SEC Company Response from AKTIEBOLAGET ELECTROLUX (CIK 0000813810) — Jun 29, 2005
AKTIEBOLAGET ELECTROLUX (CIK 0000813810)
Date: June 29, 2005 · CIK: 0000813810 · Accession: 0000947871-05-001314
AI Filing Summary & Sentiment
Referenced dates: June 1, 2005
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<TYPE>CORRESP
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Electrolux
Mr. Larry Spirgel
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0303
Aktiebolaget Electrolux (publ)
Form 20-F for the fiscal year ended December 31, 2004 (File No. 0-15741)
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Dear Mr. Spirgel:
We refer to the Staff's comment letter dated June 1, 2005,
relating to the Form 20-F for the fiscal year ended December 31, 2004 (the "Form
20-F") of Aktiebolaget Electrolux (publ) ("Electrolux"). Set forth below in
detail are the responses to the Staff's comments, which have been provided in
each case following the text of the comment in the Staff's letter of June 1,
2005.
All references to page numbers in this letter refer to the
page numbers of the Form 20-F as filed with the Commission on April 8, 2005.
Form 20-F for the fiscal year ended December 31, 2004
Selected Financial Data, page 4
Operating and Financial Review and Prospects, Value Creation, page 30
1. Refer to "Value Creation" and footnote 2. Expand your disclosures to
discuss the following:
o the specific manner in which you use this non-GAAP measure to
conduct or evaluate the business;
o the economic substance behind your decision to use such a
measure;
o the material limitations associated with the use of this non-GAAP
measure as compared to the use of the most directly comparable
GAAP measure, operating income; and
o the manner in which you compensate for these limitations when
using this non-GAAP measure.
Response
For future filings, Electrolux will amend its disclosure relating to
"Value Creation" in the manner set forth in Annex A to this letter
(additional disclosure underlined).
<PAGE>
Page 2
Aggregate Contractual Obligations, page 47
2. Present the required interest payments in the table.
Response
Electrolux's interest-bearing liabilities relating to its long-term
debt are disclosed in Note 18 of its financial statements on pages F-28
and F-29 of the Form 20-F. As disclosed in footnote (1) to the
"Interest-bearing Liabilities" table on page F-29, Electrolux's
interest-bearing liabilities on its long-term debt have been swapped
from fixed to floating rates pursuant to certain interest-rate swap
agreements. Consequently, it is not possible to add details of
Electrolux's interest-bearing liabilities relating to its long-term
debt to the table entitled "Aggregate Contractual Obligations" under
Item 5.F of the Form 20-F. For future filings, however, Electrolux will
add a footnote to the table under Item 5.F cross-referencing Note 18 of
its financial statements in this regard.
The element of interest payable in respect of Electrolux's capital and
operating lease obligations is already included in the Swedish kronor
amounts presented in the table under Item 5.F. against the line items
"Capital Lease Obligations" and "Operating Leases", respectively.
Financial Statements
3. Refer to your asbestos litigations disclosure on page 9. Please tell us
why the details of any settlements, accruals and/or the range of
possible loss related to these litigations are not required to be
disclosed in the footnotes. Also tell us whether any settlements and/or
accruals considered insurance coverage. If so, tell us how you
accounted for the insurance coverage.
Response
Under Swedish GAAP, Electrolux is not required to disclose in the notes
to its financial statements details of any settlements, accruals and/or
the range of possible loss relating to the asbestos-related personal
injury claims in the United States, unless, in the case of settlements
or accruals, such amounts are material. Electrolux's settlements and
provisioning in respect of such claims are immaterial. Further, due to
the lack of predictability of either the number of future claims, the
number of plaintiffs that any future claims may represent and the
outcome of litigation in respect of any future claims made against
Electrolux, Electrolux cannot reasonably estimate a range of possible
loss relating to future asbestos-related lawsuits.
As of January 1, 2005, Electrolux has applied International Financial
Reporting Standards ("IFRS"). Electrolux's Form 20-F for the fiscal
year ended December 31, 2005 will contain financial statements in
conformity with IFRS. IFRS will require qualitative disclosure relating
to Electrolux's asbestos-related personal injury claims in the United
States to be contained in Note 25 (Contingent Liabilities) (or its 2005
equivalent).
As disclosed in its Form 20-F, Electrolux believes its predecessor
companies may have had insurance coverage applicable to some of the
asbestos-related personal
<PAGE>
Page 3
injury cases during some of the relevant years. As required by Swedish
GAAP, Electrolux does not take account of the insurance coverage when
provisioning for the asbestos-related claims.
Note 1 Basis of Preparation, page F-8
4. Refer to the last sentence in the first paragraph. Please tell us how
this accounting policy complies with Swedish GAAP.
Response
Electrolux hereby confirms that the "Electrolux Accounting Manual"
referenced in the last sentence of the first paragraph under "Note 1 -
Accounting and valuation principles - Basis of Preparation" is fully
compliant with Swedish GAAP. From January 1, 2005, the "Electrolux
Accounting Manual" is fully compliant with IFRS. For future filings,
Electrolux will add a sentence to the effect that such manual is fully
compliant with IFRS.
Note 3 Segment information, page F-17
5. Refer to your line item "Operating income". Revise the title here and
all applicable sections of the filing since it is confusingly similar
to operating income under Swedish GAAP.
Response
Swedish GAAP requires companies to disclose information in their
financial statements as to events and transactions with effects on
income that are of significance when income from the period is compared
with that of other periods. Electrolux reports these events and
transactions on the line-item "items affecting comparability" which
appears separately on the face of the income statement and in Note 7 to
its consolidated financial statements contained in the 20-F.
In several tables within, and sections of, its 2004 20-F, Electrolux
includes and/or discusses "operating income" excluding items affecting
comparability. For future filings, Electrolux will amend its disclosure
in the manner set forth in Annex B to this letter (additional
disclosure underlined) so as to clearly distinguish "operating income"
from "operating income excluding items affecting comparability", as
well as to specify what such "items affecting comparability" consist
of.
Note 7 Items affecting comparability (SEK million), page F-20
6. We note that you recorded a provision for loan guarantees in 2003.
Please provide us the details of this provision.
Response
Electrolux supplementally advises the Staff that the provision for loan
guarantees in 2003 relate to the fact that, in accordance with business
practice in the sector, Electrolux has historically provided guarantees
for certain loans in connection with the setting up of launderettes in
Germany that are equipped with professional laundry
<PAGE>
Page 4
equipment supplied by the Electrolux Group. In 2003, such German
launderettes have experienced financial difficulties due to weak
market conditions. As of December 31, 2003, Electrolux had fulfilled
the major part of its guarantee commitments. The provision of SEK293
million was taken in September 2003. Of this, SEK 64 million remained
unutilized at December 31, 2003. At December 31, 2004, SEK 29 million
of the provision remained unutilized.
Note 10 Taxes, page F-23
7. Please tell us the nature of the deferred taxes recognized in equity.
Also tell us how this was reflected in the equity reconciliation in
Note 30.
Response
Electrolux hereby supplementally advises the Staff that the "deferred
taxes recognized in equity" contained in the third table under Note 10
(Taxes) of its financial statements consists of the following:
<TABLE>
<CAPTION>
(SEK millions)
<S> <C>
Deferred tax on the adjustment for exchange differences on loans
designated as equity hedges................................... 51
Difference between average exchange rates and balance sheet date
rate for deferred taxes relating to items affecting
comparability................................................. (16)
Deferred tax on opening balance adjustment of a Swiss pension
plan.......................................................... (9)
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Total............................................................ 26
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</TABLE>
No adjustment was made for the deferred taxes recognized in equity in
the equity reconciliation in Note 30.
Note 30 Restructuring and other provisions, page F-49
8. Please provide us with a schedule reconciling this provision with your
provision under Swedish GAAP and tell us the nature of the US and
Swedish GAAP differences.
Response
According to the reconciliation table on page F-55 of the Form 20-F,
the total adjustment is SEK 178 million. Electrolux hereby
supplementally advises the Staff that it made the following adjustments
in accordance with U.S. GAAP with respect to its 2004 restructuring
projects, each as more fully described below:
<TABLE>
<CAPTION>
(SEK millions)
<S> <C>
Building exit costs/factory decommissioning ...................... 117
Lease contract terminations....................................... 31
Consultancy fees.................................................. 10
Other items....................................................... 20
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Total....................................................... 178
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</TABLE>
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Page 5
Building exist cost/factory decommissioning: Under IAS 37 (included in
the Swedish GAAP as from 2002), costs relating to idle facilities and
other similar costs which do not benefit future periods could be
provided for. Pursuant to FAS 146 and SOP 95-1, only costs associated
by environmental clean-up regulated by statutory requirements could be
provided for. Other costs relating to this topic are recorded as
incurred under US GAAP.
Lease contract terminations: Under IAS 37, lease and other contract
termination costs can be recorded to the extent that such costs result
from the restructuring and are not associated with ongoing activities
of Electrolux. FAS 146 states that costs to terminate a contract before
the end of its term should be recognized and measured at fair value
when the entity actually terminates the contract according to existing
lease provisions or through negotiation. Other contract termination
costs are recognized and measured at fair value when the entity ceases
using the rights conveyed by the contract.
Consultancy fees: Under FAS 146, consultancy fees should be recorded
when incurred. IAS 37 permits immediate recording.
Note 30 Comprehensive income, page F-55
9. Please refer to footnote 1. We are unable to locate the description in
Item 5. Please advise.
Response
Electrolux hereby supplementally advises the Staff that the footnoted
cross-reference to Item 5 more specifically should refer to the
sub-section of Item 5 entitled "Changes in Financial Reporting and
Accounting Policies - Swedish GAAP - Accounting Policies Adopted in
2004 - RR29: Employee Benefits". For future filings, Electrolux will
add this additional level of specificity to the cross-reference in
footnote 1 of this table.
* * * * *
Should the Staff have any questions or require any additional
information, please do not hesitate to contact me.
Very truly yours,
/s/Fredrik Rystedt
Fredrik Rystedt
Chief Financial Officer
cc: Dean Suehiro, Senior Staff Accountant
Michael Henderson, Staff Accountant
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Page 6
- United States Securities and Exchange Commission, Washington D.C
Carl-Henrik Lindgren
Mikael Ostman
- AB Electrolux, Stockholm, Sweden
Anders Lundin
Christine Rankin-Johansson
- PriceWaterhouseCoopers, Stockholm, Sweden
James Bartos
Peter Young
- Shearman & Sterling (London) LLP, London
<PAGE>
ANNEX A
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Value Creation
Value Creation is a performance measure focused on growth and
shareholder return in Swedish kroner terms. Value Creation is extensively used
by Electrolux for internal reporting purposes and as a management tool for
measuring and evaluating financial performance within the Group. Electrolux uses
Value Creation internally to measure and evaluate business areas, product lines
and regional performance.
As more fully described below, Value Creation for the Group is
calculated by assuming a cost of capital on net assets across the Group for a
particular year and then measuring the "value created" by comparing the Group's
operating income for the same year against the assumed cost of capital for that
year. A higher return (in operating income terms) than the assumed cost of
capital on net assets across the Group implies that the Group has created value
in Swedish kroner terms for its shareholders. A lower return would imply
inefficiency in utilization of the Group's asset base.
Because Value Creation is expressed in Swedish kroner rather than as a
percentage (like, for instance,