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United States securities and exchange commission logo
June 6, 2024
Brian G. Andrews
Executive Vice President, Chief Financial Officer and Treasurer
COOPER COMPANIES, INC.
6101 Bollinger Canyon Road, Suite 500
San Ramon, California 94583
Re: COOPER COMPANIES,
INC.
Form 10-K for
Fiscal Year Ended October 31, 2023
Form 10-Q for
Fiscal Quarter Ended April 30, 2024
Form 8-K Filed May
30, 2024
File No. 001-08597
Dear Brian G. Andrews:
We have reviewed your May 22, 2024 response to our comment letter
and have the
following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our April 8, 2024 letter.
Form 10-Q for Fiscal Quarter Ended April 30, 2024
Consolidated Condensed Statements of Income and Comprehensive Income,
page 3
1. We note your response
to comment 3. You may not present non-GAAP measures on the
face of your statements
of income. Please remove the inclusion of the gross profit line
and include the
notation next to the Cost of sales title that it excludes amortization of
intangibles. Refer to
Item 10(e)(1)(ii)(C) of Regulation S-K and SAB Topic 11:B for
guidance.
Form 10-K for Fiscal Year Ended October 31, 2023
Note 1. Organization and Significant Accounting Policies
Revenue Recognition, page 63
2. We note your response
to comment 4. While we understand your service revenues may
Brian G. Andrews
FirstName LastNameBrianINC.
G. Andrews
COOPER COMPANIES,
Comapany
June 6, 2024NameCOOPER COMPANIES, INC.
June 6,
Page 2 2024 Page 2
FirstName LastName
be less than 10% of total consolidated revenue, please tell us the
impact service revenues
are having on operating income and net income for each period in which
service revenues
are generated. To the extent that service revenues are material to
your operating results,
please provide the disclosures for revenues related to the various
services you provide
including (a) identification of the performance obligations (i.e.,
when typically satisfied,
significant payment terms, nature of goods and services, obligations
for returns, refunds,
and other similar obligations, and types of warranties and related
obligations) with
reference to ASC 606-10-50-12 and 50-12A, (b) significant judgments
for the method
used to recognize revenue over time and why the method faithfully
depicts the transfer of
the services with reference to ASC 606-10-50-18, and (c) variable
consideration and any
other obligations with reference to ASC 606-10-50-20.
Note 4. Intangible Assets
Other Intangible Assets, page 71
3. We note your response to comment 3. We continue to request that you
expand your
disclosures to clarify the nature of the Composite intangible asset
is, as the title does not
clearly communicate the major intangible asset class . Refer to
ASC 350-30-50-2.a.1.
for guidance.
Form 8-K Filed May 30, 2024
Exhibit 99.1
4. We note that you continue to refer to acquisition and integration
costs as exceptional or
unusual within the Financial Guidance section. We also note your
characterization of
business disruptions from natural causes, litigation matters and other
items as one-time .
With reference to comment 8, please revise your characterization of
these types of
adjustments. Refer to Question 102.03 of the Compliance and Disclosure
Interpretations
for Non-GAAP Financial Measures for guidance.
5. We note your reconciliation of non-GAAP gross profit and margin along
with your
response to comment 3. As cost of sales is not fully burdened, the
GAAP gross profit you
present is not in accordance with US GAAP. If you continue to present
non-GAAP gross
profit and margin, you will need to present with equal or greater
prominence and reconcile
from fully burdened gross profit and margin measures prepared in
accordance with US
GAAP. Refer to Items 10(e)(1)(i)(A) and 10(e)(1)(i)(B) of Regulation
S-K for guidance.
6. As previously requested in comment 10, please expand the footnote
disclosures to
quantify the components of the adjustment when the adjustment is broad
and includes
multiple types of adjustments (e.g., footnotes (1), (2), (4), and
(7)). Please provide us with
the revised presentation for fiscal years 2023 and 2022 along with the
six-months for
fiscal years 2024 and 2023. Refer to Item 10(e)(1)(i)(B) of Regulation
S-K.
7. We note that in each period presented you include an adjustment to
your tax provision for
intra-entity asset transfers. Please provide us with a comprehensive
explanation as to the
Brian G. Andrews
COOPER COMPANIES, INC.
June 6, 2024
Page 3
nature of this adjustment. In this regard, it does not appear that you
have a corresponding
item in your effective tax rate reconciliation.
Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters.
Sincerely,
FirstName LastNameBrian G. Andrews
Division of
Corporation Finance
Comapany NameCOOPER COMPANIES, INC.
Office of
Industrial Applications and
June 6, 2024 Page 3 Services
FirstName LastName