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SEC Comment Letter for METSO CORP (CIK 0001013626) — Jul 1, 2005

METSO CORP (CIK 0001013626)
Date: July 1, 2005 · CIK: 0001013626 · Accession: 0000000000-05-033770

AI Filing Summary & Sentiment

File numbers found in text: 001-14400

Date
June 30, 2005
Author
??
Form
UPLOAD
Company
METSO CORP (CIK 0001013626)

Letter

Mail Stop 6010 June 30, 2005 Mr. Olli Vaartimo Executive Vice President and Chief Financial Officer Metso Corporation P.O. Box 1220 FIN-00101 Helsinki, Finland

RE: Metso Corporation Form 20-F for the fiscal year ended December 31, 2004 File No. 001-14400

Dear Mr. Vaartimo,

We have reviewed your filings and have the following comments. We have limited our review to matters related to the issues raised in our comments. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.

Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

Form 20-F for the year ended December 31, 2004

Item 15 - Controls and Procedures, page 75

1. We note your statement that your chief executive officer and chief financial officer have concluded that your disclosure controls and procedures are effective "except as described below ..." Given the exceptions noted, it remains unclear whether your chief executive officer and chief financial officer have concluded that your disclosure controls and procedures are effective. Please revise your disclosure to state, in clear and unqualified language, the conclusions reached by your chief executive officer and your chief financial officer on the effectiveness of your disclosure controls and procedures. For example, if true, you can state that your disclosure controls and procedures are effective including consideration of the identified matters, so long as you provide appropriate disclosure explaining how the disclosure controls and procedures were determined to be effective in light of the identified matters. Or, if true, you can state that given the identified matters, your disclosure controls and procedures are not effective. You should not, however, state the conclusion in your current disclosure, which appears to state that your disclosure controls and procedures are effective except to the extent they are not effective.

2. Tell us and revise future filings to describe in more detail the nature of the pension liability error and how it was corrected. You refer to "certain weaknesses in [y]our controls..." instead of explaining the nature of the error and the specific actions you have taken to correct the error.

Note 30 - Differences between Generally Accepted Accounting Principles in Finland and the United States, page F-48

3. We note that your 2002 and 2003 financial statements presented in accordance with U.S. GAAP have been restated. Tell us and revise future filings to disclose the nature and effect of each of the accounting errors you discovered during 2004. You should also revise future filings to show investors how the errors impacted your original financial statements by providing a reconciliation of your net income as originally reported to your net income as restated for all periods.

q) Valuation allowances for deferred tax assets, page F-65

4. Tell us the specific factors that you considered in concluding that an additional valuation allowance of 91 million Euros was required at December 31, 2002. Describe to us how, and the intervals at which, you reviewed the valuation of your deferred tax assets pursuant to SFAS 109 and discuss any significant changes in your assumptions from period to period regarding the realization of your deferred tax assets.

As appropriate, please amend your December 31, 2004 Form 20-F and respond to these comments within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Please file your cover letter on EDGAR. Please understand that we may have additional comments after reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. 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 connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the disclosure in the filings; * 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 federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

You may contact Eric Atallah, Staff Accountant at (202) 551- or me at (202) 551-3554 regarding comments on the financial statements and related matters. In this regard, do not hesitate to contact Martin James, Senior Assistant Chief Accountant, at (202) 551-3671 with any other questions.

Sincerely,
Angela Crane
Branch Chief
??

Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

      June 30, 2005

Mr. Olli Vaartimo
Executive Vice President and Chief Financial Officer
Metso Corporation
P.O. Box 1220
FIN-00101
Helsinki, Finland

      RE: 	Metso Corporation
		Form 20-F for the fiscal year ended December 31, 2004
		File No. 001-14400

Dear Mr. Vaartimo,

      We have reviewed your filings and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 20-F for the year ended December 31, 2004

Item 15 - Controls and Procedures, page 75

1. We note your statement that your chief executive officer and
chief
financial officer have concluded that your disclosure controls and
procedures are effective "except as described below ..."  Given
the
exceptions noted, it remains unclear whether your chief executive
officer and chief financial officer have concluded that your
disclosure controls and procedures are effective.  Please revise
your
disclosure to state, in clear and unqualified language, the
conclusions reached by your chief executive officer and your chief
financial officer on the effectiveness of your disclosure controls
and procedures.  For example, if true, you can state that your
disclosure controls and procedures are effective including
consideration of the identified matters, so long as you provide
appropriate disclosure explaining how the disclosure controls and
procedures were determined to be effective in light of the
identified
matters.  Or, if true, you can state that given the identified
matters, your disclosure controls and procedures are not
effective.
You should not, however, state the conclusion in your current
disclosure, which appears to state that your disclosure controls
and
procedures are effective except to the extent they are not
effective.

2. Tell us and revise future filings to describe in more detail
the
nature of the pension liability error and how it was corrected.
You
refer to "certain weaknesses in [y]our controls..." instead of
explaining the nature of the error and the specific actions you
have
taken to correct the error.

Note 30 - Differences between Generally Accepted Accounting
Principles in Finland and the United States, page F-48

3. We note that your 2002 and 2003 financial statements presented
in
accordance with U.S. GAAP have been restated.  Tell us and revise
future filings to disclose the nature and effect of each of the
accounting errors you discovered during 2004.  You should also
revise
future filings to show investors how the errors impacted your
original financial statements by providing a reconciliation of
your
net income as originally reported to your net income as restated
for
all periods.

q) Valuation allowances for deferred tax assets, page F-65

4. Tell us the specific factors that you considered in concluding
that an additional valuation allowance of 91 million Euros was
required at December 31, 2002.   Describe to us how, and the
intervals at which, you reviewed the valuation of your deferred
tax
assets pursuant to SFAS 109 and discuss any significant changes in
your assumptions from period to period regarding the realization
of
your deferred tax assets.

	As appropriate, please amend your December 31, 2004 Form 20-F
and respond to these comments within 10 business days or tell us
when
you will provide us with a response. You may wish to provide us
with
marked copies of the amendment to expedite our review.  Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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 connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* 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
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

	You may contact Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3554 regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Martin James, Senior Assistant Chief Accountant, at (202)
551-3671 with any other questions.

      								  Sincerely,

								  Angela Crane
								  Branch Chief
??

??

??

??

Mr. Olli Vaartimo
Metso Corporation
June 30, 2005
Page 4

</TEXT>
</DOCUMENT>