SEC – ‘UPLOAD’ from 11/18/04 re: Fox Entertainment Group Inc – ‘LETTER’

On:  Thursday, 11/18/04, at 10:56am ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  7/15/05   ·   Accession #:  0-4-37018

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   3±    12K 


Mail Stop 3-5                                           November 18, 2004       

Via Fax & U.S. Mail                                                             

Mr. K. Rupert Murdoch                                                           
Chairman and Chief Executive Officer                                            
Fox Entertainment Group, Inc.                                                   
1211 Avenue of the Americas                                                     
New York, New York  10036                                                       

Re:     Fox Entertainment Group, Inc.                                           
Form 10-K for the year ended June 30, 2004                      
Form 8-K filed November 3, 2004                                 
Commission File Number 1-14595                                  

Dear Mr. Murdoch:                                                               

We have reviewed the above referenced filings and have the following            
comments.  We have limited our review to the financial information and          
related disclosures included within these documents.  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 filings.                                 

Where expanded or revised disclosure is requested, you may comply with          
these comments in future filings.  If you disagree, we will consider            
your explanation as to why our comments are inapplicable or a revision          
is unnecessary.  In some of our comments, we may ask you to provide us          
with additional information so we may better understand your                    
disclosure.  Please be as detailed as necessary in your explanations.           
We look forward to working with you in these respects and welcome any           
questions you may have about any aspects of our review.                         

Form 10-K for the Year Ended June 30, 2004                                      

Item 7. Management`s Discussion and Analysis of Financial Condition             
and Results of Operations                                                       
Overview of Our Business                                                        
Filmed Entertainment                                                            
Television Stations, Television Broadcast Network and Cable Network             
Programming, page 25                                                            

1. You disclose here that the transition of local television ratings            
system to the use of Local People Meters in certain large markets has           
adversely impacted the ratings of the O&O`s in the markets where the            
transition has occurred.  This appears to be a known trend or                   
uncertainty that has had or that is reasonably expected to have a               
material unfavorable impact on your advertising revenues, in                    
accordance with Item 303(A)(3)(ii) of Regulation S-K.  Please expand            
to discuss the impacts this has had and is expected to have on the              
advertising revenue of, or other material impacts on, the operations            
of your O&O`s.                                                                  

Notes to the Consolidated Financial Statements                                  
Note 5. DIRECTV Transaction, page 59                                            

2. We note that you have adjusted your 34% share of DTV`s results for           
the six months ended June 30, 2004 to reflect the allocation of the             
purchase price of DTV.  Please reconcile for us the amount of DTV`s             
reported results for the six months ended June 30, 2004 of a loss of            
$652.1 million as disclosed in its Form 10-Q for that quarter ended to          
your share of the amount thereof that you recognized of $54 million.            
In this regard, please explain to us the effect these adjustments had           
on your accounting for any difference between the amount of the cost            
of your investment in DTV and the amount of your share of underlying            
net assets of DTV.  In your explanation, please provide a schedule              
that presents the components of the difference, the adjustments to              
these components, and the continuing accounting for the components as           
adjusted.                                                                       

3. In regard to the above, please explain to us the impact of the               
adjustments to your share of the results of DTV that you recorded in            
the quarter ended September 30, 2004 with respect to DTV`s loss on the          
sale of PanAmSat and impairment charge for the Spaceway program as              
disclosed in Exhibit 99 to your Form 8-K filed November 3, 2004.                

Note 8. Investments, page 63                                                    

4. Please disclose the market value of your investment in The DIRECTV           
Group in accordance with paragraph 20(b) of APB Opinion No. 18, since           
a quoted market price of this investment is available.                          

5. Within the table for the summarized financial information for your           
significant equity affiliates and joint ventures accounted for under            
the equity method, please disclose separately the amounts associated            
with your investment in The DIRECTV Group, since this investment is             
individually significant, in accordance with paragraph 20(d) of APB             
Opinion No. 18.                                                                 

* * * * *                                                                       

Please file your response to our comments via EDGAR within fifteen              
business days from the date of this letter.  Please understand that we          
may have additional comments after reviewing your response.  You may            
contact Doug Jones at 202-824-5368, Jim Campbell at 202-942-1914, or            
the undersigned at 202-942-1907 with any questions.                             

                                          Sincerely,

Michael Fay                                                     

Branch Chief                                                    

cc: via facsimile                                                               
Mr. David F. DeVoe                                                  
Senior Executive Vice President and Chief Financial Officer         
212-852-7136                                                        

Mr. K. Rupert Murdoch                                                           
Fox Entertainment Group, Inc.                                                   
Page 1                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		7/15/05		CORRESP,  UPLOAD
Filed on:		11/18/04		UPLOAD
		11/3/04		8-K,  UPLOAD
		9/30/04		10-Q,  UPLOAD
		6/30/04		10-K,  10-K/A
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/10/04  Fox Entertainment Group Inc.      10-K        6/30/04    8:2.6M                                   Donnelley … Solutions/FA