CPRTCopart

We note your risk factor disclosure on page 23 that testing goodwill requires management to make significant estimates and assumptions. Given the significance of goodwill to your financial position, please expand your disclosure to discuss the degree of uncertainty associated with key assumptions underlying the fair value estimates used in your impairment testing that have the reasonable possibility of changing and

Rest of the question

could lead to a material goodwill impairment charge in the future. In the case of material uncertainties associated with a potential goodwill impairment charge, please also disclose the percentage by which fair value exceeded carrying value. Refer to Item 303(a)(3)(ii) of Regulation S-K and SEC Release No. 34-48960 available on our website at www.sec.gov.

to the Staff’s comments, the Company will include additional disclosures in its future filings concerning (i) the degree of uncertainty associated with key assumptions underlying the fair value estimates used in the Company’s impairment testing that have the reasonable possibility of changing and could lead to a material goodwill impairment charge in the future, and (ii) the percentage by which fair value exceeded carrying value, in the case of material uncertainties associated with a potential goodwill impairment charge. Read in the reply ↗

We note your disclosure in the third paragraph on page 27 that alternative potential uses of your cash balances and cash flows from operations may include the payment of dividends, among other things. We also note your Credit Agreement and Notes Purchase Agreement contain covenants that limit your ability to pay dividends.

Rest of the question

Please describe in future filings the most significant restrictions on the payment of dividends, their pertinent provisions, and the amount of retained earnings or net income restricted or free of restrictions. Refer to Regulation S-X 4-08(e)(1).

to the Staff’s comments, the Company will include additional disclosures in its future filings concerning the most significant restrictions on the payment of dividends, their pertinent provisions, and the amount of retained earnings or net income restricted or free of restrictions. Read in the reply ↗