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Mail Stop 6010
November 3, 2005
By U.S. Mail and Facsimile to (503) 268-8037
Mr. Jan Johannessen
Chief Financial Officer
Lattice Semiconductor Corporation
5555 NE Moore Court
Hillsboro, Oregon 97124-5421
Re: Lattice Semiconductor Corporation
Form 10-K for the fiscal year ended January 1, 2005
Form 8-K filed October 27, 2005
File No. 0-18032
Dear Johannessen,
We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise your 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 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 filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the fiscal year ended January 1, 2005
Consolidated Statements of Operations, page 38
1. We note that you have excluded the amortization of deferred
stock
compensation from research and development expenses. Please
revise
your presentation in future filings to include this amortization
within research and development expenses and any other applicable
line items. Also, expand your discussion of the research and
development expense in your MD&A to discuss the related stock
compensation charges. For reference see SAB Topic 14F.
Report of Independent Registered Public Accounting Firm, page 62
2. Please have your accountants revise their report in future
filings
to indicate the city and state of issuance. For reference see
Rule
2-02(a) of Regulation S-X.
Note 12. Long-term debt, page 55
3. Please tell us if the convertible subordinated notes had a
beneficial conversion feature as addressed in EITF 98-5. Also,
tell
us how you accounted for the interest related to the notes. Refer
to
EITF 85-17 in your response.
Note 17. Segment and Geographic Information, page 60
4. If revenues derived from any particular foreign country are
material, revise future filings to disclose the name of the
country
and the amount of revenue from the country. Refer to paragraph
38(a)
SFAS 131.
Form 8-K filed October 27, 2005
5. We note that you present your non-GAAP measures in the form of
non-GAAP statements of operations. That format may be confusing to
investors as it also reflects several non-GAAP measures, including
non-GAAP costs and expenses, loss from operations, and (loss)
income
before provisions for income taxes, which have not been described
to
investors. Please note that Instruction 2 to Item 2.02 of Form 8-K
requires that when furnishing information under this item you must
provide all the disclosures required by paragraph (e)(1)(i) of
Item
10 of Regulation S-K and Question 8 of the FAQ Regarding the Use
of
Non-GAAP Financial Measures dated June 13, 2003. Revise to
include a
reconciliation to the directly comparable GAAP measure for each
non-
GAAP measure presented and explain why you believe the measures
provide useful information to investors.
* To eliminate investor confusion please remove the non-GAAP
Statements of Operations and disclose only those non-GAAP measures
used by management with the appropriate reconciliations.
* Otherwise, confirm that you will revise your Forms 8-K in future
periods to provide all the disclosures required by Item
10(e)(1)(i)
of Regulation S-K for each non-GAAP measure presented in the
statement, and provide us with a sample of your proposed
disclosure.
We may have further comment.
`````
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 that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. 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 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 the filing;
* 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
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Mr. Jan Johannessen
Lattice Semiconductor Corporation
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