SEC Comment Letter for CIBA SPECIALTY CHEMICALS HOLDING — May 19, 2005
CIBA SPECIALTY CHEMICALS HOLDING INC /FI/ (CIK 0001035497)
Date: May 19, 2005 · CIK: 0001035497 · Accession: 0000000000-05-024771
AI Filing Summary & Sentiment
File numbers found in text: 333-56040
Referenced dates: May 13, 2005
Letter
via U.S. mail and facsimile Michael Jacobi Chief Financial Officer Ciba Specialty Chemicals Holding Inc. Klybeckstrasse 141 4002 Basel Switzerland File No. 333-56040
RE: Ciba Specialty Chemicals Holding Inc. Form 20-F for the fiscal year ended December 31, 2004 Filed February 1, 2005
Dear Mr. Jacobi:
We have reviewed your response letter dated May 13, 2005, and have the following additional comments. If you disagree, we will consider your explanation as to why our comment is inapplicable. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Form 20-F for the year ended December 31, 2004
Item 5. Operating and Financial Review and Prospects
1. We note your response to prior comment 1. The statement in Question 13 that free cash flows does not have a uniform definition is to denote that it is in fact a non-GAAP measure, meaning it does not have a uniform definition and registrants may not present the measure in the exact same way. Question 13 does not allow registrants to remove any item from cash flows from operating activities or eliminate the requirement stated in Item 10(e)(1)(ii)(A) of Regulation S-K to not exclude charges or liabilities that required, or will require, cash settlement from non- GAAP liquidity measures, other than EBIT or EBITDA. As such, please confirm to us that you will discontinue the exclusion of restructuring payments or similar items from free cash flows in future filings, as the resulting measure is contrary to Item 10(e)(1)(ii)(A) of Regulation S-K.
2. We note your response to prior comment 4. While we understand you are going to discontinue presenting your adjusted EBITDA measure with your December 31, 2006 20-F and that you have communicated earnings targets to your employees and investment community based on your adjusted EBITDA, you did not comment on the title of your adjusted EBITDA measure. Question 14 clearly states that if the measures are calculated differently than the description of EBITDA, that measure should not be titled EBITDA. As such, we continue to request that you re-title your measure to something other than EBITDA, such as Adjusted EBITDA.
Item 15. Controls and Procedures
3. We note your response to prior comment 7; however, it is our position that both statements in Rules 13a-15(e) and 15d-15(e) encompass the entire definition of disclosure controls and procedures. The second sentence is not explanatory, but rather part of the full definition. As such, please confirm to us, if true, that your disclosure controls and procedures were also effective to ensure that information required to be disclosed by you in the reports you file and/or submit under the Exchange Act is accumulated and communicated to your management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure as of December 31, 2004. Please also confirm that you will comment on the full definition of disclosure controls and procedures` effectiveness in future filings, as previously requested.
* * * *
As appropriate, 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 provides any requested supplemental information. Detailed response letters greatly facilitate our review. Please file your response letter on EDGAR. Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Tracey Houser, Staff Accountant, at (202) 942- 1989, Nathan Cheney at (202) 942-1804 or me at (202) 942-2923 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Nili Shah
Accounting Branch Chief
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Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 0510
May 18, 2005
via U.S. mail and facsimile
Michael Jacobi
Chief Financial Officer
Ciba Specialty Chemicals Holding Inc.
Klybeckstrasse 141
4002 Basel
Switzerland
RE: Ciba Specialty Chemicals Holding Inc.
Form 20-F for the fiscal year ended December 31, 2004
Filed February 1, 2005
File No. 333-56040
Dear Mr. Jacobi:
We have reviewed your response letter dated May 13, 2005,
and
have the following additional comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable.
In
some of our comments, we may ask you to provide us with
supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Form 20-F for the year ended December 31, 2004
Item 5. Operating and Financial Review and Prospects
1. We note your response to prior comment 1. The statement in
Question 13 that free cash flows does not have a uniform
definition
is to denote that it is in fact a non-GAAP measure, meaning it
does
not have a uniform definition and registrants may not present the
measure in the exact same way. Question 13 does not allow
registrants to remove any item from cash flows from operating
activities or eliminate the requirement stated in Item
10(e)(1)(ii)(A) of Regulation S-K to not exclude charges or
liabilities that required, or will require, cash settlement from
non-
GAAP liquidity measures, other than EBIT or EBITDA. As such,
please
confirm to us that you will discontinue the exclusion of
restructuring payments or similar items from
free cash flows in future filings, as the resulting measure is
contrary to Item 10(e)(1)(ii)(A) of Regulation S-K.
2. We note your response to prior comment 4. While we understand
you
are going to discontinue presenting your adjusted EBITDA measure
with
your December 31, 2006 20-F and that you have communicated
earnings
targets to your employees and investment community based on your
adjusted EBITDA, you did not comment on the title of your adjusted
EBITDA measure. Question 14 clearly states that if the measures
are
calculated differently than the description of EBITDA, that
measure
should not be titled EBITDA. As such, we continue to request that
you re-title your measure to something other than EBITDA, such as
Adjusted EBITDA.
Item 15. Controls and Procedures
3. We note your response to prior comment 7; however, it is our
position that both statements in Rules 13a-15(e) and 15d-15(e)
encompass the entire definition of disclosure controls and
procedures. The second sentence is not explanatory, but rather
part
of the full definition. As such, please confirm to us, if true,
that
your disclosure controls and procedures were also effective to
ensure
that information required to be disclosed by you in the reports
you
file and/or submit under the Exchange Act is accumulated and
communicated to your management, including its principal executive
and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding
required disclosure as of December 31, 2004. Please also confirm
that you will comment on the full definition of disclosure
controls
and procedures` effectiveness in future filings, as previously
requested.
* * * *
As appropriate, 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
provides any requested supplemental information. Detailed
response
letters greatly facilitate our review. Please file your response
letter on EDGAR. Please understand that we may have additional
comments after reviewing your responses to our comments.
You may contact Tracey Houser, Staff Accountant, at (202)
942-
1989, Nathan Cheney at (202) 942-1804 or me at (202) 942-2923 if
you
have questions regarding comments on the financial statements and
related matters.
Sincerely,
Nili Shah
Accounting Branch Chief
??
??
??
??
Mr. Jacobi
Ciba Specialty Chemicals Holding Inc.
May 18, 2005
Page 1 of 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510
DIVISION OF
CORPORATION FINANCE
</TEXT>
</DOCUMENT>