SEC Comment Letter for Avery Dennison (AVY) — Aug 22, 2011
Avery Dennison Corp
Date: Aug. 22, 2011 · CIK: 0000008818 · Accession: 0000000000-11-050571
AI Filing Summary & Sentiment
File numbers found in text: 001-7685
Letter
August 22, 201 1 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; DEF 14A for Annual Meeting on April 28, 2011 Filed March 17, 2011 File No. 001-7685 Dear Mr. Scarborough:
We have reviewed your June 29, 2011 respons e to our letter date d June 29, 2011. We 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 may have a dditional comments. General
1. Please update us on your direct and indirect c ontacts with Iran and Syria since your letter to us of March 23, 2007, including informati on about your voluntary disclosure to the Office of Export Administration of the Depa rtment of Commerce. We note that your website refers questions on produc ts or services within seve ral countries including Syria to an Avery Dennison office in Dubai.
Your response should describe your past, current, and any an ticipated contacts with Iran and/or Syria since your 2007 letter, including any pr oducts, services, technology, information or support you have provided into those countries, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of Iran and Syria or entities controlled by them.
Dean A. Scarborough Avery Dennison Corporation August 22, 2011 Page 2
2. Please discuss the materiality of your contacts with Iran or Syria as described in response to the foregoing comment and whether those co ntacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factor s that a reasonable in vestor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and sh are value. Various state and municipal governments, universities, and other investor s have proposed or a dopted divestment or similar initiatives regarding investment in companies that do business with U.S.- designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations asso ciated with Iran and Syria.
DEF 14A for Annual Meeting on April 28, 2011
3. We reissue comment one of our letter da ted June 16, 2011. We note that you benchmark total direct compensation based upon compan ies similar in size, global scope and complexity and that you utilize market survey data. To the extent you know the identity of the companies that comprise the survey data, please confirm that you will disclose the companies in future filings. To the extent you do not know the identity of the companies that comprise the survey data, please confirm that you will add a statement to this effect in future filings. Your revised disclosure simply indicates that you did not consider individual company information, not whether the board was aware of the companies that comprised the surveys. Please pr ovide us with draft disclosure.
Closing Comments
Please contact Erin Wilson, examiner at (202 ) 551-6047 or Pam Howell, legal reviewer at (202) 551-3357 with any questions. Sincerely, /s/ Pamela Howell for John Reynolds Assistant Director
Show Raw Text
August 22, 201 1
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; DEF 14A for Annual Meeting on April 28, 2011 Filed March 17, 2011 File No. 001-7685
Dear Mr. Scarborough:
We have reviewed your June 29, 2011 respons e to our letter date d June 29, 2011. We
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 may have a dditional comments.
General
1. Please update us on your direct and indirect c ontacts with Iran and Syria since your letter
to us of March 23, 2007, including informati on about your voluntary disclosure to the
Office of Export Administration of the Depa rtment of Commerce. We note that your
website refers questions on produc ts or services within seve ral countries including Syria
to an Avery Dennison office in Dubai.
Your response should describe your past, current, and any an ticipated contacts with Iran
and/or Syria since your 2007 letter, including any pr oducts, services, technology,
information or support you have provided into those countries, directly or indirectly, and
any agreements, commercial arrangements, or other contacts you have had with the
governments of Iran and Syria or entities controlled by them.
Dean A. Scarborough Avery Dennison Corporation August 22, 2011 Page 2
2. Please discuss the materiality of your contacts with Iran or Syria as described in response
to the foregoing comment and whether those co ntacts constitute a material investment
risk for your security holders. You should address materiality in quantitative terms,
including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period. Also, address
materiality in terms of qualitative factor s that a reasonable in vestor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and sh are value. Various state and municipal
governments, universities, and other investor s have proposed or a dopted divestment or
similar initiatives regarding investment in companies that do business with U.S.-
designated state sponsors of terrorism. Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations asso ciated with Iran and Syria.
DEF 14A for Annual Meeting on April 28, 2011
3. We reissue comment one of our letter da ted June 16, 2011. We note that you benchmark
total direct compensation based upon compan ies similar in size, global scope and
complexity and that you utilize market survey data. To the extent you know the identity
of the companies that comprise the survey data, please confirm that you will disclose the
companies in future filings. To the extent you do not know the identity of the companies
that comprise the survey data, please confirm that you will add a statement to this effect
in future filings. Your revised disclosure simply indicates that you did not consider
individual company information, not whether the board was aware of the companies that
comprised the surveys. Please pr ovide us with draft disclosure.
Closing Comments
Please contact Erin Wilson, examiner at (202 ) 551-6047 or Pam Howell, legal reviewer at
(202) 551-3357 with any questions.
Sincerely,
/s/ Pamela Howell for John Reynolds
Assistant Director