audited~~purposes ~~the~~of ~~consolidated~~performing ~~financial~~the ~~statements~~impairment test of goodwill, ~~Univision~~we ~~Communications Inc.~~established ~~and~~the ~~subsidiaries~~following asreporting ofunits: ~~December 31~~television, ~~2003~~radio and ~~2002~~Interactive ~~and~~Media. ~~for~~The ~~the~~Company ~~years~~compares ~~then~~the ~~ended,~~fair ~~and have~~value ~~issued~~of ~~our~~the ~~report~~reporting ~~thereon~~unit ~~dated~~to ~~February 18,~~its ~~2004~~carrying ~~(included~~amount ~~elsewhere~~on inan ~~this~~annual ~~Form 10-K).~~basis ~~Our~~to ~~audits~~determine ~~also~~if ~~included~~there ~~the~~is ~~financial~~potential ~~statement~~goodwill impairment. ~~schedule~~If ~~listed~~the infair ~~Item~~value ~~15(b)~~ of ~~this Form 10-K for~~ the ~~years~~reporting ~~ended~~unit ~~December 31,~~is ~~2003~~less ~~and~~than ~~2002.~~its ~~The~~carrying ~~financial~~value, ~~statement~~an ~~schedule~~impairment ofloss ~~Univision~~is ~~Communications Inc.~~recorded asto ofthe ~~and~~extent ~~for~~that the ~~year~~fair ~~ended December 31,~~value ~~2001~~of ~~was~~the ~~audited~~goodwill bywithin ~~other~~the ~~auditors~~reporting ~~who~~unit ~~have~~is ~~ceased~~less ~~operations~~than ~~and~~its ~~whose~~carrying ~~report~~value. ~~dated~~The ~~February 4,~~Company ~~2002,~~also compares ~~expressed~~the anfair ~~unqualified~~value ~~opinion~~of onindefinite-lived ~~that~~intangible ~~financial~~assets ~~statement~~to ~~schedule. The~~their ~~schedule~~carrying isamount. If the ~~responsibility~~carrying amount of ~~the~~an ~~Company's~~indefinite-lived ~~management.~~intangible ~~Our~~asset ~~responsibility~~exceeds isits tofair ~~express~~value, an ~~opinion~~impairment ~~based~~loss onis ~~our audits~~recognized.

Goodwill and other intangible assets with indefinite lives are tested annually or more frequently if circumstances indicate a possible impairment exists pursuant to Statement of Financial Accounting Standards No. 142 (“SFAS 142”). SFAS 142 requires that the estimated fair value of a reporting unit be compared to its carrying value, including goodwill (the “Step 1 Test”). In ~~our~~Step ~~opinion~~1 Test, the ~~financial~~Company ~~statement~~estimated ~~schedule~~the ~~referred~~fair tovalue ~~above~~of each of our reporting units using a combination of discounted cash flows and market-based valuation methodologies. Developing estimates of fair value requires significant judgments, ~~when~~including making ~~considered~~assumptions about appropriate discount rates, perpetual growth rates, relevant comparable market multiples and the amount and timing of expected future cash flows. The cash flows employed in ~~relation~~our tovaluation analysis are based on the Company’s ~~basic~~best ~~financial~~estimates ~~statements~~considering ~~taken~~current marketplace factors and risks as well as assumptions of growth rates in future years. There is no assurance that actual results in the future will approximate these forecasts. For those reporting units whose estimated fair value exceeded the carrying value, no further testwork was required and no impairment was recorded. For those reporting units whose carrying value exceeded the fair value, a ~~whole~~second test was required to measure the impairment loss (the “Step 2 Test”). In the Step 2 Test, ~~present~~the ~~fairly~~fair invalue of the reporting unit was allocated to all ~~material~~of the assets and liabilities of the reporting unit with any residual value being allocated to goodwill. The difference ~~respects~~between such allocated amount and the ~~information~~carrying ~~set~~value ~~forth~~of ~~therein~~the goodwill is recorded as an impairment charge.

~~New~~In accordance with SFAS ~~York~~No. 144, ~~New~~Accounting ~~York~~for Impairment of Disposal of Long-Lived Assets, long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances ~~February 18~~indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to its estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, ~~2004~~an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. See “Notes to Consolidated Financial Statements — 6. Intangible Assets and Goodwill.”

51Share-Based Compensation

~~THIS~~On ~~REPORT~~January 1, IS2006, Athe ~~COPY~~Company OFadopted ASFAS ~~REPORT~~No. 123R, ~~PREVIOUSLY~~Share-Based ~~ISSUED~~Payment, BYwhich ~~ARTHUR~~requires ~~ANDERSEN~~compensation ~~LLP~~expense relating to share-based payments to be recognized in earnings using a fair-value measurement method. ~~THE~~The ~~REPORT~~Company ~~HAS~~has ~~NOT~~elected ~~BEEN~~to ~~REISSUED~~use BYthe ~~ARTHUR~~straight-line ~~ANDERSEN~~attribution ~~LLP~~method ~~NOR~~of ~~HAS~~recognizing ~~ARTHUR~~compensation ~~ANDERSEN~~expense ~~LLP~~over the vesting period. The fair value of each new ~~PROVIDED~~stock Aoption ~~CONSENT~~award TOwill ~~THE~~be ~~INCLUSION~~estimated OFon ~~ITS~~the ~~REPORT~~date INof ~~THIS~~grant ~~FORM~~using 10the Black-KScholes-Merton ~~ITEM~~option-pricing ~~14(b)~~model, INwhich ~~THE~~is ~~REPORT~~the ~~BELOW~~same ~~SHOULD~~model BEthat ~~15(b)~~was INused ~~THIS~~by ~~ANNUAL~~the ~~REPORT~~Company ONprior ~~FORM~~to ~~10-K~~the adoption of SFAS No. 123R.

Recent Accounting ~~REPORT~~Pronouncements ~~OF INDEPENDENT PUBLIC ACCOUNTANTS~~

ToFor recent ~~the~~accounting ~~Stockholders~~pronouncements see “Notes to Consolidated Financial Statements—1. Summary of ~~Univision~~Significant ~~Communications Inc~~Accounting Policies.:”

We have audited in accordance with auditing standards generally accepted in the United States, the consolidated financial statements of Univision Communications Inc. (a Delaware corporation) and subsidiaries for the years ended December 31, 2001, 2000 and 1999 included in Item 8 of this Form 10-K and have issued our report thereon dated February 4, 2002. Our audits were made for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The schedule listed in Item 14(b) of this Form 10-K is the responsibility of the Company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic consolidated financial statements. The schedule for the years ended December 31, 1999, 2000 and 2001 has been subjected to the auditing procedures applied in the audit of the basic consolidated financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.

ARTHURTable ANDERSENof LLP Contents

~~Roseland, New~~Results ~~Jersey February 4,~~of ~~2002~~Operations

52Overview

In the following table, the Company’s combined results for the year ended December 31, 2007 represent the sum of the amounts for the three months ended March 31, 2007 and the nine months ended December 31, 2007. This combination does not comply with U.S. generally accepted accounting principles (“GAAP”) or with the Securities and ~~SCHEDULE~~Exchange II Commission rules for pro forma presentation, but is presented because we believe it enables a meaningful comparison of our results for the year ended December 31, 2008 compared to year ended December 31, 2007.

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS For the Years Ended December 31, 2001, 2002 and 2003 (Dollars in thousands)


In thousands	Successor						Predecessor
In thousands	Year Ended December 31, 2008			Nine Months Ended December 31, 2007			Three Months Ended March 31, 2007			Year Ended December 31, 2007			Year Ended December 31, 2006
Net revenues	$	2,020,300		$	1,635,500		$	437,300		$	2,072,800		$	2,025,600

Direct operating expenses		683,300			524,000			160,600			684,600			719,900
Selling, general and administrative		580,100			427,000			139,700			566,700			528,600
Merger-related expenses		2,400			6,000			144,200			150,200			13,400
Impairment losses		5,372,600			—			—			—			—
Restructuring and related charges		45,000			7,800			—			7,800			—
Voluntary contribution per FCC consent decree		—			—			24,000			24,000			—
Televisa settlement and related charges		610,800			15,700			4,400			20,100			9,400
Depreciation and amortization		122,900			120,000			20,100			140,100			82,800

Operating expenses		7,417,100			1,100,500			493,000			1,593,500			1,354,100

Operating (loss) income		(5,396,800	)		535,000			(55,700	)		479,300			671,500
Other expense (income):
Interest expense		753,500			588,800			19,100			607,900			91,400
Interest income		(18,500	)		(4,300	)		(1,300	)		(5,600	)		(2,200	)
Loss on investments		162,900			2,900			—			2,900			3,700
Loss on extinguishment of debt		—			—			1,600			1,600			—
Amortization of deferred financing costs		47,100			34,800			500			35,300			2,600
Interest rate swap expense		68,600			—			—			—			—
Equity income in unconsolidated subsidiaries and other		(3,400	)		(2,900	)		(1,100	)		(4,000	)		(4,300	)

(Loss) income from continuing operations before income taxes		(6,407,000	)		(84,300	)		(74,500	)		(158,800	)		580,300
(Benefit) provision for income taxes		(1,284,400	)		(23,800	)		(5,900	)		(29,700	)		231,300

(Loss) income from continuing operations		(5,122,600	)		(60,500	)		(68,600	)		(129,100	)		349,000
(Loss) income from discontinued operation, net of income tax		(4,700	)		(187,400	)		1,600			(185,800	)		200

Net (loss) income	$	(5,127,300	)	$	(247,900	)	$	(67,000	)	$	(314,900	)	$	349,200

				Additions
Description	Balance at Beginning of Period			Charged to Costs and Expenses			Charged to Other Accounts			Deductions			Balance at end of Period
	Debit (Credit)			Debit (Credit)			Debit (Credit)			Debit (Credit)			Debit (Credit)
For the Year Ended December 31, 2001
Allowance for doubtful accounts	$	(8,754	)	$	(8,680	)	$	(709	)(2)	$	7,340	(1)	$	(10,803	)
Allowance for returns		—			(689	)		—			—			(689	)
Allowance for doubtful accounts and returns	$	(8,754	)	$	(9,369	)	$	(709	)(2)	$	7,340	(1)	$	(11,492	)
For the Year Ended December 31, 2002
Allowance for doubtful accounts	$	(10,803	)	$	(6,016	)	$	(4,951	)(2)	$	1,681	(1)	$	(20,089	)
Allowance for returns		(689	)		(2,359	)		(6,506	)(2)		—			(9,554	)
Allowance for doubtful accounts and returns	$	(11,492	)	$	(8,375	)	$	(11,457	)(2)	$	1,681	(1)	$	(29,643	)
For the Year Ended December 31, 2003
Allowance for doubtful accounts	$	(20,089	)	$	(2,634	)	$	(3,057	)(2)	$	3,729	(1)	$	(22,051	)
Allowance for returns		(9,554	)		(2,384	)		—			7,139			(4,799	)
Allowance for doubtful accounts and returns	$	(29,643	)	$	(5,018	)	$	(3,057	)(2)	$	10,868		$	(26,850	)

53Table of Contents

Year Ended ~~UNIVISION COMMUNICATIONS~~December ~~INC.~~31, ~~AND~~2008 ~~SUBSIDIARIES INDEX~~Compared TOto ~~CONSOLIDATED~~Year ~~FINANCIAL~~Ended ~~STATEMENTS~~ December 31, 2007

		Page
Univision Communications Inc.
	Reports of Independent Auditors	F-2
	Consolidated Balance Sheets at December 31, 2003 and 2002	F-4
	Consolidated Statements of Income for the Years Ended December 31, 2003, 2002 and 2001	F-5
	Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2001, 2002 and 2003	F-6
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001	F-7
	Notes to Consolidated Financial Statements	F-8

In comparing our results of operations for the year ended December 31, 2008 (“2008”) with those ended December 31, 2007 (“2007”), the following should be noted:

F• In 2008 and 2007, the Company incurred merger-1related expenses of $2.4 million and $150.2 million, respectively. The costs are primarily related to legal, banking, change in control severance payments and consulting fees incurred in connection with the Merger.

• In ~~REPORT~~2008, OFthe ~~INDEPENDENT~~Company ~~AUDITORS~~ recorded a non-cash impairment loss of $5.4 billion related to goodwill and intangible assets. See “Notes to Consolidated Financial Statements—6. Intangible Assets and Goodwill.”

~~Board of~~• ~~Directors~~In 2008 and ~~Stockholders Univision~~2007, ~~Communications Inc~~the Company recorded $45.0 million and $7.8 million, respectively, of restructuring and related charges, primarily related to severance payments.

~~We have~~• ~~audited~~In the ~~accompanying~~first ~~consolidated~~quarter ~~balance sheets~~ of ~~Univision Communications Inc. and subsidiaries (the "Company") as of December 31~~2007, ~~2003 and 2002 and~~ the ~~related~~ ~~consolidated statements of income, stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the~~ Company's ~~management.~~expensed ~~Our responsibility~~a isvoluntary tocontribution ~~express~~per ana ~~opinion~~Federal ~~on these financial statements based on our audits. The financial statements of Univision~~ Communications ~~Inc.~~ ~~as of and for the year ended December 31~~Commission, 2001 were audited by other auditors who have ceased operations and whose report dated February 4, 2002 expressed an unqualified opinion on those statements. We did not audit the financial statements of Entravision Communications Corporation, a equity method investee, or ~~the~~FCC ~~related~~consent ~~total~~decree ~~assets~~ of ~~$336.6 million~~approximately ~~as of December 31, 2002 and equity in earnings of~~ $424.9 0 million ~~for the year then ended included in the Company's financial statements. Those statements were audited by other auditors whose report has been furnished~~ to ~~us,~~resolve ~~and~~pending ~~our~~license ~~opinion, insofar~~renewal ~~as it relates to the amounts included for Entravision Communications Corporation in 2002, is based solely on the report of the other auditors~~applications.

~~We conducted~~• ~~our~~In ~~audits~~2008 inand ~~accordance~~2007, ~~with auditing standards generally accepted in~~ the ~~United~~Company ~~States.~~recorded ~~Those~~Televisa ~~standards~~settlement ~~require that we plan~~ and ~~perform~~related ~~the~~charges ~~audit to obtain reasonable assurance about whether the financial statements are free~~ of ~~material misstatement~~$610.8 Anmillion ~~audit includes examining, on a test basis, evidence supporting the amounts~~ and ~~disclosures in the financial statements~~$20.1 Anmillion, ~~audit also includes assessing the accounting principles used and significant estimates made by management~~respectively, asrelated ~~well~~to asits ~~evaluating the overall financial statement presentation~~PLA. WeSee ~~believe that~~“Notes ~~our~~to ~~audits~~Consolidated ~~and~~Financial ~~the report of other auditors provide a reasonable basis for our opinion~~Statements—14. Contingencies.”

• In ~~our~~ ~~opinion,~~2008 ~~based upon our audits~~ and ~~the report of other auditors in 2002~~2007, the ~~2003~~Company ~~and~~recorded ~~2002~~interest ~~financial~~expense ~~statements referred to above present fairly, in all material respects, the consolidated financial position~~ of ~~Univision Communications Inc~~$753.5 and ~~subsidiaries~~$607.9 ~~at December 31~~million, ~~2003 and 2002 and the consolidated results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States~~respectively.

~~As discussed~~• inIn ~~Note 2~~2008 and 2007, the Company ~~changed~~recorded ~~its~~losses ~~method~~on investments of ~~accounting~~$162.9 ~~for~~million ~~goodwill~~ and ~~other~~$2.9 ~~intangibles~~million, ~~effective~~respectively. ~~January 1,~~See ~~2002~~“Notes to Consolidated Financial Statements—8. Investments.”

~~New York~~• In 2008 and 2007, ~~New~~the ~~York February 18~~Company recorded management fee expense of $16.0 million and $14.4 million, ~~2004~~respectively, payable to affiliates of the Sponsors.

FNet revenue. Net revenue was $2,020.3 million in 2008 compared to $2,072.8 million in 2007, a decrease of $52.5 million or 2.5%. The Company’s television segment revenues were $1,563.7 million in 2008 compared to $1,596.6 million in 2007, a decrease of $32.9 million or 2.1%. The decrease in the revenues of the Company’s television networks and owned-and-operated stations are due to reduced spending on advertising due to the economic downturn and certain soccer championships which were aired in the second quarter of 2007. The Company’s radio segment had revenues of $414.1 million in 2008 compared to $429.9 million in 2007, a decrease of $15.8 million or 3.7% due to reduced spending on advertising as a result of the downturn in the economy. The Company’s Interactive Media segment had revenues of $42.5 million in 2008 compared to $46.3 million in 2007, a decrease of $3.8 million or 8.2%, primarily related to a decrease in display advertising.

~~THIS~~Expenses. ~~REPORT~~Direct ISoperating Aexpenses ~~COPY~~decreased OFto A$683.3 ~~REPORT~~million ~~PREVIOUSLY~~in ~~ISSUED~~2008 BYfrom ~~ARTHUR~~$684.6 ~~ANDERSEN~~million ~~LLP~~in 2007, a decrease of $1.3 million or 0.2%. The Company’s television segment direct operating expenses were $574.0 ~~THE~~million ~~REPORT~~in ~~HAS~~2008 ~~NOT~~compared ~~BEEN~~to ~~REISSUED~~$584.2 BYmillion ~~ARTHUR~~in ~~ANDERSEN~~2007, ~~LLP~~a ~~NOR~~decrease ~~HAS~~of ~~ARTHUR~~$10.2 ~~ANDERSEN~~million ~~LLP~~or 1.7%. The decrease is due to a decrease in programming costs of $8.5 million and a decrease in license fee expense of $1.7 million paid under our PLAs. The Company ~~PROVIDED~~has Aseparately ~~CONSENT~~recorded TOthe ~~THE~~impairment ~~INCLUSION~~of OFcertain ~~ITS~~programming ~~REPORT~~costs, INsee ~~THIS~~“Notes ~~FORM~~to Consolidated Financial Statements—5. Account Payable and Accrued Liabilities”. The Company’s radio segment had direct operating expenses of $93.8 million in 2008 compared to $85.1 million in 2007, an increase of $8.7 million or 10-K.2%. The increase is due to increased programming costs of $7.7 million and technical costs of $1.0 million. The Company’s Interactive Media segment had direct operating expenses of $15.5 million in 2008 compared to $15.3 million in 2007, an increase of $0.2 million or 1.3%. The increase is due primarily to increased technical costs. As a percentage of net revenue, the Company’s direct operating expenses increased to 33.8% in 2008 from 33.0% in 2007.

Selling, general and administrative expenses increased to $580.1 million in 2008 from $566.7 million in 2007, an increase of $13.4 million or 2.4%. The Company’s television segment selling, general and administrative expenses were $395.1 million in 2008 compared to $377.0 million in 2007, an increase of $18.1 ~~REPORT~~million OFor ~~INDEPENDENT~~4.8%. ~~PUBLIC~~The ~~ACCOUNTANTS~~ increase is due primarily to increased research costs of $6.4 million, increased bad debt

~~To the~~33 ~~Stockholders of Univision Communications Inc.:~~

We haveTable audited the accompanying consolidated balance sheets of Univision Communications Inc. (a Delaware corporation) and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2001. These consolidated financial statements are the responsibility of the Company's management of Univision Communications Inc. and subsidiaries. Our responsibility is to express an opinion on these financial statements based on our audits. Contents

We ~~conducted~~expense ~~our~~of ~~audits~~$7.3 million and an increase in ~~accordance~~the ~~with~~management ~~auditing~~fee ~~standards~~payable ~~generally~~to ~~accepted~~affiliates inof the ~~United~~Sponsors ~~States~~of $1.6 ~~Those~~million. ~~standards~~The ~~require~~Company’s ~~that~~radio wesegment ~~plan~~had selling, general and ~~perform~~administrative ~~the~~expenses ~~audit~~of to$167.3 ~~obtain~~million ~~reasonable assurance~~in ~~about~~2008 ~~whether~~compared ~~the~~to ~~consolidated~~$173.3 ~~financial~~million ~~statements~~in ~~are~~2007, ~~free~~a decrease of ~~material~~$6.0 ~~misstatement~~million or 3.5%. AnThe ~~audit~~decrease ~~includes~~is ~~examining,~~due onto a ~~test~~decrease ~~basis,~~in ~~evidence~~general ~~supporting~~and ~~the~~administrative ~~amounts~~compensation ~~and~~costs ~~disclosures~~of in$9.7 ~~the~~million offset ~~financial~~by ~~statements.~~an Anincrease ~~audit~~in ~~also~~selling ~~includes~~and ~~assessing~~research ~~the~~costs ~~accounting~~of ~~principles~~$3.6 ~~used~~million and ~~significant~~other ~~estimates~~costs ~~made~~of by$0.1 ~~management~~million. The Company’s Interactive Media segment had selling, asgeneral ~~well~~and asadministrative ~~evaluating~~expenses ~~the~~of ~~overall~~$17.7 ~~financial~~million ~~statement~~in ~~presentation~~2008 compared to $16.4 million in 2007, Wean ~~believe~~increase ~~that~~of ~~our~~$1.3 ~~audits~~million ~~provide~~or 7.9%. The increase is due primarily to increased selling costs of $1.8 million offset by other savings of $0.5 million. As a ~~reasonable~~percentage ~~basis~~of ~~for~~net ~~our~~revenue, ~~opinion~~the Company’s selling, general and administrative expenses increased to 28.7% in 2008 from 27.3% in 2007.

~~In our~~Merger-related ~~opinion,~~expenses. ~~the~~In ~~consolidated~~2008 ~~financial~~and ~~statements referred to above present fairly~~2007, ~~in all material respects,~~ the ~~financial~~Company ~~position~~incurred ~~of Univision Communications Inc. and~~merger-related ~~subsidiaries~~expenses as of ~~December~~$2.4 ~~31,~~million ~~2001~~ and ~~2000,~~$150.2 ~~and~~million. ~~the~~The ~~results~~costs ofare ~~their~~primarily ~~operations~~related ~~and~~to ~~their~~legal, ~~cash~~banking, ~~flows~~change ~~for~~in ~~each~~control ofseverance ~~the~~payments ~~three~~and ~~years~~consulting infees ~~the~~incurred ~~period ended December 31, 2001,~~ in ~~conformity~~ connection with ~~accounting~~the ~~principles~~Merger. ~~generally~~See ~~accepted~~“Notes into ~~the~~Consolidated ~~United~~Financial Statements—2. ~~States~~The Merger.”

~~ARTHUR~~Impairment ~~ANDERSEN~~losses. ~~LLP~~ In 2008, the Company recorded a non-cash impairment loss of $5.4 billion related to goodwill and intangible assets. See “Notes to Consolidated Financial Statements—6. Intangible Assets and Goodwill.”

~~Roseland~~Restructuring and related charges. During the fourth quarter of 2008, in response to continuing economic ~~New~~conditions, ~~Jersey~~the Company incurred restructuring and related charges related to a reduction in its workforce and discontinued certain programming. The Company recorded a charge of approximately $45.0 million comprised of a workforce reduction of ~~February~~$32.8 million and a programming impairment of approximately $12.2 million. The restructuring and related charges were $40.2, $4.6 and $0.2 million for the television, ~~2002~~radio and Interactive Media segments, respectively. In 2007, the Company recorded restructuring and related charges of $7.8 million related to severance. The charges were $7.0 and $0.8 million for the television and radio segments, respectively.

~~F-3~~Voluntary contribution per FCC consent decree. In 2007, the Company expensed a voluntary contribution per an FCC consent decree of approximately $24.0 million to resolve pending license renewal applications.

Televisa settlement and related charges. In 2008, the Company recorded $610.8 million in Televisa settlement and related charges. In connection with the settlement of the litigation between Televisa and the Company, we ~~UNIVISION~~recognized ~~COMMUNICATIONS~~a legal settlement charge of approximately $596.5 ~~INC~~million during the fiscal quarter ended December 31, 2008, comprised of a $3.5 million ~~AND~~cash ~~SUBSIDIARIES CONSOLIDATED~~settlement ~~BALANCE~~payment ~~SHEETS (In~~to ~~thousands~~Televisa; a charge of $57.0 million, ~~except~~representing ~~share~~the incremental impact of the renegotiated license fee schedule under the Amended PLA; and ~~per~~a non-~~share~~cash ~~data)~~ charge of $536.0 million, representing the fair value of the Company’s advertising commitment to provide Televisa a minimum amount of advertising at no cost to Televisa. The advertising revenue to Televisa will be recognized into revenues over the next nine years when the Company provides the advertising to Televisa to satisfy its commitment. During the twelve months ended December 31, 2008 and 2007, the Company incurred litigation costs related to this legal settlement of $14.3 and $20.1 million, respectively.

			December 31,
			2003			2002
ASSETS
Current assets:
	Cash		$	76,677		$	35,651
	Accounts receivable, less allowance for doubtful accounts and returns of $26,850 in 2003 and $29,643 in 2002			320,106			238,587
	Program rights			39,836			36,453
	Deferred tax assets			18,100			14,584
	Prepaid expenses and other			65,847			59,683
		Total current assets		520,566			384,958
Property and equipment, net, less accumulated depreciation of $258,950 in 2003 and $202,603 in 2002				555,469			477,854
Intangible assets, net				3,773,099			1,425,168
Goodwill				2,192,840			506,411
Deferred financing costs, net, less accumulated amortization of $5,752 in 2003 and $5,593 in 2002				14,104			17,260
Program rights				37,402			36,700
Investments in equity method investees				139,199			488,584
Investments in cost method investees				364,587			28,592
Other assets				45,651			36,869
Total assets			$	7,642,917		$	3,402,396
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable and accrued liabilities		$	209,373		$	160,433
	Income taxes			6,050			2,140
	Accrued interest			23,224			20,550
	Accrued license fees			13,327			11,794
	Deferred advertising revenues			4,250			4,250
	Program rights obligations			26,762			18,647
	Current portion of long-term debt and capital lease obligations			5,647			5,408
		Total current liabilities		288,633			223,222
Long-term debt including accrued interest				1,295,078			1,353,312
Capital lease obligations				73,268			78,921
Deferred advertising revenues				5,460			9,710
Program rights obligations				25,579			32,909
Deferred tax liabilities				793,247			115,500
Other long-term liabilities				58,675			30,734
		Total liabilities		2,539,940			1,844,308
Stockholders' equity:
	Preferred stock, $.01 par value (10,000,000 shares authorized; 0 issued and outstanding)			—			—
	Common stock, $.01 par value (492,000,000 shares authorized; 323,245,149 and 229,129,275 shares issued, including shares in treasury, at December 31, 2003 and 2002, respectively)			3,232			2,291
	Paid-in-capital			4,611,048			1,219,884
	Deferred compensation			(2,410	)		—
	Retained earnings			513,438			358,011
	Currency translation adjustment			(138	)		95
				5,125,170			1,580,281
	Less common stock held in treasury (1,017,180 shares at cost at December 31, 2003 and 2002)			(22,193	)		(22,193	)
		Total stockholders' equity		5,102,977			1,558,088
Total liabilities and stockholders' equity			$	7,642,917		$	3,402,396

Depreciation and amortization. Depreciation and amortization decreased to $122.9 million in 2008 from $140.1 million in 2007, a decrease of $17.2 million or 12.3%. The Company’s depreciation expense decreased to $72.3 million in 2008 from $78.8 million in 2007, a decrease of $6.5 million primarily related to decreased capital expenditures and an increase in the depreciable lives of certain tangible assets as a result of the Merger. The Company had amortization of intangible assets of $50.6 million and $61.3 million in 2008 and 2007, respectively, a decrease of $10.7 million. The decrease is due primarily to certain advertiser related intangibles assets that were fully amortized in 2007 following the Merger. The allocation of the purchase price related to the Merger affected both tangible and amortizable intangible assets. See “Notes to Consolidated Financial Statements—6. Intangible Assets and Goodwill.” Depreciation and amortization expense for the television segment decreased by $18.0 million to $105.8 million in 2008 from $123.8 million in 2007 primarily related to decreased capital expenditures and an increase in the depreciable lives of certain tangible assets as a result of the

~~See~~34 ~~Notes to Consolidated Financial Statements~~

F-4Table of Contents

Merger. ~~UNIVISION~~Depreciation ~~COMMUNICATIONS INC~~and amortization expense for the radio segment decreased by $0.3 ~~AND~~million ~~SUBSIDIARIES CONSOLIDATED~~to ~~STATEMENTS~~$9.9 OFmillion ~~INCOME For~~in 2008 from $10.2 million in 2007. Depreciation and amortization expense for the ~~Years~~Interactive ~~Ended~~Media ~~December 31, (In~~segment ~~thousands,~~was ~~except~~$7.2 ~~share~~million in 2008 and ~~per-share data)~~ $6.1 million in 2007, an increase of $1.1 million due primarily to an increase in intangible amortization expense.

		2003			2002			2001
Net revenues:
	Television, radio and Internet services	$	1,197,818		$	1,026,758		$	878,200
	Music products and publishing		113,197			64,535			9,670
Total net revenues			1,311,015			1,091,293			887,870
	Direct operating expenses of television, radio and Internet services		449,244			436,261			349,939
	Direct operating expenses of music products and publishing		64,497			35,134			5,822
Total direct operating expenses (excluding depreciation expense)			513,741			471,395			355,761
Selling, general and administrative expenses (excluding depreciation expense)			363,674			287,960			231,610
Depreciation and amortization			84,904			78,818			84,069
Operating income			348,696			253,120			216,430
Interest expense, net			71,322			87,233			53,463
Loss on extinguishment of debt			4,122			—			3,875
Amortization of deferred financing costs			3,832			3,846			2,488
Equity loss in unconsolidated subsidiaries and other			10,218			15,907			47,449
Gain on change in Entravision ownership interest			(1,611	)		(1,898	)		(4,552	)
Income before taxes			260,813			148,032			113,707
Provision for income taxes			105,386			61,504			61,296
Net income			155,427			86,528			52,411
Preferred stock dividends/accretion			—			(25	)		(70	)
Net income available to common stockholders		$	155,427		$	86,503		$	52,341
Basic Earnings Per Share
Net income per share available to common stockholders		$	0.61		$	0.39		$	0.25
Weighted average common shares outstanding			253,853,027			224,344,335			208,110,727
Diluted Earnings Per Share
Net income per share available to common stockholders		$	0.55		$	0.34		$	0.22
Weighted average common shares outstanding			283,838,587			256,337,046			239,817,378

Operating (loss) income. As a result of the factors discussed above and in the results of operations overview, the Company had an operating loss of $5,396.8 million in 2008 compared to operating income of $479.3 million in 2007, a decrease of $5,876.1 million. The Company’s television segment had an operating loss of $2,975.9 million in 2008 compared to operating income of $316.0 million in 2007, a decrease of $3,291.9 million. The Company’s radio segment had an operating loss of $2,312.8 million in 2008 compared to operating income of $154.8 million in 2007, a decrease of $2,467.6 million. The Company’s Interactive Media segment had an operating loss of $108.1 million in 2008 compared to operating income of $8.5 million in 2007, a decrease of $116.6 million.

~~See~~Interest expense. Interest expense increased to $753.5 million in 2008 from $607.9 million in 2007, an increase of $145.6 million. The increase is due primarily to an increase in borrowings partially offset by lower interest rates. See “Notes to Consolidated Financial Statements—10. Debt.”

F-Interest income. Interest income increased to $18.5 million in 2008 from $5.6 million in 2007, an increase of $12.9 million. The increase is due primarily to an increase in cash investments resulting from the Company’s borrowings of $700 million from its bank senior secured revolving credit facility and $250 million from its bank senior secured draw term loan facility in April 2008. See “Notes to Consolidated Financial Statements—10. Debt.”

Loss on ~~UNIVISION COMMUNICATIONS INC~~investments. ~~AND~~In ~~SUBSIDIARIES CONSOLIDATED~~2008, ~~STATEMENTS~~in OFaddition ~~CHANGES~~to INlosses ~~STOCKHOLDERS'~~of ~~EQUITY For~~$1.6 million on the ~~Years~~sale ~~Ended~~of ~~December~~Entravision securities, the Company recorded non-cash impairment charges of $150.0 31million, ~~2001~~consisting of $117.5 million related to the Company’s investment in Entravision, ~~2002~~$15.1 million related to Equity Media Holdings Corporation and ~~2003~~ $17.4 million related to an equity investment. The (Company also recorded an investment loss of $11.3 million, including legal fees of $0.3 million, on a money-market investment in the Reserve Primary Fund. See “Notes to Consolidated Financial Statements—8. Investments.” In 2007, ~~thousands)~~ the Company recorded an other than temporary decline of $2.9 million, of this amount, $1.6 million was related to our investment in Entravision and $1.3 million was related to Equity Media Holdings Corporation.

	Common Stock		Paid-in- Capital		Deferred Stock Compensation			Retained Earnings			Common Stock in Treasury			Accumulated Other Comprehensive Income (net of tax)			Total
Balance, January 1, 2001	$	2,071	$	496,227	$	—		$	219,167		$	(22,193	)	$	—		$	695,272
Net income for the year		—		—		—			52,411			—			—			52,411
Preferred stock dividends declared		—		—		—			(70	)		—			—			(70	)
Conversion of redeemable convertible 6% preferred stock		7		5,993		—			—			—			—			6,000
Exercise of stock options including related tax benefits		27		59,640		—			—			—			—			59,667
Balance, December 31, 2001		2,105		561,860		—			271,508			(22,193	)		—			813,280
Net income for the year		—		—		—			86,528			—			—			86,528
Currency translation adjustment income		—		—		—			—			—			95			95
Comprehensive income		—		—		—			—			—			—			86,623
Preferred stock dividend accretion		—		25		—			(25	)		—			—			—
Conversion of redeemable convertible 6% preferred stock		106		369,339		—			—			—			—			369,445
Issuance of common stock for the Fonovisa acquisition		60		235,040		—			—			—			—			235,100
Exercise of stock options including related tax benefits		20		53,620		—			—			—			—			53,640
Balance, December 31, 2002		2,291		1,219,884		—			358,011			(22,193	)		95			1,558,088
Net income for the year		—		—		—			155,427			—			—			155,427
Currency translation adjustment loss		—		—		—			—			—			(233	)		(233	)
Comprehensive income		—		—		—			—			—			—			155,194
Issuance of common stock for the Hispanic Broadcasting Corporation acquisition		927		3,354,903		—			—			—			—			3,355,830
Valuation of Hispanic Broadcasting Corporation's unvested options following the acquisition, net of amortization		—		—		(2,410	)		—			—			—			(2,410	)
Exercise of stock options including related tax benefits		14		36,261		—			—			—			—			36,275
Balance, December 31, 2003	$	3,232	$	4,611,048	$	(2,410	)	$	513,438		$	(22,193	)	$	(138	)	$	5,102,977

Amortization of deferred financing cost. Amortization of deferred financing costs increased to $47.1 million in 2008 from $35.3 million in 2007, an increase of $11.8 million.

~~See~~Interest ~~Notes~~rate swap expense. For the year ended December 31, 2008, subsequent to ~~Consolidated~~ceasing the ~~Financial~~application ~~Statements~~of hedge accounting, the Company recorded a pretax expense of approximately $68.6 million in fair market adjustments and accumulated other comprehensive loss amortization.

FBenefit for income taxes. In 2008, the Company reported an income tax benefit of $1,284.4 million related to current period losses and impairment losses related to intangible assets. In 2007, the Company reported an income tax benefit of $29.7 million related primarily to current period losses. The Company’s effective tax benefit rate of 20.1% in 2008 is different from the effective tax benefit rate of 18.7% in 2007 due primarily to the goodwill non-6cash impairment charge, Televisa settlement and related charges and investment losses, for which no tax benefit was recorded in 2008.

Loss from ~~CONSOLIDATED~~discontinued ~~STATEMENTS~~operation, OFnet ~~CASH~~of ~~FLOWS For~~income ~~the~~tax. ~~Years~~The ~~Ended~~Company ~~December~~reported a net loss from discontinued operation in 2008 of $4.7 ~~31, (In~~million ~~thousands)~~ compared to a net loss of $185.8 million in 2007 related to its music business. See “Notes to Consolidated Financial Statements—3. Discontinued Operations.”

		2003			2002			2001
Net income		$	155,427		$	86,528		$	52,411
Adjustments to reconcile net income to net cash from operating activities:
	Depreciation		72,340			60,718			43,100
	Loss (gain) on sale of fixed assets		800			(34	)		137
	Equity loss in unconsolidated subsidiaries		8,171			14,277			42,589
	Amortization of intangible assets and financing costs		17,015			22,273			43,596
	Deferred income taxes		53,046			58,629			13,439
	Other non-cash items		(4,576	)		(4,525	)		(3,040	)
	Loss on extinguishment of debt		4,122			—			3,875
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
	Accounts receivable		(15,491	)		(51,245	)		(10,961	)
	License fees payable		155,207			130,802			125,926
	Payment of license fees		(153,674	)		(129,570	)		(127,921	)
	Program rights		3,475			(31,638	)		124
	Prepaid expenses and other assets		(2,717	)		(35,871	)		(13,017	)
	Accounts payable and accrued liabilities		7,933			3,360			(13,009	)
	Income taxes		24,793			(33,155	)		(1,171	)
	Income tax benefit from options exercised		10,006			23,597			30,261
	Accrued interest		2,674			12,609			27,121
	Program rights obligations		(2,626	)		36,502			3,734
	Other, net		(6,148	)		(8,058	)		101
Net cash provided by operating activities			329,777			155,199			217,295
Cash flow from investing activities:
	Acquisitions, net of acquired cash		(146,544	)		(679,175	)		(529,009	)
	Investment in unconsolidated subsidiaries		4,585			(24,047	)		(175,807	)
	Capital expenditures		(56,283	)		(92,284	)		(130,188	)
	Proceeds from dissolution of investment in Ask Jeeves en Español, Inc.		—			—			19,385
	Other, net		882			225			(556	)
Net cash used in investing activities			(197,360	)		(795,281	)		(816,175	)
Cash flow from financing activities:
	Proceeds from issuance of long-term debt		266,000			694,476			1,217,350
	Proceeds from senior notes		694,526			—			495,370
	Proceeds from preferred stock		—			—			375,000
	Repayment of junior subordinated notes		—			(97,477	)		—
	Repayment of long-term debt		(1,076,964	)		(331,966	)		(1,167,686	)
	Exercise of stock options		26,270			30,042			27,889
	Preferred stock dividends paid		—			—			(130	)
	Payment of offering costs		(50	)		—			—
	Deferred financing costs		(1,173	)		(171	)		(22,612	)
Net cash (used in) provided by financing activities			(91,391	)		294,904			925,181
Net increase (decrease) in cash			41,026			(345,178	)		326,301
Cash beginning of year			35,651			380,829			54,528
Cash end of year		$	76,677		$	35,651		$	380,829
Supplemental disclosure of cash flow information:
	Interest paid	$	67,820		$	110,491		$	29,116
	Income taxes paid, net of refunds	$	16,881		$	16,564		$	18,946

Net loss. As a result of the above factors, the Company reported a net loss of $5,127.3 million in 2008 and $314.9 million in 2007.

~~See~~35 ~~Notes to Consolidated Financial Statements~~

F-7Table of Contents

Adjusted operating income before depreciation and amortization (“OIBDA”). OIBDA decreased to $798.2 million in 2008 from $863.3 million in 2007, a decrease of $65.1 million or 7.5%. The decrease is based on the net revenue and operating expense (direct operating expenses, selling, general and administrative expenses, ~~UNIVISION~~merger-related ~~COMMUNICATIONS INC~~expenses, impairment losses, Televisa settlement and related charges and depreciation and amortization) explanations above, along with the matters noted in the overview. ~~AND~~As ~~SUBSIDIARIES Notes~~a topercentage ~~Consolidated~~of ~~Financial~~net ~~Statements December 31~~revenue, ~~2003~~ the Company’s OIBDA decreased to 39.5% in 2008 from 41.6% in 2007.

1The Company uses the key indicator of OIBDA to evaluate the Company’s operating performance, for planning and forecasting future business operations, and except as described below, for reporting under its bank credit agreement. ~~Organization~~ This indicator is presented on an adjusted basis consistent with the definition in the Company’s bank credit agreement governing its senior secured credit facilities to exclude certain expenses. However, the Company’s key indicator of OIBDA excludes the benefit for certain income taxes which are included in calculating adjusted OIBDA under the Company ’s bank credit agreement. The bank credit agreement also allows the Company to make certain pro forma adjustments for purposes of calculating certain financial covenants, some of which would be applied to OIBDA. None of these pro forma adjustments are made to OIBDA for purposes other than reporting under the bank credit agreement.

~~Univision~~OIBDA ~~Communications Inc.~~is ~~and its wholly-owned subsidiaries (the "Company~~not," ~~"we," "us"~~ and ~~"our"),~~should ~~the~~not ~~leading Spanish-language media company in the~~be ~~United~~used ~~States~~as, ~~operates~~an inindicator ~~four~~of ~~business~~or ~~segments:~~alternative ~~television,~~to ~~radio,~~operating ~~music~~income ~~and~~or ~~Internet.~~net ~~The~~(loss) ~~Company's~~income ~~television~~as ~~operations~~reflected ~~include~~in the ~~Univision~~consolidated ~~and~~financial ~~TeleFutura~~statements. ~~networks,~~It ~~the~~is ~~Company's~~not ~~owned~~a ~~and operated~~measure ~~television~~of ~~stations~~financial ~~and~~performance ~~Galavisión.~~under ~~Univision~~GAAP ~~Radio, Inc.~~and ~~("Univision~~should ~~Radio")~~not ~~operates~~be ~~the~~considered ~~Company's~~in ~~radio~~isolation ~~business,~~or ~~which~~as ~~include its radio network and owned and~~a ~~operated~~substitute ~~radio~~for ~~stations.~~measures ~~See~~of ~~Note 4~~performance toprepared ~~Notes~~in toaccordance ~~Consolidated~~with ~~Financial Statements~~GAAP. ~~The~~Since ~~Company's music operations include~~ the ~~Univision~~definition ~~Records~~of ~~label,~~OIBDA ~~Fonovisa~~may ~~Records~~vary ~~label~~among companies and aindustries ~~50%~~it ~~interest in~~should ~~Disa~~not ~~Records,~~be ~~S.A.~~used deas ~~C.V.~~a ~~("Disa").~~measure ~~Univision~~of ~~Online, Inc.~~performance ~~("Univision~~among ~~Online") operates the Company's Internet portal, Univision~~companies.~~com.~~

~~2. Significant~~The ~~Accounting~~table ~~Policies~~ below summarizes the reconciliation of OIBDA to operating income (loss).

Principles of Consolidation


	Successor					Predecessor
	Year Ended December 31, 2008			Nine Months Ended December 31, 2007		Three Months Ended March 31, 2007
	In thousands
OIBDA	$	798,200		$	716,600	$	146,700
Depreciation and amortization		122,900			120,000		20,100
Televisa settlement and related charges		610,800			15,700		4,400
Merger-related expenses		2,400			6,000		144,200
Voluntary contribution per FCC consent decree		—			—		24,000
Impairment losses		5,372,600			—		—
Restructuring and related costs		45,000			7,800		—
Other (a)		41,300			32,100		9,700

Operating (loss) income	$	(5,396,800	)	$	535,000	$	(55,700	)

~~The~~(a) ~~consolidated~~Other ~~financial~~includes ~~statements~~management ~~include~~fee ~~the accounts and operations~~ of ~~the Company and its majority owned subsidiaries~~$16.0 ~~All significant intercompany accounts~~ and ~~transactions have been eliminated~~$14.4 ~~For~~million ~~investments~~for ~~in which~~ the ~~Company~~year ~~owns~~ended orDecember ~~controls~~31, ~~less~~2008 ~~than 20% of the voting shares~~ and ~~does~~nine ~~not~~months ~~have~~ended ~~significant~~December ~~influence~~31, ~~over~~2007, ~~operating~~respectively; ~~and financial~~business ~~policies~~optimization ~~of the investees~~expense, ~~the~~asset ~~cost~~impairment ~~method~~charge, ~~of accounting is used. For investments in which the Company has more than a 20% ownership interest (the Company has a 30% non~~share-~~voting ownership~~based ~~interest~~compensation, inTelevisa ~~Entravision)~~payments ~~and~~under ~~does not have significant influence over operating and financial policies of the investees~~protest, ~~the~~sponsor cost method of accounting is used. The Company has no investments in which it owns or controls less than 20% of the voting shares and has significant influence over operating and financial policies of the investee. Under the cost method of accountingexpense, ~~the~~other ~~Company does~~legal not share in the earnings and losses of the companies in which it has an investment. For investments in which the Company owns or controls more than 20% of the voting shares and does have significant influence over operating and financial policiesfees, ~~the~~letter ~~equity method~~ of ~~accounting~~credit ~~is used. Accordingly~~fees, ~~the Company's share of the earnings~~ and ~~losses~~a ofpurchase ~~these~~accounting ~~companies~~adjustment ~~are~~related ~~included~~to ~~in the equity loss in unconsolidated subsidiaries in the accompanying consolidated statements of income of the Company~~leases.

~~Certain reclassifications~~Year ~~have~~Ended ~~been~~December 31, ~~made~~2007 toCompared ~~the prior year's financial statements~~ to ~~conform~~Year toEnded ~~the~~December 31, ~~current~~2006 ~~year's presentation.~~

~~Use~~Overview ~~of Estimates~~

~~The~~In ~~preparation~~comparing ofour ~~financial~~results ~~statements~~of inoperations ~~conformity~~for ~~with~~the ~~generally~~year ~~accepted~~ended ~~accounting~~December 31, ~~principles requires management to make estimates and assumptions that~~2007 ~~affect~~(“2007”) ~~the~~with ~~reported~~those ~~amounts~~ended ~~of assets and liabilities~~December 31, ~~disclosure~~2006 ~~of contingent assets and liabilities at the date of the financial statements~~(“2006”), ~~and~~ the ~~reported~~following ~~amounts~~should ofbe ~~revenue~~noted: ~~and expenses during the reporting period. Actual results could differ from those estimates.~~

~~Fair~~• ~~Value~~In 2007 and 2006, the Company incurred Merger related expenses of ~~Financial~~$150.2 ~~Instruments~~ and $13.4 million, respectively. The costs are primarily related to legal, banking, change in control severance payments and consulting fees incurred in connection with the Merger.

~~The~~36 ~~Company estimates that the fair value of its short-term and long-term financial instruments approximate their carrying value on the books.~~

F-8Table of Contents

~~Equity~~• In 2007, the Company recorded an impairment charge related to its music business in the amount of $190.6 million before the effect of income taxes and ~~Cost~~$180.3 ~~Method~~million ~~Valuation~~net ~~And~~of ~~Accounting~~ income taxes. The decline in the value of our music business was due primarily to political, technological and economic factors impacting the music industry in general.

~~The~~• ~~Company's most significant investment at cost is its investment in Entravision Communications Corporation ("Entravision").~~ In ~~connection with the completion of the HBC acquisition~~2006, the Company’s ~~restructured~~television ~~its~~segment ~~ownership~~aired ~~interest~~the in2006 ~~Entravision~~World byCup ~~exchanging~~games, ~~its~~which ~~common~~generated ~~stock~~revenues ~~for~~and ~~non-voting~~expenses ~~preferred~~that ~~stock.~~did Onnot ~~September 22,~~exist ~~2003, the Company began accounting for its investment~~ in ~~Entravision~~2007. ~~under~~During the ~~cost~~year ~~method~~ended ofDecember ~~accounting.~~31, ~~As a result~~2006, the ~~Company~~2006 ~~has~~Fédération ~~ceased~~Internationale ~~recording an equity interest in the earnings or losses of Entravision. The Company's other significant investments are Disa Records, S.A.~~ de ~~C.V.~~Football Association (~~"Disa"~~“FIFA”) ~~and~~World ~~St.~~Cup ~~Louis/Denver~~directly ~~LLC,~~contributed ~~which~~an ~~are~~estimated ~~accounted~~$113.6 ~~for~~million ~~under~~of ~~the~~incremental ~~equity~~net ~~method~~revenue ~~of accounting,~~ and ~~Equity Broadcasting Corporation, which is accounted for under the cost method of accounting. The Company will record~~ an ~~impairment~~estimated ~~charge if and when it believes any investment has experienced a decline in value that is other than temporary~~$5.3 ~~The~~million ~~Company~~of ~~evaluates~~incremental ~~changes~~operating inincome ~~market~~before ~~conditions~~depreciation and~~/or~~ ~~operating results of its underlying investments that may result in the inability to recover the carrying value of the investments~~amortization.

~~New~~• ~~Emerging~~In ~~Issues~~the ~~Task~~first ~~Force~~quarter ~~Requirements~~ of 2007, the Company expensed a voluntary contribution per an FCC consent decree of approximately $24.0 million to resolve pending license renewal applications.

• In ~~November 2002,~~2007 ~~the~~and ~~Emerging~~2006, ~~Issues Task Force published Issue 01-08 "Determining Whether an Arrangement Contains a Lease" ("EITF 01-08"). EITF 01-08 became effective for~~ the Company inrecorded ~~the~~Televisa ~~third~~settlement ~~quarter of 2003. EITF 01-08 provides guidance for agreements that are contracts for services that do not transfer the right to use property, plant~~ and ~~equipment~~related ~~from~~charges ~~one~~of ~~contracting party to the other party~~$20.1 ~~The new guidance impacts primarily the Company's television networks, which capitalize these transponder lease agreements~~ and ~~records depreciation expense over the life of the contract~~$9.4 ~~According to EITF 01-08~~million, ~~if the Company negotiates a new transponder lease agreement~~respectively, ~~the Company~~for ~~will~~Televisa nolitigation ~~longer~~costs ~~capitalize,~~regarding ~~or incur depreciation expense, for~~ its ~~transponder lease agreements and will expense the cost as a service fee~~PLA.

• In ~~November 2001,~~ the Emerging Issues Task Force published Issue 01-09 "Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Products" ("EITF 01-09"). EITF 01-09 became effective for the Company in the first quarter of 2002. EITF 01-09 clarifies the income statement classification of costs incurred by a vendor in connection with the reseller's purchase or promotion of the vendor's products2007, resulting in certain cooperative advertising and product placement costs previously classified as selling expenses to be reflected as a reduction of revenues earned from that activity. The new guidance impacts primarily the Company's ~~cable~~recorded ~~network,~~restructuring ~~Galavisión, which amortized certain launch costs as selling expenses. As a result of applying the provisions of EITF 01-09, the Company's revenues~~ and ~~selling~~related ~~costs~~charges ~~each were reduced by an equal amount~~ of ~~approximately~~ $~~3,814,000 in 2002~~7.8 ~~Had~~million ~~this~~related ~~accounting~~to ~~change been in effect in 2001, Company's revenues and selling costs each would have been reduced by an equal amount of approximately $1,610,000~~severance.

~~Accounting~~• ~~for~~In ~~Long-Lived~~2007 ~~Assets~~ and 2006, the Company recorded interest expense of $607.9 and $91.4 million, respectively.

On• ~~June 30,~~In ~~2001~~2007, the ~~Financial~~Company ~~Accounting~~recorded ~~Standards~~management ~~Board~~fee ~~issued~~expense ~~Statement~~ of ~~Financial Accounting Standards ("SFAS") No~~$14. ~~141~~4 ~~"Business Combinations"~~million ~~and~~payable ~~SFAS No. 142 "Goodwill and Other Intangible Assets". SFAS No. 141 requires all business combinations initiated after June 30, 2001~~ to beaffiliates ~~accounted for using the purchase method~~ of ~~accounting and eliminates~~ the ~~pooling method of~~ Sponsors.

F-• At December 31, 2007, the Company recorded losses on investments of $2.9 million, which consisted of an other than temporary decline of $1.6 million related to our investment in Entravision and $1.3 million related to Equity Media Holdings Corporation. In 2006, the Company recorded losses on investments of $3.7 million, of this amount, $5.2 million was related to an other than temporary decline in the fair value of an equity investment and $1.5 million was related to gains on the sale of Entravision stock. The Company did not record a tax benefit related to these transactions in 2006.

~~accounting. SFAS~~Net Norevenue. ~~141~~Net ~~did~~revenue ~~not~~was ~~have~~$2,072.8 anmillion ~~impact~~in on2007 ~~the~~compared ~~Company's~~to ~~business~~$2,025.6 ~~since~~million ~~the~~in ~~Company~~2006, ~~has~~an ~~historically~~increase ~~accounted for all business combinations using the purchase method~~ of ~~accounting~~$47. ~~With~~2 ~~the~~million ~~adoption~~or of2.3%. ~~SFAS~~In ~~No. 142~~2006, the ~~goodwill~~2006 ~~and~~FIFA ~~other~~World ~~intangibles~~Cup ~~with~~contributed an ~~indefinite~~estimated ~~life,~~$113.6 ~~such~~million asof ~~broadcast~~incremental ~~licenses,~~net ~~ceased being amortized after December 31, 2001~~revenues. The Company’s television ~~and radio~~segment ~~broadcast~~revenues ~~licenses~~were ~~have~~$1,596.6 anmillion ~~indefinite~~in ~~life~~2007 ~~because~~compared ~~the Company expects~~ to ~~renew~~$1,492.1 ~~them~~million ~~and~~in ~~renewals are routinely granted with little cost~~2006, ~~provided~~excluding ~~that~~ the ~~licensee~~2006 ~~has~~FIFA ~~complied~~World ~~with the~~Cup ~~applicable~~estimated ~~rules~~incremental ~~and~~net ~~regulations~~revenues, ofan ~~the~~increase ~~Federal~~of ~~Communications~~$104.5 ~~Commission~~million ~~("FCC")~~or 7.0%. ~~Over~~The ~~the~~growth ~~last~~was ~~five~~primarily ~~years,~~attributable ~~all~~to the Company’s television ~~and radio licenses that have been up for renewal have been renewed~~networks, ~~and there~~resulting ~~has~~from ~~been~~increased ~~no compelling challenge to the license renewal~~viewership. The ~~technology~~owned-and-operated ~~used~~stations inalso ~~broadcasting~~had isincreased revenues ~~not~~attributable ~~expected~~primarily to ~~be replaced by another technology in~~ the ~~foreseeable~~New ~~future.~~York, ~~Therefore~~Chicago, ~~the television~~San ~~and~~Antonio, ~~radio~~Dallas ~~broadcast licenses~~ and ~~the~~Los ~~related~~Angeles ~~cash~~markets, ~~flows~~while ~~are~~most ~~expected~~of ~~to continue indefinitely. These indefinite cash flows indicate that~~ the ~~broadcast~~remaining ~~licenses~~markets ~~have~~were anessentially ~~indefinite useful life~~flat. ~~Therefore,~~The ~~the~~Company’s ~~license~~radio ~~would~~segment ~~not~~had berevenues ~~amortized~~of ~~until~~$429.9 ~~its~~million ~~useful~~in ~~life~~2007 iscompared ~~deemed~~ to ~~no longer be indefinite~~ $381.6 ~~The~~million ~~licenses~~in 2006, ~~other~~an ~~indefinite-lived~~increase ~~intangible~~of ~~assets~~$48.3 ~~and~~million ~~goodwill are tested annually for impairment,~~ or ~~more~~12.7%. ~~frequently~~The ifgrowth ~~circumstances~~was ~~indicate~~attributable aprimarily ~~possible~~to ~~impairment~~the ~~exists,~~stations in ~~accordance with paragraph 17 of SFAS No.142 and~~ the ~~Emerging~~Los ~~Issues~~Angeles, ~~Task~~Miami, ~~Force~~Houston, ~~published Issue 02-07~~Dallas, ~~"Unit~~and ofChicago ~~Accounting~~and ~~for~~increased ~~Testing~~network ~~Impairment of Indefinite-lived Intangible Assets" ("EITF 02-07")~~revenues. The Company’s ~~has~~Interactive ~~evaluated~~Media ~~its licenses, other indefinite-lived~~segment ~~intangible~~had ~~assets~~revenues ~~and goodwill, as~~ of ~~October 1,~~$46.3 ~~2003,~~million in ~~accordance~~2007 ~~with~~compared ~~the guidelines of SFAS No. 142 as it relates~~ to ~~assessing impairment and has concluded that it does not have an impairment loss related to these assets~~$38.3 Inmillion ~~addition,~~in ~~under SFAS No. 141~~2006, an ~~acquired~~increase ~~intangible asset should be separately recognized if the benefit~~ of ~~the~~$8.0 ~~intangible~~million ~~is obtained through contractual~~ or ~~other legal rights~~20.9%, orprimarily ifrelated ~~the~~to ~~intangible~~an ~~asset~~increase ~~can~~in ~~be sold, transferred, licensed, rented, or exchanged~~advertisers. ~~Intangible assets with measurable lives will be amortized over their respective useful lives.~~

~~In August~~Expenses. ~~2001,~~Direct ~~the~~operating ~~FASB~~expenses ~~issued~~decreased ~~SFAS~~to No$684. ~~144~~6 ~~"Accounting~~million ~~for~~in ~~Impairment~~2007 orfrom ~~Disposal~~$719.9 ofmillion ~~Long-Lived~~in ~~Assets."~~2006, ~~The~~a ~~Company~~decrease ~~accounted~~of ~~for~~$35.3 ~~long-lived assets~~million ~~under~~or ~~the~~4.9%. ~~provisions~~The ofCompany’s ~~SFAS~~television ~~No. 121,~~segment ~~"Accounting~~direct ~~for~~operating ~~the~~expenses were ~~Impairment~~$584.2 ofmillion ~~Long-Lived~~in ~~Assets~~2007 compared to be$633.4 ~~Disposed~~million ofin 2006," ~~until~~a itdecrease ~~adopted~~of ~~SFAS No~~$49. ~~144~~2 onmillion ~~January 1,~~or ~~2002~~7. ~~SFAS No~~8%. ~~144~~ ~~retains~~The ~~the~~decrease ~~fundamental~~is ~~provisions~~due ofto ~~SFAS~~the ~~No. 121~~elimination ~~for~~of ~~(a) recognition~~2006 ~~and~~World ~~measurement~~Cup costs of an$108.3 ~~impairment~~million; ~~loss~~offset ifby ~~the~~increased ~~carrying~~license ~~value~~fee expense of ~~the~~$14.0 ~~asset~~million ~~is not recoverable~~paid ~~from~~under ~~its~~our ~~undiscounted~~PLA ~~cash~~and ~~flows~~$45.1 ormillion ~~fair~~primarily ~~values~~related ~~are~~to ~~less~~increased ~~than~~programming ~~carrying~~costs. ~~values~~The ~~(b) measurement~~Company’s ofradio ~~long-lived~~segment ~~assets~~had todirect beoperating ~~disposed~~expenses of ~~by sale~~$85.1 ~~SFAS~~million ~~No. 144~~in is2007 ~~effective~~compared ~~for financial~~to ~~statements~~$72.7 ~~issued~~million ~~for~~in ~~fiscal years beginning after December 15~~2006, ~~2001,~~an ~~and~~increase ~~interim~~of ~~periods~~$12.4 ~~within~~million ~~those~~or ~~years~~17.1%. The increase ~~adoption~~is ofdue ~~SFAS~~to ~~No. 144~~increased ~~did~~programming ~~not~~costs ~~have~~of a$11.4 ~~material~~million ~~effect~~and ontechnical ~~the Company's~~costs ~~financial~~of ~~statements~~$1.0 million. The Company'’s ~~intangible~~Interactive ~~assets~~Media ~~consist~~segment had direct operating expenses of ~~amounts~~$15.3 million in ~~which~~2007 ~~the~~compared ~~cost~~to of$13.8 ~~acquisitions~~million ~~exceeded~~in ~~the~~2006, ~~fair~~an ~~values~~increase of ~~assigned~~$1.5 tomillion ~~net~~or ~~tangible assets~~10.9%. The ~~indefinite-lived intangible~~increase ~~assets~~is due primarily ~~represent~~to ~~broadcasting~~increased ~~licenses~~technical and ~~goodwill~~programming costs. ~~Intangible~~As ~~assets~~a ~~with~~percentage ~~definite~~of ~~lives~~net ~~are~~revenues, ~~amortized~~the ~~over~~Company’s ~~their~~direct ~~useful~~operating ~~lives.~~expenses ~~The~~decreased ~~remaining~~to ~~useful~~33.0% ~~lives~~in of2007 ~~these intangibles range~~ from ~~approximately~~35.5% ~~one~~in ~~to 39 years~~2006.

~~Subsequent to acquisitions~~Selling, ~~the~~general ~~Company~~and ~~periodically,~~administrative atexpenses ~~least~~increased ~~once~~to a$566.7 ~~year,~~million ~~evaluates~~in ~~whether~~2007 ~~later~~from ~~events~~$528.6 ~~and~~million ~~circumstances~~in ~~have~~2006, ~~occurred~~an ~~which~~increase ~~indicate that the remaining estimated useful life~~ of ~~intangible~~$38.1 ~~assets~~million ~~may warrant revision~~ or ~~that the remaining balance of such assets may not be recoverable~~7.2%. The Company’s ~~has~~television ~~evaluated~~segment ~~its indefinite-lived intangible asset balances at October 1~~selling, ~~2003~~general and ~~determined~~administrative ~~that~~expenses ~~its~~were ~~amortizable~~$377.0 ~~intangibles~~million ~~are recoverable~~ in ~~accordance~~2007 ~~with~~compared ~~SFAS~~to No$348. ~~144~~7 ~~and~~million ~~non-amortizable~~in ~~intangibles~~2006, ~~fair~~an ~~market~~increase ~~values~~of ~~exceed~~ ~~their book value.~~

~~F-10~~37

ReportingTable Gains and Losses from Extinguishments of Debt Contents

~~SFAS No~~ $28.3 ~~145,~~million ~~"Rescission~~or of8.1%. ~~FASB~~The ~~Statements~~increase ~~No. 4,~~is ~~44,~~due ~~and~~primarily ~~64,~~to ~~Amendment~~a ofmanagement ~~FASB~~fee ~~Statement~~payable ~~No. 13,~~to ~~and~~affiliates ~~Technical~~of ~~Corrections"~~the ~~was~~Sponsors ~~issued~~of ~~in April 2002~~$14.4 ~~SFAS~~million, ~~No. 145~~business ~~rescinds~~optimization expense ~~FASB~~of ~~Statement No~~$11. 4,5 ~~"Reporting~~million ~~Gains~~ and ~~Losses~~increased ~~from~~research ~~Extinguishment~~and promotion costs of ~~Debt,"~~$5.4 ~~and~~million offset by an ~~amendment~~decrease ofin ~~that~~general ~~statement,~~and ~~FASB~~administrative ~~Statement~~compensation Nocosts of $6.2 ~~44, "Accounting~~million. ~~for~~The ~~Intangible~~Company’s ~~Assets~~radio ofsegment ~~Motor~~had ~~Carriers"~~selling, general and ~~FASB~~administrative expenses ~~Statement~~of No$173. ~~64,~~3 ~~"Extinguishments~~million ofin ~~Debt~~2007 ~~Made~~compared to ~~Satisfy~~$164.8 ~~Sinking-Fund~~million ~~Requirements."~~in ~~SFAS~~2006, ~~No. 145~~an ~~amends~~increase ~~FASB Statement~~of No$8. ~~13,~~5 ~~"Accounting~~million ~~for~~or ~~Leases"~~5.2%. ~~and~~The ~~other~~increase ~~existing~~is ~~authoritative~~primarily ~~pronouncements~~due to ~~make~~increased ~~various~~selling ~~technical~~costs ~~corrections~~of ~~and~~$11.2 ~~clarify~~million ~~meanings,~~offset orby ~~describes~~various ~~their~~savings ~~applicability~~of ~~under changed~~$2.7 ~~conditions~~million. ~~SFAS~~The ~~No. 145~~Company’s Interactive ~~was~~Media ~~effective~~segment ~~for~~had ~~fiscal~~selling, ~~years~~general ~~beginning~~and ~~after~~administrative ~~May 15,~~expenses ~~2002~~of $16.4 Onmillion ~~January~~ in 2007 compared to $15.1, ~~2003~~million in 2006, ~~the~~an ~~Company~~increase ~~adopted~~of ~~SFAS~~$1.3 Nomillion or 8. ~~145~~6%. ~~and~~The ~~reclassified~~increase ~~the extraordinary~~is ~~losses~~due ~~recognized~~primarily onto ~~the~~an ~~extinguishments~~increase in selling costs of ~~debt~~$1.1 million. inAs ~~1999~~a ~~and~~percentage ~~2001~~of tonet ~~income~~revenues, ~~from~~the ~~continuing~~Company’s ~~operations~~selling, general and administrative expenses increased to 27.3% in ~~its~~2007 ~~financial~~from ~~statements~~26.1% in 2006.

~~Accounting~~Merger-related ~~for~~expenses. In ~~Costs~~2007 ~~Associated~~and 2006, the Company incurred Merger related expenses of $150.2 million and $13.4 million, respectively, of which $144.5 million and $13.2 million related to the television segment and $5.7 million and $0.2 million related to the radio segment, respectively. The costs are primarily related to legal, banking, change in control severance payments and consulting fees incurred in connection with ~~Exit~~the orMerger. ~~Disposal~~See “Notes ~~Activities~~ to Consolidated Financial Statements—2. The Merger.”

~~SFAS~~Restructuring ~~No. 146,~~and ~~"Accounting~~related ~~for~~charges. ~~Costs~~In ~~Associated with Exit or Disposal Activities" was issued on July 30~~2007, ~~2002 and replaces Emerging Issues Task Force~~the ~~Issue~~Company ~~No. 94-3,~~recorded ~~"Liability~~restructuring ~~Recognition for Certain Employee Termination Benefits~~ and ~~Other~~related ~~Costs~~charges toof ~~Exit an Activity~~$7."8 ~~SFAS~~million ~~No. 146~~related ~~requires companies~~ to ~~recognize~~severance. ~~certain costs~~The ~~associated~~charges ~~with~~were ~~exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan~~$7.0 ~~SFAS~~and No$0.8 ~~146~~million ~~is effective~~ for ~~exit~~the ortelevision ~~disposal activities~~and ~~that~~radio ~~are initiated after December 31~~segments, ~~2002~~respectively. ~~The adoption of this standard has not had a material effect on the Company's financial statements.~~

~~Stock-Based~~Televisa ~~Compensation~~ settlement and related charges. In 2007 and 2006, the Company recorded Televisa and related charges of $20.1 million and 9.4 million related, respectively.

~~The~~Voluntary ~~Company~~contribution ~~follows~~per ~~the~~FCC ~~provisions~~consent ~~of SFAS No~~decree. ~~123~~In 2007, ~~"Accounting for Stock-Based Compensation". The provisions of SFAS No. 123 allow companies to either expense~~ the ~~estimated~~Company ~~fair~~expensed ~~value~~a ofvoluntary ~~stock options or to continue to follow the intrinsic value method set forth in Accounting Principles Board Opinion ("APB") No. 25, Accounting for~~contribution ~~Stock~~per ~~Issued~~an toFCC ~~Employees,~~consent ~~but~~decree ~~disclose the pro forma effects on net income (loss) had the fair value~~ of ~~the~~approximately ~~options been expensed~~$24.0 ~~The~~million ~~Company has elected~~ to ~~continue~~resolve topending ~~apply~~license ~~APB~~renewal Noapplications. 25 ~~in accounting for its stock option incentive plans (see Note 15).~~

InDepreciation and ~~December~~amortization. ~~2002,~~Depreciation ~~the~~and ~~FASB~~amortization ~~issued~~increased ~~SFAS~~to No$140. ~~148,~~1 ~~"Accounting~~million ~~for~~in ~~Stock-Based~~2007 ~~Compensation~~from $82.8 million in 2006, ~~Transition~~an ~~and~~increase ~~Disclosure"~~of $57.3 ~~SFAS~~million Noor 69. ~~148~~2% ~~provides~~The ~~alternative~~Company’s ~~methods~~depreciation ofexpense decreased to $78.8 million in 2007 from $80.1 million ~~transition~~in ~~for~~2006, a ~~voluntary~~decrease ~~change~~of $1.3 million primarily related to decreased capital expenditures and an increase in the ~~fair~~depreciable ~~value~~lives ~~based~~of ~~method~~certain tangible assets as a result of ~~accounting~~the ~~for~~Merger. ~~stock-based~~The ~~employee~~Company ~~compensation~~had amortization of intangible assets of $61.3 ~~SFAS~~million and No$2. ~~148~~7 ~~also~~million ~~requires~~in ~~that~~2007 ~~disclosures~~and 2006, respectively, an increase of ~~the~~$58.6 ~~pro~~million. ~~forma~~The ~~effect~~allocation of ~~using~~ the ~~fair~~purchase ~~value~~price ~~method~~related ofto ~~accounting~~the ~~for~~Merger ~~stock-based~~affected ~~employee~~both ~~compensation~~tangible beand ~~displayed~~amortizable ~~more~~intangible ~~prominently~~assets. ~~and~~See in“Notes ato ~~tabular~~Consolidated ~~format~~Financial Statements—6. ~~Additionally,~~Goodwill ~~SFAS~~and NoOther Intangible Assets. ~~148~~” ~~requires~~Depreciation ~~disclosure~~and ofamortization expense for the ~~pro forma~~television ~~effect~~segment increased by $55.4 million to $123.8 million in ~~interim~~2007 ~~financial~~from ~~statements~~$68.4 ~~The~~million ~~transition~~in ~~and~~2006 ~~annual~~due ~~disclosure~~to ~~requirements~~an ofincrease ~~SFAS~~in amortization Noexpense from the purchase accounting adjustments. ~~148~~ ~~were~~Depreciation ~~effective~~and amortization expense for ~~fiscal~~the ~~years~~radio ~~ended~~segment ~~after~~decreased ~~December 15,~~by ~~2002~~$2.1 ~~The~~million ~~interim disclosure~~to ~~requirements~~$10.2 ofmillion ~~SFAS~~in No2007 from $12. ~~148~~3 ~~were~~million ~~effective~~in ~~for~~2006 ~~interim~~primarily ~~periods~~due ~~ending~~to ~~after~~an ~~December 15,~~increase ~~2002.~~in ~~The~~the ~~adoption~~depreciable lives of ~~the~~certain ~~provisions~~intangible assets as a result of ~~SFAS~~the NoMerger. ~~148~~ ~~did~~Depreciation ~~not~~and ~~have~~amortization aexpense ~~material impact~~for on the ~~Company's~~Interactive ~~consolidated~~Media ~~financial~~segment ~~statements~~was $6.1 ~~However,~~million ~~the~~in ~~Company~~2007 ~~has~~and ~~modified~~$2.1 ~~its~~million ~~disclosures~~in as2006 ~~required~~due to an increase in amortization expense from the purchase accounting adjustments.

~~F-11~~Operating income. As a result of the above factors, operating income decreased to $479.3 million in 2007 from $671.5 million in 2006, a decrease of $192.2 million or 28.6%. The Company’s television segment had operating income of $316.0 million in 2007 and $532.6 million in 2006, a decrease of $216.6 million or 40.7%. The Company’s radio segment had operating income of $154.8 million in 2007 compared to $131.6 million in 2006, an increase of $23.2 million or 17.6%. The Company’s Interactive Media segment had operating income of $8.5 million in 2007 compared to $7.3 million in 2006, an increase of $1.2 million or 16.4%. The Company’s operating income as a percentage of net revenues was 23.1% and 33.1% in 2007 and 2006, respectively.

~~In 1996,~~Interest ~~the Company adopted the 1996 Performance Award Plan (the "Plan") that reserves shares of Class~~expense. AInterest ~~Common~~expense ~~Stock~~increased ~~for issuance~~ to ~~Company~~$607.9 ~~officers,~~million ~~key~~in ~~employees~~2007 ~~and~~from ~~other eligible persons as determined by the Board of Directors or Plan Committee (as appointed by the Board)~~$91.4 ~~The~~million ~~Company~~in ~~has~~2006, ~~adopted~~an ~~the~~increase ~~disclosure-only provisions~~ of ~~SFAS No~~$516. ~~123 "Accounting~~5 ~~for Stock-Based Compensation~~million." ~~Accordingly,~~The noincrease ~~compensation~~is ~~cost~~due ~~has~~primarily ~~been~~to ~~recognized~~an ~~for~~increase ~~the~~in ~~Plan.~~borrowings ~~Had compensation cost for the Plan been determined based on the fair value at the grant date for awards~~ in ~~2003, 2002 and 2001 consistent~~ connection with the ~~provisions of SFAS No~~Merger. ~~123,~~ ~~the~~See ~~Company's~~“Notes ~~net income and earnings per share available~~ to ~~common~~Consolidated ~~stockholders~~Financial ~~would~~Statements—10. ~~have~~Debt.” ~~been reduced to the pro forma amounts indicated below:~~

	Basic Earnings Per Share						Diluted Earnings Per Share
	2003		2002		2001		2003		2002		2001
	(In thousands, except per-share data)
Net income available to common stockholders—as reported	$	155,427	$	86,503	$	52,341	$	155,427	$	86,528	$	52,411
Stock-based employee compensation, net of tax		32,078		35,486		34,364		32,078		35,486		34,364
Net income available to common stockholders—pro forma	$	123,349	$	51,017	$	17,977	$	123,349	$	51,042	$	18,047
Earnings per share available to common stockholders—as reported		0.61		0.39		0.25		0.55		0.34		0.22
Earnings per share available to common stockholders—pro forma		0.49		0.23		0.09		0.43		0.20		0.08

The fairTable value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in 2003, 2002 and 2001, respectively: dividend yield of 0%, expected volatility of 48.467%, 49.311% and 45.385%, risk-free interest rate of 3.68%, 3.54% and 4.38% and expected life of six years. The Company currently uses graded (accelerated) vesting as its amortization policy, which results in higher compensation expense in the early years of the vesting period. Contents

~~Consolidation~~Interest income. Interest income increased to $5.6 million in 2007 from $2.2 million in 2006, an increase of ~~Variable~~$3.4 ~~Interest~~million. ~~Entities~~ The increase is due primarily to an increase in cash from operations during the year.

InLoss ~~January~~on investments. At December ~~2003~~31, 2007, the ~~FASB~~Company ~~issued~~recorded ~~FASB~~an ~~Interpretation~~other ~~("FIN")~~than ~~No. 46,~~temporary ~~"Consolidation~~decline of ~~Variable~~$2.9 ~~Interest Entities~~million," ~~which addresses consolidation by business enterprises~~ of ~~variable~~this ~~interest~~amount, ~~entities ("VIEs")~~$1.6 ~~FIN~~million ~~No. 46~~was ~~expands~~related ~~upon~~to ~~and~~our ~~strengthens~~investment ~~existing accounting guidance that addresses when a company should include~~ in ~~its~~Entravision ~~financial statements the assets, liabilities~~ and ~~activities of another entity~~$1.3 ~~Under~~million ~~previous~~was ~~guidance,~~related ato ~~company~~Equity ~~generally~~Media ~~included another entity in its consolidated financial statements only if it controlled~~Holdings ~~the entity through voting interests~~Corporation. ~~FIN~~In ~~No. 46~~2006, ~~requires~~the aCompany ~~variable~~recorded ~~interest~~an ~~entity~~investment toloss ~~be consolidated by a company if that company is the "primary beneficiary"~~ of ~~that entity~~$3.7 ~~The primary beneficiary is subject to a majority of the risk of loss from the VIE's activities~~million, ~~or is entitled to receive a majority~~ of ~~the~~this ~~VIE's residual returns~~amount, ~~or both~~$5.2 ~~The~~million ~~consolidation~~was ~~requirements~~related ~~of FIN No. 46 apply immediately~~ to ~~VIEs~~an ~~created~~other ~~after~~than ~~January 31,~~temporary ~~2003~~decline ~~and~~in ~~for~~ the ~~first~~fair ~~fiscal~~value ~~year~~of oran ~~interim~~equity ~~period~~investment ~~ending~~and ~~after~~$1.5 ~~December 15,~~million ~~2003~~was ~~for~~related ~~VIEs~~to ingains ~~which~~on anthe ~~enterprise~~sale of ~~holds~~the aCompany’s ~~variable~~shares ~~interest~~of ~~that~~Entravision itClass ~~acquired~~U ~~before~~common ~~February 1, 2003~~stock. ~~Certain of the disclosure requirements apply~~

~~F-12~~Amortization of deferred financing cost. Amortization of deferred financing costs increased to $35.3 million in 2007 from $2.6 million in 2006, an increase of $32.7 million resulting from the Company’s new borrowings.

~~to all~~Provision ~~financial~~(benefit) ~~statements~~for ~~issued~~income ~~after January~~taxes. ~~31,~~In ~~2003~~2007, ~~regardless~~the ofCompany ~~when~~reported ~~the~~an ~~VIE~~income ~~was~~tax ~~established.~~benefit ~~During~~of ~~2003~~$29.7 million, ~~the~~representing ~~FASB~~$24.0 ~~delayed~~million ~~the~~of ~~implementation~~a current ~~date~~tax benefit and $5.7 million of ~~FIN~~a Nodeferred tax benefit. 46 ~~until March 31,~~In ~~2004~~2006, ~~for~~the ~~entities~~Company ~~that~~reported ~~are~~an ~~not~~income ~~special~~tax ~~purpose~~provision ~~entities~~of ~~under~~$231.3 ~~GAAP~~million, ~~guidelines~~representing $167.6 ~~The~~million ~~Company's~~of ~~equity~~current ~~investments~~tax ~~under~~expense ~~these~~and ~~GAAP~~$63.7 ~~guidelines~~million ~~are~~of ~~not~~deferred ~~considered~~tax ~~special~~expense. ~~purpose~~The Company’s ~~entities~~effective tax benefit rate of 18.7% ~~Management~~in 2007 is ~~still~~different ~~evaluating~~from the ~~requirements~~effective oftax ~~FIN~~rate Noof 39. 469% ~~but~~in ~~does~~2006 ~~not~~due ~~expect~~primarily ~~that~~to ~~its~~the ~~adoption~~pre-tax ~~will~~loss ~~have~~and anon-deductibility ~~material~~of ~~impact~~certain onMerger ~~the~~related ~~Company's~~expenses ~~financial~~recorded ~~position~~in ~~or results of operations~~2007.

~~Derivative~~(Loss) ~~Instruments~~income from discontinued operation, net of income tax. The Company reported a net loss from discontinued operation in 2007 of $185.8 million compared to net income of $0.2 million in 2006 related to its music business. The net loss in 2007 includes an impairment charge related to the music business in the amount of $190.6 million before the effect of income taxes and ~~Hedging~~$180.3 million ~~Activities~~ net of income taxes. See “Notes to Consolidated Financial Statements—3. Discontinued Operations.”

InNet (loss) ~~April 2003,~~income. ~~the~~As ~~FASB~~a ~~issued~~result ~~SFAS No. 149, "Amendment~~ of ~~Statement~~the ~~133~~above ~~on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments~~factors, ~~including~~the ~~certain~~Company ~~derivative~~reported ~~instruments~~a ~~embedded~~net inloss ~~other~~of ~~contracts and for hedging activities under SFAS No~~$314. ~~133,~~9 ~~"Accounting~~million ~~for~~in ~~Derivative~~2007 ~~Instruments~~compared ~~and~~to ~~Hedging~~net ~~Activities."~~income ~~SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003. The adoption~~ of ~~SFAS No~~$349. ~~149~~2 ~~did~~million ~~not~~in ~~have a material impact on the Company's statement of financial position or results of operations~~2006.

~~The Company~~OIBDA. OIBDA ~~has~~increased ~~evaluated~~to ~~the~~$863.3 ~~requirements~~million ~~under~~in ~~the~~2007 ~~guidelines~~from $800.5 million in 2006, an increase of ~~SFAS~~$62.8 ~~Nos~~million or 7.8%. ~~133~~The ~~"Accounting~~increase ~~for~~is ~~Derivative~~based ~~Instruments~~on ~~and~~the ~~Hedging~~net ~~Activities."~~revenue and ~~138~~operating ~~"Accounting~~expense ~~for~~(direct ~~Certain~~operating ~~Derivative~~expenses, ~~Instruments~~selling, general and ~~Certain~~administrative ~~Hedging~~expenses, ~~Activities".~~merger-related Inexpenses ~~October 2003,~~and ~~the~~depreciation ~~Company~~and ~~entered~~amortization) ~~into~~explanations aabove, ~~fixed-to-floating~~along ~~interest~~with ~~rate~~the ~~swap~~matters ~~that~~noted ~~results~~ in athe ~~fair~~overview. ~~value hedge~~As ~~that~~a ispercentage ~~perfectly~~of ~~effective~~net ~~and~~revenues, the ~~accounting~~Company’s isOIDBA ~~not expected~~ increased to ~~have~~41.6% ain ~~material~~2007 ~~impact~~from on39.5% ~~future~~in ~~earnings~~2006.

~~On October 15,~~The ~~2003,~~Company uses the ~~Company~~key ~~issued~~indicator ~~three-,~~of ~~four-~~OIBDA ~~and~~to ~~five-year~~evaluate ~~senior~~the ~~notes~~Company’s ~~due~~operating ~~2006~~performance, ~~2007~~for planning and ~~2008~~forecasting ~~with~~future abusiness ~~face~~operations, ~~value~~and ofexcept ~~$700~~as described below,~~000,000.~~ ~~The~~for ~~Company's new~~reporting ~~2.875%,~~under ~~3.5%~~its ~~and~~bank 3credit agreement.~~875%~~ ~~senior~~This ~~notes~~indicator ~~have~~is apresented ~~face~~on ~~value~~an ofadjusted ~~$250,000,000,~~basis ~~$200,000,000~~consistent ~~and~~with ~~$250,000,000,~~the ~~respectively.~~definition Wein ~~received~~the ~~net~~Company’s ~~proceeds~~bank ofcredit agreement ~~$694,526,000~~governing ~~from~~its senior secured credit facilities to exclude certain expenses. However, the ~~issuance~~Company’s key indicator of OIBDA excludes the ~~new~~benefit ~~senior notes,~~for certain income taxes which ~~pay~~are ~~simple~~included ~~interest~~in oncalculating ~~April 15~~adjusted ~~and~~OIBDA ~~October 15~~under ofthe Company’s ~~each~~bank ~~year~~credit agreement. AsThe ~~part~~bank ofcredit ~~the~~agreement ~~transaction~~also allows the Company ~~entered~~to ~~into~~make acertain ~~fixed-to-floating~~pro ~~interest~~forma ~~rate swap~~adjustments ~~that~~for ~~results~~purposes inof acalculating ~~fair~~certain ~~value~~financial ~~hedge~~covenants, ~~that~~some isof ~~perfectly~~which ~~effective~~would ~~and~~be ~~the~~applied ~~accounting~~to isOIBDA. ~~not~~None ~~expected~~of these pro forma adjustments are made to ~~have~~OIBDA afor ~~material~~purposes ~~impact~~other onthan ~~future~~reporting ~~earnings~~under the bank credit agreement.

~~Under the~~OIBDA ~~interest~~is ~~rate swap contract~~not, ~~the~~and ~~Company~~should ~~agreed~~not tobe ~~receive~~used aas, an ~~fixed~~indicator ~~rate~~of ~~payment~~or ~~for~~alternative ato ~~floating~~operating ~~rate~~income ~~payment.~~or ~~Since~~net ~~the~~(loss) ~~fair~~income ~~value~~as ~~hedge~~reflected isin ~~perfectly~~the ~~effective~~consolidated ~~under~~financial ~~the guidelines~~statements. ofIt ~~Financial~~is ~~Accounting~~not ~~Standards~~a ~~Board~~measure ~~No. 133~~of ~~"Accounting~~financial ~~for~~performance ~~Derivative~~under ~~Instruments~~GAAP and ~~Hedging~~should ~~Activities",~~not ~~the~~be ~~changes~~considered in ~~the~~isolation ~~fair~~or ~~value~~as ofa ~~interest~~substitute ~~rate swap are expected to~~for ~~perfectly~~measures ~~offset~~of ~~the~~performance ~~changes~~prepared in ~~the~~accordance ~~fair~~with ~~value of the senior notes~~GAAP. OnSince ~~a quarterly basis,~~ the ~~Company~~definition ~~will adjust the carrying amount~~ of ~~the~~OIBDA ~~swap~~may tovary ~~its~~among ~~fair~~companies ~~value~~ and ~~adjust~~industries ~~the~~it ~~carrying~~should ~~amount~~not ~~of the senior notes by the same amount to reflect its change in its fair value attributable to the hedged risk. There is no hedge ineffectiveness to~~ be ~~recorded~~used toas ~~earnings.~~a ~~The~~measure ~~Company will monitor the credit ratings~~ of ~~the~~performance ~~counter~~among ~~party and obtain fair value swap valuations from the counter parties and third parties on a quarterly basis~~companies.

~~Financial~~39 ~~Instruments with Characteristics of both Liabilities and Equity~~

InTable May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It Contents

~~F-13~~The table below summarizes the reconciliation of adjusted operating income before depreciation and amortization to operating income (loss).

requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. SFAS No. 150 was effective for financial instruments entered into or modified after May 31, 2003, and otherwise was effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of nonpublic entities. The Company has assessed the impact of this new standard and determined that the adoption of SFAS No. 150 did not have an impact on the Company's financial statements.


	Successor		Predecessor
	Nine Months Ended December 31, 2007		Three Months Ended March 31, 2007			Year Ended December 31, 2006
OIBDA	$	716,600	$	146,700		$	800,500
Depreciation and amortization		120,000		20,100			82,800
Televisa settlement and related charges		15,700		4,400			9,400
Merger-related expenses		6,000		144,200			13,400
Voluntary contribution per FCC consent decree		—		24,000			—
Restructuring and related charges		7,800		—			—
Other (a)		32,100		9,700			23,400

Operating income (loss)	$	535,000	$	(55,700	)	$	671,500

Filing Compare · UNIVISION COMMUNICATIONS INC