ABS-CBN Broadcasting Corporation Sgt
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ABS-CBN Broadcasting Corporation Sgt. Esguerra Avenue, Quezon City Philippines SECURITIES AND EXCHANGE COMMISSION SEC Building, EDSA, Greenhills Mandaluyong City, Metro Manila Attention : Atty. Justina F. Callangan Director, Corporation Finance Department Mr. Orly Yaneza Corporation Finance Department Subject : Amended 2004 Annual Report (SEC Form 17-A) ----------------------------------------------------------------- Gentlemen: We are submitting herewith ABS-CBN Broadcasting Corporations’ Amended 2004 Annual Report (SEC Form 17-A) in accordance with the received checklist, along with the list of explanations as to why the required information were not reflected in the company’s original filing for the Non-Financial Disclosures section. We have also included the responses of our external auditor, SGV & Co. to the remarks on the Financial Disclosures Section. We trust that we have sufficiently addressed your concerns. Very truly yours, Randolph T. Estrellado VP-Finance & Chief Financial Officer 11th Floor, ELJ Communications Center, Eugenio Lopez Jr. Drive, Quezon City, Philippines Tel. Nos. (632) 924-4101 to 22 / Fax No.: (632) 431-9368 Visit our website at www.abscbn-ir.com CHECKLIST OF AMENDMENTS TO SEC FORM 17-A NON-FINANCIAL DISCLOSURES CHECKLIST SUMMARY OF COMMENTS SEC REMARKS ABS-CBN EXPLANATIONS PART I – BUSINESS AND GENERAL INFORMATION 1) Comply w/ Requested changes have been COVER PAGE required format. made 2) Indicate page numbers ITEM 1. BUSINESS Principal products or services and their markets indicating Incomplete (indicate This information is disclosed in Note their relative contribution to sales or revenues of information per 3: Segment Information of the each product or service, or group of related highlighted portion) Financial Statements products or services, which contribute ten percent (10%) or more to sales or revenues. Percentage of sales or revenues and net income This information is disclosed in Note contributed by foreign sales (broken down into major Incomplete 3: Segment Information of the markets such as Western Europe, Southeast Asia, etc.) for Financial Statements each of the last three years; Competition. Incomplete The competitive environment including the current players in the market, method of competition vs other TV channels and other media, etc. were discussed extensively in Item 1. Additional information pertaining to the Company’s minor businesses was also included. Effect of existing or probable governmental regulations on Disclose, if any This has already been extensively the business. discussed in Item 1 under the two (2) headings listed: ● Patents, trademarks, licenses, franchises, concessions, royalty ● Need for any governmental approval of principal products or services Costs and effects of compliance with environmental laws Not complied with The company has already indicated this information under Item 1 with the heading Cost and effect of compliance with environmental laws Discuss the major risk/s involved in each of the businesses Incomplete (re: Additional information is now of the company and subsidiaries. Include a disclosure of disclosure of the included in the Risks Relating to the the procedures being undertaken to identify, assess procedures being Company and manage such risks. undertaken to identify, assess and manage such risks) ITEM 2. PROPERTIES Indicate what properties the registrant intends to acquire in The company does not intend to the next twelve (12) months, the cost of such acquisitions, Incomplete acquire any such properties within the mode of acquisition (i.e. by purchase, lease or the next (12) months of filing and otherwise) and the sources of financing it expects to use. thus no longer indicated such matter in the report. PART II - OPERATIONAL AND FINANCIAL INFORMATION ITEM 5. MARKET FOR ISSUER’S COMMON EQUITY AND RELATED STOCKHOLDERS’ MATTERS 1. MARKET INFORMATION Price information as of the latest practicable trading date Not disclosed Stock prices for ABS & ABSP as of end of first quarter 2005 were indicated in the first paragraph after Item 5 heading but the date indicated has a typographical error and should have read “as of March 31, 2005 instead of 2004 4. RECENT SALES OF UNREGISTERED OR EXEMPT SECURITIES, Including Recent Issuance of Securities Constituting an Exempt Transaction Furnish the following information as to all securities of the Disclose, If any The company has not had any such registrant sold by it within the past three (3) years which transactions for the past 3 years were not registered under the Code. and no longer indicated it in its report for lack thereof. ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS Full Fiscal Years: For both full fiscal years and interim periods, disclose the Not complied with The Company discusses its key company’s and its majority-owned subsidiaries’ top (5) key performance indicators in its performance indicators. It shall include a discussion of the Management Discussions and manner by which the company calculates or identifies the Financial Analysis (MD&A) as shown indicators presented on a comparable basis. in its division of different sections discussing its Airtime Revenues, Net Sales & Services, Operating Income, Net Income & EBITDA coupled with the brief explanation of its balance sheet accounts. Full Fiscal Years: Discuss the registrant’s financial condition, changes in Incomplete (re: The Company’s MD&A for every financial condition and results of operations of each of the discussion of the year indicate a comparative analysis last three fiscal years. financial condition of the year indicated in the report and results of as well as the previous year. Hence, operations for the the Company’s 2002 financial year 2002) condition was already discussed in its 2003 MD&A. Nonetheless, we have attached the 2002 MD&A for your reference. (ii) Any events that will trigger direct or contingent financial Disclose, if any There are no such events as obligation that is material to the company, including any indicated in the Notes to Financial default or acceleration of obligation. Statements under Commitments and Contingencies (Note 24). (iii) All material off-balance sheet transactions, agreements, Disclose, if any There are no such transactions as obligations (including contingent obligations), and other indicated in the Notes to Financial relationships of the company with unconsolidated entities Statements under Commitments or other persons created during the reporting period. and Contingencies (Note 24). INFORMATION ON INDEPENDENT ACCOUNTANT EXTERNAL AUDIT FEES (MC No. 14 Series of 2004) Not complied with This is a new requirement that we inadvertently overlooked. We have attached the requested information under Item 6, Information on Independent Accountant and Other Matters. PART III – CONTROL AND COMPENSATION INFORMATION ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF Required to be Changes have been made to Item 9 THE ISSUER disclosed are the as indicated. incumbent directors. Please change caption. DIRECTORS AND EXECUTIVE OFFICERS (1) Identify Directors. Including Independent Directors, and Executive Officers (d) Briefly describe the person’s business experience during Incomplete (re: All the directors and executive the past five (5) years; Indicate whether the officers business experience disclosure on indicated has spanned the past five business experience (5) years unless otherwise of the named indicated, but suggested changes directors and officers have been implemented to Item 9. covers the past five (5) years) FAMILY RELATIONSHIP Disclose, if any The discussion on Family Describe any family relationships up to the fourth civil relationships was located between degree either by consanguinity or affinity among directors, the write-ups of the directors and executive officers, or persons nominated or chosen by the the executive officers but, has now registrant to become directors of executive officers. been moved after the discussion on significant employees. Additional information on Mr. Rafael L. Lopez was also included. This was inadvertently missed by the Company in its review of the report as he is a new addition to the list of executive officers. ITEM 10. EXECUTIVE COMPESATION (3) Compensation of Directors Incomplete (re: There was a misinterpretation of disclose amounts of the rule limiting the disclosure of per diem) compensation to the five (5) most highly paid individuals amongst all directors and executive officers. Per diems have been disclosed after the summary compensation table in Item 10. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Security Ownership of Certain Record Beneficial Owners Incomplete (re: Changes to the format have been please comply with made. the required tabular presentation) PART IV – CORPORATE GOVERNANCE Discussion on Corporate Governance Not complied with The provisions contained in the Company’s Manual on Corporate Governance that has been filed with the Commission already discuss the requested information. Moreover, the Company has filed updates with the commission regarding its compliance with Corporate Governance last February 23, 2005. Nonetheless, the requested information has been included in the amended document. SIGNATURE PAGE Duly signed by (1) Principal Executive Officer Not complied with The Principal Executive Officer who is also the company’s Chairman & CEO was out of the country during the time of the filing. The President & COO, whose signature was already affixed to the document, signed for him in his