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<SEC-DOCUMENT>0000895345-06-000787.txt : 20061128
<SEC-HEADER>0000895345-06-000787.hdr.sgml : 20061128
<ACCEPTANCE-DATETIME>20060906171157
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000895345-06-000787
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060906

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GRUPO TELEVISA S A
		CENTRAL INDEX KEY:			0000912892
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEVISION BROADCASTING STATIONS [4833]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		AVENIDA CHAPULTEPEC NO 28
		CITY:			06724 MEXICO DF MEXI
		STATE:			O5
		ZIP:			00000

	MAIL ADDRESS:	
		STREET 1:		AVENIDA CHAPULTEPEC NO. 28
		STREET 2:		COLONIA DOCTORES

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GRUPO TELEVISA S A DE CV
		DATE OF NAME CHANGE:	19931001
</SEC-HEADER>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
September 6, 2006

Mr. Larry Spirgel
Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C.  20549

Dear Mr. Spirgel:

     On behalf of Grupo Televisa,  S. A. (the  "Company"),  I am writing to
respond  to  comments  of the staff (the  "Staff")  of the  Securities  and
Exchange  Commission  (the  "Commission")  made in your  letter to me dated
August 22, 2006 (the "Comment  Letter"),  relating to the Company's  annual
report on Form 20-F for the year ended December 31, 2005 (the "2005 20-F").
Each of the responses  below  corresponds to the comment number used in the
Comment Letter.

     This response is being submitted to you in electronic form pursuant to
Rule 101(a)(3) of Regulation S-T. The Company acknowledges that:

     o    the Company is  responsible  for the adequacy and accuracy of the
          disclosure in the filings;

     o    staff  comments  or changes to  disclosure  in  response to staff
          comments do not foreclose the  Commission  from taking any action
          with respect to the filings; and

     o    the  Company  may not assert  staff  comments as a defense in any
          proceeding  initiated by the  Commission  or any person under the
          federal securities laws of the United States.

Results of Operations, page 60
- ------------------------------
Total Segment Results, page 63
- ------------------------------
Operating Income before Depreciation and Amortization, page 63
- --------------------------------------------------------------

Comment 1: We refer to your use of  consolidated  OIBDA  (operating  income
before  depreciation  and  amortization).  Please  confirm  to us that  the
presentation of this line item is either required or expressly permitted by
the  standard-setter  that  establishes   accounting  principles  generally
accepted  in  Mexico.  Please  see  question  28 of  our  frequently  asked
questions regarding the use of Non-GAAP financial measures available on our
website at http://www.sec.gov/divisions/corpfin/faqa/nongaapfaq.htm.

Response: The presentation of the line item "Consolidated OIBDA" is neither
required nor expressly permitted by Bulletin B-3 "Income Statement," issued
by the Mexican  Institute of Public  Accountants.  In  addition,  it is not
expressly prohibited by this bulletin.

Comment 2: If OIBDA is not  required or expressly  permitted by  accounting
principles  generally accepted in Mexico, we note that OIBDA is the measure
of segment  profit or loss used by the "Group" to evaluate the  performance
of its segments and allocation of resources.  However, the presentation and
discussion of OIBDA on a consolidated  basis results in the presentation of
a  non-GAAP  measure,  and you  are  required  to  comply  with  Item 10 of
Regulation  S-K.  Please refer to Question 21 of related  Frequently  Asked
Questions    document    which   is    available   on   our   website   at:
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm.  Please note that
Item 10 of  Regulation  S-K  prohibits  adjusting  a  non-GAAP  performance
measures  to  eliminate  or  smooth  items  identified  as   non-recurring,
infrequent  or  unusual,  when (1) the nature of the charge or gain is such
that it is reasonably  likely to recur within two years, or (2) there was a
similar charge or gain within the prior two years. In this regard, we would
likely object to the  presentation  of your measure labeled as consolidated
OIBDA in your Form 20-F  since it  excludes  recurring  charges  related to
depreciation and amortization. Please refer to Question 8 of our Frequently
Asked Questions document and revise your filing as appropriate.

Response:  The Company acknowledges the Staff's comment and kindly requests
that the Staff  allow it to  reflect  the  following  changes in its future
filings:

a)  Tab1e on Page 62 of The  Annual  Report - We  propose  eliminating  the
wording   "Segment   Operating   Income  (Loss)  Before   Depreciation  and
Amortization" and replacing it with "Segment Profit (Loss)". On this table,
we  propose   e1iminating   the  line  items   "Corporate   Expenses"   and
"Consolidated  OIBDA".  Lastly, we would propose  clarifying  footnote 4 to
this  table  to  clearly  indicate  the  purpose  of  such  disclosure  and
referencing to the reader that the  reconciliation of the Segment Operating
Profit  (Loss)  can be found  in Note 23 to the  financial  statements.  An
example of our  proposed  revised  table is  attached  herein.  The Company
believes that these  revisions would allow it to comply with Question 19 of
the Staff's Frequently Asked Questions document.

b)  Segment  Financial  Statement  Disclosures  on Page  F-38 - We  propose
revising  our SFAS  No.  131  segment  disclosures  and our  SFAS  No.  131
paragraph  32 (b)  reconciliation  disclosures.  Specifically,  we  propose
eliminating  the  consolidated  line item  "Operating  Income (Loss) Before
Depreciation  and  Amortization"  and reconciling the total amounts for the
reportable  segments for Revenues and Segment Profit (Loss) to consolidated
amounts as reflected in the attached page.

Publishing Distribution, page 66
- --------------------------------

Comment 3: We note that in October 2004 you changed accounting treatment of
your Publishing  Distribution segment's sales and cost of goods sold and as
a result of that change,  you now recognize the marginal  contribution from
the products in the Publishing  Distribution segment as net sales. You also
state that this change was a result of certain  amendments to the terms and
conditions  affecting the risk of loss provision.  We also note that you do
not have a U.S.  GAAP  reconciliation  related to  publishing  distribution
revenue.  In this  regard,  tell us in  detail  why you were able to record
publishing   revenue  on  a  gross  basis  before  October  2004.  Tell  us
specifically  what  changed in October 2004 that now requires you to record
publishing  revenue  on a net basis.  Refer to your basis in the U.S.  GAAP
accounting literature including guidelines established in EITF 99-19.

Response:  In October 2004, we changed  certain key terms of  substantially
all our contracts with publishers for the distribution of magazines,  books
and  newspapers.  Prior to October  2004,  our  distribution  segment would
purchase the magazines,  books and newspapers from pub1ishers at a discount
from the  newsstand  price and,  at its  discretion,  had the  latitude  to
determine  its  price  upon  ultimate  sale  to  its  customer,  which  are
predominantly  newsstands and other general merchandise  stores.  Under the
terms  of  the  previous   arrangements,   our  distribution   segment  was
responsible  for paying the publishers the discounted  price  regardless of
whether the newsstands and general  merchandise  stores ultimately paid for
the merchandise.  In addition,  our distribution segment bore the inventory
risk for products  returned by the customer after a predefined period (i.e.
normally  after  90  days,  we did  not  have  the  right  to  return  this
merchandise to the publisher).  In essence,  our distribution  segment bore
the exposure to credit risk due to potential  non payment from the customer
and in other  instances,  bore the  inventory  risk for late  returns  from
customers.  Following the provisions of EITF 99-19,  we therefore  believed
that reporting these transactions on a gross basis was appropriate.

Pursuant to the terms of the revised arrangements, our distribution segment
now receives a commission from the publishers  equa1 to a fixed  percentage
of the newsstand price over the net sales of the products (net of returns).
Therefore,  our distribution segment does not have credit risk in the event
that  the  customer  does  not pay  for  the  products.  In  addition,  our
distribution  segment now has the right to return all  merchandise  back to
the distributor regardless of when it is received from the customer.  These
changes in the credit and inventory  risk  arrangements  were the basis for
revisiting our accounting and we believe are consistent with the provisions
of EITF 99-19 to now report the transactions on a net basis.

<PAGE>

                                   * * *

     If you need  any  additional  information  or have  any  questions  or
additional comments  concerning the foregoing,  please contact me at (5255)
5261-2309 or contact Faustino Montero at  PricewaterhouseCoopers  at (5255)
5263-6095,  Kenneth Rosh of Fried, Frank, Harris, Shriver & Jacobson LLP at
(212)  859-8535  or Joshua  Wechsler  of Fried,  Frank,  Harris,  Shriver &
Jacobson LLP at (212) 859-8689.

                                      Sincerely,

                                      /s/ Salvi Folch Viadero

                                      Salvi Folch Viadero
                                      Chief Financial Officer

cc: Joaquin Balcarcel Santa Cruz
    Jorge Lutteroth
    Faustino Montero
    Jose Miguel Arrieta
    Kenneth Rosh, Esq.
    Joshua Wechsler, Esq.

<PAGE>

                Proposed Revised Presentations to be included in Future Filings
                ---------------------------------------------------------------

Revised Table on page 62:
- -------------------------

<TABLE>
<CAPTION>

                                                              Year Ended December 31, (1)
                                                 ----------------------------------------------------
                                                       2003              2004              2005
                                                 ----------------  ----------------  ----------------
                                                         Millions of Pesos in purchasing power
                                                                as of December 31, 2005
<S>                                              <C>               <C>               <C>
Segment Profit (Loss)
Television Broadcasting......................    Ps.  7,109.0      Ps.   8,018.8     Ps.    8,852.6
Pay Television Networks......................           167.7              308.5              518.1
Programming Exports..........................           541.3              756.1              668.7
Publishing...................................           376.2              438.9              480.1
Publishing Distribution(2)...................             9.4              (26.2)               6.6
Sky Mexico(3)................................             --             1,383.2            2,516.8
Cable Television.............................           327.6              368.4              489.6
Radio........................................            24.4               32.8               52.2
Other Businesses.............................          (163.7)            (132.1)            (180.4)
                                                 ----------------  ----------------  ----------------
   Total Segment Profit (Loss)(4)............    Ps.  8,391.9      Ps.  11,148.4     Ps.   13,404.3
                                                 ================  ================  ================
- ------------

<FN>
(1)  Certain  segment  data set forth in these tables may vary from certain
     data set forth in our year-end financial statements due to differences
     in  rounding.  The segment net sales and total  segment net sales data
     set  forth in this  annual  report  reflect  sales  from  intersegment
     operations  in all  periods  presented.  See  Note 23 to our  year-end
     financial statements.

(2)  Effective October 1, 2004, we changed our accounting  treatment of net
     sales and cost of sales. We recognized  sales as the marginal  revenue
     from the products we distribute.

(3)  Effective  April  1,  2004,  we began  consolidating  Sky  Mexico,  in
     accordance  with  FIN 46,  which  is  applicable  under  Mexican  GAAP
     Bulletin A-8, "Supplementary  Application of International  Accounting
     Standards."

(4)  The  segment  profit  (loss)  set forth in this  annual  report do not
     reflect  corporate  expenses or depreciation  and  amortization in any
     period  presented but is presented herein to facilitate the discussion
     of segment results.  See Note 23 to our year-end financial  statements
     for a  reconciliation  of the  segment  profit  (loss)  amounts to the
     consolidated financial statement operating income (loss).

</FN>
</TABLE>



Revised Segment Disclosure Note 23 to Financial Statements:
- ----------------------------------------------------------

The table below  presents  information by segment and a  reconciliation  to
consolidated totals for the years ended December 31, 2003, 2004 and 2005.

<TABLE>
<CAPTION>

                                                Intersegment      Consolidated     Segment Profit
                            Total Revenues        Revenues          Revenues          (Loss)
                           ----------------- ----------------- ----------------- -----------------
<S>                        <C>                  <C>            <C>               <C>
2003:
Segment Amounts
Television Broadcasting... Ps.  16,725,131      Ps.   76,209   Ps.  16,648,922   Ps.  7,108,984
Pay Television Networks...         760,525            60,736           699,789          167,736
Programming Exports.......       1,771,921                --         1,771,921          541,339
Publishing................       1,943,225             1,757         1,941,468          376,233
Publishing Distribution...       1,930,693             7,192         1,923,501            9,396
Cable Television..........       1,072,299             5,296         1,067,003          327,636
Radio.....................         270,987            51,173           219,814           24,441
Other Businesses..........       1,479,661           139,693         1,339,968         (163,870)
                           ----------------- ----------------- ----------------- -----------------
Segment totals                  25,954,442           342,056        25,612,386        8,391,895
                           ----------------- ----------------- ----------------- -----------------
Reconciliation to
 Consolidated Amounts:
Eliminations and
 corporate expenses.......        (342,056)         (342,056)               --         (162,291)
Depreciation and
 amortization expense.....              --                --                --       (1,657,882)
                           ----------------- ----------------- ----------------- -----------------
Consolidated totals ...... Ps.  25,612,386      Ps.       --   Ps.  25,612,386   Ps.  6,571,722(1)
                           ================= ================= ================= =================
2004:
Segment Amounts
Television Broadcasting... Ps.  17,671,898      Ps.  423,566   Ps.  17,248,332   Ps.  8,018,817
Pay Television Networks...         827,472           115,878           711,594          308,471
Programming Exports.......       1,981,205                --         1,981,205          756,110
Publishing................       2,163,131             5,145         2,157,986          438,888
Publishing Distribution...       1,626,435             8,392         1,618,043          (26,227)
Sky Mexico................       3,758,154            44,427         3,713,727        1,383,190
Cable Television..........       1,165,514             3,641         1,161,873          368,434
Radio.....................         305,623            50,998           254,625           32,804
Other Businesses..........       1,547,428           103,604         1,443,824         (132,113)
                           ----------------- ----------------- ----------------- -----------------
Segment totals                  31,046,860           755,651        30,291,209       11,148,374
                           ----------------- ----------------- ----------------- -----------------
Reconciliation to
 Consolidated Amounts:
Eliminations and
 corporate expenses.......        (755,651)         (755,651)               --         (161,173)
Depreciation and
 amortization expense.....              --                --                --       (2,144,158)
                           ----------------- ----------------- ----------------- -----------------
Consolidated totals ...... Ps.  30,291,209      Ps.      --    Ps.  30,291,209   Ps.  8,843,043(1)
                           ================= ================= ================= =================
2005:
Segment Amounts
Television Broadcasting... Ps.  18,570,795      Ps.  548,423   Ps.  18,022,372   Ps.  8,852,616
Pay Television Networks...       1,111,176           293,042           818,134          518,074
Programming Exports.......       1,875,916                --         1,875,916          668,682
Publishing................       2,505,499            38,571         2,466,928          480,067
Publishing Distribution...         402,193            10,223           391,970            6,601
Sky Mexico................       5,986,527            31,945         5,954,582        2,516,798
Cable Television..........       1,405,145             2,884         1,402,261          489,560
Radio.....................         344,733            51,245           293,488           52,200
Other Businesses..........       1,324,209            68,819         1,255,390         (180,371)
                           ----------------- ----------------- ----------------- -----------------
Segment totals                  33,526,193         1,045,152        32,481,041       13,404,227
                           ----------------- ----------------- ----------------- -----------------
Reconciliation to
 Consolidated Amounts:
Eliminations and
 corporate expenses.......      (1,045,152)       (1,045,152)               --         (182,471)
Depreciation and
 amortization expense.....              --                --                --       (2,418,969)
                           ----------------- ----------------- ----------------- -----------------
Consolidated totals ...... Ps.  32,481,041      Ps.       --   Ps.  32,481,041   Ps. 10,802,787(1)
                           ================= ================= ================= =================

<FN>
(1) Consolidated totals represents consolidated operating income.
</FN>
</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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