SEC Comment Letter for COOPER COMPANIES, INC. (COO) (CIK 0000711404) (COO) — Jun 15, 2011
COOPER COMPANIES, INC. (COO) (CIK 0000711404)
Date: June 15, 2011 · CIK: 0000711404 · Accession: 0000000000-11-036879
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-08597
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE June 15, 2011 Via E-mail Mr. Eugene J. Midlock Chief Financial Officer The Cooper Companies, Inc. 6140 Stoneridge Mall Road Suite 590 Pleasanton, CA 94588 Re: The Cooper Companies, Inc. Form 10-K for the fiscal year ended October 31, 2010 Filed December 17, 2010 Form 10-Q for the quarterly period ended January 31, 2011 Filed March 4, 2011 Form 10-Q for the quarterly period ended April 30, 2011 Filed June 3, 2011 File No. 001-08597
Dear Mr. Midlock: We have reviewed your response dated June 10, 2011 and filings and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within te n business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstan ces, please tell us why in your response. After reviewing the information you provide in response to these comments, we may have additional comments.
Mr. Eugene J. Midlock The Cooper Companies, Inc. June 15, 2011 Page 2 Form 10-K for the fiscal year ended October 31, 2010
Item 7. Management’s Discussion and Analys is of Financial Condition and Results of Operations CVI Net Sales by Region, page 40
1. We acknowledge your response to comment 2. We note your disclosure that the out-of-period adjustment resulted from ma thematical mistakes, mistakes in the application of GAAP and overs ight of facts. We also see your conclusion that deficiencies in your internal controls ex isted. Please tell us how you considered whether these issues represent material w eaknesses or significant deficiencies and how you determined that internal control ov er financial reporting is effective in light of the identified matters. Refer to Rule 308(a)(3) of Regulation S-K. Restructuring Costs, page 43
2. We refer to your response to comment 3. In future filings, to the extent it is material, please quantify and describe e xpected cost savings from restructuring plans similar to that in your re sponse. Refer to SAB Topic 5.P.4.
3. Further to your response to prior comment 7, please tell us the amount of cash, cash equivalents and investments held by foreign subsidiaries that would be subject to a potential tax impact associat ed with the repatriation of undistributed earnings on foreign subsidiaries. Financial Statements
Note 11. Employee Benefits, page 99
4. We refer to your response to comment 13. In future filings please briefly describe your “individual fund procedur es” and how liquidity rest rictions and fund status impacted your valuations similar to your response consistent with ASC 820-10- 50.
Mr. Eugene J. Midlock The Cooper Companies, Inc. June 15, 2011 Page 3 Form 10-Q for the quarterly period ending January 31, 2011
Financial Statements, page 3
Note 2. Acquisition and Rest ructuring Costs, page 9
5. Further to your response to prior co mment 18, please explain further why the effective settlement of a supply contract with unfavorable terms compared to current market terms from the company’s prospective resulted in a gain and not a loss. Refer to the example in 805-10-55-30 through 55-32. Form 10-Q for the quarterly period ending April 30, 2011
Consolidated Financial Statements
Note 6. Income Taxes, page 12
6. We see your effective tax rate for the fiscal first half of 2011 is 7.1% compared to a range of 13.5% to 9.3% between fisc al 2008 and 2010. Please provide to us a summary of tax benefits you receive in fo reign locations that attributes to the reduced effective tax rate. Note 13. Contingencies, page 23
7. We acknowledge your response to co mment 16. Please tell us how you considered the disclosures required by FASB ASC 450-20-50 and SAB Topic 5-Y regarding the Rembrandt Visi on Technologies litigation. Item 2. Management’s Discussion and Analys is of Financial Condition and Results of Operations, page 26 Capital Resources and Liquidity, page 37
Financing Cash Flow, page 38
8. We note that your discussion of cash flow s from financing activities aggregates debt activity and does not separately disc uss material transactions such as your repurchase of senior notes and how the repur chase was financed. In future filings please include a discussion of materi al factors necessary to convey an understanding of cash flows. Refer to the Securities Act Release 33-8350, Interpretation: Commission Guidance Regarding Management’s Discussion and Analysis of Financial Conditi on and Results of Operation.
Mr. Eugene J. Midlock The Cooper Companies, Inc. June 15, 2011 Page 4 You may contact Leigh Ann Schultz at (202) 551-3628 or Kate Tillan, Assistant Chief Accountant, at (202) 551-3604 if you ha ve questions regarding these comments. You may also contact me at (202) 551-3671 with any other questions.
Sincerely, /s/ Kate Tillan for Martin James Senior Assistant Chief Accountant
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
June 15, 2011
Via E-mail
Mr. Eugene J. Midlock
Chief Financial Officer The Cooper Companies, Inc. 6140 Stoneridge Mall Road Suite 590 Pleasanton, CA 94588
Re: The Cooper Companies, Inc.
Form 10-K for the fiscal year ended October 31, 2010
Filed December 17, 2010 Form 10-Q for the quarterly period ended January 31, 2011
Filed March 4, 2011 Form 10-Q for the quarterly period ended April 30, 2011
Filed June 3, 2011 File No. 001-08597
Dear Mr. Midlock:
We have reviewed your response dated June 10, 2011 and filings and have the
following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
After reviewing the information you provide in response to these comments, we
may have additional comments.
Mr. Eugene J. Midlock
The Cooper Companies, Inc. June 15, 2011 Page 2
Form 10-K for the fiscal year ended October 31, 2010
Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
CVI Net Sales by Region, page 40
1. We acknowledge your response to comment 2. We note your disclosure that the
out-of-period adjustment resulted from ma thematical mistakes, mistakes in the
application of GAAP and overs ight of facts. We also see your conclusion that
deficiencies in your internal controls ex isted. Please tell us how you considered
whether these issues represent material w eaknesses or significant deficiencies and
how you determined that internal control ov er financial reporting is effective in
light of the identified matters. Refer to Rule 308(a)(3) of Regulation S-K.
Restructuring Costs, page 43
2. We refer to your response to comment 3. In future filings, to the extent it is
material, please quantify and describe e xpected cost savings from restructuring
plans similar to that in your re sponse. Refer to SAB Topic 5.P.4.
3. Further to your response to prior comment 7, please tell us the amount of cash,
cash equivalents and investments held by foreign subsidiaries that would be
subject to a potential tax impact associat ed with the repatriation of undistributed
earnings on foreign subsidiaries.
Financial Statements
Note 11. Employee Benefits, page 99
4. We refer to your response to comment 13. In future filings please briefly describe
your “individual fund procedur es” and how liquidity rest rictions and fund status
impacted your valuations similar to your response consistent with ASC 820-10-
50.
Mr. Eugene J. Midlock
The Cooper Companies, Inc. June 15, 2011 Page 3
Form 10-Q for the quarterly period ending January 31, 2011
Financial Statements, page 3
Note 2. Acquisition and Rest ructuring Costs, page 9
5. Further to your response to prior co mment 18, please explain further why the
effective settlement of a supply contract with unfavorable terms compared to
current market terms from the company’s prospective resulted in a gain and not a
loss. Refer to the example in 805-10-55-30 through 55-32.
Form 10-Q for the quarterly period ending April 30, 2011
Consolidated Financial Statements
Note 6. Income Taxes, page 12
6. We see your effective tax rate for the fiscal first half of 2011 is 7.1% compared to
a range of 13.5% to 9.3% between fisc al 2008 and 2010. Please provide to us a
summary of tax benefits you receive in fo reign locations that attributes to the
reduced effective tax rate.
Note 13. Contingencies, page 23
7. We acknowledge your response to co mment 16. Please tell us how you
considered the disclosures required by FASB ASC 450-20-50 and SAB Topic 5-Y
regarding the Rembrandt Visi on Technologies litigation.
Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 26
Capital Resources and Liquidity, page 37
Financing Cash Flow, page 38
8. We note that your discussion of cash flow s from financing activities aggregates
debt activity and does not separately disc uss material transactions such as your
repurchase of senior notes and how the repur chase was financed. In future filings
please include a discussion of materi al factors necessary to convey an
understanding of cash flows. Refer to the Securities Act Release 33-8350,
Interpretation: Commission Guidance Regarding Management’s Discussion and
Analysis of Financial Conditi on and Results of Operation.
Mr. Eugene J. Midlock
The Cooper Companies, Inc. June 15, 2011 Page 4
You may contact Leigh Ann Schultz at (202) 551-3628 or Kate Tillan, Assistant
Chief Accountant, at (202) 551-3604 if you ha ve questions regarding these comments.
You may also contact me at (202) 551-3671 with any other questions.
Sincerely, /s/ Kate Tillan for Martin James Senior Assistant Chief Accountant