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Via EDGAR Filing and U.S. Mail
November 22, 2005
Rufus G. Decker III
Accounting Branch Chief
United States Securities and Exchange Commission ("SEC")
100 F Street, N.E.
Washington, D.C. 20549-7010
Re: Novelis Inc. Supplemental Response Letter
File No. 1-32312
Dear Mr. Decker,
I write in response to your letter dated November 15, 2005, in which you
requested certain supplemental information in connection with the Form 8-K that
Novelis Inc. ("Novelis") filed pursuant to Item 4.02 of Form 8-K on November 14,
2005 (the "8-K"). Specifically, you asked when Novelis intends to file its
restated financial statements for the first and second quarter of 2005.
As noted in the 8-K and the exhibits thereto, (a) Novelis's Audit Committee
has engaged independent outside advisers to assist the company in conducting a
full review of matters relating to reserves and contingencies as well as
adjustments made to arrive at the company's opening balance sheet as of January
6, 2005 and (b) a majority of Novelis's lenders under its Credit Agreement dated
as of January 7, 2005 have consented to the delivery of the required financial
statements under such Credit Agreement on or before February 13, 2006. While
Novelis will not file its restated financial statements for the first and second
quarters or its third quarter financial statements until the independent review
is completed, the company currently expects to file the restated and third
quarter financial statements before February 13, 2006. However, Novelis is not
in a position at this time to definitively state when those financial statements
will be filed.
Novelis is aware that when filing the restated quarterly reports on Form
10-Q/A for the first and second quarter of 2005 it must:
fully comply with APB 20, paragraphs 36 and 37;
fully update all affected portions of the previously filed Forms
10-Q, including MD&A;
update Part I, Item 4 of Form 10-Q disclosures on its disclosure
controls and procedures to include:
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o a discussion of the restatement and the facts and
circumstances surrounding it,
o how the restatement impacted the CEO and CFO's original
conclusions regarding the effectiveness of their
disclosure controls and procedures,
o anticipated changes to disclosure controls and
procedures and/or internal controls over financial
reporting to prevent future misstatements of a similar
nature, such disclosure to be prepared by reference to
Items 307 and 308(c) of Regulation S-K (noting that
Novelis is not yet required to provide its annual
report on internal control over financial reporting as
it not yet an accelerated filer; the company will first
be required to file such report in its Form 10-K for
the year ending December 31, 2006); and
update its Section 302 and 906 certifications.
Novelis also hereby acknowledges that:
the company is responsible for the adequacy and accuracy of the
disclosure in its filings;
SEC staff comments or changes to disclosure in response to staff
comments do not foreclose the SEC 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 SEC or any person under the federal
securities laws of the United States.
Should you have any further questions, please contact our General Counsel,
Les Parrette at 404-814-4282.
Regards,
/s/ Brian W. Sturgell
Brian W. Sturgell
Chief Executive Officer
cc: Ms. Meagan Caldwell
Mr. Leslie J. Parrette, Jr.