Mail Stop 0407
June 7, 2005
Mr. Jacques Mallette
Executive Vice President and Chief Financial Officer
Quebecor Media Inc.
612 St. Jacques Street
Montreal, Quebec, Canada H3C 4M8
Re: Quebecor Media Inc.
Form 20-F for Fiscal Year Ended December 31, 2004
Filed March 31, 2005
File No. 333-13792
Dear Mr. Mattette:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Please address the following comments
in
future filings. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Selected Financial Data, page 1
1. Present your ratio of earnings to fixed charges under Item
503(d)
of Regulation S-K.
2. See "Operating income" on this page and "Operating income
before
undernoted items" on your consolidated statements of income on
page
F-1. Please confirm that the use of the line item, "Operating
income
before undernoted items", are either required or expressly
permitted
by the standard-setter that establishes Canadian GAAP. If not,
delete this line item on page F-1. Also expand the disclosure on
page 3 for this non-GAAP measure to comply with comment #3 below.
Similarly revise throughout your filing where reference is made to
this line item on a consolidated basis. Note that you should only
provide a discussion of this measure on a segment basis since it
is
your segment measure of profit or loss. See the final rule on
conditions for use of Non-GAAP financial measures which is
available
on our website at: <http://www.sec.gov/rules/final/33-8176.htm>.
Free cash flow from operations, pages 73 and 75
3. Expand your discussion of free cash flow from operations, a
non-
GAAP measure, to disclose the following:
* the manner in which you use it to conduct or evaluate your
business;
* the economic substance behind your decision to use it;
* the material limitations associated with the use of it as
compared
to the use of the most directly comparable GAAP measure, cash flow
from operating activities; and
* the manner in which you compensate for these limitations when
using
it.
* more details of the line item "net change in non-cash balances
related to operations" and why it is appropriate to exclude these
items from your measure.
Contractual Obligations, page 86
4. Present the required interest payments in the table.
Operating lease arrangements, page 88
5. Please confirm to us that the guaranteed residual value is
included in your minimum lease payments table in Note 19(a) on
page
F-48. Also, confirm to us that these payments were considered in
your conclusion that the lease is an operating lease.
Revenue recognition and revenue arrangements with multiple
deliverables, page 97
6. Please tell us why it is appropriate to defer direct and
indirect
reconnection-related costs under US GAAP. We note that you
expense
as incurred the costs of reconnecting subscribers.
Note 1(e). Use of estimates, page F-11
7. Expand your critical accounting policies disclosures to include
reserves for restructuring and financial instruments. See the
Commission`s Interpretive Release on Managements Discussion and
Analysis of Financial Condition and Results of Operations which is
located on our website at: http://www.sec.gov/rules/interp/33-
8350.htm.
Note 1(r). Goodwill and other intangible assets, page F-18
8. Tell us how you evaluated the factors in SFAS 142 in
determining
that the broadcasting licenses have indefinite lives.
Note 3. Reserve for Restructuring of Operations, Impairments of
Assets and Other Special Charges, page F-22
9. In 2002, you had a $13.4 million write-down of temporary and
portfolio investments. Tell us how this write-down was reflected
in
the US GAAP reconciliation.
Note 24. Significant Differences Between GAAP in Canada and in the
United States, page F-61
10. Tell us how you evaluated the guidance in SFAS 143 in
determining
whether you have a legal retirement obligation associated with the
operation of your tangible long-lived assets. We note that your
cable network requires "access to the support structures of hydro-
electric and telephone utilities and to municipal rights of way."
Do
you have any agreements that include obligations at the end of the
lease term to restore facilities or remove equipment? We also
note
that your access agreement with hydro-electricity utilities will
expire in December 2005.
* * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested information. Detail letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* 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
* 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.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Dean Suehiro, Senior Staff Accountant, at
(202)
551-3384 or Kyle Moffatt, Accountant Branch Chief, at (202) 551-
3836
if you have questions regarding comments on the financial
statements
and related matters. Please contact me at (202) 551-3810 with any
other questions.
Sincerely,
Larry Spirgel
Assistant Director
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Mr. Jacques Mallette
Quebecor Media Inc.
June 7, 2005
Page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE