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United States securities and exchange commission logo
August 15, 2022
Renee J. Peterson
Vice President, Chief Financial Officer
The Toro Company
8111 Lyndale Avenue South
Bloomington, Minnesota 55420-1196
Re: The Toro Company
Form 10-K for the
fiscal year ended October 31, 2021
Filed December 17,
2021
Form 8-K 2.02
Filed June 2, 2022
File No. 001-08649
Dear Ms. Peterson:
We have limited our review of your filing to the financial
statements and related
disclosures 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 8-K 2.02 filed June 2, 2022
Exhibit 99.1
Outlook, page 2
1. We note you provided a
range for adjusted EPS per diluted share as your full-year fiscal
2022 guidance. However,
you did not provide reconciliations to the most directly
comparable GAAP
measures. In future filings, please provide the reconciliations
required by Item
10(e)(1)(i) of Regulation S-K. To the extent you are relying on the
unreasonable efforts
exception in Item 10(e)(1)(i)(B), please revise future filings to
disclose this fact and
identify any information that is unavailable and its probable
significance. Reference
is made to Question 102.10 of the Division s Compliance and
Disclosure
Interpretations for Non-GAAP Financial Measures.
Renee J. Peterson
The Toro Company
August 15, 2022
Page 2
2. We note that in sections of the earning release your non-GAAP measures
have different
labels. For example, adjusted diluted EPS in the first section of the
earnings release is
labeled adjusted EPS per diluted share in the highlights sections and
non-GAAP net
earnings per diluted share in the reconciliation of this non-GAAP
measure to the most
directly comparable GAAP measure. Please clarify and/or in future
filings, please revise
to label your non-GAAP measure consistently.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Peter McPhun at 202-551-3581 or Wilson Lee at
202-551-3468 with
any questions.
FirstName LastNameRenee J. Peterson Sincerely,
Comapany NameThe Toro Company
Division of
Corporation Finance
August 15, 2022 Page 2 Office of Real
Estate & Construction
FirstName LastName