SEC Comment Letter for Avery Dennison (AVY) — Apr 7, 2011
Avery Dennison Corp
Date: April 7, 2011 · CIK: 0000008818 · Accession: 0000000000-11-021753
AI Filing Summary & Sentiment
Letter
Apr il 7, 2011 Via E-mail
Dean A. Scarborough, Chief Executive Officer Avery Dennison Corporation 150 North Orange Grove Boulevard Pasadena, California 91103 RE: Avery Dennison Corporation Form 10-K for Fiscal Year Ended January 1, 2011 Filed February 28, 2011 File No. 1-7685 Dear Mr. Scarborough:
We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments.
Form 10-K for Fiscal Year Ended January 1, 2011
Management’s Discussion and Analysis
Analysis of Results of Operations Provision (Benefit from) Income Taxes, page 18
1. We note from your disclosure in Note 11 that your effective tax rate reflects a benefit from a local statutory write down of certain investments in Europe and the releases and accruals of certain tax reserves . Please provide us with and confirm in future Exchange Act filings you will revise to include a deta iled discussion of each of these items and a discussion of whether you expect them to continue to impact your income tax accounts.
2. In connection with the comment above, please provide us with and confirm in future Exchange Act filings you will revise to provide a detailed discussion of the discrete tax
Dean A. Scarborough Avery Dennison Corporation April 7, 2011 Page 2
planning event that is expected to lower cash tax payments over the coming years that was referred to in your 2010 4 th quarter earnings call. Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 8 – Contingencies
Environmental Matters, page 52
3. We note you have accrued environmental remedi ation liabilities for certain sites where it is probable that a loss will be incurred and th e cost can be reasonably estimated. Please tell us, and confirm in future filings you w ill disclose, the amount or range of reasonably possible environmental remediation losses to which you are exposed. If such range cannot be estimated or is not material to the financial statements, stat e so. Refer to FASB ASC 450-20-50-3. Part IV
Item 15. Exhibits
4. We note that exhibits 10.18.2, 10.31.2, 10.35, and 10.36 to the Form 10-K do not have some or all of the schedules, attachments, or exhibits as listed in the exhibit itself. We also note that you have not filed all of the sc hedules, annexes, and/or exhibits to Exhibit 10.1 to the Form 10-Q filed on August 7, 2008. In your next periodic report, please file these exhibits in their entirety as requir ed by Item 601(b)(10) of Regulation S-K or advise. Closing Comments
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. 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 responding to our comments, please provi de a written statement from the company acknowledging that: • the company is responsible for the adequacy an d accuracy of the disclo sure 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
Dean A. Scarborough Avery Dennison Corporation April 7, 2011 Page 3
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
You may contact Blaise Rhode s, staff accountant at (202) 551-3774 or Brian Bhandari, accounting reviewer at (202) 551-3390 if you ha ve questions regarding comments on the financial statements and related matters. Plea se contact Janice McGuirk, examiner at (202) 551- 3395 or Pam Howell, legal reviewer at (202) 551-3357 with any other questions.
Sincerely,
/s/ Pamela Howell for John Reynolds
Assistant Director
Show Raw Text
Apr il 7, 2011
Via E-mail
Dean A. Scarborough, Chief Executive Officer Avery Dennison Corporation 150 North Orange Grove Boulevard Pasadena, California 91103 RE: Avery Dennison Corporation
Form 10-K for Fiscal Year Ended January 1, 2011
Filed February 28, 2011 File No. 1-7685
Dear Mr. Scarborough:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response. If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
Form 10-K for Fiscal Year Ended January 1, 2011
Management’s Discussion and Analysis
Analysis of Results of Operations
Provision (Benefit from) Income Taxes, page 18
1. We note from your disclosure in Note 11 that your effective tax rate reflects a benefit
from a local statutory write down of certain investments in Europe and the releases and
accruals of certain tax reserves . Please provide us with and confirm in future Exchange
Act filings you will revise to include a deta iled discussion of each of these items and a
discussion of whether you expect them to continue to impact your income tax accounts.
2. In connection with the comment above, please provide us with and confirm in future
Exchange Act filings you will revise to provide a detailed discussion of the discrete tax
Dean A. Scarborough
Avery Dennison Corporation April 7, 2011 Page 2
planning event that is expected to lower cash tax payments over the coming years that
was referred to in your 2010 4
th quarter earnings call.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 8 – Contingencies
Environmental Matters, page 52
3. We note you have accrued environmental remedi ation liabilities for certain sites where it
is probable that a loss will be incurred and th e cost can be reasonably estimated. Please
tell us, and confirm in future filings you w ill disclose, the amount or range of reasonably
possible environmental remediation losses to which you are exposed. If such range
cannot be estimated or is not material to the financial statements, stat e so. Refer to FASB
ASC 450-20-50-3.
Part IV
Item 15. Exhibits
4. We note that exhibits 10.18.2, 10.31.2, 10.35, and 10.36 to the Form 10-K do not have
some or all of the schedules, attachments, or exhibits as listed in the exhibit itself. We
also note that you have not filed all of the sc hedules, annexes, and/or exhibits to Exhibit
10.1 to the Form 10-Q filed on August 7, 2008. In your next periodic report, please file
these exhibits in their entirety as requir ed by Item 601(b)(10) of Regulation S-K or
advise.
Closing Comments
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. 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 responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure 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
Dean A. Scarborough
Avery Dennison Corporation April 7, 2011 Page 3
• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.
You may contact Blaise Rhode s, staff accountant at (202) 551-3774 or Brian Bhandari,
accounting reviewer at (202) 551-3390 if you ha ve questions regarding comments on the
financial statements and related matters. Plea se contact Janice McGuirk, examiner at (202) 551-
3395 or Pam Howell, legal reviewer at (202) 551-3357 with any other questions.
Sincerely,
/s/ Pamela Howell for John Reynolds
Assistant Director