SEC Comment Letter for ENDESA SA (CIK 0001046649) — Dec 21, 2005
ENDESA SA (CIK 0001046649)
Date: Dec. 21, 2005 · CIK: 0001046649 · Accession: 0000000000-05-063303
AI Filing Summary & Sentiment
File numbers found in text: 333-07654
Letter
December 21, 2005 By Facsimile and U.S. Mail Mr. Rafael Miranda Robredo Chief Executive Officer Endesa, S.A. Ribera del Loira, 60 28042 Madrid, Spain
Re: Endesa, S.A. Form 20-F/A for Fiscal Year Ended December 31, 2004 Filed October 28, 2005 File No. 333-07654
Dear Mr. Miranda Robredo:
We have reviewed the above referenced filing and have the following comments. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a 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 raise additional comments.
Please understand the purpose of our review 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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Rafael Miranda Robredo Endesa, S.A. Decem ber 21, 2005 Page 2
Form 20-F/A Explanatory Note
1. You disclose you have elim inated certain sales and operating costs related to your electricity and gas businesses citing they will be recorded on a net basis f or the purpose of U.S. GAAP reporting. Please explain how the affected sales and purchases are conducted from an operational viewpoint and why the accounting treatm ent for these sales and purchases between you and certain m arket agents is affected by recently prom ulgated U.S. GAAP . Please provide us with your EITF 99-19 analysis regarding sales and purchases with all af fected entities and tell us how you m ade a determ ination in fiscal 2004 that it is now appropriate to report certain sales and costs on a net basis rather than gross. In your analysis specifically discuss the collective indicators that lead you to believe you are not a principal in these arrangem ents. Please include a quantification of the gross sales and purchases with each m arket agent and/or subsidiary included in this recent adjustm ent. W e may have further com ments.
2. Tell us your consideration of the im pact, if any, that EITF 99-19 m ay have on these sales and purchase arrangem ents within the context of adopting EITF 02-3 and 03-11, both of which were in effect fo r your fiscal year 2003. See paragraphs 19 of EITF 02-3 and 10 of EITF 03-11. Include in your response your accounting policy for these sales and purchases both before and after you filed your am ended Form 20-F. W e note your disclosure on page F-116 states the application of EITF 03-11 had no effect on your financial position, cash flows or results of operations.
3. It is unclear from the current disclosure whether you view the revision of net sales in accordance with U.S. GAAP as a change in accounting principle, a change in accounting estim ate or the correction of an error. In consideration of APB No. 20, please tell us the nature and justification for the change in net sales in accordance with U.S. GAAP. If you believe this to be a change in accounting principle please tell us if you have disclosed in a previous SEC filing, the anticipated accounting m ethod and adoption date in accordance with SAB No. 74 (Topic 11M) or, alternatively, tell us why you have not. If you believe this to be a correction of an error, please tell us how you have satisfied the disclosure requirem ents stated in paragraphs 36 and 37 of APB No. 20. W e may have further com ments.
Mr. Rafael Miranda Robredo Endesa, S.A. Decem ber 21, 2005 Page 3
As appropriate, please am end your filing and respond to these com ments within 10 business days, or tell us when you will provide us with a response. You m ay wish to provide us with m arked copies of the am endm ent to expedite our review. Please furnish a cover letter with your am endm ent that keys your responses to our com ments and provides any requested inform ation. Detailed letters greatly facilitate our review. File your response on EDGAR as a correspondence file. Please understand that we m ay have additional com ments after reviewing your responses to our com ments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all inform ation investors require for an inform ed decision. Since the com pany and its managem ent are in possession of all facts relating to a com pany’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have m ade.
In connection with responding to our com ments, please provide, in writing, a statem ent from the com pany acknowledging that:
the com pany is responsible for the adequacy and accuracy of the disclosure in the filing;
staff com ments or changes to disclosure in response to staff com ments do not foreclose the Com mission from taking any action with respect to the filing; and
the com pany m ay not assert staff com ments as a defense in any proceeding initiated by the Com mission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcem ent has access to all inform ation you provide to the staff of th e Division of Corporation Finance in our review of your filing or in response to our com ments on your filing.
You m ay contact Brian McAllister, St aff Accountant at (202) 551-3341, or m e at (202) 551-3841 if you have any questions regarding com ments on the financial statem ents and related m atters.
S incerely,
M ichael Moran Accounting Branch Chief
Show Raw Text
Mail Stop 3561
December 21, 2005
By Facsimile and U.S. Mail
Mr. Rafael Miranda Robredo
Chief Executive Officer
Endesa, S.A.
Ribera del Loira, 60
28042 Madrid, Spain
Re: Endesa, S.A.
Form 20-F/A for Fiscal Year Ended December 31, 2004
Filed October 28, 2005
File No. 333-07654
Dear Mr. Miranda Robredo:
We have reviewed the above referenced filing and have the following comments.
Where indicated, we think you should revise your documents in response to these
comments. If you disagree, we will consider your explanation as to why our comment is
inapplicable or a 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
raise additional comments.
Please understand the purpose of our review 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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Rafael Miranda Robredo
Endesa, S.A.
Decem ber 21, 2005
Page 2
Form 20-F/A
Explanatory Note
1. You disclose you have elim inated certain sales and operating costs related to your
electricity and gas businesses citing they will be recorded on a net basis f or the
purpose of U.S. GAAP reporting. Please explain how the affected sales and
purchases are conducted from an operational viewpoint and why the accounting
treatm ent for these sales and purchases between you and certain m arket agents is
affected by recently prom ulgated U.S. GAAP . Please provide us with your EITF
99-19 analysis regarding sales and purchases with all af fected entities and tell us
how you m ade a determ ination in fiscal 2004 that it is now appropriate to report
certain sales and costs on a net basis rather than gross. In your analysis
specifically discuss the collective indicators that lead you to believe you are not a
principal in these arrangem ents. Please include a quantification of the gross sales
and purchases with each m arket agent and/or subsidiary included in this recent
adjustm ent. W e may have further com ments.
2. Tell us your consideration of the im pact, if any, that EITF 99-19 m ay have on
these sales and purchase arrangem ents within the context of adopting EITF 02-3
and 03-11, both of which were in effect fo r your fiscal year 2003. See paragraphs
19 of EITF 02-3 and 10 of EITF 03-11. Include in your response your accounting
policy for these sales and purchases both before and after you filed your am ended
Form 20-F. W e note your disclosure on page F-116 states the application of EITF
03-11 had no effect on your financial position, cash flows or results of operations.
3. It is unclear from the current disclosure whether you view the revision of net sales
in accordance with U.S. GAAP as a change in accounting principle, a change in
accounting estim ate or the correction of an error. In consideration of APB No.
20, please tell us the nature and justification for the change in net sales in
accordance with U.S. GAAP. If you believe this to be a change in accounting
principle please tell us if you have disclosed in a previous SEC filing, the
anticipated accounting m ethod and adoption date in accordance with SAB No. 74
(Topic 11M) or, alternatively, tell us why you have not. If you believe this to be a
correction of an error, please tell us how you have satisfied the disclosure
requirem ents stated in paragraphs 36 and 37 of APB No. 20. W e may have
further com ments.
Mr. Rafael Miranda Robredo
Endesa, S.A.
Decem ber 21, 2005
Page 3
As appropriate, please am end your filing and respond to these com ments within
10 business days, or tell us when you will provide us with a response. You m ay wish to
provide us with m arked copies of the am endm ent to expedite our review. Please furnish
a cover letter with your am endm ent that keys your responses to our com ments and
provides any requested inform ation. Detailed letters greatly facilitate our review. File
your response on EDGAR as a correspondence file. Please understand that we m ay have
additional com ments after reviewing your responses to our com ments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing reviewed by the staff to be certain that they have provided all
inform ation investors require for an inform ed decision. Since the com pany and its
managem ent are in possession of all facts relating to a com pany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have m ade.
In connection with responding to our com ments, please provide, in writing, a
statem ent from the com pany acknowledging that:
the com pany is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff com ments or changes to disclosure in response to staff com ments do not
foreclose the Com mission from taking any action with respect to the filing; and
the com pany m ay not assert staff com ments as a defense in any proceeding
initiated by the Com mission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of Enforcem ent has access to all
inform ation you provide to the staff of th e Division of Corporation Finance in our
review of your filing or in response to our com ments on your filing.
You m ay contact Brian McAllister, St aff Accountant at (202) 551-3341, or m e at
(202) 551-3841 if you have any questions regarding com ments on the financial
statem ents and related m atters.
S incerely,
M ichael Moran
Accounting Branch Chief