VIA FACSIMILE AND U.S. MAIL
June 22, 2005
Ian Cameron
Senior Vice President, Finance and Chief Financial Officer
Methanex Corporation
1800 Waterfront Centre, 200 Burrard Street
Vancouver, British Columbia, Canada V6C 3M1
RE: Form 40-F for Fiscal Year Ended December 31, 2004
Filed March 29, 2005
File No. 0-20115
Dear Mr. Cameron:
We have reviewed your filing and have the following
comments. If you disagree with a comment, 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 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.
FORM 40-F FOR FISCAL YEAR ENDED DECEMBER 31, 2004
General
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like. Some of our comments refer to
US
GAAP literature. If your accounting under Canadian GAAP differs
from
your accounting under US GAAP, please also show us the additional
disclosures that will be included in your US GAAP reconciliation
footnote. These revisions should be included in your future
filings.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity & Capital Resources
2. Your caption "cash flows from operating activities5" here and
in
the liquidity & capital resources section is confusingly similar
to a
GAAP measure. However, it specifically omits changes in non-cash
working capital and the utilization of prepaid natural gas, cash
flows related to interest and other income, interest expense,
income
taxes, asset restructuring charges and other unusual items.
Please
consider modifying your caption to eliminate this confusion,
rather
than using a footnote to the title.
Summary of Contractual Obligations and Commercial Commitments
3. Please revise your table of contractual cash obligations to
include estimated interest payments on your debt, planned funding
of
pension benefit obligations and estimated payments under your
interest rate swap contract and forward exchange contracts.
Because
the table is aimed at increasing transparency of cash flow, we
believe these payments should be included in the table. Please
also
disclose any assumptions you made to derive these amounts.
Supplemental Non-GAAP Measures
4. Your EBITDA is not computed as it is commonly defined. Please
consider using "adjusted EBITDA" or "EBITDA excluding unusual
items"
to reflect this departure from the most common definition of
EBITDA.
Financial Statements
Note 1 - Significant Accounting Policies
(m) - Revenue Recognition
5. You indicate that revenue is generally recognized as risk and
title to the product transfers to the customer, which usually
occurs
at the time shipment is made. Please tell us how you determine
that
title transfers at the time of shipment. Please disclose and
explain
situations where title does not transfer at the time of shipment.
Also, please disclose whether your products are shipped FOB
shipping
point or FOB destination, if applicable.
Exhibit 4
Reconciliation with Unites States Generally Accepted Accounting
Principles
6. Please reconcile between cash and cash equivalents under
Canadian
GAAP and US GAAP. Please then reconcile your operating, investing
and financing activities under Canadian GAAP to those that would
be
presented under US GAAP.
* * * *
Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response. Please
provide
us with a response letter that keys your responses to our comments
and provides any requested information. Detailed letters greatly
facilitate our review. Please file your response on EDGAR as a
correspondence file. 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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. 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 their 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.
If you have any questions regarding these comments, please
direct them to Ernest Greene, Staff Accountant, at (202) 551-3733
or,
in his absence, to the undersigned at (202) 551-3769.
Sincerely,
Rufus Decker
Accounting Branch
Chief
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Mr. Ian Cameron
June 22, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510
DIVISION OF
CORPORATION FINANCE