SEC Comment Letter for SMITH A O CORP (AOS) (CIK 0000091142) (AOS) — Jun 9, 2011
SMITH A O CORP (AOS) (CIK 0000091142)
Date: June 9, 2011 · CIK: 0000091142 · Accession: 0000000000-11-035716
AI Filing Summary & Sentiment
Reasoning
Letter
June 9, 2011 Paul W. Jones Chief Executive Officer A. O. Smith Corporation 11270 West Park Place Milwaukee, Wisconsin 53224-9508 Re: A. O. Smith Corporation Form 10-K for the year ended December 31, 2010 Filed February 24, 2011 File No. 1-475
Dear Mr. Jones: 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 te n business days by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments, we may have additional comments. Form 10-K for Year Ended December 31, 2010
Liquidity and Capital Resources, page 17
1. We note from your disclosures that your increas e in working capital is partly attributable to higher cash levels outside of the Unite d States. Additionally we note from your disclosures on page 51 that you have not r ecorded U.S. deferred income taxes on $408.8 million on your foreign subsidiaries’ undistri buted earnings. It appears as though a portion of your cash balances will not be av ailable for use in the U.S. unless they are repatriated into the U.S. To the extent a significant portion of your cash and cash equivalent balances will not be available in the U.S., please revise future filings to quantify the amount of cash and cash equivalent s that are currently held by your foreign subsidiaries. Refer to Item 303(a)(1) of Re gulation S-K and Section IV of SEC Release 33-8350.
Paul W. Jones AO Smith Corporation June 9, 2011 Page 2
Aggregate Contractual Obligations, page 19
2. Please revise future filings to disclose your payments under pension and post-retirement plans in your tabular disclosures. If the amounts and future timing are indeterminable, please include an explanatory footnote. Re fer to Item 303(A)(5) of Regulation S-K.
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
• 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 Eric Atallah, Staff Accountan t at (202) 551-3663 or Lynn Dicker, Senior Reviewing Accountant at (202) 551-3616 if you have questions regarding comments on the financial statements and related matters. In th is regard, do not hesitate to or me at (202) 551- 3643 with any questions. Sincerely,
Kevin L. Vaughn Accounting Branch Chief
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June 9, 2011 Paul W. Jones Chief Executive Officer A. O. Smith Corporation 11270 West Park Place Milwaukee, Wisconsin 53224-9508 Re: A. O. Smith Corporation Form 10-K for the year ended December 31, 2010 Filed February 24, 2011 File No. 1-475 Dear Mr. Jones: 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 te n business days by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments, we may have additional comments. Form 10-K for Year Ended December 31, 2010 Liquidity and Capital Resources, page 17 1. We note from your disclosures that your increas e in working capital is partly attributable to higher cash levels outside of the Unite d States. Additionally we note from your disclosures on page 51 that you have not r ecorded U.S. deferred income taxes on $408.8 million on your foreign subsidiaries’ undistri buted earnings. It appears as though a portion of your cash balances will not be av ailable for use in the U.S. unless they are repatriated into the U.S. To the extent a significant portion of your cash and cash equivalent balances will not be available in the U.S., please revise future filings to quantify the amount of cash and cash equivalent s that are currently held by your foreign subsidiaries. Refer to Item 303(a)(1) of Re gulation S-K and Section IV of SEC Release 33-8350. Paul W. Jones AO Smith Corporation June 9, 2011 Page 2 Aggregate Contractual Obligations, page 19 2. Please revise future filings to disclose your payments under pension and post-retirement plans in your tabular disclosures. If the amounts and future timing are indeterminable, please include an explanatory footnote. Re fer to Item 303(A)(5) of Regulation S-K. 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 • 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 Eric Atallah, Staff Accountan t at (202) 551-3663 or Lynn Dicker, Senior Reviewing Accountant at (202) 551-3616 if you have questions regarding comments on the financial statements and related matters. In th is regard, do not hesitate to or me at (202) 551- 3643 with any questions. Sincerely, Kevin L. Vaughn Accounting Branch Chief