| Siemens AG, Wittelsbacherplatz 2, 80333 Muenchen | ||
| Ms. Kate Tillan | ||
| Assistant Chief Accountant | ||
| Division of Corporation Finance | ||
| US Securities and Exchange Commission | ||
| 450 Fifth Street, N.W., Mail Stop 3030 | June 29, 2010 | |
| Washington, D.C. 20549-5546, USA | ||
| United States of America |
| Re: | Siemens Aktiengesellschaft Annual Report on Form 20-F for the Year Ended September 30, 2009, Filed December 4, 2009 File No. 001-15174 and related filings |
Dear Ms. Tillan,
We are writing in response to your letter dated June 15, 2010 to Dr. Patzak and Mr. Wittig setting out 3 follow up comments on the above-mentioned filings. For ease of reference, we have repeated the Staff’s comments in italicized text prior to our responses.
Form 20-F for the Fiscal Year Ended September 30, 2009
Exhibit 8.1
Comment
| 1. | In response to prior comment 7 you refer to using the statutory accounts to determine materiality. Please tell us whether the statutory accounts are based upon IFRS as issued by the International Accounting Standards Board. If not, please revise the materiality analysis so that it is based on IFRS, or tell us why the analysis based upon the statutory accounts is relevant. |
Response to Comment
As discussed in our response letter dated May 18, 2010, our materiality analysis of non consolidated subsidiaries was primarily calculated using the statutory account balances. Based on a qualitative review of that analysis (including consideration of the differences to International Financial Reporting Standards (“IFRS”), the relative sizes of non consolidated subsidiaries and the nature of activity, if any, in the non consolidated subsidiaries), a calculation under IFRS as issued by the International Accounting Standards Board (“IASB”) would not yield materially different results. Accordingly, we have concluded that the non consolidated subsidiaries are not material to the consolidated financial statements of Siemens AG on the basis of IFRS as issued by the IASB.
Siemens AG | Wittelsbacherplatz 2 | Tel.: +49 (89) 636 00 | ||
| 80333 Muenchen | Fax: +49 (89) 636 34242 | |||
| Germany |
Siemens Aktiengesellschaft: Chairman of the Supervisory Board: Gerhard Cromme;
Managing Board: Peter Loescher, Chairman, President and Chief Executive Officer; Wolfgang Dehen, Heinrich Hiesinger,
Joe Kaeser, Barbara Kux, Hermann Requardt, Siegfried Russwurm, Peter Y. Solmssen
Registered offices: Berlin and Munich, Germany; Commercial registries: Berlin Charlottenburg, HRB 12300, Munich, HRB 6684
WEEE-Reg.-No. DE 23691322
Managing Board: Peter Loescher, Chairman, President and Chief Executive Officer; Wolfgang Dehen, Heinrich Hiesinger,
Joe Kaeser, Barbara Kux, Hermann Requardt, Siegfried Russwurm, Peter Y. Solmssen
Registered offices: Berlin and Munich, Germany; Commercial registries: Berlin Charlottenburg, HRB 12300, Munich, HRB 6684
WEEE-Reg.-No. DE 23691322
| Letter to Ms. Kate Tillan Assistant Chief Accountant | |
| Securities and Exchange Commission |
Comment
| 2. | We note your response to prior comment 8. Please tell us where you include the fair value of the plan assets/related defined benefit obligation for these pension relief funds within your financial statements located in Item 17. |
Response to Comment
The assets held by Atecs Mannesmann Unterstützungskasse GmbH and Unterstützungskasse der VDO Mess- und Regeltechnik GmbH are presented together with the related defined benefit obligation for the two “Unterstützungskassen” (pension relief funds) in the line item “Pension plans and similar commitments” on our consolidated balance sheet.
Amendment 1 to Form 20-F for the Fiscal Year Ended September 30, 2009
Exhibits 12.1 and 12.2
Comment
| 3. | We note that your certifications are not in the exact form prescribed by Instruction 12 to the Exhibits ofForm 20-F, since they do not include paragraphs 4 and 5. Please amend your filings to include revised certifications that include paragraphs 4 and 5, and conform to the exact wording required by Instruction 12 to the Exhibits of Form 20-F. |
Response to Comment
Following discussions with the SEC Staff, we understand that the Staff no longer objects to our exclusion of paragraphs 4 and 5 from the 302 certifications.
* * *
We trust that our responses adequately address the Staff’s comments. If the Staff has any questions concerning this letter or requires further assistance, please do not hesitate to contact us.
In accordance with your request, Siemens Aktiengesellschaft acknowledges that:
| • | The company is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission; | ||
| • | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; 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. |
| Dated: June 29, 2010 | Very truly yours, Siemens Aktiengesellschaft | |||
| /s/ Dr. Klaus Patzak | ||||
| Name: | Dr. Klaus Patzak | |||
| Title: | Corporate Vice President and Controller | |||
| /s/ Solms U. Wittig | ||||
| Name: | Solms U. Wittig | |||
| Title: | General Counsel Corporate & Finance | |||
| Letter to Ms. Kate Tillan Assistant Chief Accountant | |
| Securities and Exchange Commission |
| cc: | Ms. Tara L. Harkins | |
| Staff Accountant | ||
| Division of Corporation Finance | ||
| Securities and Exchange Commission | ||
| Mr. Kevin Vaughn | ||
| Accounting Branch Chief | ||
| Division of Corporation Finance | ||
| Securities and Exchange Commission | ||
| Mr. Joe Kaeser | ||
| Executive Vice President and Chief Financial Officer | ||
| Siemens Aktiengesellschaft | ||
| Mr. Peter Y. Solmssen | ||
| Executive Vice President and General Counsel | ||
| Siemens Aktiengesellschaft | ||
| Mr. Krystian Czerniecki, Esq. | ||
| Sullivan & Cromwell, LLP | ||
| Mr. Rudolf Kraemmer | ||
| Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft |