Encuesta de calidad de Vida de 2003 (ECV) y la Encuesta

Management’s Discussion and Analysis of Financial Condition and Results of Operations Executive Summary

Univision Communications Inc., together with its wholly-owned subsidiaries (the “Company,” “we,” “us” and “our”), operates its business through two segments: Media Networks and Radio.

• Media Networks: The Company’s principal segment is Media Networks, which includes broadcast and cable networks, local television stations, and digital and mobile properties. The Company operates two broadcast television networks. Univision

Network is the most-watched U.S. Spanish-language broadcast television network, available in approximately 93% of U.S.

Hispanic television households. UniMás is among the leading Spanish-language broadcast television networks. The Company operates 11 cable networks, including Galavisión, the most-watched U.S. Spanish-language cable network, and

Univision Deportes, the most-watched Spanish-language sports cable network. The Company owns and operates 61 local

television stations, including stations located in the largest markets in the U.S. and make up the largest number of owned and operated local television stations among the major U.S. broadcast networks. In addition, the Company provides programming to 74 broadcast network station affiliates. The Company’s digital properties include online and mobile websites, which generate 540 million page views per month, on average. Univision.com is the Company’s flagship digital property and is the #1 most visited Spanish-language website among U.S. Hispanics. UVideos is the Company’s first bilingual digital video network providing on-demand delivery of the Company’s programming across multiple devices. For the three months ended March 31, 2015, the Media Networks segment accounted for approximately 90% of the Company’s revenue.

• Radio: Univision Radio, the largest Spanish-language radio broadcasting company in the U.S., and its stations are frequently ranked #1 regardless of language in many major markets, and owns and operates 67 radio stations, including stations in 16 of the top 25 U.S. Hispanic designated market areas (“DMAs”). The Company’s radio stations reach over 15 million listeners per week and cover approximately 75% of the U.S. Hispanic population. The Radio segment also includes Uforia, a comprehensive digital music platform, which includes more than 65 live Radio stations and a library of more than 20 million songs. For the three months ended March 31, 2015, the Radio segment accounted for approximately 10% of the Company’s revenue.

Additionally, the Company incurs and manages shared corporate expenses related to human resources, finance, legal and executive and certain assets separately from its two segments.

Segment Overview

During the three months ended March 31, 2015, the Company revised its segment reporting to conform to changes in its internal management reporting. The segment information has been revised for comparison purposes for all periods presented in the

consolidated financial statements. As a result, beginning with the three months ended March 31, 2015, the Company’s digital properties relating to its network of online and mobile websites and applications including Univision.com and UVideos will be reported within the Company’s Media Networks segment and the Company’s digital properties relating to Uforia and any audio-only elements of Univision.com will be reported within the Company’s Radio segment.

The segments are the segments of the Company for which separate financial information is available and for which segment results are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing

performance. In addition to the segments, the Company incurs and manages “corporate” costs that are not allocated to the segments as discussed above. The segment results reflect how management views such segments in assessing financial performance and allocating resources and are not necessarily indicative of the results of operations that each segment would have achieved had they operated as stand-alone entities during the periods presented. See “Notes to Consolidated Financial Statements—13. Segments.”

Recent Developments

Termination of management and technical assistance agreements

Effective as of March 31, 2015, the Company entered into agreements with Broadcasting Media Partners, Inc. (“Broadcasting Partners”), affiliates of the original sponsors and Grupo Televisa S.A.B (“Televisa”), respectively, to terminate as of such date the management agreement among Broadcasting Partners, the Company, and the original sponsors (the “Sponsor Management

Agreement”) under which certain affiliates of the original sponsors provide the Company with management, consulting and advisory services for a quarterly aggregate service fee of 1.3% of operating income before depreciation and amortization, subject to certain adjustments, as well as reimbursement of out-of-pocket expenses and Televisa’s technical assistance agreement under which Televisa provides the Company with technical assistance related to its business for a quarterly fee of 0.7% of operating income before

depreciation and amortization, subject to certain adjustments, as well as reimbursement of out-of-pocket expenses. Under these agreements, the Company agreed to pay reduced termination fees and certain quarterly service fees in full satisfaction of its

obligations to the affiliates of the original sponsors and Televisa under such agreements. Pursuant to the termination agreements, the Company paid termination fees of $112.4 million and $67.6 million on April 14, 2015 (which were accrued as of March 31, 2015) to the affiliates of the original sponsors in the aggregate and to Televisa, respectively, and the Company will continue to pay quarterly service fees at the same aggregate rate as was required under the Sponsor Management Agreement and Televisa’s technical assistance agreement, until no later than December 31, 2015. See “Notes to Consolidated Financial Statements—6. Related Party Transactions.”

February 2015 Tender Offer and Offering of the 2025 Senior Secured Notes and Additional 2023 Senior Secured Notes

On February 11, 2015, the Company commenced a cash tender offer (the “February tender offer”) to purchase any and all of its outstanding 6.875% senior secured notes due 2019 (the “2019 senior secured notes”). The aggregate principal amount of the 2019 senior secured notes outstanding as of February 11, 2015 was $1,200.0 million. The February tender offer expired on February 18, 2015, and the Company utilized the proceeds from the issuance of $750.0 million aggregate principal amount of the 5.125% senior secured notes due 2025 (the “initial 2025 senior secured notes”) and an additional $500.0 million aggregate principal amount of the 5.125% senior secured notes due 2023 (the “additional 2023 senior secured notes”) to repurchase and retire $1,145.0 million aggregate principal amount of the 2019 senior secured notes. The Company issued a redemption notice on February 19, 2015 for the remaining $55.0 million aggregate principal amount of 2019 senior secured notes, which redemption the Company effectuated on March 23, 2015.

The additional 2023 senior secured notes were issued under the same indenture governing the initial $700.0 million senior secured notes due 2023 which had been issued on May 21, 2013 (the “initial 2023 senior secured notes,” and together with the additional 2023 senior secured notes, the “2023 senior secured notes”). The additional 2023 senior secured notes were priced at 103%, with a premium of $15.0 million. After giving effect to the issuance of the additional 2023 senior secured notes, the Company has $1,200.0 million aggregate principal amount of the 2023 senior secured notes outstanding. The additional 2023 senior secured notes are treated as a single series with the initial 2023 senior secured notes and have the same terms as the initial 2023 senior secured notes. See “Notes to Consolidated Financial Statements—7. Debt.”

April 2015 Tender Offer and Offering of the Additional 2025 Senior Secured Notes

On April 13, 2015, the Company commenced a cash tender offer (the “April tender offer”) to purchase any and all of its outstanding 7.875% senior secured notes due 2020 (the “2020 senior secured notes”). The aggregate principal amount of the 2020 senior secured notes outstanding as of April 13, 2015 was $750.0 million. The April tender offer expired on April 20, 2015, and the Company utilized the proceeds from the issuance of $810.0 million aggregate principal amount of the 5.125% senior secured notes due 2025 (the “additional 2025 senior secured notes,” and together with the initial 2025 senior secured notes, the “2025 senior secure notes”) to repurchase and retire $711.7 million aggregate principal amount of the 2020 senior secured notes. The Company issued a redemption notice on April 21, 2015 for the remaining $38.3 million aggregate principal amount of 2020 senior secured notes, which redemption the Company expects to effectuate on May 21, 2015.

The additional 2025 senior secured notes were issued under the same indenture governing the initial 2025 senior secured notes which had been issued on February 19, 2015. The additional 2025 senior secured notes were priced at 101.375%, with a premium of $11.1 million. After giving effect to the issuance of the additional 2025 senior secured notes, the Company has $1,560.0 million aggregate principal amount of the 2025 senior secured notes outstanding. The additional 2025 senior secured notes are treated as a single series with the initial 2025 senior secured notes and have the same terms as the initial 2025 senior secured notes. See “Notes to Consolidated Financial Statements—7. Debt.”

How Performance of Our Business is Assessed

In assessing its performance, the Company uses a variety of financial and operational measures, including revenue, Bank Credit OIBDA and net income.

Revenue

Ratings

The Company’s advertising and subscription revenues are impacted by the strength of our television and radio ratings. The ratings of the Company’s programs, which are an indication of market acceptance, directly affect its ability to generate advertising revenues during the airing of the program. In addition, programming with greater market acceptance is more likely to generate incremental revenues through increases in the subscription fees that the Company is able to negotiate with multichannel video programming distributors (“MVPDs”).

Advertising

The Company generates advertising revenue from the sale of advertising on broadcast and cable networks, local television and radio stations and digital properties and we have increasingly generated revenues by selling advertising across platforms.

For the broadcast and cable networks, the Company sells advertising time in the upfront and scatter markets. In the upfront market, advertisers buy advertising time for the upcoming season in advance, often at discounted rates. A portion of many upfront advertising commitments include options whereby advertisers may reduce their purchase commitments. In the scatter market, advertisers buy advertising time close to the time when the commercials will be run and often pay a premium. The mix between the upfront and scatter markets is based upon a number of factors, such as pricing, demand for advertising time, type of programming and economic conditions. In some cases, the network advertising sales are subject to ratings guarantees that require the Company to provide additional advertising time if the guaranteed audience levels are not achieved.

For the local television and radio stations, the Company sells national spot advertising and local advertising. National spot advertising represents time sold to advertisers that advertise in more than one DMA. Local advertising revenues are generated from both local merchants and service providers and regional and national businesses and advertising agencies located in a particular DMA. The Company often sells local advertising as a package across platforms, including local television, radio and related digital

properties. The Company acts as the exclusive national sales representative for the sale of all national advertising on the Company’s broadcast network affiliate stations and generally receives commission income equal to 9.4% of the Company’s affiliate stations’ total net advertising sales for representing them on national sales.

The Company also generates Media Networks and Radio segment revenue from the sale of display, mobile and video advertising, as well as sponsorships, on its digital websites and mobile applications which advertising is sold on a stand-alone basis and as part of advertising packages on multiple platforms.

Growth in advertising sales comes from increased viewership and pricing, expanded available inventory and the launch of new platforms. Advertising revenue is subject to seasonality, market-based variations, general economic conditions, political cycles and advocacy campaigns, and incremental revenue from major soccer tournaments, including the World Cup.

Subscription

Subscription revenue includes fees charged for the right to view the Company’s broadcast and cable networks as well as the Company’s content made available to customers through a variety of distribution platforms and viewing devices. Subscription revenue is principally comprised of fees received from MVPDs for carriage of our cable networks as well as for authorizing carriage

(“retransmission consent”) of Univision and UniMás broadcast networks aired on the Company’s owned television stations. The Company also receives retransmission consent fees related to television stations affiliated with Univision and UniMás broadcast networks that it does not own (referred to as “our affiliates”). The Company has agreements with some of its affiliates whereby the Company negotiates the terms of retransmission consent agreements for their Univision and UniMás stations. As part of these arrangements, the Company shares the retransmission consent fees received with its affiliates. As new contracts are negotiated, retransmission fees may increase and may make up an increasingly larger percentage of the Company’s revenues. The Company also receives subscription revenue related to fees for the digital content provided on an authenticated basis.

Typically, the Company’s television networks are aired pursuant to multi-year carriage agreements that provide for the level of carriage that the Company’s networks will receive, and if applicable, for annual rate increases. Carriage of the Company’s networks is generally determined by package, such as whether networks are included in the more widely distributed, general entertainment packages or lesser-distributed, specialized packages, such as U.S. Hispanic or Spanish-language targeted packages, sports packages, and movies or music packages. Subscription revenues are largely dependent on the rates negotiated in the agreements, the number of subscribers that receive the Company’s networks or content, and the market demand for the content that the Company provides.

Other Revenue

The Company generates other revenue from contractual commitments (including non-cash advertising and promotional revenue primarily related to Televisa). In addition the Company licenses television content initially aired on its networks for over-the-top digital streaming and to other cable and satellite providers.

Bank Credit OIBDA

The Company evaluates performance based on several factors. In addition to considering primary financial measures including revenue, management evaluates operating performance for planning and forecasting future business operations, as well as measuring the Company’s ability to service debt and meet other cash needs by considering Bank Credit OIBDA. Bank Credit OIBDA represents adjusted operating income before depreciation and amortization. Bank Credit OIBDA eliminates the effects of items that are not considered indicative of the Company’s core operating performance. Bank Credit OIBDA is determined in accordance with the definition of earnings before interest, tax, depreciation and amortization (“EBITDA”) in the Company’s senior secured credit facilities and the indentures governing the senior notes, except that Bank Credit OIBDA from redesignated restricted subsidiaries only includes their results since the beginning of the quarter in which they were redesignated as restricted. For limitations on the use of Bank Credit OIBDA and for important information about how Bank Credit OIBDA is calculated and how the calculation differs from the

definition of “EBITDA” in the bank credit agreement governing the Company’s senior secured credit facilities and a reconciliation of Bank Credit OIBDA to net (loss) income attributable to Broadcasting Media Partners, Inc., which is the most directly comparable GAAP financial measure, see “Notes to Consolidated Financial Statements—13. Segments.”

Other Factors Affecting Results of Operations

Direct Operating Expenses

Direct operating expenses consist primarily of programming costs, including license fees, and technical costs. Programming costs also include sports and other special events, news and other original programming. License fees related to the program license agreement with Televisa (the “Televisa PLA”) and the program license agreement (the “Venevision PLA”) with Venevision International, LLC (“Venevision”) accounted for approximately 30.3% and 37.4% of direct operating expenses for the three months ended March 31, 2015 and 2014, respectively. Under the Televisa PLA, the Company pays Televisa royalties, which are based on 11.91% of substantially all of the Company’s Spanish-language Media Networks revenues through December 2017. Additionally, Televisa receives an incremental 2% in royalty payments on any of the Company’s Spanish-language Media Networks revenues above the 2009 revenue base of $1.65 billion. After December 2017, the royalty payments to Televisa will increase to 16.22% and

commencing later in 2018, the rate will further increase to 16.54% until the expiration of the Televisa PLA. Generally, license fees related to the Televisa PLA comprise the majority of the Company’s programming costs, except during periods when the Company pays license fees related to major soccer tournaments such as the World Cup or Gold Cup. In December 2014, the Company entered into a binding term sheet to, among other things, amend the Venevision PLA, which released the Company from future payment obligations to Venevision and certain other claims. In addition, the Company agreed to pay approximately $24.0 million per year through December 2017 and Venevision is no longer required to produce a certain number of program hours for the Company.

Impairment Loss

The Company tests the value of intangible assets for impairment annually, or more frequently if circumstances indicate that a possible impairment exists. Intangible assets include goodwill, television and radio broadcast licenses and programming rights under various agreements, including agreements governing the Company’s World Cup rights. The Company records any non-cash write- down of the value of intangible assets as an impairment loss. See“Notes to Consolidated Financial Statements—13. Segments” for information related to impairment losses.

Restructuring, Severance and Related Charges

The Company incurs restructuring, severance and related charges, principally in connection with restructuring activities that the Company has undertaken from time to time as part of broader-based cost-saving initiatives as well as initiatives to improve

performance, collaboration and operational efficiencies across its local media platforms. These charges include employee termination benefits and severance charges, as well as expenses related to consolidating offices and other contract terminations. See “Notes to Consolidated Financial Statements—3. Accounts Payable and Accrued Liabilities” for information related to restructuring and severance activities.

Interest Rate Swaps

The Company utilizes interest rate swaps as a means to add stability to interest expense and manage exposure to interest rate movements. For interest rate swap contracts accounted for as cash flow hedges, the effective portion of the change in fair value is recorded in accumulated other comprehensive loss (“AOCL”), net of tax, and is reclassified to earnings as an adjustment to interest expense and the ineffective portion of the change in fair value, if any, is recorded directly to earnings through interest rate swap (income) expense. For interest rate swap contracts not designated as hedging instruments, the interest rate swaps are marked to market with the change in fair value recorded directly in earnings through interest rate swap (income) expense. See “—Debt and Financing Transactions—Interest Rate Swaps.”

Refinancing Transactions

The Company has concluded a number of debt refinancing transactions over the last few years. In connection with the

Company’s debt refinancing transactions, to the extent that the transaction qualifies as a debt extinguishment, the Company writes-off any unamortized deferred financing costs or unamortized discounts or premiums related to the extinguished debt instruments. These charges are included in the loss on extinguishment of debt in the periods in which the debt refinancing transactions occur. Costs related to the new debt instruments are capitalized as deferred financing costs and amortized over the term of the new debt. See “Notes to Consolidated Financial Statements—7. Debt,” and, in the Company’s 2014 Year End Reporting Package, see “Notes to

Consolidated Financial Statements—9. Debt.”

Results of Operations

Overview

The following table sets forth our consolidated statement of operations for the periods presented:

Three Months Ended March 31, 2015 Three Months Ended March 31, 2014

(in thousands) (unaudited)

Revenue ... $ 624,700 $ 621,100 Direct operating expenses:

Programming excluding variable

program license fee ... 116,300 110,000