SEC Comment Letter for ESPIRITO SANTO FINANCIAL GROUP SA — Sep 6, 2005
ESPIRITO SANTO FINANCIAL GROUP SA/ NEW (CIK 0000906522)
Date: Sept. 6, 2005 · CIK: 0000906522 · Accession: 0000000000-05-046037
AI Filing Summary & Sentiment
File numbers found in text: 001-12060
Letter
Via Facsimile and U.S. Mail Mail Stop 6010 September 2, 2005 Mr. Ricardo Espirito Santo Silva Salgado Chairman of the Board and Principal Executive and Financial Officer Espirito Santo Financial Group S.A. 231, Val des Bons-Malades L-2121 Luxembourg-Kirchberg
Re: Espirito Santo Financial Group S.A. Form 20-F for Fiscal Year Ended December 31, 2004 Filed June 30, 2005 File No. 001-12060
Dear Mr. Salgado:
We have limited our review of your filing to those issues we have addressed in our comments. In our comments, we ask you to provide us with supplemental information so we may better understand your disclosure. Please be as detailed as necessary in your explanation. After reviewing this information, we may 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.
Item 17. Financial Statements, page 139
Notes to the Consolidated Financial Statements, page F-8
Note 36 - Reconciliation of Statutory and US Accounting Principles, page F-91
1. Please clarify for us where and how you have provided the statement of cash flow or alternative disclosures required by Item 17(c)(2)(iii) of Form 20-F. In addition, please tell us whether your mandatory deposits with the Bank of Portugal would be included in cash and cash equivalents under US GAAP and, if so, how that is consistent with SFAS 95.
2. For each of your accounting policies under your local GAAP discussed below, please tell us whether they are also appropriate under US GAAP. If so, please tell us the specific literature (by pronouncement and paragraph) that supports this. If not, please explain how you considered this in your reconciliation or why doing so was not necessary:
* On page F-18, we noted that you provide for any unrealized losses and defer, as a liability, any unrealized gains on trading account securities where you estimate market values based on fair values or net asset values, as opposed to recognizing the unrealized gains and losses through income. In this regard, please also tell us whether these securities are within the scope of SFAS 115 and, if so, whether they are classified as trading or available-for-sale for US GAAP.
* On page F-23, we noted that, in 2002, you recognized a short- fall in the mathematical reserve relating to obligations to pay life pensions resulting from workmen`s compensation claims under retained earnings, as opposed to income.
* * * *
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 provide the requested information. Detailed letters greatly facilitate our review. Please file your letter on EDGAR under the form type label CORRESP. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing include 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 your letter, 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 filing; 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 filing or in response to our comments on your filing.
You may contact Oscar M. Young, Jr., Senior Accountant at (202) 551-3622 if you have questions regarding the comments. In this regard, do not hesitate to contact me, at (202) 551-3679.
Sincerely,
Jim B. Rosenberg
Senior Assistant Chief Accountant
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Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Via Facsimile and U.S. Mail
Mail Stop 6010
September 2, 2005
Mr. Ricardo Espirito Santo Silva Salgado
Chairman of the Board and Principal Executive and Financial
Officer
Espirito Santo Financial Group S.A.
231, Val des Bons-Malades
L-2121 Luxembourg-Kirchberg
Re: Espirito Santo Financial Group S.A.
Form 20-F for Fiscal Year Ended December 31, 2004
Filed June 30, 2005
File No. 001-12060
Dear Mr. Salgado:
We have limited our review of your filing to those issues we
have addressed in our comments. In our comments, we ask you to
provide us with supplemental information so we may better
understand
your disclosure. Please be as detailed as necessary in your
explanation. After reviewing this information, we may 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.
Item 17. Financial Statements, page 139
Notes to the Consolidated Financial Statements, page F-8
Note 36 - Reconciliation of Statutory and US Accounting
Principles,
page F-91
1. Please clarify for us where and how you have provided the
statement of cash flow or alternative disclosures required by Item
17(c)(2)(iii) of Form 20-F. In addition, please tell us whether
your
mandatory deposits with the Bank of Portugal would be included in
cash and cash equivalents under US GAAP and, if so, how that is
consistent with SFAS 95.
2. For each of your accounting policies under your local GAAP
discussed below, please tell us whether they are also appropriate
under US GAAP. If so, please tell us the specific literature (by
pronouncement and paragraph) that supports this. If not, please
explain how you considered this in your reconciliation or why
doing
so was not necessary:
* On page F-18, we noted that you provide for any unrealized
losses
and defer, as a liability, any unrealized gains on trading account
securities where you estimate market values based on fair values
or
net asset values, as opposed to recognizing the unrealized gains
and
losses through income. In this regard, please also tell us
whether
these securities are within the scope of SFAS 115 and, if so,
whether
they are classified as trading or available-for-sale for US GAAP.
* On page F-23, we noted that, in 2002, you recognized a short-
fall
in the mathematical reserve relating to obligations to pay life
pensions resulting from workmen`s compensation claims under
retained
earnings, as opposed to income.
* * * *
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 provide the
requested information. Detailed letters greatly facilitate our
review. Please file your letter on EDGAR under the form type
label
CORRESP. Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing include 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 your letter, 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 filing; 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 filing or in
response to our comments on your filing.
You may contact Oscar M. Young, Jr., Senior Accountant at
(202)
551-3622 if you have questions regarding the comments. In this
regard, do not hesitate to contact me, at (202) 551-3679.
Sincerely,
Jim B. Rosenberg
Senior Assistant Chief Accountant
??
??
??
??
Mr. Ricardo Espirito Santo Silva Salgado
Espirito Santo Financial Group S.A.
September 2, 2005
Page 1
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</DOCUMENT>