Mail Stop 0306
May 19, 2005
Mr. Robert S. Gregg
Executive Vice President and Chief Financial Officer
FEI Company
5350 NE Dawson Creek Drive
Hillsboro, Oregon 97124-5793
RE: FEI Company
Form 10-K for the Fiscal Year Ended December 31, 2004
Form 8-K dated April 27, 2005
File No. 0-22780
Dear Mr.Gregg:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
document
in future filings 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 supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
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 filing.
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.
2004 Form 10-K
Financial Statements
Note 1. Summary of Significant Accounting Policies - Page 54
Marketable Securities - Page 56
1. We see you have significant investments in marketable
securities.
We also see you indicate that as of December 31, 2004, fixed
maturity
securities were reclassified as available-for-sale securities.
Given
that paragraph 15 of Statement 115 indicates that transfers from
the
held-to-maturity category should be rare, we believe that in
future
filings you should provide additional disclosures to explain the
reason that such a transfer was appropriate and compliant with
Statement 115.
FORM 8-K dated 4/27/2005
2. We note that you refer to the non-GAAP information in Form 8-K
as
"pro forma results". Pro forma has a distinct meaning in
accounting
literature (Article 11 of Regulation S-X) and is not appropriate
to
describe non-GAAP information. In future filings, please do not
use
this nomenclature when referring to non-GAAP information.
3. Disclosures about non-GAAP measures should fully conform to the
requirements of Item 10(e)(1)(i) to Regulation S-K and Question 8
to
the FAQ Regarding the Use of Non-GAAP Financial Measures dated
June
13, 2003. In future filings, please expand your disclosure to
present detailed and specific disclosure of the following for each
non-GAAP measure:
* The substantive reasons why management believes the non-GAAP
measure provides useful information to investors;
* The specific manner in which management uses the non-GAAP
measure
to conduct or evaluate its business;
* The economic substance behind management`s decision to use the
measure; and
* The material limitations associated with the use of the non-GAAP
measure as compared to the use of the most directly comparable
GAAP
measure, including the manner in which management compensates for
these limitations when using the non-GAAP measure.
Please note your future disclosures should not be generic or
cookie-
cutter.
* * * *
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 in the filings reviewed by the staff 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.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information. Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR. Please understand that we
may have additional comments after reviewing your responses to our
comments.
You may contact Dennis Hult, Staff Accountant, at (202) 551-
3618 or myself if you have questions regarding comments on the
financial statements and related matters. Please contact me at
(202)
551-3603 with any other questions. In this regard, do not
hesitate
to contact Angela J. Crane, Accounting Branch Chief, at (202) 551-
3554.
Sincerely,
Jay Webb
Reviewing Accountant
??
??
??
??
Robert S. Gregg
FEI Company
May 19, 2005
Page 3