View:
April 9,
2009
VIA
EDGAR, FACSIMILE AND OVERNIGHT COURIER
United
States Securities and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Attn: Kevin
L. Vaughn, Accounting Branch Chief
David
Burton, Staff Accountant
Mail Stop
3030
RE: The
Toro Company (the “Company”)
Form 10-K for the Fiscal Year Ended
October 31, 2008
Filed February 6, 2009
File No. 1-8649
Dear Mr.
Vaughn and Mr. Burton:
The
following information is supplied in response to the comments made by the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) in
its letter dated March 17, 2009 (the “Comment Letter”) regarding The Toro
Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2008.
Additionally, we refer to the telephone conversation between Ms. Amy Dahl of the
Company and Mr. David Burton, pursuant to which Ms. Dahl requested and received
an extension to submit responses on or before April 10, 2009.
The
following responses to your comments are numbered to correspond to the numbered
paragraphs contained in the Comment Letter. For the convenience of the Staff’s
review, we have set forth in bolded text the comments contained in the Comment
Letter above each of the Company’s corresponding responses.
Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Page
23
Results of Operations – Page
26
|
1.
|
Comment: In
future filings, please quantify each of the factors discussed within your
results of operations. Refer to Item 303(A)(3) of Regulation
S-K.
|
Response: As
requested, in future filings we intend to expand our analysis of changes within
our results of operations to include quantification of material factors
impacting our results, where reasonably practicable. We supplementally advise
the Staff that we include specific quantification of a number of factors in our
analysis when we believe the information is material to our results of
operations, as well as when the information is reasonably available and
reasonably precise, such as the impact of changes in currency rates,
acquisitions and divestitures, share repurchases, and restructuring items. It is
our normal practice to list the factors impacting our operating results in order
of significance in a manner consistent with our communications to our investors
and analysts. Quantifying the precise impact (for disclosure purposes) of
certain broad factors such as volume, price yield, commodity costs, and benefits
associated with operational efficiencies is at times impracticable due to the
broad assumptions which are often required or the inability to isolate the
impact of a particular factor. However, we will review our processes and
disclosures, and in future filings we intend to quantify each of the material
factors that contribute to changes in our operating results when such amounts
can be reasonably quantified.
Impairment of Long-Lived
Assets – Page 45
|
2.
|
Comment: With
respect to your annual goodwill impairment evaluation, please revise
future filings to address the
following:
|
|
·
|
Disclose
in more detail how you test the goodwill for impairment. In this regard,
describe the two-step impairment analysis required by SFAS
142.
|
|
·
|
Quantify
the number of reporting units you have identified and discuss how you
allocate assets and liabilities to the reporting units for purposes of the
impairment evaluation.
|
|
·
|
Clearly
disclose when you perform your annual impairment
test.
|
Response: As
requested, in future filings we intend to expand our disclosures related to our
annual goodwill impairment evaluation. Specifically, we will describe in more
detail how we test for goodwill impairment, including the two-step impairment
analysis required by SFAS 142, the number of our reporting units and how we
allocate assets and liabilities to the reporting units for purposes of
impairment evaluation, and when we perform our annual impairment
test.
We
supplementally advise the Staff that in fiscal 2008, we reviewed the fair value
of our reporting units that have goodwill on their respective balance sheets
with their corresponding carrying amount (with goodwill) as of August 29, 2008.
Based on the guidance in paragraph 30 of SFAS 142, we determined that our seven
reporting units are the same as our seven operating segments (which are
described in more detail below in our response to Staff Comment No. 4 and as
distinguished from our reporting segments as described in our response to Staff
Comment No. 4). None of our seven operating segments has components that have
discrete detailed financial information available, has separate segment
management that regularly reviews the operating results, or has economic
characteristics that are different from the economic characteristics of the
other components of an operating segment. Therefore, we have seven reporting
units we identified for goodwill impairment evaluation, of which five contain
goodwill on their respective balance sheets. In fiscal 2007, we performed a
detailed discounted cash flow analysis for all of our reporting units to
estimate their respective fair values. In all cases, the fair value of the
reporting unit exceeded the carrying amount of the reporting unit. We carried
forward this fair value analysis to fiscal 2008 for each reporting unit where a)
the assets and liabilities of that reporting unit did not significantly change
over the year; b) the fiscal 2007 fair value exceeded the carrying amount of the
reporting unit by a substantial margin; and c) an analysis of events that
occurred and circumstances that changed revealed that a likelihood that the
carrying amount would exceed the fair value of the reporting unit would be
remote. For the reporting units that failed the criteria of paragraph 27 of SFAS
142, or where circumstances such as those listed in paragraph 28 of SFAS 142
occurred, we prepared a detailed discounted cash flow analysis as of August 29,
2008. In both cases, the fair value of the reporting unit exceeded the carrying
amount of the reporting unit by a substantial margin. In addition, we compared
the market capitalization of the Company at August 29, 2008 and October 31, 2008
and noted that the fair value, based on market capitalization, exceeded the
carrying amount of the Company’s net assets by over $900 million. In all cases,
the carrying amount of each reporting unit includes an allocation of the
corporate assets and liabilities based on key financial ratios, such as a
proportion of the total account balances to net sales or cost of goods sold of
the respective reporting unit.
Revenue Recognition – Page
46
|
3.
|
Comment: We
note that you ship some of your products on consignment to a key retailer
and that you recognize revenue from these transactions when inventory is
shipped from the key retailer’s distribution centers to its stores. Please
address the following:
|
|
·
|
Tell
us and revise future filings to disclose the material terms of the
consignment transactions, including the provisions that permit the
retailer to return the inventory to you. In this regard, explain why you
concluded that it is appropriate to recognize revenue at the time the
inventory is shipped to the retailer’s
stores.
|
|
·
|
Revise
future filings to separately report the amount of consigned inventory.
Refer to Question 2 of SAB Topic
13.A.2.
|
Response: We
supplementally advise the Staff that the majority of our consignment inventory
is held at seasonal distribution centers of a key retailer. We ship products to
the key retailer’s seasonal distribution centers, and we retain title to our
products stored at the seasonal distribution centers. At such time as such
products are removed from the seasonal distribution centers by the key retailer
and shipped to the key retailer’s stores, title passes from us to the key
retailer per the terms of an agreement between us and the key retailer. At that
time, we invoice the key retailer for the products shipped to the key retailer’s
stores. We do not offer a right of return for products shipped to the key
retailer’s stores from the seasonal distribution centers. The amount of our
consigned inventory as of October 31, 2008 was approximately $10 million. As
requested, in future filings we intend to disclose the material terms of our
consigned inventory arrangements, including any rights of return, describe when
and why we recognize revenue under such arrangements. In addition, as requested,
in future filings we will report separately the amount of our consigned
inventory in the notes to our consolidated financial statements.
Note 11. Segment Data – page
55
|
4.
|
Comment: We
note from your disclosures here that you have just two reportable segments
– Professional and Residential. Please tell us more about how you
determined your reportable segments based on the criteria of paragraphs
10-24 of SFAS 131. In this regard, we note from your website that you
offer products to serve five primary markets: Homeowner, Golf Course
Management, Commercial/Contractor, Sports Fields and Grounds, and
Professional Irrigation. We further note that you have certain managers
that oversee your “consumer and landscape contractor business,” your
“irrigation business,” and your “commercial business.” Explain how you
considered these factors in concluding that you have only two reportable
segments.
|
Response: We
supplementally provide the Staff the following responses to each of the points
contained in Staff Comment No. (4) above:
Please tell us more about
how you determined your reportable segments based on the criteria of paragraphs
10-24 of SFAS 131.
Reporting
of segment information under SFAS 131 is based on a “management approach” and
requires that segment information be disclosed in the way management organizes
the segments within the Company for making operating decisions and assessing
performance. For purposes of applying SFAS 131, the Company’s chief operating
decision maker (CODM) is the highest level of management at which decisions are
made about how resources will be allocated. We define our CODM, as described in
paragraph 12 of SFAS 131, as our President and Chief Executive Officer. In
fiscal 2008, the individuals reporting directly to our CODM included a Group
Vice President with primary responsibilities for our Professional reportable
segment, a Vice President with primary responsibilities for our Residential
reportable segment, and five other Vice Presidents with corporate function
responsibilities.
Structurally,
the Company is a matrix organization, based on product lines and geographies,
and is comprised of eight “divisions.” These divisions are Residential,
Landscape Contractor - Toro, Exmark, Commercial, Irrigation, Micro-Irrigation,
Distribution, and International. Our divisions are organized by the types of
products and services sold, with the exception of the International and
Distribution divisions. The International division includes sales made to
customers located outside of the United States. The Distribution division
includes our Company-owned distributorships and is immaterial to the overall
operations of the Company. Financial information is reported for each of our
divisions regularly to the CODM. We concluded that our divisions, with the
exception of International, constitute operating segments based on the
application of the criteria in paragraph 10 of SFAS 131, which
states:
An
operating segment is a component of an enterprise –
|
·
|
That
engages in business activities from which it may earn revenues and incur
expenses,
|
|
·
|
Whose
results are regularly reviewed by the enterprise’s chief operating
decision maker to make decisions about resources to be allocated to the
segment and assess its performance,
and
|
|
·
|
For
which discrete financial information is
available.
|
As
previously mentioned, the Company is structured as a matrix organization with
both product managers and geographic managers. SFAS 131, paragraph 15
states:
The
characteristics in paragraph 10 may apply to two or more overlapping sets of
components for which managers are held responsible. That structure is sometimes
referred to as a matrix form of organization. For example, in some enterprises,
certain managers are responsible for different product and service lines
worldwide, while other managers are responsible for specific geographic areas.
The chief operating decision maker regularly reviews the operating results of
both sets of components, and financial information is available for both. In
that situation, the components based on products and services would constitute
the operating segments.
Based on
the guidance in paragraph 15, our operating segments should be based on the
products and services sold by our divisions. Our international business, which
is basically an extension of our domestic businesses and primarily an export
operation, consists of the same type of products and services sold domestically,
which are included in our International division. New product development is
pursued primarily in the United States for worldwide distribution, and our
products sold domestically and internationally are manufactured together at the
same facilities. In addition, our Board of Directors typically receives
consolidated financial information during regular board meetings, and reviews
operating results quarterly on a reporting segment level, which is based on
product lines and not on a geographical basis. Therefore, our International
division is not treated as a separate operating segment, but is included in our
product line operating segments described below.
After we
determined that our operating segments were: Residential, Landscape Contractor -
Toro, Exmark, Commercial, Irrigation, Micro-Irrigation, and Distribution, we
then reviewed the aggregation criteria guidance in paragraph 17 of SFAS 131,
which states:
Operating
segments often exhibit similar long-term financial performance if they have
similar economic characteristics. For example, similar long-term average gross
margins for two operating segments would be expected if their economic
characteristics were similar. Two or more operating segments may be aggregated
into a single operating segment if aggregation is consistent with the objective
and basic principles of this Statement, if the segments have similar economic
characteristics, and if the segments are similar in each of the following
areas:
|
(a)
|
The
nature of the products and services
|
|
(b)
|
The
nature of the production process
|
|
(c)
|
The
type of class of customer for their products or provide their
services
|
|
(d)
|
The
methods used to distribute their products or provide their
services
|
|
(e)
|
If
applicable, the nature of the regulatory environment, for example,
banking, insurance, or public
utilities.
|
Based on
the guidance in paragraph 17 of SFAS 131, we applied the aggregation criteria to
form the following segments:
|
·
|
Residential
– Residential operating segment;
|
|
·
|
Professional
– Landscape Contractor - Toro, Exmark, Commercial, Irrigation, and
Micro-Irrigation operating segments;
and
|
|
·
|
Distribution
– Distribution operating segment
|
Set forth
below are the key criteria that formed the basis for our conclusion that the
operating segments that comprise our Professional segment should be
aggregated:
|
·
|
Aggregated
segments have similar economic
characteristics.
|
We
performed an analysis of expected long-term average gross margins of the
aggregated Professional operating segments to evaluate economic similarity,
utilizing both historical and projected data. Our analysis determined that the
gross margins of the aggregated Professional operating segments trend together
in tandem.
|
·
|
Products
are similar in nature.
|
The
products sold in each of our operating segments in the Professional segment are
similar in nature in that they are turf maintenance equipment and irrigation
products, all of which are integrated solutions that create, maintain, enhance,
and conserve beautiful and functional landscapes, such as golf courses, sports
fields, municipal properties, and residential and commercial landscapes. In
addition, products in our Landscape Contractor - Toro and Exmark divisions are
primarily the same products manufactured at the same facility with the main
difference being the brand names (Toro vs. Exmark) they are marketed and sold
under.
|
·
|
Products
are manufactured using similar production
processes.
|
The
products in the Professional segment are manufactured using similar techniques.
For instance, we are primarily an assembler for our Professional segment
products, and many of our products share the same component parts. We also
manufacture and mold certain component parts at two separate facilities for our
professional products that are used in the assembly process of our professional
segment products. In addition, many of our professional segment products are
assembled at the same operating facilities and utilize some of the same
equipment in order to streamline work.
|
·
|
Type
of class of customers for our products are
similar.
|
The
customers that purchase the products in our Professional operating segments are
a similar type in that they are professional users engaged in maintaining and
creating landscapes. In some instances, certain operating segments market and
sell their products together to the same customer, i.e. Commercial and
Irrigation products sold to professional users responsible for maintaining golf
courses and sports fields, and landscape contractor equipment and irrigation
products, including micro-irrigation products, sold to professional users
responsible for maintaining and creating landscapes.
|
·
|
Methods
used to distribute products are
similar.
|
The
operating segments in our Professional segment utilize the same distribution
process in that they sell their products through either a one-step or two-step
distribution process to distributors and dealers. In most cases, the operating
segments in our Professional segment utilize the same distributors for their
products.
In
determining our reportable segments, we used the guidance in paragraph 16, which
states:
An
enterprise shall report separately information about each operating segment that
(a) has been identified in accordance with paragraphs 10-15 or that results from
aggregating two or more of those segments in accordance with paragraph 17 and
(b) exceeds the quantitative thresholds in paragraph 18.
Per paragraph 18 of SFAS 131, which
states:
An
enterprise shall report separately information about an operating segment that
meets any of the following quantitative thresholds:
|
(a)
|
Its
reported revenue, including both sales to external customers and
intersegment sales or transfers, is 10 percent or more of the combined
revenue, internal and external, of all reported operating
segments.
|
|
(b)
|
The
absolute amount of its reported profit or loss is 10 percent or more of
the greater, in absolute amount, of (1) the combined reported loss of all
operating segments that did report a loss or (2) the combined reported
loss of all operating segments that did report a
loss.
|
|
(c)
|
Its
assets are 10 percent or more of the combined assets of all operating
segments.
|
Based on
these quantitative thresholds, our Residential and Professional segments meet
all of the quantitative thresholds; therefore we concluded that Residential and
Professional are our reportable segments per the criteria of SFAS 131. We
included the Distribution segment with the Other segment because the net sales
and total assets of our Company-owned distributorships that comprised the
Distribution segment do not met the quantitative thresholds, as defined in
paragraph 18 of SFAS 131, for separate reporting as an operating segment. For
fiscal 2008, net sales and total assets of our distribution segment were 3.2
percent and 1.8 percent of consolidated net sales and total assets,
respectively. Given the immateriality of the Distribution segment, we also
combined our corporate activities, which include our financing subsidiary, in
the Other reportable segment rather than breaking it out as a separate item when
reconciling the operating segment totals to the related consolidated
totals.
Per
paragraph 20 of SFAS 131, which states:
If
total of external revenue reported by operating segments constitutes less than
75 percent of total consolidated revenue, additional operating segments shall be
identified as reportable segments (even if they do not meet the criteria in
paragraph 18) until at least 75 percent of total consolidated revenue is
included in reportable segments.
The
combined revenue of our Residential and Professional segments is significantly
greater than 75 percent; therefore, no additional operating segments need to be
identified.
We note from your website
that you offer products to serve five primary markets: Homeowner, Golf Course
Management, Commercial/Contractor, Sports Fields and Grounds and Professional
Irrigation.
As
previously discussed above, the Company is a matrix organization and is
comprised of eight “divisions.” These divisions offer products to our five
primary markets: Homeowner, Golf Course Management, Commercial/Contractor,
Sports Fields and Grounds, and Professional Irrigation. The Residential segment
markets its products to the Homeowner market. Our Commercial and Irrigation
divisions market their products to the Golf Course Management and Sports Fields
and Grounds markets. Our Commercial, Landscape Contractor - Toro, and Exmark
divisions market their products to our Commercial/Contractor market. Our
Irrigation and Micro-Irrigation divisions market their products to the
Professional Irrigation market. Our five primary markets are served and
supported by our divisions, and we do not have separate managers for each of the
markets we serve, but instead our management group is organized by our eight
divisions. Financial information is regularly reported and reviewed by the CODM
based on our divisions, not the markets we serve. In addition, decisions
regarding the allocation of resources are made based on the assessment of the
operating results of our operating segments.
We further note that you
have certain managers that oversee your “consumer and landscape contractor
business,” your “irrigation business,” and your “commercial
business.”
As
previously discussed above, the Company is comprised of seven operating
segments, of which the four mentioned above in your Comment No. 4, Residential
(Consumer), Landscape Contractor – Toro, Irrigation, and Commercial, are
operating segments. Financial information regularly reviewed by our CODM is
provided for each of our operating segments. Each operating segment has a
manager that regularly reports operating results of their respective area of
responsibility to the CODM. The General Manager for Landscape Contractor – Toro
reports directly to the segment manager of Residential. Even though the General
Manager for Landscape Contractor – Toro reports directly to the segment manager
for Residential, the CODM reviews results, assesses performance, and makes
operating decisions regarding allocation of resources based on the results of
Residential and Landscape Contractor – Toro operating segments
separately.
|
5.
|
Comment: We note your
disclosure of revenues from “foreign countries.” If any individual foreign
countries are a material component of this balance, please revise future
filings to disclose the foreign country and related amount. Refer to
paragraph 38 of SFAS 131.
|
Response: We
supplementally advise the Staff that we evaluated the revenues of our
international business on a country by country basis for fiscal 2008 and
concluded that no individual country was material. As paragraph 38 of SFAS 131
does not provide specific guidance for determining materiality, we used a
guideline of 10 percent of consolidated revenues for purposes of evaluating
materiality for this purpose because the quantitative thresholds as defined in
paragraph 18 of SFAS 131 are 10 percent. During fiscal 2008, revenue attributed
to Australia was 6 percent of our consolidated revenues, with revenue attributed
to other individual foreign countries being less. In future filings, we intend
to disclose revenues attributed to individual foreign countries if they become
material.
Item 11. Executive
Compensation – Page 60
|
6.
|
Comment: We
note your disclosure on page 32 of your definitive proxy statement that
you target the market 50th
percentile for each element of your compensation program. In future
filings, as applicable, please ensure your disclosure clearly identifies
the benchmark and its components. For example, in future filings, please
disclose the identities of the component companies used in determining the
“market” at which you target each material element of your compensation
program.
|
Response: As
disclosed in our definitive proxy statement filed with the Commission on
February 3, 2009, and as referenced in Staff Comment No. 6, we target the market
50th
percentile for certain elements of our compensation program. Accordingly, on
page 31 of our definitive proxy statement, we included the following disclosure
regarding the market data that was evaluated and reviewed by our Compensation
& Human Resources Committee, CEO and human resources staff in connection
with our compensation program for fiscal 2008:
“Total compensation is competitive
with the marketplace. Competition for executive talent is
intense. To ensure that our executive compensation remains competitive, the
Compensation & Human Resources Committee, with input and
recommendations from our CEO, human resources staff and Towers Perrin, measures
the competitiveness of the key elements of our executive compensation program,
including base salary, annual incentives and long-term incentives, against other
companies of similar revenue size. Towers Perrin provides market data for all of
our executives, including our named executive officers, from the executive
database within the Towers Perrin Compensation Data Bank, which is a published
compensation survey. The data in the compensation survey (there were 783
participating companies in the 2008 survey) is then size adjusted, using a
regression analysis, for our revenue size. For certain positions where
regression data is not available, Towers Perrin gathers data for a sub-set of
companies with annual revenue between $1 and $3 billion (there were 120
participating companies in the 2008 survey in this revenue range). For
executives with divisional responsibilities, the data is size adjusted for
specific division revenue. Towers Perrin has not been instructed to focus
specifically on manufacturing companies because we believe that the market for
our executive talent is broader than the manufacturing industry.”
We
supplementally advise the Staff that the broad market data described in the
excerpt above was used by our Compensation & Human Resources Committee, CEO
and human resources staff in aggregate form and that individual participating
companies were not identified to the Compensation & Human Resources
Committee, CEO and human resources staff or used or considered by them for
purposes of benchmarking or otherwise determining executive compensation.
Accordingly, we did not believe that the names of the individual companies
participating in the Towers Perrin Compensation Data Bank survey were material
or relevant to our compensation process, nor did we believe such information
would enhance our shareholders’ understanding of our compensation program and
practices. As such, we did not include the individual names of such companies in
our disclosure in the “Compensation Discussion and Analysis” section of our
definitive proxy statement.
In future
filings, assuming the same type of broad market data is used by our Compensation
& Human Resources Committee, CEO and human resources staff to benchmark
executive compensation, we will consider expanding our disclosure in the
“Compensation Discussion and Analysis” section of our proxy statement to
indicate that such market data is used by our Compensation & Human Resources
Committee, CEO and human resources staff in aggregate form and that no
individual participating company was identified to the Compensation & Human
Resources Committee, CEO and human resources staff for the purpose of use or
consideration by them in benchmarking or otherwise determining executive
compensation.
|
7.
|
Comment: In
addition, we note the disclosures throughout this section that the actual
payouts under your short and long-term incentive programs and the base
salaries awarded to your named executive officers deviated from the
percentile at which those components were targeted. Please disclose in
future filings the percentile represented by the actual payment to your
named executive officers for the material elements of your compensation
program. For example, in future filings, disclose the percentile of the
targeted market for the base salaries paid to your named executive
officers. Also, if actual compensation for each element deviated from the
targeted percentile, please disclose in future filings the reasons for the
deviation.
|
Response: We
supplementally advise the Staff that the Towers Perrin Compensation Data Bank,
which is the published market compensation survey that was evaluated and
reviewed by our Compensation & Human Resources Committee, CEO and human
resources staff in connection with our compensation program for fiscal 2008,
reports market data at the 25th,
50th
and 75th
percentile. Reporting the exact percentile for actual fiscal year compensation
for our named executive officers would require that we interpolate data between
the percentiles. Interpolating data requires one to assume that each percentile
change is an equal distance from one data point to the next, which may not be
the case. For example, assume actual compensation is midway between
the 25th and
50th
percentile. If we were to try to interpolate the data to capture an exact
percentile, we would indicate that actual compensation is at the 37.5th
percentile, which may not be accurate depending upon how the market data is
arrayed. Accordingly, since interpolating data may lead to disclosure that
inaccurately describes the correct percentile, we do not believe this is the
best approach to improving our shareholders’ understanding of how actual
compensation of our named executive officers compared to the market. Rather, in
future filings, we will consider providing a summary for each named executive
officer that reflects percent variance from the market 25th and
50th
percentile or 50th and
75th
percentile, as appropriate, for each of base salary, total cash compensation and
total direct compensation. For example, again assuming that actual base salary
is midway between the 25th and
50th
percentile, we would indicate the percentage above the 25th
percentile and the percentage below the 50th
percentile. Additionally, as requested, in future filings, we intend to discuss
the rationale for why actual compensation deviated from the market 50th
percentile.
Exhibits 31.1 and
31.2
|
8.
|
Comment: We
note that your certifications filed here are not in the exact form as
required by Item 601 of Regulations S-X. Specifically, the disclosure in
paragraph 4(d) does not contain the language “the registrant’s fourth
quarter in the case of an annual report.” Please revise future filings to
present these certifications in the form currently set forth in Item
601(b)(31) of Regulation S-K.
|
Response: As
requested, in future filings we intend to present our certifications in Exhibit
31.1 and Exhibit 31.2 in the exact form set forth in Item 601(b)(31) of
Regulation S-K.
* * * *
*
In
connection with this response, the Company acknowledges the
following:
|
·
|
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.
|
After you
have had an opportunity to review the above responses to your comments, please
contact me at 952-887-8076 to discuss any further questions or comments you
might have.
Sincerely,
/s/ Stephen P. Wolfe
Stephen P. Wolfe
Vice
President, Finance and
Chief
Financial Officer
cc: Michael
J. Hoffman, The Toro Company
Timothy P.
Dordell, The Toro
Company
Timothy
J. Forstad – KPMG LLP