The following discussion of our consolidated results of operations and cash flows for the years ended December 31, 2008, 2007 and 2006 and consolidated financial condition as of December 31, 2008 and 2007 should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this document.

We are a diversified Spanish-language media company with a unique portfolio of television and radio assets that reach Hispanic consumers across the United States, as well as the border markets of Mexico. We operate in two reportable segments: television broadcasting and radio broadcasting. Our net revenue for the year ended December 31, 2008 was $232 million. Of that amount, revenue generated by our television segment accounted for 63% and revenue generated by our radio segment accounted for 37%.

As of the date of filing this report, we own and/or operate 50 primary television stations that are located primarily in the southwestern United States, including several key U.S./Mexican border markets. Entravision is the largest affiliate group of both the top-ranked Univision television network and Univision's TeleFutura network, with television stations in 20 of the nation's top 50 U.S. Hispanic markets. We also operate one of the nation's largest groups of primarily Spanish-language radio stations, consisting of 48 owned and operated radio stations (37 FM and 11 AM) located primarily in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas.

We generate revenue from sales of national and local advertising time on television and radio stations. Advertising rates are, in large part, based on each medium's ability to attract audiences in demographic groups targeted by advertisers. We recognize advertising revenue when commercials are broadcast. We do not obtain long-term commitments from our advertisers and, consequently, they may cancel, reduce or postpone orders without penalties. We pay commissions to agencies for local, regional and national advertising. For contracts directly with agencies, we record net revenue from these agencies. Seasonal revenue fluctuations are common in the broadcasting industry and are due primarily to variations in advertising expenditures by both local and national advertisers.

Our primary expenses are employee compensation, including commissions paid to our sales staff and amounts paid to our national representative firms, as well as expenses for marketing, promotion and selling, technical, local programming, engineering, and general and administrative. Our local programming costs for television consist primarily of costs related to producing a local newscast in most of our markets.

The comparability of our results between 2008 and 2007 is affected by acquisitions and dispositions in those periods. In those years, we primarily acquired new media properties in markets where we already owned existing media properties. While new media properties contribute to the financial results of their markets, we do not attempt to measure their effect as they typically are integrated into existing operations.

Highlights

During 2008, we were confronted with a significant advertising downturn, both in television and radio, primarily as a result of the global financial crisis and recession. Nevertheless, our audience shares remained strong in the nation's most densely populated Hispanic markets. We reduced our debt and implemented cost reductions in order to operate as efficiently as possible in order to maximize our cash flows.

Net revenue for our television segment decreased to $145.9 million in 2008, from $156.4 million in 2007. This decrease of $10.5 million, or 7%, in net revenue was primarily due to a decrease in local and national

advertising sales, primarily as a result of the weak economy. Nevertheless, we sustained solid ratings across this segment and experienced growth in the political, health care, grocery/convenience stores and services advertising categories. In addition, we continued to enjoy revenue growth from certain of our television stations located in markets with rapidly growing Hispanic populations.

Net revenue for our radio segment decreased to $86.4 million in 2008, from $93.7 million in 2007. The decrease of $7.3 million, or 8%, in net revenue was primarily due to a decrease in local advertising sales and advertising rates, partially offset by revenue associated with the expansion of our radio division in Orlando. Nevertheless, we experienced growth in the fast food/restaurant and alcoholic beverage advertising categories. In addition, we continued to concentrate our efforts on local sales, which accounted for 74% of total radio segment sales in 2008. We have seen solid ratings growth in our markets where we broadcast "José: Nunca Sabes Lo Que Va A Tocar" ("You never know what he'll play"), which features a mix of Spanish-language adult contemporary and Mexican regional hits from the 1970s through the present, as well as our stations that began broadcasting the "Piolin por la Mañana," syndicated morning show, one of the highest-rated Spanish-language radio programs in the country.

In response to declining revenue during 2008, primarily as a result of decreased advertising during the global financial crisis and recession, we implemented significant cost-saving measures in the fourth quarter of 2008, including personnel reductions and reductions in executive bonuses, employee benefits, general corporate expenses and capital expenditures. As a result of management's budgeting process for 2009, taking into consideration the further rapid deterioration of the economy due to the continuing global financial crisis and ongoing recession, we will implement significant additional cost-saving measures beginning in April 2009. These cost-saving measures will include, among other things, reductions in certain salary expenses, promotional expenses for both of our television and radio segments, certain bonuses, general corporate expenses and capital expenditures. We will continue to evaluate the extent and effectiveness of our cost-saving measures based on changing future economic conditions and our achieving or not achieving 2009 budgeted revenues, and intend to take additional measures if and as circumstances warrant.

Acquisitions and Dispositions

In March 2008, we acquired radio station WNUE-FM, serving the Orlando, Florida, market for $24.1 million. We evaluated the transferred set of activities, assets, inputs, outputs and processes from this acquisition and determined that this acquisition was considered a business. However, we may be restricted from engaging in future acquisitions under the terms of the amended credit facility agreement. Please see "Liquidity and Capital Resources" below.

In a strategic effort to focus our resources on strengthening existing clusters and expanding into new U.S. Hispanic markets, we regularly review our portfolio of media properties and, from time to time, seek to divest non-core assets in markets where we do not see the opportunity to grow to scale and build out media clusters. In accordance with this strategy, we sold our outdoor advertising operations in May 2008 to Lamar Advertising Co. for $101.5 million and we no longer have outdoor advertising operations. Accordingly, our financial statements reflect the outdoor advertising operations as discontinued operations; we have presented the related assets and liabilities as assets held for sale and reclassified the related revenue and expenses as discontinued operations.

Relationship with Univision

Univision currently owns approximately 15% of our common stock on a fully-converted basis. As of December 31, 2005, Univision owned approximately 30% of our common stock on a fully-converted basis. In connection with its merger with Hispanic Broadcasting Corporation in September 2003, Univision entered into an agreement with the U.S. Department of Justice, or DOJ, pursuant to which Univision agreed, among other things, to ensure that its percentage ownership of our company would not exceed 10% by March 26, 2009. In January 2006, we sold the assets of radio stations KBRG-FM and KLOK-AM, serving the San Francisco/San

Jose, California market, to Univision for $90 million. Univision paid the full amount of the purchase price in the form of approximately 12.6 million shares of our Class U common stock held by Univision. Subsequently, in 2006, we repurchased 7.2 million shares of our Class U common stock held by Univision for $52.5 million. In February 2008, we repurchased an additional 1.5 million shares of Class U common stock held by Univision for $10.4 million.

Univision is the holder of all of our issued and outstanding Class U common stock. The Class U common stock has limited voting rights and does not include the right to elect directors. However, as the holder of all of our issued and outstanding Class U common stock, Univision currently has the right to approve any merger, consolidation or other business combination involving our company, any dissolution of our company and any assignment of the Federal Communications Commission, or FCC, licenses for any of our company's Univision-affiliated television stations. Each share of Class U common stock is automatically convertible into one share of our Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer to a third party that is not an affiliate of Univision. Pursuant to an investor rights agreement, as amended, between Univision and us, Univision has a right to demand the registration of the sale of shares of our Class U common that it owns, which may be exercised on or before March 26, 2009.

Univision acts as our exclusive sales representative for the sale of all national advertising aired on Univision-affiliate television stations. During the years ended December 31, 2008 and 2007, the amount we paid Univision in this capacity was $9.5 and $10.1 million, respectively.

Separate financial data for each of the Company's operating segments is provided below. Segment operating profit (loss) is defined as operating profit (loss) before corporate expenses, loss (gain) on sale of assets and impairment charge. The Company evaluates the performance of its operating segments based on the following (in thousands):

                                          Years Ended December 31,                   % Change            % Change
                                   2008             2007            2006           2008 to 2007        2007 to 2006
Net Revenue
Television                      $  145,938       $   156,375     $   158,466                 (7 )%               (1 )%
Radio                               86,397            93,671          96,668                 (8 )%               (3 )%

Consolidated                       232,335           250,046         255,134                 (7 )%               (2 )%

Direct operating expenses
Television                          64,095            64,242          61,620                 (0 )%                4 %
Radio                               36,706            35,366          36,686                  4 %                (4 )%

Consolidated                       100,801            99,608          98,306                  1 %                 1 %

Selling, general and
administrative expenses
Television                          22,120            23,072          23,902                 (4 )%               (3 )%
Radio                               21,589            21,195          22,358                  2 %                (5 )%

Consolidated                        43,709            44,267          46,260                 (1 )%               (4 )%

Depreciation and
amortization
Television                          17,824            17,257          15,374                  3 %                12 %
Radio                                5,588             5,308           6,395                  5 %               (17 )%

Consolidated                        23,412            22,565          21,769                  4 %                 4 %

Segment operating profit
Television                          41,899            51,804          57,570                (19 )%              (10 )%
Radio                               22,514            31,802          31,229                (29 )%                2 %

Consolidated                        64,413            83,606          88,799                (23 )%               (6 )%
Corporate expenses                  17,117            17,353          17,520                 (1 )%               (1 )%
Gain on sale of assets                  -                 -          (26,160 )                *                   *
Impairment charge                  610,456                -          189,661                  *                   *

Operating income (loss)         $ (563,160 )     $    66,253     $   (92,222 )                *                   *

Consolidated adjusted
EBITDA (1)                      $   74,104       $    91,779     $    96,019                (19 )%               (4 )%

Capital expenditures
Television                      $   13,329       $    11,293     $    18,700
Radio                                3,531             2,991           3,185

Consolidated                    $   16,860       $    14,284     $    21,885

Total assets
Television                      $  394,287       $   517,878     $   529,478
Radio                              196,752           745,296         713,855
Outdoor                                 -                 -          175,331
Assets held for sale (2)                -            102,974              -

Consolidated                    $  591,039       $ 1,366,148     $ 1,418,664

(footnotes on next page)

* Percentage not meaningful.

(1) Consolidated adjusted EBITDA means net income (loss) plus loss (gain) on sale of assets, depreciation and amortization, non-cash impairment loss, non-cash stock-based compensation included in operating and corporate expenses, non-cash corporate expense, net interest expense, income tax expense (benefit), equity in net income (loss) of nonconsolidated affiliate and syndication programming amortization less syndication programming payments. We use the term consolidated adjusted EBITDA because that measure is defined in our syndicated bank credit facility and does not include non-cash stock-based compensation, non-cash corporate expense, non-cash impairment loss, loss (gain) on sale of assets, depreciation and amortization, net interest expense, income tax expense (benefit), equity in net income (loss) of nonconsolidated affiliate and syndication programming amortization and does include syndication programming payments.

Since our ability to borrow from our syndicated bank credit facility is based on a consolidated adjusted EBITDA financial covenant, we believe that it is important to disclose consolidated adjusted EBITDA to our investors. Our syndicated bank credit facility contains certain financial covenants relating to maximum net debt ratio, senior net debt ratio, maximum capital expenditures and fixed charge coverage ratio. The maximum net debt ratio, or the ratio of consolidated total debt minus cash, up to a maximum of $20 million, to trailing-twelve-month consolidated adjusted EBITDA, affects our ability to borrow from our syndicated bank credit facility. Under our syndicated bank credit facility, our maximum net debt ratio may not exceed 6.75 to 1 and our senior net debt ratio, or the ratio of consolidated senior debt minus cash up to $20 million, to trailing-twelve-month consolidated adjusted EBITDA, may not exceed 5.25 to 1 on a pro forma basis for the prior full year. The actual maximum and senior net debt ratios were as follows (in each case as of December 31): 2008, 5.2 to 1; 2007, 4.9 to 1; 2006, 4.9 to 1. Therefore, we were in compliance with this covenant at each of those dates. The maximum net debt ratio also affects the interest rate charged for revolving loans, thus affecting our interest expense. On March 16, 2009, we entered into an amendment to our credit facility agreement. For a discussion of the new financial covenants under our amended credit facility agreement, please see "Syndicated Bank Credit Facility Amendments," beginning at page 53 below.

While many in the financial community and we consider consolidated adjusted EBITDA to be important, it should be considered in addition to, but not as a substitute for or superior to, other measures of liquidity and financial performance prepared in accordance with accounting principles generally accepted in the United States of America, such as cash flows from operating activities, operating income and net income. As consolidated adjusted EBITDA excludes non-cash (gain) loss on sale of assets, non-cash depreciation and amortization, non-cash impairment loss, non-cash stock-based compensation awards, non-cash corporate expense, net interest expense, income tax expense (benefit), equity in net income (loss) of nonconsolidated affiliate and syndication programming amortization and includes syndication programming payments, consolidated adjusted EBITDA has certain limitations because it excludes and includes several important non-cash financial line items. Therefore, we consider both non-GAAP and GAAP measures when evaluating our business.

(2) 2007 amounts represent outdoor advertising assets classified as assets held for sale.

                                                            Years Ended December 31,
                                                      2008            2007             2006
Consolidated adjusted EBITDA (1)                   $   74,104       $  91,779       $   96,019

Interest expense                                      (43,093 )       (49,405 )        (29,431 )
Interest income                                         1,894           4,809            1,602
Gain on debt extinguishment                             9,813              -                -
Income tax (expense) benefit                          110,705          18,047           (2,273 )
Amortization of syndication contracts                  (2,883 )        (1,798 )            (87 )
Payments on syndication contracts                       2,840           1,830               83
Gain on sale of assets                                     -               -            26,160
Non-cash expense included in corporate
expenses                                                   -               -              (213 )
Non-cash stock-based compensation included in
direct operating expenses                                (633 )          (431 )           (267 )
Non-cash stock-based compensation included in
selling, general and administrative expenses             (794 )          (678 )           (911 )
Non-cash stock-based compensation included in
corporate expenses                                     (1,926 )        (1,884 )         (1,576 )
Depreciation and amortization                         (23,412 )       (22,565 )        (21,769 )
Impairment charge                                    (610,456 )            -          (189,661 )
Carrying value adjustment in discontinued
operations                                                 -          (79,460 )             -
Reclassified items in discontinued operations          (3,930 )        (3,697 )        (12,123 )
Equity in net income (loss) of nonconsolidated
affiliates                                               (166 )           336             (152 )

Net loss                                             (487,937 )       (43,117 )       (134,599 )

Depreciation and amortization                          23,412          22,565           21,769
Impairment charge                                     610,456              -           189,661
Deferred income taxes                                (112,190 )       (18,589 )         (2,146 )
Amortization of debt issue costs                          459             404              406
Amortization of syndication contracts                   2,883           1,798               87
Payments on syndication contracts                      (2,840 )        (1,830 )            (83 )
Equity in net (income) loss of nonconsolidated
affiliate                                                 166            (336 )            152
Non-cash stock-based compensation                       3,353           2,993            2,754
Gain on sale of media properties and other
assets                                                     -               -           (26,160 )
Gain on debt extinguishment                            (9,813 )            -                -
Change in fair value of interest rate swap
agreements                                             11,648          17,667           (2,359 )
Changes in assets and liabilities, net of
effect of acquisitions and dispositions:
(Increase) decrease in accounts receivable             11,156          (4,015 )            482
Decrease in prepaid expenses and other assets             803              84            1,390
Decrease in accounts payable, accrued expenses
and other liabilities                                  (6,065 )          (938 )         (4,454 )
Effect of discontinued operations                      (1,273 )        86,579           15,129

Cash flows from operating activities               $   44,218       $  63,265       $   62,029

(footnotes on preceding page)

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Consolidated Operations

Net Revenue. Net revenue decreased to $232.3 million for the year ended December 31, 2008 from $250.0 million for the year ended December 31, 2007, a decrease of $17.7 million. Of the overall decrease, $10.5 million came from our television segment. The decrease was primarily attributable to a decrease in local and national advertising sales and advertising rates, which in turn was primarily due to the weak economy. Additionally, $7.3 million of the overall decrease was from our radio segment and was primarily attributable to a decrease in local advertising sales and advertising rates, which was partially offset by revenue associated with the expansion of our radio division in Orlando.

We currently anticipate that net revenue will decrease during 2009, due to (i) a continuing challenging advertising environment, primarily the result of the ongoing global financial crisis and continuing recession; and (ii) the absence of significant political revenue in 2009. We believe that we will see continued decreases in most advertising groups, especially automotive (our single largest source of advertising revenue), political, media, brand names, direct marketing and alcoholic beverages. We do not know when the general advertising environment will change. However, we anticipate that the general advertising environment will not improve until at least the economy improves and, in the case of our radio segment, is further subject to the overall general slowing of growth in the radio industry over the last several quarters.

We have engaged in negotiations with cable, satellite and internet-based television service providers as to the terms of their carriage of our television stations and the compensation we will receive for granting such carriage rights. We have entered into retransmission consent agreements with certain of these providers and expect to enter into additional retransmission consent agreements. The revenue we derive under these agreements will be a new source of revenue for our television segment. Please see "Business Regulation of Television and Radio Broadcasting - Must Carry Rules," beginning at page 21.

Direct Operating Expenses. Direct operating expenses increased to $100.8 million for the year ended December 31, 2008 from $99.6 million for the year ended December 31, 2007, an increase of $1.2 million. Of the overall increase, $1.3 million came from our radio segment. The increase was primarily attributable to expenses associated with the expansion of our radio division in Orlando, as well as an increase in ratings services. The increase was partially offset by a decrease in expenses associated with the decrease in net revenue. The overall increase was partially offset by a decrease of $0.1 million from our television segment. The decrease was primarily attributable to a decrease in national representation fees and other expenses associated with the decrease in net revenue, partially offset by an increase in ratings services. As a percentage of net revenue, direct operating expenses increased to 43% for the year ended December 31, 2008 from 40% for the year ended December 31, 2007. Direct operating expenses as a percentage of net revenue increased because net revenue decreased as direct operating expenses increased.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased to $43.7 million for the year ended December 31, 2008 from $44.3 million for the year ended December 31, 2007, a decrease of $0.6 million. Of the overall decrease, $1.0 million came from our television segment. The decrease was primarily attributable to a decrease in bonuses and other expenses associated with the decrease in net revenue. The overall decrease was partially offset by an increase of $0.4 million from our radio segment. The increase was primarily attributable to expenses associated with the expansion of our radio division in Orlando. As a percentage of net revenue, selling, general and administrative increased to 19% for the year ended December 31, 2008 from 18% for the year ended December 31, 2007. Selling, general and administrative expenses as a percentage of net revenue increased because the decrease in net revenue outpaced the decrease in selling, general and administrative expenses.

Corporate Expenses. Corporate expenses decreased to $17.1 million for the year period ended December 31, 2008 from $17.4 million for the year ended December 31, 2007, a decrease of $0.3 million. The decrease was attributable to the elimination of bonuses paid to executive officers. As a percentage of net revenue, corporate expenses remained the same at 7% for each of the years ended December 31, 2008 and 2007.

Depreciation and Amortization. Depreciation and amortization increased to $23.4 million for the year ended December 31, 2008 from $22.6 million for the year ended December 31, 2007, an increase of $0.8 million. The increase was primarily due to depreciation of television digital equipment and depreciation associated with the acquisition of radio assets in the Orlando market in March 2008.

Impairment Charge. Continuing operations includes an impairment charge of $610.5 million for the year ended December 31, 2008 and was a result of a $133.5 million impairment of goodwill in our radio segment, a $413.0 million impairment of our radio FCC licenses, a $59.1 million impairment of our television FCC licenses and a $4.9 million impairment of our television syndicated programming . . .