[FOUR SEASONS HOTELS INC LETTERHEAD]
November 3, 2006
VIA EDGAR AND EMAIL
Ms. Cicely LaMothe
Accounting Branch Chief
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-4561
RE: FOUR SEASONS HOTELS INC.
FORM 40-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
FORM 6-K FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006
FORM 6-K FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006
FILE NO. 5-52609
Dear Ms. LaMothe:
Four Seasons Hotels Inc. (the "Company") hereby responds to the
comments of the Staff (the "Staff") of the Securities and Exchange Commission
(the "Commission") with respect to the Company's Form 40-F for the Fiscal Year
Ended December 31, 2005, the Company's Form 6-K for the Quarterly Period Ended
March 31, 2006, and the Company's Form 6-K for the Quarterly Period Ended June
30, 2006 given by letter dated October 11, 2006. Each response follows the text
of the comment to which it relates.
FORM 40-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
EXHIBIT 99.2
MANAGEMENT OPERATIONS EARNINGS, PAGE 18
1. PLEASE TELL US HOW YOU COMPLIED WITH ALL OF THE DISCLOSURE REQUIREMENTS
OF ITEM 10(E) OF REGULATION S-K REGARDING THE USE OF YOUR NON-GAAP
MEASURES.
In response to the Staff's comment, the Company notes that Staff
Commission Release No. 33-8176, Final Rule: Conditions For Use of Non-GAAP
Financial Measures, Section II(B)(1)(b) states that "filers on Form 40-F under
the Multi-Jurisdictional
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Disclosure System are not subject to [the requirements of Item 10 of Regulation
S-K]." In addition, the Company advises the Staff of its understanding that, in
accordance with the guidance provided by the Staff in its Frequently Asked
Questions Regarding the Use of Non-GAAP Financial Measures, published on June
13, 2003 (Response number 32), information included in a Form 40-F is not
subject to Item 10(e) of Regulation S-K.
EXHIBIT 99.5
NOTE (D) - CONVERTIBLE NOTES, PAGE 6
2. PLEASE EXPLAIN TO US HOW YOU CONSIDERED THE GUIDANCE IN SFAS 133 AND
EITF 00-19 IN DETERMINING THE ACCOUNTING FOR THE CONVERSION FEATURES IN
YOUR CONVERTIBLE NOTES ISSUED IN 2004 UNDER US GAAP.
The Company refers the Staff to the Memorandum provided supplementally
to the Staff.
NOTE (F) - INVESTMENT IN MANAGEMENT CONTRACTS AND INVESTMENT IN TRADEMARKS AND
TRADE NAMES, PAGE 9
3. PLEASE TELL US HOW THIS ADJUSTMENT IS REFLECTED IN YOUR RECONCILIATION
ON PAGES 1 AND 2
Note (F) to the Reconciliation to United States Generally Accepted
Accounting Principles has Been Provided Only for the Purpose of Disclosing
Amortization Expense Calculated in Accordance With Canadian Generally Accepted
Accounting Principles (Gaap). Note (F) is Not Intended to Set Out Any
Differences Between Canadian Gaap and Us Gaap Which Would Give Rise to an
Adjustment in Net Earnings, Cash Flows or Shareholders' Equity. Note (F)
Provides the Disclosure Required by Statement of Financial Accounting Standards
No. 142, Paragraph 45. Such Disclosure is Not Required Under Canadian Gaap.
On the other hand, Note (e) to the Reconciliation to United States
Generally Accepted Accounting Principles, Deferred Charges represents a
difference between amortization expense under Canadian GAAP and under US GAAP.
This difference is reflected on the schedule which reconciles net earnings from
a Canadian GAAP basis to a US GAAP basis.
EXHIBIT 99.8
CERTIFICATION PURSUANT TO SECTION 302 OF THE U.S. SARBANES-OXLEY ACT OF 2002
4. WE NOTE THAT THE IDENTIFICATION OF THE CERTIFYING INDIVIDUAL AT THE
BEGINNING OF THE CERTIFICATION REQUIRED BY EXCHANGE ACT RULE 13A-14(A)
ALSO INCLUDES THE
Page 3
TITLE OF THE CERTIFYING INDIVIDUAL. IN FUTURE FILINGS, THE
IDENTIFICATION OF THE CERTIFYING INDIVIDUAL AT THE BEGINNING OF THE
CERTIFICATION SHOULD BE REVISED SO AS NOT TO INCLUDE THE INDIVIDUAL'S
TITLE.
The Company notes the Staff's comment and, in its future filings with
the Commission, the Company will revise the identification of the certifying
individual at the beginning of the certification so as not to include the
individual's title.
The Company acknowledges that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the filings;
o Staff comments or changes to disclosure in response to Staff
comments do not foreclose the Commission from taking any action
with respect to the filings; and
o 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.
* * * * * *
Should any members of the staff have any questions regarding the
foregoing, please feel free to contact the undersigned or our counsel David A.
Katz or Joshua R. Cammaker of Wachtell, Lipton, Rosen & Katz at (212) 403-1000.
Sincerely,
/s/ John Davison
-----------------
John Davison
cc: Barbara Henderson
Senior Vice President, Corporate Finance, Four Seasons Hotels Inc.
Jonathan Lampe
Goodmans LLP
David A. Katz
Wachtell, Lipton, Rosen & Katz
Joshua R. Cammaker
Wachtell, Lipton, Rosen & Katz