SEC Comment Letter for UBS AG (AMUB, BDCX, BDCZ, CEFD, HDLB, IFED, IWDL, IWFL, IWML, MLPB, MLPR, MTUL, MVRL, PFFL, QULL, SCDL) (CIK 0001114446) (AMUB) — Dec 10, 2009
UBS AG (AMUB, BDCX, BDCZ, CEFD, HDLB, IFED, IWDL, IWFL, IWML, MLPB, MLPR, MTUL, MVRL, PFFL, QULL, SCDL) (CIK 0001114446)
Date: Dec. 10, 2009 · CIK: 0001114446 · Accession: 0000000000-09-069743
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-15060
Referenced dates: October 23, 2009
Letter
Mail Stop 3010 December 2, 2009 Mr. John Cryan Group Chief Financial Officer UBS AG Bahnhofstrasse 45 CH-8001 Zurich, Switzerland
Re: UBS AG Form 20-F for the fiscal year ended December 31, 2008 Filed March 11, 2009 File No. 001-15060
Dear Mr. Cryan: We have reviewed your response letter dated October 23, 2009, and have the following additional comments. Please be as detailed as necessary in your explanations. In our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing th is information, we may or may not raise additional comments.
Please understand that the purpose of our re view 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. Form 20-F for the year ended December 31, 2008
Sale of assets to a third-party fund contro lled by the Swiss National Bank (SNB), page 1. We have reviewed your response to ou r prior comment 12, and note that you believe the assets sold to the fund ow ned and controlled by the Swiss National Bank met the criteria for derecogniti on in paragraphs AG42-AG44 of IAS 39, since the call option, put op tion and contingent share is sue are not directly linked to the underlying assets. We note, howev er, that the call option, put option and contingent share issue are di rectly linked to either the fund or the SNB’s loan to the fund which is secured by the assets of the fund and that the fund is a special purpose vehicle that was set up for the sole purpose of acquiring these assets from your company; it appears that although the form of the related agreements is not
Mr. John Cryan UBS AG December 2, 2009 Page 2 directly linked to the underlying assets, the substance of the agreements does link them to the assets. Please explain. Fu rthermore as stated in paragraph AG43 of IAS 39, “The critical question is what the transferee is ab le to do in practice, not what contractual rights the transferee has concerning what it can do with the transferred asset or what c ontractual prohibitions exist. ” Given the lack of an active market for the transferred as sets, please discuss further how you determined that the transferee would, in practice, be able to dispose of the transferred assets to a thir d party without attaching sim ilar options or ‘strings’ to the transfer. Also, you stat ed in your response that ot her peers of your company sold similar assets to specialized inve stment funds in 2008; please tell us the conditions of these sales, if known. Form 6-K filed November 3, 2009
Note 18 Goodwill Impairment, page 80
2. We note your disclosures regarding goodw ill in your Form 20-F for the year ended December 31, 2008 (on page 247 of your Annual Report and in Note 16) and your Quarterly Report 3Q09 (in Note 18) which is included in your Form 6-K filed November 3, 2009. If the recoverabl e amount of any cash-generating unit is not substantially in excess of its carrying value, please tell us (as of December 31, 2008 and September 30, 2009) and in future filings disclose the percentage by which the recoverable amount exceeded the carrying value as of the date of the most recent test. Please also consider expanding your disclosure of the key assumptions used in your valuation mode ls and provide us with your proposed disclosure.
* * * *
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter with your response that keys your responses to our comments and provides any requested information. Detailed cover le tters greatly facilitate our re view. Please understand that we may have additional comments after re viewing your responses to our comments. If you have any questions, you may contact Eric McPhee at (202) 551-3693 or me at (202) 551-3782.
Sincerely, Jessica Barberich
Assistant Chief Accountant
Show Raw Text
Mail Stop 3010
December 2, 2009
Mr. John Cryan Group Chief Financial Officer UBS AG Bahnhofstrasse 45 CH-8001 Zurich, Switzerland
Re: UBS AG
Form 20-F for the fiscal year ended December 31, 2008
Filed March 11, 2009
File No. 001-15060
Dear Mr. Cryan:
We have reviewed your response letter dated October 23, 2009, and have the
following additional comments. Please be as detailed as necessary in your explanations. In our comments, we may ask you to provide us with information so we may better
understand your disclosure. After reviewing th is information, we may or may not raise
additional comments.
Please understand that the purpose of our re view 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.
Form 20-F for the year ended December 31, 2008
Sale of assets to a third-party fund contro lled by the Swiss National Bank (SNB), page
358
1. We have reviewed your response to ou r prior comment 12, and note that you
believe the assets sold to the fund ow ned and controlled by the Swiss National
Bank met the criteria for derecogniti on in paragraphs AG42-AG44 of IAS 39,
since the call option, put op tion and contingent share is sue are not directly linked
to the underlying assets. We note, howev er, that the call option, put option and
contingent share issue are di rectly linked to either the fund or the SNB’s loan to
the fund which is secured by the assets of the fund and that the fund is a special
purpose vehicle that was set up for the sole purpose of acquiring these assets from
your company; it appears that although the form of the related agreements is not
Mr. John Cryan
UBS AG December 2, 2009 Page 2
directly linked to the underlying assets, the substance of the agreements does link
them to the assets. Please explain. Fu rthermore as stated in paragraph AG43 of
IAS 39, “The critical question is what the transferee is ab le to do in practice, not
what contractual rights the transferee has concerning what it can do with the
transferred asset or what c ontractual prohibitions exist. ” Given the lack of an
active market for the transferred as sets, please discuss further how you
determined that the transferee would, in practice, be able to dispose of the
transferred assets to a thir d party without attaching sim ilar options or ‘strings’ to
the transfer. Also, you stat ed in your response that ot her peers of your company
sold similar assets to specialized inve stment funds in 2008; please tell us the
conditions of these sales, if known.
Form 6-K filed November 3, 2009
Note 18 Goodwill Impairment, page 80
2. We note your disclosures regarding goodw ill in your Form 20-F for the year
ended December 31, 2008 (on page 247 of your Annual Report and in Note 16)
and your Quarterly Report 3Q09 (in Note 18) which is included in your Form 6-K
filed November 3, 2009. If the recoverabl e amount of any cash-generating unit is
not substantially in excess of its carrying value, please tell us (as of December 31,
2008 and September 30, 2009) and in future filings disclose the percentage by
which the recoverable amount exceeded the carrying value as of the date of the
most recent test. Please also consider expanding your disclosure of the key
assumptions used in your valuation mode ls and provide us with your proposed
disclosure.
* * * *
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Please furnish a cover letter with your
response that keys your responses to our comments and provides any requested
information. Detailed cover le tters greatly facilitate our re view. Please understand that
we may have additional comments after re viewing your responses to our comments.
If you have any questions, you may contact Eric McPhee at (202) 551-3693 or me
at (202) 551-3782.
Sincerely, Jessica Barberich
Assistant Chief Accountant