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Aavid Thermal Technologies, Inc

October 4, 2005

VIA EDGAR

Mr. Gary Todd

Division of Corporate Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Form 10-K for the fiscal year ended December 31, 2004

    Forms 10-Q for the periods ended March 31, 2005 and June 30, 2005

    File No. 033-99232

Dear Mr. Todd:

We have reviewed your questions and comments and have addressed them as they apply to the Form 10-K
for the fiscal year ended December 31, 2004. We have also considered how they apply to the Forms
10-Q for the quarters ended March 31, 2005 and June 30, 2005 and will apply all changes, as
applicable, addressed to the Form 10-K for the fiscal year ended December 31, 2004 and Forms 10-Q
for the quarters ended March 31, 2005 and June 30, 2005. Additionally, we will apply these
changes, as applicable, to all future Form 10-K and Form 10-Q filings.

In connection with our response to your comments, we acknowledge the following:

    •

    we are responsible for the adequacy and accuracy of the disclosures in the filing;

    •

    staff comments or changes to disclosures 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.

For the Commission’s convenience, the numbering of the responses below corresponds to the numbering
of the comments in the Commission’s letter.

Sincerely,

/s/ Brian
A.
Byrne

Brian A. Byrne

Chief Financial Officer

1

Form 10-K for the year ended December 31, 2004

Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 26

    1.

    We see on page 28 that you attribute foreign exchange gains to the impact of changes
in exchange rates on certain long-term inter-company notes. With respect to these notes,
tell us how your accounting considers the guidance from paragraph 20 of SFAS 52.

RESPONSE:

The guidance provided by paragraph 20 of SFAS 52 is as follows:

Transaction Gains and Losses to Be Excluded from Determination of Net Income

20. Gains and losses on the following foreign currency transactions shall not be included in
determining net income but shall be reported in the same manner as translation adjustments
(paragraph 13):

a. Foreign currency transactions that are designated as, and are effective as, economic
hedges of a net investment in a foreign entity, commencing as of the designation date

b. Intercompany foreign currency transactions that are of a long-term-investment nature
(that is, settlement is not planned or anticipated in the foreseeable future), when the
entities to the transaction are consolidated, combined, or accounted for by the equity
method in the reporting enterprise’s financial statements

During fiscal years 2003 and 2004, the Company had five material intercompany notes between U.S.
and foreign subsidiaries which are located in the UK, Italy and Canada.

One of these intercompany notes between a U.S. subsidiary and an Italian subsidiary is treated as
being of a long-term investment nature as settlement on this note is not planned or anticipated in
the foreseeable future. Therefore, in accordance with SFAS 52, the Company does not record foreign
currency gains or losses in the Company’s statements of operations related to this note.

2

The remaining four intercompany notes between U.S. and foreign subsidiaries are not treated as
being of a long-term investment nature. The reason for such treatment is as follows:

    •

    The majority of these notes accrue interest, which is periodically repaid

    •

    The majority of these notes have had principal payments made on them since origination

    •

    It is anticipated the interest and/or principal payments will continue on these notes
into the foreseeable future

As a result, foreign exchange gains or losses on these intercompany notes are recognized in the
Company’s statements of operations.

Results of Operations, page 26

    2.

    We refer to the disclosure of EBITDA as defined in your credit agreement. Please
revise future filings to more fully comply with the disclosure guidance from Question 10
to the “Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures.” In
that regard, you should expand to describe (1) the materiality of the credit agreement and
the covenant, (2) the amount or limit required for compliance with the covenant; and (3)
the actual or reasonable likely effects of compliance or non-compliance with the covenant
on the company’s financial condition and liquidity. Show us how you intend to apply this
comment.

RESPONSE:

The disclosure guidance from Question 10 to the “Frequently Asked Questions Regarding the Use of
Non-GAAP Financial Measures” is as follows:

Question 10: Item 10(e) of Regulation S-K prohibits “excluding charges or liabilities that
required, or will require, cash settlement, or would have required cash settlement absent an
ability to settle in another manner, from non-GAAP liquidity measures, other than the measures
earnings before interest and taxes (EBIT) and earnings before interest, taxes, depreciation and
amortization (EBITDA).” A company’s credit agreement contains a material covenant regarding the
non-GAAP financial measure “Adjusted EBITDA.” If presented in a Commission filing, the non-GAAP
financial measure “Adjusted EBITDA” would violate the referenced prohibition, as it excludes
charges that are required to be cash settled. May the company present the “Adjusted EBITDA”
financial measure in its periodic reports?

3

Answer 10: MD&A requires disclosure of material items affecting liquidity. Despite the prohibition
in Item 10(e), if management believes that the credit agreement is a material agreement, that the
covenant is a material term of the credit agreement and that information about the covenant is
material to an investor’s understanding of the company’s financial condition and/or liquidity, the
company may be required to disclose the measure as calculated by the debt covenant as part of its
MD&A. In this situation, disclosure regarding the covenant may be misleading absent a discussion of
the following:

    •

    the materiality of the credit agreement and the covenant;

    •

    the amount or limit required for compliance with the covenant; and

    •

    the actual or reasonably likely effects of compliance or non-compliance with
the covenant on the company’s financial condition and liquidity.

Discussion of the non-GAAP financial measure for other purposes would not be permitted unless
otherwise allowable under Item 10(e) of Regulation S-K.

We will modify the disclosure of EBITDA, as defined in our credit agreement, in future filings to
comply with disclosure guidance from Question 10 above as follows:

     The Company’s EBITDA, as defined in the Loan and Security Agreement with the Company’s senior
lenders, was $44.4 million in 2004 compared with $35.7 million in 2003. EBITDA is a non-GAAP
financial measure that the Company believes is relevant to potential readers of our financial
statements as it is the primary measure of performance and compliance with the Fixed Charge
Coverage Ratio financial covenant utilized by our lenders. A reconciliation of net income to
EBITDA is as follows:

    FOR THE YEAR ENDED

    DECEMBER 31,

    DECEMBER 31,

    (DOLLARS IN MILLIONS)

    2004

    2003

    Net income (loss)

    $
    7.7

    $
    (3.7
    )

    Cash interest expense

    16.5

    16.7

    Bond discount amortization

    0.8

    0.7

    Deferred financing fee amortization

    1.0

    1.0

    Provision for income taxes

    4.8

    1.6

    Depreciation

    7.3

    8.0

    Intangible asset amortization

    0.8

    3.5

    Deferred revenue change during period (1)

    5.5

    7.8

    Loss on disposal of fixed assets

    0.0

    0.2

    Restructuring charges(credits)

    —

    (0.1
    )

    EBITDA

    $
    44.4

    $
    35.7

4

    (1)

    Change in deferred revenue as defined in the Loan and Security Agreement represents the net
change in deferred revenue found on the Company’s balance sheet from the beginning of the
applicable reporting period to the end of the applicable reporting period. An increase in
deferred revenue during the period will increase EBITDA. A decrease in deferred revenue during
the period will decrease EBITDA, as defined.

Under the terms of our Loan and Security Agreement, we cannot permit the ratio of EBITDA to
Fixed Charges to be less than 1.0 to 1.0, as measured at the end of each fiscal month. If this
ratio falls below 1.0 to 1.0, this would constitute an Event of Default. If such a default occurs,
the lenders under the Loan and Security Agreement will be entitled to accelerate the amounts due
under the Loan and Security Agreement and may require all such amounts to be immediately paid in
full. The lenders under the Loan and Security Agreement may also take all remedies permitted to be
taken by a secured creditor under the security documents entered into to secure the Loan and
Security Agreement and the Uniform Commercial Code. The Company was in compliance with all
financial covenants under its Loan and Security Agreement for the years ended December 31, 2004 and
2003.

We believe the above disclosure will satisfy the disclosure requirements under Question 10 to the
“Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures.”

Results of Operations, page 26

    3.

    We refer to the disclosure of operating income excluding intangible asset
amortization and restructuring charges. Either delete these measures from all future
filings or expand to fully comply with the requirements of Item 10(e) to Regulation S-K.
If you choose to retain the disclosures of this non-GAAP measure, expand future filings to
provide the following:

    •

    A quantitative reconciliation showing the differences between the non-GAAP measure
and the most directly comparable financial measure presented in GAAP;

    •

    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 and the manner in
which management compensates for these limitations when using the non-GAAP measure.

5

Refer also to Questions 8 and 33 to the “Frequently Asked Questions Regarding the Use of
Non-GAAP Financial Measures.” Show us how you intend to apply this comment.

RESPONSE:

The Company intends to remove the non-GAAP measures cited in the comment above from all future
filings.

Financial Statements

Report of Independent Registered Public Accounting Firm, page 48

    4.

    We note that the audit report does not state that the audit was performed in
accordance with PCAOB standards. Please revise the audit report to make appropriate
reference to the auditing standards of the PCAOB. Refer to PCAOB Auditing Standard No. 1.

RESPONSE:

The audit report has been revised to make appropriate reference to the auditing standards of the
PCAOB. The revised audit report will be included in an amended Form 10-K for the year ended
December 31, 2004 to be filed by the Company on or before October 30, 2005. The form of the
revised audit opinion, provided to us by our independent registered public accounting firm, is as
follows:

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors

Aavid Thermal Technologies, Inc.

We have audited the accompanying consolidated balance sheets of Aavid Thermal Technologies, Inc.
and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of
operations, changes in stockholders’ deficit, and cash flows for each of the three years in the
period ended December 31, 2004. Our audits also included the financial statement schedule listed
in the Index at Item 15(a). These financial statements and schedule are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these financial statements and
schedule based on our audits.

6

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Company’s internal control over financial reporting.
Our audits included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Aavid Thermal Technologies, Inc. and subsidiaries
at December 31, 2004 and 2003, and the consolidated results of their operations and their cash
flows for each of the three years in the period ended December 31, 2004, in conformity with U.S.
generally accepted accounting principles. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as a whole, presents
fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

MANCHESTER, NEW HAMPSHIRE

February 18, 2005

Note B. Summary of Significant Accounting Policies

Revenue Recognition, page 58

    5.

    Unless insignificant, please expand future filings to disclose how you account for
product warranties and to provide the quantitative disclosures called for by FIN 45.

7

RESPONSE:

The following excerpt from paragraph 14 of FASB Interpretation No. 45 (FIN 45) provides the
following disclosure requirements related to product warranties:

14. For product warranties and other guarantee contracts that are excluded from the initial
recognition and initial measurement requirements of this Interpretation pursuant to paragraph 7(b)
(collectively referred to as product warranties), a guarantor is not required to disclose the
maximum potential amount of future payments specified in paragraph 13(b) above. Instead, the
guarantor is required to disclose for those product warranties the following information:

a. The guarantor’s accounting policy and methodology used in determining its liability for
product warranties (including any liability [such as deferred revenue] associated with
extended warranties).

b. A tabular reconciliation of the changes in the guarantor’s aggregate product warranty
liability for the reporting period. That reconciliation should present the beginning
balance of the aggregate product warranty liability, the aggregate reductions in that
liability for payments made (in cash or in kind) under the warranty, the aggregate changes
in the liability for accruals related to product warranties issued during the reporting
period, the aggregate changes in the