Mail Stop 3561
September 28, 2005
By Facsimile and U.S. Mail
Mr. Stephen Lucas
Group Finance Director
National Grid PLC
1-3 Strand
London, WC2N 5EH
England
Re: National Grid PLC
Form 20-F for the fiscal year ended March 31, 2005
Filed June 15, 2005
File No. 1-14958
Dear Mr. Lucas:
We have reviewed your filings and have the following
comments.
In some of our comments, we may 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 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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
National Grid PLC Form 20-F for the fiscal year ended March 31,
2005
General
1. Please be advised that the following page references correspond
to
your printed 2005 annual report that was incorporated by reference
into your March 31, 2005, Form 20-F filing.
Operating Review - Wireless Infrastructure, page 37
2. We note your investment in Crown Castle International Corp. for
1.1 billion pound sterling which may be significant. In this
regard,
please explain why you have not provided the disclosures required
by
SFAS no. 141 in your US GAAP reconciliation note. If you believe
the
acquisition is not material, show us your quantitative and
qualitative analysis.
US GAAP Reporting - Continuing and Discontinued Operations, page
57
3. You disclose that the planned sales of your four regional gas
distribution networks will be classified as discontinued
operations
for US GAAP and IFRS purposes subsequent to March 31, 2005. You
further disclose in your financial review that operational
exceptional charges related to these planned disposals totaled $62
million pounds sterling. Please explain to us the nature of these
charges and how you will account for these restructuring charges
under US GAAP.
Note 32 Differences between UK and US accounting principles, page
121
4. Explain to us what consideration you gave to SFAS no. 143 for
purposes of your US GAAP reconciliation note.
5. Please explain why you have not disclosed the number of shares
used to determine basic and diluted earnings per share (EPS) under
US
GAAP, and any differences between the methods utilized to
determine
the numerators and denominators in the calculations of EPS under
US
GAAP and UK GAAP.
6. Please explain why the disclosures required by FIN 45, have not
been presented. These disclosures appear to be required in the
footnotes to your US GAAP reconciliation note pursuant to Item 18
of
Form 20-F.
7. Explain to us if you meet the threshold requirements set forth
in
Rule 4-08 of Regulation S-X for disclosure of restricted net
assets
of subsidiaries.
8. Please explain why you have not provided the required
disclosures
of items affecting income tax expense. See Rule 4-08(h) of
Regulation S-X.
b) Pensions and other post-retirement benefits, page 124
9. Please reconcile the additional minimum liability adjustment of
618 million pounds sterling to the recorded amount on your Group`s
Other Comprehensive Loss Statement of 623 million pounds sterling.
d) Financial Instruments, page 125
10. Your disclosure indicates that you apply hedge accounting for
some of your net investment hedges. Under US GAAP, translation
gains
(losses) are reported as a cumulative translation adjustment (CTA)
in
stockholders` equity, and to the extent the hedge is effective,
gains
(losses) on the net investment hedge are also recorded as part of
CTA. Explain to us where you have reported the changes in value
of
your net investment hedges. Furthermore, explain to us what
instruments you are using to hedge your foreign exposure and if
they
are highly effective. An example which provides the related
journal
entries would facilitate our review.
Other comprehensive loss, page 133
11. Explain to us what comprises the line item mark to market
financial instruments. If these instruments represent investments
in
debt or equity securities, explain why you have not provided the
disclosures required by SFAS no. 115. If they represent SFAS no.
133
cash flow hedges, explain how you have complied with the
disclosure
requirements of Statement no. 133 as it relates to cash flow
hedges.
Please respond to these comments within 10 business days
or
tell us when you will provide us with a response. Please furnish
a
letter with your responses to our comments and provide any
requested
supplemental information. Please understand that we may have
additional comments after reviewing your responses to our
comments.
Please file your response letter on EDGAR as a correspondence
file.
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 information investors require
for
an informed 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 filing;
* 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.
If you have any questions regarding this comment, please
direct them to Robert Babula, Staff Accountant, at (202) 551-3339
or,
in his absence, to the undersigned at (202) 551-3849. Any other
questions regarding disclosures issues may be directed to H.
Christopher Owings, Assistant Director at (202) 551-3725.
Sincerely,
Jim Allegretto
Senior Assistant Chief Accountant
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Mr. Stephen Lucas
National Grid PLC
September 28, 2005
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