Delaware
|
94-2657368
|
(State or other jurisdiction of incorporation)
|
(I.R.S. Employer Identification No.)
|
6140 Stoneridge Mall Road, Suite 590
Pleasanton, California
|
94588
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $.10 par value, and
associated rights
|
|
New York Stock Exchange
|
Document
|
|
Part of Form 10-K
|
Portions of the Proxy Statement for the Annual Meeting
of Stockholders scheduled to be held in March 2014
|
|
Part III
|
|
|
|
PART I
|
|
Page
|
Item 1.
|
Business
|
|
Item 1A.
|
Risk Factors
|
|
Item 1B.
|
Unresolved Staff Comments
|
|
Item 2.
|
Properties
|
|
Item 3.
|
Legal Proceedings
|
|
Item 4.
|
Submission of Matters to a Vote of Security Holders
|
|
PART II
|
|
|
Item 5.
|
Market for Registrant's Common Equity and Related Stockholder Matters
|
|
Item 6.
|
Selected Financial Data
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 7A.
|
Quantitative and Qualitative Disclosure about Market Risk
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Item 9.
|
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
|
|
Item 9A.
|
Controls and Procedures
|
|
Item 9B.
|
Other Information
|
|
PART III
|
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
Item 14.
|
Principal Accounting Fees and Services
|
|
PART IV
|
|
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
|
|
•
|
Adverse changes in global or regional general business, political and economic conditions due to the current global economic downturn, including the impact of continuing uncertainty and instability of certain European Union countries which could adversely affect our global markets.
|
•
|
Foreign currency exchange rate and interest rate fluctuations including the risk of further declines in the value of the yen that would decrease our revenues and earnings.
|
•
|
Acquisition integration delays or costs or the requirement to record significant adjustments to the preliminary fair value of assets acquired and liabilities assumed within the measurement period.
|
•
|
A major disruption in the operations of our manufacturing, research and development or distribution facilities, due to technological problems, natural disasters or other causes.
|
•
|
Disruptions in supplies of raw materials, particularly components used to manufacture our silicone hydrogel lenses.
|
•
|
The impact of acquisitions or divestitures on revenues, earnings or margins.
|
•
|
Limitations on sales following new product introductions due to poor market acceptance.
|
•
|
New competitors, product innovations or technologies.
|
•
|
Reduced sales, loss of customers and costs and expenses related to recalls.
|
•
|
New U.S. and foreign government laws and regulations, and changes in existing laws, regulations and enforcement guidance, which affect the medical device industry and the healthcare industry generally.
|
•
|
Failures to receive, or delays in receiving, U.S. or foreign regulatory approvals for products.
|
•
|
Failure to obtain adequate coverage and reimbursement from third party payors for our products.
|
•
|
Compliance costs and potential liability in connection with U.S. and foreign healthcare regulations, including product recalls, and potential losses resulting from sales of counterfeit and other infringing products.
|
•
|
Legal costs, insurance expenses, settlement costs and the risk of an adverse decision or settlement related to product liability, patent protection or other litigation.
|
•
|
Changes in tax laws or their interpretation and changes in statutory tax rates.
|
•
|
The requirement to provide for a significant liability or to write off, or accelerate depreciation on, a significant asset, including goodwill.
|
•
|
The success of the Company’s research and development activities and other start-up projects.
|
•
|
Dilution to earnings per share from acquisitions or issuing stock.
|
•
|
Changes in accounting principles or estimates.
|
•
|
Environmental risks.
|
•
|
Other events described in our Securities and Exchange Commission filings, including the “Business” and “Risk Factors” sections in this Annual Report on Form 10-K for the fiscal year ended
October 31, 2013
, as such Risk Factors may be updated in quarterly filings.
|
|
|
|
•
|
Spherical lenses including lenses that correct near- and farsightedness uncomplicated by more complex visual defects.
|
•
|
Toric and multifocal lenses including lenses that, in addition to correcting near- and farsightedness, address more complex visual defects such as astigmatism and presbyopia by adding optical properties of cylinder and axis, which correct for irregularities in the shape of the cornea.
|
|
|
|
•
|
Producing high, medium and low volumes of lenses made with a variety of materials for a broader range of market niches: single-use, two-week, monthly and quarterly disposable sphere and toric lenses and custom toric lenses for patients with a high degree of astigmatism.
|
•
|
Offering a wide range of lens parameters, leading to a higher rate of successful fitting for practitioners and better visual acuity for patients.
|
|
|
|
|
|
|
|
|
|
•
|
Patient visits are for annual checkups, cancer screening, menstrual disorders, vaginitis (inflammation of vaginal tissue), treatment of abnormal Pap smears, osteoporosis (reduction in bone mass) and the management of menopause, pregnancy and reproductive management.
|
•
|
Ob/gyns traditionally provide the initial evaluation for women and their partners who seek infertility assistance. Ovulatory drugs and intrauterine insemination (IUI) are common treatments of these cases along with embryo transfer procedures.
|
•
|
Osteoporosis and incontinence have become frequent diagnoses as the female population ages. Early identification and treatment of these conditions will both improve women's health and help reduce overall costs of treatment.
|
•
|
Sterilization is a frequently performed surgical procedure.
|
•
|
Hysterectomy, one of the most commonly performed surgical procedures, is increasingly performed using a laparoscopic approach.
|
•
|
The trend to move hospital-based procedures to an office or clinical setting is continuing as seen with the endometrial ablation procedure.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
difficulties in, and expenses related to, the integration of the operations, technologies, products and personnel of the acquired company and establishment of appropriate accounting controls and reporting procedures and other regulatory compliance procedures;
|
•
|
risks of entering markets in which we have no or limited prior experience;
|
•
|
potential loss of employees;
|
•
|
an inability to identify and consummate future acquisitions on favorable terms or at all;
|
•
|
diversion of management's attention away from other business concerns;
|
•
|
expenses of any undisclosed or potential liabilities of the acquired company;
|
•
|
expenses, including restructuring expenses, to shut-down our own locations or terminate our employees;
|
•
|
a dilution of earnings per share; and
|
•
|
risks inherent in accounting allocations.
|
|
|
|
•
|
acceptance of our products by eye care and women's healthcare practitioners;
|
•
|
the cost competitiveness of our products;
|
•
|
consumer reluctance to try and use a new product;
|
•
|
regulatory requirements;
|
•
|
adequate coverage and reimbursement by third party payors;
|
•
|
the earlier release of competitive products, such as silicone hydrogel products, into the market by our competitors; and
|
•
|
the emergence of newer and more competitive products.
|
•
|
we may have difficulty enforcing intellectual property rights in some foreign countries;
|
•
|
we may have difficulty gaining market share in countries such as Japan because of regulatory restrictions and customer preferences;
|
•
|
we may find it difficult to grow in emerging markets such as China, India and other developing nations due to, among other things, customer acceptance, undeveloped distribution channels, regulatory restrictions and business knowledge of these new markets;
|
•
|
tax rates in some foreign countries may exceed those of the United States, and foreign earnings may be subject to withholding requirements or the imposition of tariffs, exchange controls or other restrictions;
|
•
|
we may find it difficult to comply with a variety of United States and foreign compliance and regulatory requirements such as the Foreign Corrupt Practices Act, the Dodd-Frank Act and the U.K. Bribery Act;
|
•
|
we may find it difficult to manage a large organization spread throughout various countries;
|
•
|
fluctuations in currency exchange rates could adversely affect our results;
|
|
|
|
•
|
foreign customers may have longer payment cycles than customers in the United States;
|
•
|
failure to comply with United States Department of Commerce export controls may result in fines and/or penalties;
|
•
|
general economic and political conditions in the countries where we operate may have an adverse effect on our operations in those countries or not be favorable to our growth strategy;
|
•
|
foreign governments may adopt regulations or take other actions that would have a direct or indirect adverse impact on our business and market opportunities; and
|
•
|
we may have difficulty enforcing agreements and collecting receivables through some foreign legal systems.
|
|
|
|
|
|
|
•
|
be expensive and time consuming to prosecute or defend;
|
•
|
result in a finding that we do not have certain intellectual property rights or that such rights lack sufficient scope or strength;
|
•
|
divert management's attention and resources; or
|
•
|
require us to license our intellectual property.
|
|
|
|
•
|
be expensive and time consuming to defend;
|
•
|
cause us to cease making, licensing or using products that incorporate the challenged intellectual property;
|
•
|
require us to redesign or reengineer our products, if feasible;
|
•
|
divert management's attention and resources; or
|
•
|
require us to enter into royalty or licensing agreements in order to obtain the right to use a necessary product, component or process.
|
|
|
|
•
|
increase our vulnerability to general adverse economic and industry conditions;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, research and development efforts and other general corporate purposes;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
|
place us at a competitive disadvantage compared to our competitors that have less debt;
|
•
|
limit our ability to borrow additional funds; and
|
•
|
make it more difficult for us to satisfy our obligations with respect to our debt, including our obligation to repay our credit facilities under certain circumstances.
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
A 2.3 percent excise tax on any entity that manufactures or imports medical devices offered for sale in the United States, with limited exceptions, which exceptions include all contact lenses;
|
•
|
A new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with funding for such research;
|
•
|
New reporting and disclosure requirements on medical device manufacturers for any “transfer of value” made or distributed to prescribers and other healthcare providers, and any ownership and investment
|
|
|
|
•
|
Payment system reforms including a national pilot program on payment bundling to encourage hospitals, physicians and other providers to improve the coordination, quality and efficiency of certain healthcare services through bundled payment models;
|
•
|
Creation of the Independent Payment Advisory Board which, beginning in 2014, will have authority to recommend certain changes to reduce Medicare spending and those recommendations could have the effect of law even if Congress doesn't act on the recommendations; and
|
•
|
Establishment of a Center for Medicare Innovation at the Centers for Medicare & Medicaid Services to test innovative payment and service delivery models to lower Medicare and Medicaid spending.
|
|
|
|
|
|
|
Location
|
Approximate
Square Feet
|
|
Operations
|
|
AMERICAS
|
|
|
|
|
United States
|
|
|
|
|
California
|
112,727
|
|
|
Executive offices; CooperVision research & development and CooperVision administrative offices; CooperSurgical manufacturing and distribution
|
New York
|
390,277
|
|
|
CooperVision manufacturing, marketing, distribution and administrative offices
|
Connecticut
|
210,837
|
|
|
CooperSurgical manufacturing, marketing, distribution, research & development and administrative offices
|
Texas
|
33,630
|
|
|
CooperSurgical manufacturing
|
Wisconsin
|
18,000
|
|
|
CooperSurgical manufacturing
|
New Jersey
|
10,600
|
|
|
CooperSurgical marketing
|
Puerto Rico
|
|
|
|
|
Juana Diaz
|
333,124
|
|
|
CooperVision manufacturing and distribution
|
Canada
|
|
|
|
|
Ontario
|
11,647
|
|
|
CooperVision marketing
|
Brazil
|
|
|
|
|
Sao Paulo
|
17,545
|
|
|
CooperVision marketing and distribution
|
EMEA
|
|
|
|
|
United Kingdom
|
|
|
|
|
Hampshire
|
493,128
|
|
|
CooperVision manufacturing, marketing, distribution, research & development and administrative offices; CooperSurgical marketing
|
Belgium
|
|
|
|
|
Liege
|
119,146
|
|
|
CooperVision distribution
|
Denmark
|
|
|
|
|
Malov
|
63,787
|
|
|
CooperSurgical manufacturing, marketing and administrative offices
|
Germany
|
|
|
|
|
Berlin
|
13,255
|
|
|
CooperSurgical manufacturing, marketing and distribution
|
Frankfurt
|
14,694
|
|
|
CooperVision marketing and distribution
|
Italy
|
|
|
|
|
Milan
|
29,150
|
|
|
CooperVision marketing and distribution
|
Firenze
|
2,047
|
|
|
CooperSurgical marketing
|
Spain
|
|
|
|
|
Madrid
|
29,301
|
|
|
CooperVision marketing and distribution
|
Barcelona
|
1,377
|
|
|
CooperSurgical marketing
|
South Africa
|
|
|
|
|
Johannesburg
|
13,250
|
|
|
CooperVision marketing and distribution
|
France
|
|
|
|
|
Nice
|
12,184
|
|
|
CooperVision marketing and distribution
|
ASIA PACIFIC
|
|
|
|
|
Japan
|
63,590
|
|
|
CooperVision manufacturing, marketing, distribution and administrative offices; CooperSurgical marketing
|
Australia
|
29,973
|
|
|
CooperVision manufacturing, marketing, distribution and administrative offices
|
Other Asia Pacific
|
45,187
|
|
|
CooperVision and CooperSurgical marketing and distribution
|
|
2013
|
|
2012
|
||||||||||||
Quarterly Common Stock Price Range
Years Ended October 31,
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
Fiscal Quarter Ended
|
|
|
|
|
|
|
|
||||||||
January 31
|
$
|
102.47
|
|
|
$
|
88.80
|
|
|
$
|
73.28
|
|
|
$
|
52.60
|
|
April 30
|
$
|
110.85
|
|
|
$
|
100.24
|
|
|
$
|
88.74
|
|
|
$
|
72.41
|
|
July 31
|
$
|
129.06
|
|
|
$
|
105.71
|
|
|
$
|
89.31
|
|
|
$
|
72.44
|
|
October 31
|
$
|
135.41
|
|
|
$
|
124.00
|
|
|
$
|
100.92
|
|
|
$
|
71.40
|
|
|
10/08
|
1
|
|
10/09
|
|
10/10
|
|
10/11
|
|
10/12
|
|
10/13
|
||||||||||||
The Cooper Companies, Inc.
|
$
|
100.00
|
|
|
$
|
170.42
|
|
|
$
|
300.66
|
|
|
$
|
422.67
|
|
|
$
|
585.89
|
|
|
$
|
789.16
|
|
|
S&P Smallcap 600
|
$
|
100.00
|
|
|
$
|
105.56
|
|
|
$
|
133.30
|
|
|
$
|
147.34
|
|
|
$
|
167.38
|
|
|
$
|
232.80
|
|
|
S&P Health Care Equipment
|
$
|
100.00
|
|
|
$
|
95.53
|
|
|
$
|
99.35
|
|
|
$
|
105.90
|
|
|
$
|
120.91
|
|
|
$
|
151.80
|
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
Per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
|
Maximum Approximate
Dollar Value of Shares
that May Yet Be
Purchased Under
Publicly Announced
Plans or Programs
|
||||||
8/1/13 – 8/31/13
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
184,500,000
|
|
9/1/13 – 9/30/13
|
|
177,526
|
|
|
$
|
129.72
|
|
|
177,526
|
|
|
$
|
161,500,000
|
|
10/1/13 – 10/31/13
|
|
782,725
|
|
|
$
|
127.68
|
|
|
782,725
|
|
|
$
|
61,500,000
|
|
Total
|
|
960,251
|
|
|
$
|
128.06
|
|
|
960,251
|
|
|
|
Plan Category
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(1)
(A)
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(B)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A)
(C)
|
Equity compensation plans
approved by shareholders
(2)
|
2,355,861
|
|
$54.58
|
|
1,855,841
|
Equity compensation plans not
approved by shareholders
|
—
|
|
—
|
|
—
|
Total
|
2,355,861
|
|
$54.58
|
|
1,855,841
|
Years Ended October 31,
(In thousands, except per share amounts)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Consolidated Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,587,725
|
|
|
$
|
1,445,136
|
|
|
$
|
1,330,835
|
|
|
$
|
1,158,517
|
|
|
$
|
1,080,421
|
|
Gross profit
|
$
|
1,026,808
|
|
|
$
|
924,010
|
|
|
$
|
804,804
|
|
|
$
|
676,723
|
|
|
$
|
596,494
|
|
Income before income taxes
|
$
|
312,271
|
|
|
$
|
275,452
|
|
|
$
|
192,764
|
|
|
$
|
124,426
|
|
|
$
|
114,828
|
|
Net income attributable to
Cooper stockholders
|
$
|
296,151
|
|
|
$
|
248,339
|
|
|
$
|
175,430
|
|
|
$
|
112,803
|
|
|
$
|
100,548
|
|
Diluted earnings per share attributable to Cooper stockholders
|
$
|
5.96
|
|
|
$
|
5.05
|
|
|
$
|
3.63
|
|
|
$
|
2.43
|
|
|
$
|
2.21
|
|
Number of shares used to compute diluted earnings per share
|
49,685
|
|
|
49,152
|
|
|
48,309
|
|
|
46,505
|
|
|
45,478
|
|
|||||
Dividends paid per share
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
Consolidated Financial Position
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
747,241
|
|
|
$
|
657,860
|
|
|
$
|
540,347
|
|
|
$
|
491,340
|
|
|
$
|
503,878
|
|
Property, plant and equipment, net
|
739,867
|
|
|
640,255
|
|
|
609,205
|
|
|
593,887
|
|
|
602,568
|
|
|||||
Goodwill
|
1,387,611
|
|
|
1,370,247
|
|
|
1,276,567
|
|
|
1,261,976
|
|
|
1,257,029
|
|
|||||
Other intangible assets, net
|
198,769
|
|
|
214,783
|
|
|
128,341
|
|
|
114,177
|
|
|
114,700
|
|
|||||
Other assets
|
63,773
|
|
|
58,239
|
|
|
70,058
|
|
|
63,638
|
|
|
73,732
|
|
|||||
|
$
|
3,137,261
|
|
|
$
|
2,941,384
|
|
|
$
|
2,624,518
|
|
|
$
|
2,525,018
|
|
|
$
|
2,551,907
|
|
Short-term debt
|
$
|
42,987
|
|
|
$
|
25,284
|
|
|
$
|
52,979
|
|
|
$
|
19,159
|
|
|
$
|
9,844
|
|
Other current liabilities
|
278,266
|
|
|
237,268
|
|
|
214,227
|
|
|
180,361
|
|
|
165,570
|
|
|||||
Long-term debt
|
301,670
|
|
|
348,422
|
|
|
327,453
|
|
|
591,977
|
|
|
771,630
|
|
|||||
Other liabilities
|
90,844
|
|
|
117,252
|
|
|
92,371
|
|
|
66,745
|
|
|
64,521
|
|
|||||
Total liabilities
|
713,767
|
|
|
728,226
|
|
|
687,030
|
|
|
858,242
|
|
|
1,011,565
|
|
|||||
Stockholders' equity
|
2,423,494
|
|
|
2,213,158
|
|
|
1,937,488
|
|
|
1,666,776
|
|
|
1,540,342
|
|
|||||
|
$
|
3,137,261
|
|
|
$
|
2,941,384
|
|
|
$
|
2,624,518
|
|
|
$
|
2,525,018
|
|
|
$
|
2,551,907
|
|
•
|
Net sales up 10% to $1.6 billion from $1.4 billion in fiscal year 2012.
|
•
|
Gross margin 65% of net sales up from 64%.
|
•
|
Operating income up 8% to $305.9 million from $283.4 million.
|
•
|
Interest expense down 22% to $9.2 million from $11.8 million.
|
•
|
Diluted earnings per share up 18% to $5.96 from $5.05.
|
•
|
Operating cash flow $415.9 million up 32% from $315.1 million.
|
Years Ended October 31,
|
2013
|
|
2013 vs. 2012 % Change
|
|
2012
|
|
2012 vs. 2011 % Change
|
|
2011
|
|||||
Net sales
|
100
|
%
|
|
10
|
%
|
|
100
|
%
|
|
9
|
%
|
|
100
|
%
|
Cost of sales
|
35
|
%
|
|
8
|
%
|
|
36
|
%
|
|
(1
|
)%
|
|
40
|
%
|
Gross profit
|
65
|
%
|
|
11
|
%
|
|
64
|
%
|
|
15
|
%
|
|
60
|
%
|
Selling, general and administrative expense
|
38
|
%
|
|
8
|
%
|
|
39
|
%
|
|
10
|
%
|
|
38
|
%
|
Research and development expense
|
4
|
%
|
|
14
|
%
|
|
4
|
%
|
|
19
|
%
|
|
3
|
%
|
Amortization of intangibles
|
2
|
%
|
|
26
|
%
|
|
1
|
%
|
|
17
|
%
|
|
2
|
%
|
Loss on divestiture of Aime
|
2
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Operating income
|
19
|
%
|
|
8
|
%
|
|
20
|
%
|
|
25
|
%
|
|
17
|
%
|
•
|
CooperVision develops, manufactures and markets a broad range of soft contact lenses for the worldwide vision correction market.
|
•
|
CooperSurgical develops, manufactures and markets medical devices and procedure solutions to improve healthcare delivery to women.
|
($ in millions)
|
2013 vs. 2012
|
|
% Change
|
|
2012 vs. 2011
|
|
% Change
|
||||||
CooperVision
|
$
|
79.1
|
|
|
7
|
%
|
|
$
|
68.1
|
|
|
6
|
%
|
CooperSurgical
|
63.5
|
|
|
25
|
%
|
|
46.2
|
|
|
22
|
%
|
||
|
$
|
142.6
|
|
|
10
|
%
|
|
$
|
114.3
|
|
|
9
|
%
|
•
|
Spherical lenses including lenses that correct near- and farsightedness uncomplicated by more complex visual defects.
|
•
|
Toric and multifocal lenses including lenses that, in addition to correcting near- and farsightedness, address more complex visual defects such as astigmatism and presbyopia by adding optical properties of cylinder and axis, which correct for irregularities in the shape of the cornea.
|
($ in millions)
|
2013
|
|
2012
|
|
% Change
|
|||||
Americas
|
$
|
546.2
|
|
|
$
|
498.9
|
|
|
9
|
%
|
EMEA
|
439.4
|
|
|
402.3
|
|
|
9
|
%
|
||
Asia Pacific
|
282.7
|
|
|
288.0
|
|
|
(2
|
)%
|
||
|
$
|
1,268.3
|
|
|
$
|
1,189.2
|
|
|
7
|
%
|
•
|
Net sales up 9% to $1.4 billion from $1.3 billion in fiscal year 2011.
|
•
|
Gross margin 64% of net sales up from 60%.
|
•
|
Operating income up 25% to $283.4 million from $227.6 million.
|
•
|
Interest expense down 32% to $11.8 million from $17.3 million.
|
•
|
Diluted earnings per share up 39% to $5.05 from $3.63.
|
•
|
Operating cash flow $315.1 million down 6% from $336.3 million.
|
Years Ended October 31,
|
2012
|
|
2012 vs. 2011
% Change
|
|
2011
|
|
2011 vs. 2010
% Change
|
|
2010
|
|||||
Net sales
|
100
|
%
|
|
9
|
%
|
|
100
|
%
|
|
15
|
%
|
|
100
|
%
|
Cost of sales
|
36
|
%
|
|
(1
|
)%
|
|
40
|
%
|
|
9
|
%
|
|
42
|
%
|
Gross profit
|
64
|
%
|
|
15
|
%
|
|
60
|
%
|
|
19
|
%
|
|
58
|
%
|
Selling, general and administrative expense
|
39
|
%
|
|
10
|
%
|
|
38
|
%
|
|
18
|
%
|
|
37
|
%
|
Research and development expense
|
4
|
%
|
|
19
|
%
|
|
3
|
%
|
|
24
|
%
|
|
3
|
%
|
Amortization of intangibles
|
1
|
%
|
|
17
|
%
|
|
2
|
%
|
|
14
|
%
|
|
2
|
%
|
Operating income
|
20
|
%
|
|
25
|
%
|
|
17
|
%
|
|
20
|
%
|
|
16
|
%
|
($ in millions)
|
2012 vs. 2011
|
|
% Change
|
|
2011 vs. 2010
|
|
% Change
|
||||||
CooperVision
|
$
|
68.1
|
|
|
6
|
%
|
|
$
|
150.6
|
|
|
16
|
%
|
CooperSurgical
|
46.2
|
|
|
22
|
%
|
|
21.7
|
|
|
12
|
%
|
||
|
$
|
114.3
|
|
|
9
|
%
|
|
$
|
172.3
|
|
|
15
|
%
|
($ in millions)
|
2012
|
|
2011
|
|
% Change
|
|||||
Americas
|
$
|
498.9
|
|
|
$
|
469.7
|
|
|
6
|
%
|
EMEA
|
402.3
|
|
|
398.5
|
|
|
1
|
%
|
||
Asia Pacific
|
288.0
|
|
|
252.9
|
|
|
14
|
%
|
||
|
$
|
1,189.2
|
|
|
$
|
1,121.1
|
|
|
6
|
%
|
Gross Profit Percentage of Net Sales
|
2013
|
|
2012
|
|
2011
|
|||
CooperVision
|
65
|
%
|
|
63
|
%
|
|
60
|
%
|
CooperSurgical
|
64
|
%
|
|
66
|
%
|
|
65
|
%
|
Consolidated
|
65
|
%
|
|
64
|
%
|
|
60
|
%
|
($ in millions)
|
2013
|
|
% Net
Sales
|
|
% Change
|
|
2012
|
|
% Net
Sales
|
|
% Change
|
|
2011
|
|
% Net
Sales
|
|||||||||||
CooperVision
|
$
|
448.2
|
|
|
35
|
%
|
|
3
|
%
|
|
$
|
433.5
|
|
|
36
|
%
|
|
6
|
%
|
|
$
|
410.2
|
|
|
37
|
%
|
CooperSurgical
|
118.5
|
|
|
37
|
%
|
|
27
|
%
|
|
93.0
|
|
|
36
|
%
|
|
32
|
%
|
|
70.6
|
|
|
34
|
%
|
|||
Corporate
|
44.0
|
|
|
—
|
|
|
15
|
%
|
|
38.4
|
|
|
—
|
|
|
19
|
%
|
|
32.3
|
|
|
—
|
|
|||
|
$
|
610.7
|
|
|
38
|
%
|
|
8
|
%
|
|
$
|
564.9
|
|
|
39
|
%
|
|
10
|
%
|
|
$
|
513.1
|
|
|
38
|
%
|
($ in millions)
|
2013
|
|
% Net
Sales
|
|
% Change
|
|
2012
|
|
% Net
Sales
|
|
% Change
|
|
2011
|
|
% Net
Sales
|
|||||||||||
CooperVision
|
$
|
46.4
|
|
|
4
|
%
|
|
10
|
%
|
|
$
|
42.3
|
|
|
4
|
%
|
|
14
|
%
|
|
$
|
37.0
|
|
|
3
|
%
|
CooperSurgical
|
12.4
|
|
|
4
|
%
|
|
32
|
%
|
|
9.4
|
|
|
4
|
%
|
|
43
|
%
|
|
6.6
|
|
|
3
|
%
|
|||
|
$
|
58.8
|
|
|
4
|
%
|
|
14
|
%
|
|
$
|
51.7
|
|
|
4
|
%
|
|
19
|
%
|
|
$
|
43.6
|
|
|
3
|
%
|
($ in millions)
|
2013
|
|
% Net
Sales
|
|
% Change
|
|
2012
|
|
% Net
Sales
|
|
% Change
|
|
2011
|
|
% Net
Sales
|
|||||||||||
CooperVision
|
$
|
289.3
|
|
|
23
|
%
|
|
10
|
%
|
|
$
|
262.8
|
|
|
22
|
%
|
|
27
|
%
|
|
$
|
207.5
|
|
|
19
|
%
|
CooperSurgical
|
60.6
|
|
|
19
|
%
|
|
3
|
%
|
|
59.0
|
|
|
23
|
%
|
|
12
|
%
|
|
52.4
|
|
|
25
|
%
|
|||
Corporate
|
(44.0
|
)
|
|
—
|
|
|
(15
|
)%
|
|
(38.4
|
)
|
|
—
|
|
|
(19
|
)%
|
|
(32.3
|
)
|
|
—
|
|
|||
|
$
|
305.9
|
|
|
19
|
%
|
|
8
|
%
|
|
$
|
283.4
|
|
|
20
|
%
|
|
25
|
%
|
|
$
|
227.6
|
|
|
17
|
%
|
Years Ended October 31,
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Foreign exchange gain (loss)
|
$
|
0.1
|
|
|
$
|
(1.5
|
)
|
|
$
|
(1.0
|
)
|
Other, net
|
1.3
|
|
|
1.7
|
|
|
—
|
|
|||
|
$
|
1.4
|
|
|
$
|
0.2
|
|
|
$
|
(1.0
|
)
|
•
|
Operating cash flow $415.9 million up from $315.1 million in fiscal 2012.
|
•
|
Expenditures for purchases of property, plant and equipment $178.1 million up from $99.8 million in fiscal 2012.
|
•
|
Cash payments for acquisitions totaled $13.3 million compared to $145.3 million in fiscal 2012.
|
•
|
Total debt decreased to $344.7 million at the end of fiscal 2013 from $373.7 million at the end of fiscal 2012.
|
Years Ended October 31,
($ in millions)
|
2013
|
|
2012
|
||||
Cash and cash equivalents
|
$
|
77.4
|
|
|
$
|
12.8
|
|
Total assets
|
$
|
3,137.3
|
|
|
$
|
2,941.4
|
|
Working capital
|
$
|
426.0
|
|
|
$
|
395.3
|
|
Total debt
|
$
|
344.7
|
|
|
$
|
373.7
|
|
Stockholders’ equity
|
$
|
2,423.5
|
|
|
$
|
2,213.2
|
|
Ratio of debt to equity
|
0.14:1
|
|
|
0.17:1
|
|
||
Debt as a percentage of total capitalization
|
12
|
%
|
|
14
|
%
|
Payments Due by Period
(In millions)
|
Total
|
|
2014
|
|
2015
& 2016
|
|
2017
& 2018
|
|
2019
& Beyond
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
$
|
301.7
|
|
|
$
|
—
|
|
|
$
|
4.6
|
|
|
$
|
296.6
|
|
|
$
|
0.5
|
|
Interest payments
|
15.9
|
|
|
4.9
|
|
|
6.1
|
|
|
4.9
|
|
|
—
|
|
|||||
Operating leases
|
119.0
|
|
|
20.8
|
|
|
30.8
|
|
|
23.2
|
|
|
44.2
|
|
|||||
Land and building construction
|
11.4
|
|
|
11.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consideration for marketing rights
|
2.5
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Contingent consideration
|
2.6
|
|
|
1.3
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
453.1
|
|
|
40.9
|
|
|
42.8
|
|
|
324.7
|
|
|
44.7
|
|
|||||
Commercial commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Stand-by letters of credit
|
3.0
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
456.1
|
|
|
$
|
43.9
|
|
|
$
|
42.8
|
|
|
$
|
324.7
|
|
|
$
|
44.7
|
|
•
|
Revenue recognition - We recognize product net sales, net of discounts, returns, and rebates in accordance with related accounting standards and SEC Staff Accounting Bulletins. As required by these standards, we recognize revenue when it is realized or realizable and earned, based on terms of sale with the customer, where persuasive evidence of an agreement exists, delivery has occurred, the seller's price is fixed and determinable and collectability is reasonably assured. For contact lenses as well as CooperSurgical medical devices, diagnostic products and surgical instruments and accessories, this primarily occurs when title and risk of ownership transfers to our customers. We believe our revenue recognition policies are appropriate in all circumstances, and that our policies are reflective of our customer arrangements. We record, based on historical statistics, estimated reductions to revenue for customer incentive programs offered including cash discounts, promotional and advertising allowances, volume discounts, contractual pricing allowances, rebates and specifically established customer product return programs. The Company records taxes collected from customers on a net basis, as these taxes are not included in net sales.
|
•
|
Net realizable value of inventory - In assessing the value of inventories, we make estimates and judgments regarding aging of inventories and other relevant issues potentially affecting the saleable condition of products and estimated prices at which those products will sell. On an ongoing basis,
|
•
|
Valuation of goodwill - We account for goodwill and evaluate our goodwill balances and test them for impairment annually during the fiscal third quarter and when an event occurs or circumstances change such that it is reasonably possible that impairment may exist in accordance with related accounting standards. We performed our annual impairment test in our fiscal third quarter of 2013, and our analysis indicated that we had
no
impairment of goodwill. We performed our annual impairment test in our fiscal third quarter of 2012 and concluded that we had
no
impairment of goodwill in that year.
|
•
|
Business combinations - We routinely consummate business combinations. Results of operations for acquired companies are included in our consolidated results of operations from the date of acquisition. We recognize separately from goodwill, the identifiable assets acquired, including acquired in-process research and development, the liabilities assumed, and any noncontrolling interest in the acquiree generally at the acquisition date fair values as defined by accounting standards related to fair value measurements. As of the acquisition date, goodwill is measured as the excess of consideration given, generally measured at fair value, and the net of the acquisition date fair values of the identifiable assets acquired and the liabilities assumed. Direct acquisition costs are expensed as incurred.
|
•
|
Income taxes - We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using
|
•
|
Share-Based Compensation - The Company grants various share-based compensation awards, including stock options, performance unit shares, restricted stock and restricted stock units. Under fair value recognition provisions, share-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment, including estimating Cooper's stock price volatility, employee exercise behaviors and related employee forfeiture rates.
|
October 31,
(In millions)
|
2013
|
|
2012
|
||||
Short-term debt
|
$
|
43.0
|
|
|
$
|
25.3
|
|
Long-term debt
|
301.7
|
|
|
348.4
|
|
||
Total
|
$
|
344.7
|
|
|
$
|
373.7
|
|
Expected Maturity Date Fiscal Year
($ in millions)
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|
Fair
Value
|
||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed interest rate
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
1.7
|
|
|
$
|
1.7
|
|
Average interest rate
|
2.1
|
%
|
|
2.5
|
%
|
|
3.1
|
%
|
|
4.8
|
%
|
|
4.8
|
%
|
|
4.8
|
%
|
|
|
|
|
||||||||||
Variable interest rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.8
|
|
|
$15.0
|
|
$281.2
|
|
$
|
—
|
|
|
$300.0
|
|
$300.0
|
||||||||
Average interest rate
|
1.0
|
%
|
|
1.0
|
%
|
|
1.0
|
%
|
|
1.0
|
%
|
|
1.0
|
%
|
|
—
|
|
|
|
|
|
Years Ended October 31,
(In thousands, except per share amounts)
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales
|
$
|
1,587,725
|
|
|
$
|
1,445,136
|
|
|
$
|
1,330,835
|
|
Cost of sales
|
560,917
|
|
|
521,126
|
|
|
526,031
|
|
|||
Gross profit
|
1,026,808
|
|
|
924,010
|
|
|
804,804
|
|
|||
Selling, general and administrative expense
|
610,735
|
|
|
564,903
|
|
|
513,138
|
|
|||
Research and development expense
|
58,827
|
|
|
51,730
|
|
|
43,581
|
|
|||
Amortization of intangibles
|
30,239
|
|
|
23,979
|
|
|
20,529
|
|
|||
Loss on divestiture of Aime
|
21,062
|
|
|
—
|
|
|
—
|
|
|||
Operating income
|
305,945
|
|
|
283,398
|
|
|
227,556
|
|
|||
Interest expense
|
9,168
|
|
|
11,771
|
|
|
17,342
|
|
|||
Gain on insurance proceeds
|
14,084
|
|
|
5,000
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
1,404
|
|
|
16,487
|
|
|||
Other income (expense), net
|
1,410
|
|
|
229
|
|
|
(963
|
)
|
|||
Income before income taxes
|
312,271
|
|
|
275,452
|
|
|
192,764
|
|
|||
Provision for income taxes
|
15,365
|
|
|
26,808
|
|
|
17,334
|
|
|||
Net income
|
296,906
|
|
|
248,644
|
|
|
175,430
|
|
|||
Income attributable to noncontrolling interests
|
755
|
|
|
305
|
|
|
—
|
|
|||
Net income attributable to Cooper stockholders
|
$
|
296,151
|
|
|
$
|
248,339
|
|
|
$
|
175,430
|
|
Earnings per share attributable to Cooper stockholders - basic
|
$
|
6.09
|
|
|
$
|
5.18
|
|
|
$
|
3.74
|
|
Earnings per share attributable to Cooper stockholders - diluted
|
$
|
5.96
|
|
|
$
|
5.05
|
|
|
$
|
3.63
|
|
Number of shares used to compute earnings per share attributable to Cooper stockholders:
|
|
|
|
|
|
||||||
Basic
|
48,615
|
|
|
47,913
|
|
|
46,904
|
|
|||
Diluted
|
49,685
|
|
|
49,152
|
|
|
48,309
|
|
Years Ended October 31,
(In thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
296,906
|
|
|
$
|
248,644
|
|
|
$
|
175,430
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
2,607
|
|
|
(4,658
|
)
|
|
5,817
|
|
|||
Change in value of derivative instruments, net of tax provision (benefit) of $857, $289 and $(1,307), respectively
|
1,341
|
|
|
452
|
|
|
(3,798
|
)
|
|||
Change in minimum pension liability, net of tax provision (benefit) $7,399, $(5,764) and $(1,806), respectively
|
11,601
|
|
|
(8,986
|
)
|
|
(2,804
|
)
|
|||
Unrealized gain on marketable securities, net of tax provision of $0, $20 and $5, respectively
|
—
|
|
|
41
|
|
|
9
|
|
|||
Reclassification of realized gain on marketable securities to net income, net of tax of $27
|
(50
|
)
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income (loss)
|
15,499
|
|
|
(13,151
|
)
|
|
(776
|
)
|
|||
Comprehensive income
|
312,405
|
|
|
235,493
|
|
|
174,654
|
|
|||
Comprehensive loss (income) attributable to noncontrolling interests
|
717
|
|
|
(285
|
)
|
|
—
|
|
|||
Comprehensive income attributable to Cooper stockholders
|
$
|
313,122
|
|
|
$
|
235,208
|
|
|
$
|
174,654
|
|
October 31,
(In thousands)
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
77,393
|
|
|
$
|
12,840
|
|
Trade accounts receivable, net of allowance for doubtful accounts of $5,261 at October 31, 2013 and $4,374 at October 31, 2012
|
229,537
|
|
|
234,297
|
|
||
Inventories
|
338,917
|
|
|
320,199
|
|
||
Deferred tax assets
|
41,179
|
|
|
39,417
|
|
||
Prepaid expense and other current assets
|
60,215
|
|
|
51,107
|
|
||
Total current assets
|
747,241
|
|
|
657,860
|
|
||
Property, plant and equipment, at cost
|
1,240,576
|
|
|
1,060,086
|
|
||
Less: accumulated depreciation and amortization
|
500,709
|
|
|
419,831
|
|
||
|
739,867
|
|
|
640,255
|
|
||
Goodwill
|
1,387,611
|
|
|
1,370,247
|
|
||
Other intangibles, net
|
198,769
|
|
|
214,783
|
|
||
Deferred tax assets
|
16,279
|
|
|
14,434
|
|
||
Other assets
|
47,494
|
|
|
43,805
|
|
||
|
$
|
3,137,261
|
|
|
$
|
2,941,384
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
42,987
|
|
|
$
|
25,284
|
|
Accounts payable
|
108,172
|
|
|
85,056
|
|
||
Employee compensation and benefits
|
63,414
|
|
|
59,441
|
|
||
Accrued income taxes
|
2,518
|
|
|
3,640
|
|
||
Other current liabilities
|
104,162
|
|
|
89,131
|
|
||
Total current liabilities
|
321,253
|
|
|
262,552
|
|
||
Long-term debt
|
301,670
|
|
|
348,422
|
|
||
Deferred tax liabilities
|
24,883
|
|
|
30,971
|
|
||
Accrued pension liability and other
|
65,961
|
|
|
86,281
|
|
||
Total liabilities
|
713,767
|
|
|
728,226
|
|
||
Commitments and contingencies (see Note 11)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, 10 cents par value, shares authorized: 1,000; zero shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, 10 cents par value, shares authorized: 120,000; issued 50,335 at October 31, 2013 and 49,447 at October 31, 2012
|
5,034
|
|
|
4,945
|
|
||
Additional paid-in capital
|
1,329,329
|
|
|
1,265,202
|
|
||
Accumulated other comprehensive loss
|
(15,762
|
)
|
|
(31,261
|
)
|
||
Retained earnings
|
1,311,851
|
|
|
1,018,618
|
|
||
Treasury stock at cost: 2,340 shares at October 31, 2013 and 1,007 shares at October 31, 2012
|
(225,917
|
)
|
|
(64,753
|
)
|
||
Total Cooper stockholders' equity
|
2,404,535
|
|
|
2,192,751
|
|
||
Noncontrolling interests
|
18,959
|
|
|
20,407
|
|
||
Stockholders’ equity
|
2,423,494
|
|
|
2,213,158
|
|
||
|
$
|
3,137,261
|
|
|
$
|
2,941,384
|
|
|
Common Shares
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Retained Earnings
|
|
Treasury Stock
|
|
Noncontrolling Interests
|
|
Total
Stockholders' Equity |
||||||||||||||||||||||
(In thousands)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance at October 31, 2010
|
45,827
|
|
|
$
|
4,583
|
|
|
313
|
|
|
$
|
31
|
|
|
$
|
1,083,779
|
|
|
$
|
(17,334
|
)
|
|
$
|
600,522
|
|
|
$
|
(4,805
|
)
|
|
$
|
—
|
|
|
$
|
1,666,776
|
|
Net income attributable to Cooper stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175,430
|
|
|
—
|
|
|
—
|
|
|
175,430
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(776
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(776
|
)
|
||||||||
Issuance of common stock for stock plans
|
2,019
|
|
|
202
|
|
|
(144
|
)
|
|
(14
|
)
|
|
79,632
|
|
|
—
|
|
|
—
|
|
|
2,215
|
|
|
—
|
|
|
82,035
|
|
||||||||
Tax benefit from exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,963
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,963
|
|
||||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,816
|
)
|
|
—
|
|
|
—
|
|
|
(2,816
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,876
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,876
|
|
||||||||
Balance at October 31, 2011
|
47,846
|
|
|
$
|
4,785
|
|
|
169
|
|
|
$
|
17
|
|
|
$
|
1,180,250
|
|
|
$
|
(18,110
|
)
|
|
$
|
773,136
|
|
|
$
|
(2,590
|
)
|
|
$
|
—
|
|
|
$
|
1,937,488
|
|
Net income attributable to Cooper stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248,339
|
|
|
—
|
|
|
—
|
|
|
248,339
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,151
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,151
|
)
|
||||||||
Issuance of common stock for stock plans
|
1,578
|
|
|
157
|
|
|
(146
|
)
|
|
(14
|
)
|
|
45,923
|
|
|
—
|
|
|
—
|
|
|
8,987
|
|
|
—
|
|
|
55,053
|
|
||||||||
Treasury stock repurchase
|
(984
|
)
|
|
(98
|
)
|
|
984
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71,150
|
)
|
|
—
|
|
|
(71,150
|
)
|
||||||||
Tax benefit from exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,566
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,566
|
|
||||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,857
|
)
|
|
—
|
|
|
—
|
|
|
(2,857
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,540
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,540
|
|
||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,407
|
|
|
20,330
|
|
||||||||
Balance at October 31, 2012
|
48,440
|
|
|
$
|
4,844
|
|
|
1,007
|
|
|
$
|
101
|
|
|
$
|
1,265,202
|
|
|
$
|
(31,261
|
)
|
|
$
|
1,018,618
|
|
|
$
|
(64,753
|
)
|
|
$
|
20,407
|
|
|
$
|
2,213,158
|
|
Net income attributable to Cooper stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
296,151
|
|
|
—
|
|
|
—
|
|
|
296,151
|
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,499
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,499
|
|
||||||||
Issuance of common stock for stock plans
|
976
|
|
|
98
|
|
|
(88
|
)
|
|
(9
|
)
|
|
13,028
|
|
|
—
|
|
|
—
|
|
|
6,170
|
|
|
—
|
|
|
19,287
|
|
||||||||
Treasury stock repurchase
|
(1,421
|
)
|
|
(142
|
)
|
|
1,421
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(167,334
|
)
|
|
—
|
|
|
(167,334
|
)
|
||||||||
Tax benefit from exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,799
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,799
|
|
||||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,918
|
)
|
|
—
|
|
|
—
|
|
|
(2,918
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,538
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,538
|
|
||||||||
Purchase of shares from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
762
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,062
|
)
|
|
(300
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,141
|
)
|
|
(1,141
|
)
|
||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
755
|
|
|
755
|
|
||||||||
Balance at October 31, 2013
|
47,995
|
|
|
$
|
4,800
|
|
|
2,340
|
|
|
$
|
234
|
|
|
$
|
1,329,329
|
|
|
$
|
(15,762
|
)
|
|
$
|
1,311,851
|
|
|
$
|
(225,917
|
)
|
|
$
|
18,959
|
|
|
$
|
2,423,494
|
|
Years Ended October 31,
(In thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
296,906
|
|
|
$
|
248,644
|
|
|
$
|
175,430
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization expense
|
125,349
|
|
|
111,214
|
|
|
98,149
|
|
|||
Accrued litigation settlements
|
—
|
|
|
1,724
|
|
|
10,000
|
|
|||
Share-based compensation expense
|
28,538
|
|
|
21,540
|
|
|
13,876
|
|
|||
Loss on divestiture of Aime
|
21,062
|
|
|
—
|
|
|
—
|
|
|||
Loss on disposal of property, plant and equipment
|
6,711
|
|
|
4,265
|
|
|
12,068
|
|
|||
Loss on extinguishment of debt and other
|
—
|
|
|
867
|
|
|
16,487
|
|
|||
Deferred income taxes
|
(17,188
|
)
|
|
(6,806
|
)
|
|
(4,420
|
)
|
|||
Excess tax benefit from share-based compensation awards
|
(18,081
|
)
|
|
(10,760
|
)
|
|
(2,895
|
)
|
|||
Provision for doubtful accounts
|
890
|
|
|
(456
|
)
|
|
527
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
55
|
|
|
(4,956
|
)
|
|
(2,684
|
)
|
|||
Inventories
|
(22,574
|
)
|
|
(58,094
|
)
|
|
(17,205
|
)
|
|||
Other assets
|
(22,870
|
)
|
|
(7,924
|
)
|
|
196
|
|
|||
Accounts payable
|
(6,294
|
)
|
|
13,575
|
|
|
5,185
|
|
|||
Accrued liabilities
|
(983
|
)
|
|
(12,258
|
)
|
|
19,315
|
|
|||
Accrued income taxes
|
27,717
|
|
|
9,506
|
|
|
(646
|
)
|
|||
Other long-term liabilities
|
(3,313
|
)
|
|
5,040
|
|
|
12,898
|
|
|||
Cash provided by operating activities
|
415,925
|
|
|
315,121
|
|
|
336,281
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(178,127
|
)
|
|
(99,779
|
)
|
|
(103,665
|
)
|
|||
Acquisitions of businesses, net of cash acquired, and other
|
(13,045
|
)
|
|
(145,319
|
)
|
|
(58,010
|
)
|
|||
Insurance proceeds received
|
1,254
|
|
|
6,624
|
|
|
—
|
|
|||
Cash used in investing activities
|
(189,918
|
)
|
|
(238,474
|
)
|
|
(161,675
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
1,767,000
|
|
|
1,262,469
|
|
|
1,416,523
|
|
|||
Repayments of long-term debt
|
(1,813,663
|
)
|
|
(1,254,267
|
)
|
|
(1,680,625
|
)
|
|||
Net proceeds from (repayments of) short-term debt
|
21,036
|
|
|
(63,631
|
)
|
|
21,319
|
|
|||
Repurchase of common stock
|
(167,334
|
)
|
|
(71,150
|
)
|
|
—
|
|
|||
Proceeds from issuance of common stock for employee stock plans
|
19,287
|
|
|
55,053
|
|
|
82,035
|
|
|||
Excess tax benefit from share-based compensation awards
|
18,081
|
|
|
10,760
|
|
|
2,895
|
|
|||
Purchase of Origio shares from noncontrolling interests
|
(4,199
|
)
|
|
(2,158
|
)
|
|
—
|
|
|||
Dividends on common stock
|
(2,918
|
)
|
|
(2,857
|
)
|
|
(2,816
|
)
|
|||
Debt acquisition costs
|
(210
|
)
|
|
(1,323
|
)
|
|
(9,617
|
)
|
|||
Distributions to noncontrolling interests
|
(1,007
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of contingent consideration
|
(3,600
|
)
|
|
(1,339
|
)
|
|
(2,587
|
)
|
|||
Proceeds from construction allowance
|
5,930
|
|
|
—
|
|
|
—
|
|
|||
Cash used in financing activities
|
(161,597
|
)
|
|
(68,443
|
)
|
|
(172,873
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
143
|
|
|
(539
|
)
|
|
(131
|
)
|
|||
Net increase in cash and cash equivalents
|
64,553
|
|
|
7,665
|
|
|
1,602
|
|
|||
Cash and cash equivalents at beginning of year
|
12,840
|
|
|
5,175
|
|
|
3,573
|
|
|||
Cash and cash equivalents at end of year
|
$
|
77,393
|
|
|
$
|
12,840
|
|
|
$
|
5,175
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|||
Cash paid for:
|
|
|
|
|
|
|
|
|
|||
Interest, net of amounts capitalized
|
$
|
5,428
|
|
|
$
|
10,559
|
|
|
$
|
25,629
|
|
Income taxes
|
$
|
13,971
|
|
|
$
|
15,781
|
|
|
$
|
12,207
|
|
Litigation settlement charges
|
$
|
—
|
|
|
$
|
10,000
|
|
|
$
|
750
|
|
•
|
CooperVision develops, manufactures and markets a broad range of soft contact lenses for the worldwide vision correction market.
|
•
|
CooperSurgical develops, manufactures and markets medical devices and procedure solutions to improve healthcare delivery to women.
|
•
|
Revenue recognition - We recognize product net sales, net of discounts, returns, and rebates in accordance with related accounting standards and SEC Staff Accounting Bulletins. As required by these standards, we recognize revenue when it is realized or realizable and earned, based on terms of sale with the customer, where persuasive evidence of an agreement exists, delivery has occurred, the seller's price is fixed and determinable and collectability is reasonably assured. For contact lenses as well as CooperSurgical medical devices, diagnostic products and surgical instruments and accessories, this primarily occurs when title and risk of ownership transfers to our customers. We believe our revenue recognition policies are appropriate in all circumstances, and that our policies are reflective of our customer arrangements. We record, based on historical statistics, estimated reductions to revenue for customer incentive programs offered including cash discounts, promotional and advertising allowances, volume discounts, contractual pricing allowances, rebates and specifically established customer product return programs. The Company records taxes collected from customers on a net basis, as these taxes are not included in net sales.
|
•
|
Net realizable value of inventory - In assessing the value of inventories, we make estimates and judgments regarding aging of inventories and other relevant issues potentially affecting the saleable condition of products and estimated prices at which those products will sell. On an ongoing basis, we review the carrying value of our inventory, measuring number of months on hand and other indications of salability. We reduce the value of inventory if there are indications that the carrying value is greater than market, resulting in a new, lower-cost basis for that inventory. Subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. While estimates are involved, historically, obsolescence has not been a significant factor due to long product dating and lengthy product life cycles.
|
•
|
Valuation of goodwill - We account for goodwill and evaluate our goodwill balances and test them for impairment annually during the fiscal third quarter and when an event occurs or circumstances change such that it is reasonably possible that impairment may exist in accordance with related accounting standards. We performed our annual impairment test in our fiscal third quarter of 2013, and our analysis indicated that we had
no
impairment of goodwill. We performed our annual impairment test in our fiscal third quarter of 2012 and concluded that we had
no
impairment of goodwill in that year.
|
•
|
Business combinations - We routinely consummate business combinations. Results of operations for acquired companies are included in our consolidated results of operations from the date of acquisition. We recognize separately from goodwill, the identifiable assets acquired, including acquired in-process research and development, the liabilities assumed, and any noncontrolling interest in the acquiree generally at the acquisition date fair values as defined by accounting standards related to fair value measurements. As of the acquisition date, goodwill is measured as the excess of consideration given, generally measured at fair value, and the net of the acquisition date fair values of the identifiable assets acquired and the liabilities assumed. Direct acquisition costs are expensed as incurred.
|
•
|
Income taxes - We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
|
•
|
Share-Based Compensation - The Company grants various share-based compensation awards, including stock options, performance unit shares, restricted stock and restricted stock units. Under fair value recognition provisions, share-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment, including estimating Cooper's stock price volatility, employee exercise behaviors and related employee forfeiture rates.
|
October 31,
(In thousands)
|
2013
|
|
2012
|
||||
Raw materials
|
$
|
79,331
|
|
|
$
|
75,500
|
|
Work-in-process
|
10,515
|
|
|
10,142
|
|
||
Finished goods
|
249,071
|
|
|
234,557
|
|
||
|
$
|
338,917
|
|
|
$
|
320,199
|
|
October 31,
(In thousands)
|
2013
|
|
2012
|
||||
Land and improvements
|
$
|
16,282
|
|
|
$
|
10,168
|
|
Buildings and improvements
|
184,616
|
|
|
192,157
|
|
||
Machinery and equipment
|
831,356
|
|
|
766,885
|
|
||
Construction in progress
|
208,322
|
|
|
90,876
|
|
||
Less: Accumulated depreciation
|
500,709
|
|
|
419,831
|
|
||
|
$
|
739,867
|
|
|
$
|
640,255
|
|
▪
|
The expected synergies and other benefits that we believed will result from combining the operations of Origio with the operations of CooperSurgical;
|
▪
|
Any intangible assets that did not qualify for separate recognition, as well as future, yet unidentified projects and products; and
|
▪
|
The value of the going-concern element of Origio's existing businesses (the higher rate of return on the assembled collection of net assets versus if CooperSurgical had acquired all of the net assets separately).
|
(In thousands)
|
CooperVision
|
|
CooperSurgical
|
|
Total
|
||||||
Balance as of October 31, 2011
|
$
|
1,046,587
|
|
|
$
|
229,980
|
|
|
$
|
1,276,567
|
|
Net additions during the year ended October 31, 2012
|
260
|
|
|
95,348
|
|
|
95,608
|
|
|||
Translation
|
(2,793
|
)
|
|
865
|
|
|
(1,928
|
)
|
|||
Balance as of October 31, 2012
|
$
|
1,044,054
|
|
|
$
|
326,193
|
|
|
$
|
1,370,247
|
|
Net additions during the year ended October 31, 2013
|
3,363
|
|
|
11,017
|
|
|
14,380
|
|
|||
Translation
|
1,061
|
|
|
1,923
|
|
|
2,984
|
|
|||
Balance as of October 31, 2013
|
$
|
1,048,478
|
|
|
$
|
339,133
|
|
|
$
|
1,387,611
|
|
|
As of October 31, 2013
|
|
As of October 31, 2012
|
|
|
||||||||||||
(In thousands)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
& Translation
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
& Translation
|
|
Weighted Average Amortization Period
|
||||||||
|
|
|
|
|
|
|
|
|
(In years)
|
||||||||
Trademarks
|
$
|
12,481
|
|
|
$
|
2,337
|
|
|
$
|
11,254
|
|
|
$
|
1,632
|
|
|
16
|
Technology
|
133,842
|
|
|
84,371
|
|
|
128,398
|
|
|
72,397
|
|
|
11
|
||||
Shelf space and market share
|
199,379
|
|
|
75,700
|
|
|
192,566
|
|
|
59,269
|
|
|
14
|
||||
License and distribution rights and other
|
24,947
|
|
|
9,472
|
|
|
23,782
|
|
|
7,919
|
|
|
16
|
||||
|
370,649
|
|
|
$
|
171,880
|
|
|
356,000
|
|
|
$
|
141,217
|
|
|
13
|
||
Less accumulated amortization and translation
|
171,880
|
|
|
|
|
141,217
|
|
|
|
|
|
||||||
Other intangible assets, net
|
$
|
198,769
|
|
|
|
|
$
|
214,783
|
|
|
|
|
|
October 31,
(In thousands)
|
2013
|
|
2012
|
||||
Short-term:
|
|
|
|
||||
Overdraft and other credit facilities
|
$
|
42,987
|
|
|
$
|
25,284
|
|
|
|
|
|
||||
Long-term:
|
|
|
|
||||
Credit Agreement
|
$
|
—
|
|
|
$
|
346,100
|
|
Term Loan
|
300,000
|
|
|
—
|
|
||
Other
|
1,670
|
|
|
2,322
|
|
||
|
$
|
301,670
|
|
|
$
|
348,422
|
|
Year
(In thousands)
|
|
||
2014
|
$
|
—
|
|
2015
|
$
|
404
|
|
2016
|
$
|
4,204
|
|
2017
|
$
|
15,404
|
|
2018
|
$
|
281,200
|
|
Thereafter
|
$
|
458
|
|
•
|
The ratio of Consolidated Proforma EBITDA to Consolidated Interest Expense (as defined, Interest Coverage Ratio) be at least
3.00
to 1.00 at all times.
|
•
|
The ratio of Consolidated Funded Indebtedness to Consolidated Proforma EBITDA (as defined, Total Leverage Ratio) be no higher than
3.75
to 1.00.
|
Years Ended October 31,
(In thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Income before income taxes:
|
|
|
|
|
|
||||||
United States
|
$
|
38,911
|
|
|
$
|
40,650
|
|
|
$
|
5,449
|
|
Foreign
|
273,360
|
|
|
234,802
|
|
|
187,315
|
|
|||
|
$
|
312,271
|
|
|
$
|
275,452
|
|
|
$
|
192,764
|
|
Income tax provision
|
$
|
15,365
|
|
|
$
|
26,808
|
|
|
$
|
17,334
|
|
Years Ended October 31,
(In thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Computed expected provision for taxes
|
$
|
109,295
|
|
|
$
|
96,408
|
|
|
$
|
67,468
|
|
(Decrease) increase in taxes resulting from:
|
|
|
|
|
|
||||||
Income earned outside the United States subject to different tax rates
|
(97,002
|
)
|
|
(71,282
|
)
|
|
(56,877
|
)
|
|||
State taxes, net of federal income tax benefit
|
525
|
|
|
294
|
|
|
218
|
|
|||
Foreign source income subject to United States tax
|
294
|
|
|
—
|
|
|
—
|
|
|||
Research and development credit
|
(2,066
|
)
|
|
(131
|
)
|
|
(1,183
|
)
|
|||
Incentive stock option compensation and non-deductible employee compensation
|
371
|
|
|
347
|
|
|
(119
|
)
|
|||
Tax accrual adjustment
|
2,854
|
|
|
665
|
|
|
7,167
|
|
|||
Other, net
|
1,094
|
|
|
507
|
|
|
660
|
|
|||
Actual provision for income taxes
|
$
|
15,365
|
|
|
$
|
26,808
|
|
|
$
|
17,334
|
|
October 31,
(In thousands)
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Accounts receivable, principally due to allowances for doubtful accounts
|
$
|
1,145
|
|
|
$
|
1,073
|
|
Inventories
|
4,812
|
|
|
4,916
|
|
||
Litigation settlements
|
184
|
|
|
199
|
|
||
Accrued liabilities, reserves and compensation accruals
|
36,377
|
|
|
41,760
|
|
||
Restricted stock
|
19,925
|
|
|
19,395
|
|
||
Net operating loss carryforwards
|
5,514
|
|
|
3,563
|
|
||
Plant and equipment
|
3,555
|
|
|
3,999
|
|
||
Research and experimental expenses - Section 59(e)
|
5,318
|
|
|
6,815
|
|
||
Tax credit carryforwards
|
11,091
|
|
|
8,700
|
|
||
Total gross deferred tax assets
|
87,921
|
|
|
90,420
|
|
||
Less valuation allowance
|
(968
|
)
|
|
(1,107
|
)
|
||
Deferred tax assets
|
86,953
|
|
|
89,313
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Tax deductible goodwill
|
(21,575
|
)
|
|
(19,038
|
)
|
||
Transaction cost
|
(1,144
|
)
|
|
(1,144
|
)
|
||
Foreign deferred tax liabilities
|
(10,179
|
)
|
|
(19,365
|
)
|
||
Other intangible assets
|
(20,195
|
)
|
|
(24,548
|
)
|
||
Bonus adjustments under new accounting method
|
(1,300
|
)
|
|
(2,601
|
)
|
||
Total gross deferred tax liabilities
|
(54,393
|
)
|
|
(66,696
|
)
|
||
Net deferred tax assets
|
$
|
32,560
|
|
|
$
|
22,617
|
|
(In millions)
|
|
||
Balance at October 31, 2011
|
$
|
27.4
|
|
(Decrease) from prior year's UTB's
|
(1.0
|
)
|
|
Increase from current year's UTB's
|
4.6
|
|
|
UTB (decrease) from tax authorities' settlements
|
(0.9
|
)
|
|
UTB (decrease) from expiration of statute of limitations
|
(2.0
|
)
|
|
Increase of unrecorded UTB's
|
—
|
|
|
Balance at October 31, 2012
|
28.1
|
|
|
(Decrease) from prior year's UTB's
|
(1.3
|
)
|
|
Increase from current year's UTB's
|
6.4
|
|
|
UTB (decrease) from tax authorities' settlements
|
—
|
|
|
UTB (decrease) from expiration of statute of limitations
|
(6.8
|
)
|
|
Increase of unrecorded UTB's
|
—
|
|
|
Balance at October 31, 2013
|
$
|
26.4
|
|
Years Ended October 31,
|
|
|
|
||||||||
(In thousands, except per share amounts)
|
2013
|
|
2012
|
|
2011
|
||||||
Net income attributable to Cooper stockholders
|
$
|
296,151
|
|
|
$
|
248,339
|
|
|
$
|
175,430
|
|
Basic:
|
|
|
|
|
|
||||||
Weighted average common shares
|
48,615
|
|
|
47,913
|
|
|
46,904
|
|
|||
Basic earnings per share attributable to Cooper stockholders
|
$
|
6.09
|
|
|
$
|
5.18
|
|
|
$
|
3.74
|
|
Diluted:
|
|
|
|
|
|
||||||
Weighted average common shares
|
48,615
|
|
|
47,913
|
|
|
46,904
|
|
|||
Effect of dilutive stock options
|
1,070
|
|
|
1,239
|
|
|
1,405
|
|
|||
Diluted weighted average common shares
|
49,685
|
|
|
49,152
|
|
|
48,309
|
|
|||
Diluted earnings per share attributable to Cooper stockholders
|
$
|
5.96
|
|
|
$
|
5.05
|
|
|
$
|
3.63
|
|
(In thousands)
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Marketable Securities
|
|
Change in Value of Derivative Instruments
|
|
Minimum Pension Liability
|
|
Total
|
||||||||||
Balance at October 31, 2010
|
$
|
(8,358
|
)
|
|
$
|
—
|
|
|
$
|
972
|
|
|
$
|
(9,948
|
)
|
|
$
|
(17,334
|
)
|
Gross change in value for the period
|
5,817
|
|
|
14
|
|
|
(6,227
|
)
|
|
(4,610
|
)
|
|
(5,006
|
)
|
|||||
Reclassification adjustments for losses realized in income
|
—
|
|
|
—
|
|
|
1,122
|
|
|
—
|
|
|
1,122
|
|
|||||
Tax effect for the period
|
—
|
|
|
(5
|
)
|
|
1,307
|
|
|
1,806
|
|
|
3,108
|
|
|||||
Balance at October 31, 2011
|
$
|
(2,541
|
)
|
|
$
|
9
|
|
|
$
|
(2,826
|
)
|
|
$
|
(12,752
|
)
|
|
$
|
(18,110
|
)
|
Gross change in value for the period
|
$
|
(4,658
|
)
|
|
$
|
61
|
|
|
$
|
(1,420
|
)
|
|
$
|
(14,750
|
)
|
|
$
|
(20,767
|
)
|
Reclassification adjustments for losses realized in income
|
—
|
|
|
—
|
|
|
2,161
|
|
|
—
|
|
|
2,161
|
|
|||||
Tax effect for the period
|
—
|
|
|
(20
|
)
|
|
(289
|
)
|
|
5,764
|
|
|
5,455
|
|
|||||
Balance at October 31, 2012
|
$
|
(7,199
|
)
|
|
$
|
50
|
|
|
$
|
(2,374
|
)
|
|
$
|
(21,738
|
)
|
|
$
|
(31,261
|
)
|
Gross change in value for the period
|
$
|
2,607
|
|
|
$
|
—
|
|
|
$
|
2,198
|
|
|
$
|
19,000
|
|
|
$
|
23,805
|
|
Reclassification adjustments for gain realized in income
|
—
|
|
|
(77
|
)
|
|
—
|
|
|
—
|
|
|
(77
|
)
|
|||||
Tax effect for the period
|
—
|
|
|
27
|
|
|
(857
|
)
|
|
(7,399
|
)
|
|
(8,229
|
)
|
|||||
Balance at October 31, 2013
|
$
|
(4,592
|
)
|
|
$
|
—
|
|
|
$
|
(1,033
|
)
|
|
$
|
(10,137
|
)
|
|
$
|
(15,762
|
)
|
October 31,
|
|
|
|
||||||||
(In millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Selling, general and administrative expense
|
$
|
25.3
|
|
|
$
|
19.2
|
|
|
$
|
12.4
|
|
Cost of sales
|
1.9
|
|
|
1.3
|
|
|
0.8
|
|
|||
Research and development expense
|
1.3
|
|
|
1.0
|
|
|
0.7
|
|
|||
Capitalized in inventory
|
1.9
|
|
|
1.3
|
|
|
0.8
|
|
|||
Total compensation expense
|
$
|
30.4
|
|
|
$
|
22.8
|
|
|
$
|
14.7
|
|
Related income tax benefit
|
$
|
8.8
|
|
|
$
|
7.0
|
|
|
$
|
4.4
|
|
Years Ended October 31,
|
2013
|
|
2012
|
|
2011
|
|||
Expected life
|
4.7 - 5.5 years
|
|
|
4.3 - 5.7 years
|
|
|
4.5 - 5.7 years
|
|
Expected volatility
|
34.8% - 35.9%
|
|
|
39.5% - 43.8%
|
|
|
40.2% - 41.3%
|
|
Risk-free interest rate
|
0.63% - 0.78%
|
|
|
0.69% - 1.08%
|
|
|
1.01% - 1.41%
|
|
Dividend yield
|
0.06
|
%
|
|
0.09
|
%
|
|
0.12
|
%
|
|
Number of
Shares |
|
Weighted-
Average Exercise Price Per Share |
|
Weighted-
Average Remaining Contractual Term (in years) |
|
Aggregate
Intrinsic Value |
|||||
Outstanding at October 31, 2012
|
2,293,708
|
|
|
$
|
45.26
|
|
|
|
|
|
||
Granted
|
224,288
|
|
|
$
|
96.24
|
|
|
|
|
|
||
Exercised
|
808,167
|
|
|
$
|
39.68
|
|
|
|
|
|
||
Forfeited or expired
|
1,153
|
|
|
$
|
43.99
|
|
|
|
|
|
||
Outstanding at October 31, 2013
|
1,708,676
|
|
|
$
|
54.58
|
|
|
5.35
|
|
|
||
Vested and exercisable at October 31, 2013
|
1,108,100
|
|
|
$
|
49.10
|
|
|
4.10
|
|
$
|
88,818,089
|
|
|
Number of
Shares |
|
Weighted-
Average Grant Date Fair Value Per Share |
|||
Non-vested RSUs at October 31, 2012
|
653,119
|
|
|
$
|
56.45
|
|
Granted
|
253,847
|
|
|
$
|
96.93
|
|
Vested and issued
|
218,904
|
|
|
$
|
51.72
|
|
Forfeited or expired
|
40,877
|
|
|
$
|
65.99
|
|
Non-vested RSUs at October 31, 2013
|
647,185
|
|
|
$
|
73.33
|
|
Years Ended October 31,
(In thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Change in benefit obligation
|
|
|
|
|
|
||||||
Benefit obligation, beginning of year
|
$
|
88,607
|
|
|
$
|
64,989
|
|
|
$
|
54,751
|
|
Service cost
|
7,383
|
|
|
4,937
|
|
|
4,749
|
|
|||
Interest cost
|
3,287
|
|
|
3,053
|
|
|
2,973
|
|
|||
Benefits paid
|
(3,508
|
)
|
|
(1,308
|
)
|
|
(1,440
|
)
|
|||
Actuarial (gain)/loss
|
(11,609
|
)
|
|
16,936
|
|
|
3,956
|
|
|||
Benefit obligation, end of year
|
$
|
84,160
|
|
|
$
|
88,607
|
|
|
$
|
64,989
|
|
Change in plan assets
|
|
|
|
|
|
||||||
Fair value of plan assets, beginning of year
|
$
|
47,427
|
|
|
$
|
39,098
|
|
|
$
|
33,444
|
|
Actual return on plan assets
|
9,083
|
|
|
4,411
|
|
|
1,474
|
|
|||
Employer contributions
|
6,234
|
|
|
5,226
|
|
|
5,620
|
|
|||
Benefits paid
|
(3,508
|
)
|
|
(1,308
|
)
|
|
(1,440
|
)
|
|||
Fair value of plan assets, end of year
|
$
|
59,236
|
|
|
$
|
47,427
|
|
|
$
|
39,098
|
|
Funded status at end of year
|
$
|
(24,924
|
)
|
|
$
|
(41,180
|
)
|
|
$
|
(25,891
|
)
|
Years Ended October 31,
(In thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
||||||
Noncurrent asset
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liability
|
—
|
|
|
—
|
|
|
—
|
|
|||
Noncurrent liabilities
|
(24,924
|
)
|
|
(41,180
|
)
|
|
(25,891
|
)
|
|||
Net amount recognized at year end
|
$
|
(24,924
|
)
|
|
$
|
(41,180
|
)
|
|
$
|
(25,891
|
)
|
Years Ended October 31,
(In thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Amounts recognized in accumulated other comprehensive income consist of:
|
|
|
|
|
|
||||||
Net transition obligation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20
|
|
Prior service cost
|
28
|
|
|
53
|
|
|
77
|
|
|||
Net loss
|
16,012
|
|
|
34,957
|
|
|
20,134
|
|
|||
Accumulated other comprehensive income
|
$
|
16,040
|
|
|
$
|
35,010
|
|
|
$
|
20,231
|
|
Years Ended October 31,
(In thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Information for pension plans with accumulated benefit obligations in excess of plan assets
|
|
|
|
|
|
||||||
Projected benefit obligation
|
$
|
84,160
|
|
|
$
|
88,607
|
|
|
$
|
64,989
|
|
Accumulated benefit obligation
|
$
|
73,641
|
|
|
$
|
77,596
|
|
|
$
|
57,388
|
|
Fair value of plan assets
|
$
|
59,236
|
|
|
$
|
47,427
|
|
|
$
|
39,098
|
|
Years Ended October 31,
(In thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Reconciliation of prepaid (accrued) pension cost
|
|
|
|
|
|
||||||
Accrued pension cost at prior fiscal year end
|
$
|
(6,170
|
)
|
|
$
|
(5,660
|
)
|
|
$
|
(5,706
|
)
|
Net periodic benefit cost
|
8,947
|
|
|
5,736
|
|
|
5,574
|
|
|||
Contributions made during the year
|
6,234
|
|
|
5,226
|
|
|
5,620
|
|
|||
Accrued pension cost at fiscal year end
|
$
|
(8,883
|
)
|
|
$
|
(6,170
|
)
|
|
$
|
(5,660
|
)
|
Years Ended October 31,
(In thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Components of net periodic benefit cost and other amounts recognized in other comprehensive income
|
|
|
|
|
|
||||||
Net periodic benefit cost:
|
|
|
|
|
|
||||||
Service cost
|
$
|
7,383
|
|
|
$
|
4,937
|
|
|
$
|
4,748
|
|
Interest cost
|
3,287
|
|
|
3,053
|
|
|
2,973
|
|
|||
Expected return on plan assets
|
(3,933
|
)
|
|
(3,424
|
)
|
|
(2,944
|
)
|
|||
Amortization of transitional (asset) or obligation
|
—
|
|
|
20
|
|
|
21
|
|
|||
Amortization of prior service cost
|
24
|
|
|
24
|
|
|
24
|
|
|||
Recognized actuarial loss
|
2,186
|
|
|
1,126
|
|
|
752
|
|
|||
Net periodic pension cost
|
$
|
8,947
|
|
|
$
|
5,736
|
|
|
$
|
5,574
|
|
Years Ended October 31,
(In thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Other changes in plan assets and benefit obligations recognized in other comprehensive income
|
|
|
|
|
|
||||||
Net transition obligation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net (gain) loss
|
(16,760
|
)
|
|
15,950
|
|
|
5,426
|
|
|||
Amortizations of net transition obligation
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
|||
Amortizations of prior service cost
|
(24
|
)
|
|
(24
|
)
|
|
(24
|
)
|
|||
Amortizations of net gain
|
(2,186
|
)
|
|
(1,126
|
)
|
|
(752
|
)
|
|||
Total recognized in other comprehensive income
|
$
|
(18,970
|
)
|
|
$
|
14,779
|
|
|
$
|
4,629
|
|
Total recognized in net periodic benefit cost and other comprehensive income
|
$
|
(10,023
|
)
|
|
$
|
20,515
|
|
|
$
|
10,203
|
|
Years Ended October 31,
|
2013
|
|
2012
|
|
2011
|
|||
Weighted-average assumptions used in computing the net periodic pension cost and projected benefit obligation at year end:
|
|
|
|
|
|
|||
Discount rate for determining net periodic pension cost
|
3.75
|
%
|
|
4.75
|
%
|
|
5.50
|
%
|
Discount rate for determining benefit obligations at year end
|
4.75
|
%
|
|
3.75
|
%
|
|
4.75
|
%
|
Rate of compensation increase for determining expense
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
Rate of compensation increase for determining benefit obligations at year end
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
Expected rate of return on plan assets for determining net periodic pension cost
|
8.00
|
%
|
|
8.50
|
%
|
|
8.50
|
%
|
Expected rate of return on plan assets at year end
|
8.00
|
%
|
|
8.00
|
%
|
|
8.50
|
%
|
Measurement date for determining assets and benefit obligations at year end
|
10/31/2013
|
|
|
10/31/2012
|
|
|
10/31/2011
|
|
Years Ended October 31,
|
2013
|
|
2012
|
|
2011
|
|||
Asset category
|
|
|
|
|
|
|||
Cash and cash equivalents
|
5.3
|
%
|
|
3.0
|
%
|
|
2.1
|
%
|
Corporate common stock
|
14.6
|
%
|
|
16.5
|
%
|
|
19.0
|
%
|
Equity mutual funds
|
47.5
|
%
|
|
43.2
|
%
|
|
41.1
|
%
|
Real estate funds
|
3.8
|
%
|
|
5.2
|
%
|
|
5.6
|
%
|
Bond mutual funds
|
28.8
|
%
|
|
32.1
|
%
|
|
32.2
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
(In thousands)
|
Total
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Asset category
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
3,112
|
|
|
$
|
3,112
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate common stock
|
8,670
|
|
|
8,670
|
|
|
—
|
|
|
—
|
|
||||
Equity mutual funds
|
28,163
|
|
|
28,163
|
|
|
—
|
|
|
—
|
|
||||
Real estate funds
|
2,267
|
|
|
2,267
|
|
|
—
|
|
|
—
|
|
||||
Bond mutual funds
|
17,024
|
|
|
17,024
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
59,236
|
|
|
$
|
59,236
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Years
(In thousands)
|
|
||
2014
|
$
|
2,019
|
|
2015
|
$
|
2,349
|
|
2016
|
$
|
2,748
|
|
2017
|
$
|
3,142
|
|
2018
|
$
|
3,491
|
|
2019 - 2023
|
$
|
24,587
|
|
(In millions)
|
2013
|
|
2012
|
||||
Assets:
|
|
|
|
|
|||
Foreign exchange contracts
|
$
|
0.3
|
|
|
$
|
0.2
|
|
Liabilities:
|
|
|
|
|
|||
Interest rate swaps
|
$
|
1.7
|
|
|
$
|
3.9
|
|
Foreign exchange contracts
|
0.6
|
|
|
0.2
|
|
||
|
$
|
2.3
|
|
|
$
|
4.1
|
|
(In thousands)
|
|
||
2014
|
$
|
20,783
|
|
2015
|
17,024
|
|
|
2016
|
13,792
|
|
|
2017
|
11,995
|
|
|
2018
|
11,192
|
|
|
2019 and thereafter
|
44,245
|
|
|
|
$
|
119,031
|
|
(In thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
CooperVision net sales by category:
|
|
|
|
|
|
||||||
Toric lens
|
$
|
388,066
|
|
|
$
|
357,211
|
|
|
$
|
339,184
|
|
Multifocal lens
|
121,734
|
|
|
94,443
|
|
|
74,741
|
|
|||
Single-use sphere lens
|
271,000
|
|
|
267,090
|
|
|
243,624
|
|
|||
Non single-use sphere and other eye care products and other
|
487,519
|
|
|
470,500
|
|
|
463,589
|
|
|||
Total CooperVision net sales
|
1,268,319
|
|
|
1,189,244
|
|
|
1,121,138
|
|
|||
CooperSurgical net sales
|
319,406
|
|
|
255,892
|
|
|
209,697
|
|
|||
Total net sales
|
$
|
1,587,725
|
|
|
$
|
1,445,136
|
|
|
$
|
1,330,835
|
|
(In thousands)
|
CooperVision
|
|
CooperSurgical
|
|
Corporate
|
|
Consolidated
|
||||||||
2013
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
1,268,319
|
|
|
$
|
319,406
|
|
|
$
|
—
|
|
|
$
|
1,587,725
|
|
Operating income (loss)
|
$
|
289,272
|
|
|
$
|
60,685
|
|
|
$
|
(44,012
|
)
|
|
$
|
305,945
|
|
Other income, net
|
|
|
|
|
|
|
1,410
|
|
|||||||
Interest expense
|
|
|
|
|
|
|
(9,168
|
)
|
|||||||
Gain on insurance proceeds
|
|
|
|
|
|
|
14,084
|
|
|||||||
Income before income taxes
|
|
|
|
|
|
|
$
|
312,271
|
|
||||||
Identifiable assets
|
$
|
2,376,022
|
|
|
$
|
632,844
|
|
|
$
|
128,395
|
|
|
$
|
3,137,261
|
|
Depreciation expense
|
$
|
88,350
|
|
|
$
|
6,316
|
|
|
$
|
444
|
|
|
$
|
95,110
|
|
Amortization expense
|
$
|
16,710
|
|
|
$
|
13,529
|
|
|
$
|
—
|
|
|
$
|
30,239
|
|
Capital expenditures
|
$
|
170,739
|
|
|
$
|
6,888
|
|
|
$
|
500
|
|
|
$
|
178,127
|
|
2012
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
1,189,244
|
|
|
$
|
255,892
|
|
|
$
|
—
|
|
|
$
|
1,445,136
|
|
Operating income (loss)
|
$
|
262,806
|
|
|
$
|
58,956
|
|
|
$
|
(38,364
|
)
|
|
$
|
283,398
|
|
Other income, net
|
|
|
|
|
|
|
229
|
|
|||||||
Interest expense
|
|
|
|
|
|
|
(11,771
|
)
|
|||||||
Gain on insurance proceeds
|
|
|
|
|
|
|
5,000
|
|
|||||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
(1,404
|
)
|
|||||||
Income before income taxes
|
|
|
|
|
|
|
$
|
275,452
|
|
||||||
Identifiable assets
|
$
|
2,251,476
|
|
|
$
|
607,673
|
|
|
$
|
82,235
|
|
|
$
|
2,941,384
|
|
Depreciation expense
|
$
|
82,829
|
|
|
$
|
4,106
|
|
|
$
|
300
|
|
|
$
|
87,235
|
|
Amortization expense
|
$
|
15,578
|
|
|
$
|
8,401
|
|
|
$
|
—
|
|
|
$
|
23,979
|
|
Capital expenditures
|
$
|
92,459
|
|
|
$
|
6,647
|
|
|
$
|
673
|
|
|
$
|
99,779
|
|
2011
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
1,121,138
|
|
|
$
|
209,697
|
|
|
$
|
—
|
|
|
$
|
1,330,835
|
|
Operating income (loss)
|
$
|
207,485
|
|
|
$
|
52,420
|
|
|
$
|
(32,349
|
)
|
|
$
|
227,556
|
|
Other expense, net
|
|
|
|
|
|
|
(963
|
)
|
|||||||
Interest expense
|
|
|
|
|
|
|
(17,342
|
)
|
|||||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
(16,487
|
)
|
|||||||
Income before income taxes
|
|
|
|
|
|
|
$
|
192,764
|
|
||||||
Identifiable assets
|
$
|
2,206,068
|
|
|
$
|
354,020
|
|
|
$
|
64,430
|
|
|
$
|
2,624,518
|
|
Depreciation expense
|
$
|
74,146
|
|
|
$
|
3,264
|
|
|
$
|
210
|
|
|
$
|
77,620
|
|
Amortization expense
|
$
|
14,245
|
|
|
$
|
6,284
|
|
|
$
|
—
|
|
|
$
|
20,529
|
|
Capital expenditures
|
$
|
97,131
|
|
|
$
|
6,287
|
|
|
$
|
247
|
|
|
$
|
103,665
|
|
(In thousands)
|
United
States |
|
Europe
|
|
Rest of
World, Other Eliminations & Corporate |
|
Consolidated
|
||||||||
2013
|
|
|
|
|
|
|
|
||||||||
Sales to unaffiliated customers
|
$
|
742,216
|
|
|
$
|
479,144
|
|
|
$
|
366,365
|
|
|
$
|
1,587,725
|
|
Sales between geographic areas
|
230,382
|
|
|
326,338
|
|
|
(556,720
|
)
|
|
—
|
|
||||
Net sales
|
$
|
972,598
|
|
|
$
|
805,482
|
|
|
$
|
(190,355
|
)
|
|
$
|
1,587,725
|
|
Operating income (loss)
|
$
|
49,712
|
|
|
$
|
(5,388
|
)
|
|
$
|
261,621
|
|
|
$
|
305,945
|
|
Long-lived assets
|
$
|
427,560
|
|
|
$
|
297,157
|
|
|
$
|
15,150
|
|
|
$
|
739,867
|
|
2012
|
|
|
|
|
|
|
|
||||||||
Sales to unaffiliated customers
|
$
|
680,757
|
|
|
$
|
408,813
|
|
|
$
|
355,566
|
|
|
$
|
1,445,136
|
|
Sales between geographic areas
|
198,593
|
|
|
318,196
|
|
|
(516,789
|
)
|
|
—
|
|
||||
Net sales
|
$
|
879,350
|
|
|
$
|
727,009
|
|
|
$
|
(161,223
|
)
|
|
$
|
1,445,136
|
|
Operating income
|
$
|
44,977
|
|
|
$
|
5,367
|
|
|
$
|
233,054
|
|
|
$
|
283,398
|
|
Long-lived assets
|
$
|
371,314
|
|
|
$
|
261,269
|
|
|
$
|
7,672
|
|
|
$
|
640,255
|
|
2011
|
|
|
|
|
|
|
|
||||||||
Sales to unaffiliated customers
|
$
|
627,438
|
|
|
$
|
392,152
|
|
|
$
|
311,245
|
|
|
$
|
1,330,835
|
|
Sales between geographic areas
|
172,618
|
|
|
304,585
|
|
|
(477,203
|
)
|
|
—
|
|
||||
Net sales
|
$
|
800,056
|
|
|
$
|
696,737
|
|
|
$
|
(165,958
|
)
|
|
$
|
1,330,835
|
|
Operating income
|
$
|
37,113
|
|
|
$
|
18,703
|
|
|
$
|
171,740
|
|
|
$
|
227,556
|
|
Long-lived assets
|
$
|
373,211
|
|
|
$
|
226,665
|
|
|
$
|
9,329
|
|
|
$
|
609,205
|
|
(In thousands)
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
2013
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
379,839
|
|
|
$
|
384,041
|
|
|
$
|
411,993
|
|
|
$
|
411,852
|
|
Gross profit
|
$
|
240,498
|
|
|
$
|
254,179
|
|
|
$
|
268,274
|
|
|
$
|
263,857
|
|
Income before income taxes*
|
$
|
80,976
|
|
|
$
|
78,940
|
|
|
$
|
91,264
|
|
|
$
|
61,091
|
|
Net income attributable to Cooper stockholders
|
$
|
74,667
|
|
|
$
|
75,136
|
|
|
$
|
88,951
|
|
|
$
|
57,397
|
|
Earnings per share attributable to Cooper stockholders - basic
|
$
|
1.54
|
|
|
$
|
1.55
|
|
|
$
|
1.82
|
|
|
$
|
1.18
|
|
Earnings per share attributable to Cooper stockholders - diluted
|
$
|
1.50
|
|
|
$
|
1.52
|
|
|
$
|
1.79
|
|
|
$
|
1.15
|
|
2012
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
326,060
|
|
|
$
|
344,589
|
|
|
$
|
378,186
|
|
|
$
|
396,301
|
|
Gross profit
|
$
|
210,453
|
|
|
$
|
220,696
|
|
|
$
|
240,097
|
|
|
$
|
252,764
|
|
Income before income taxes
|
$
|
58,747
|
|
|
$
|
62,679
|
|
|
$
|
71,387
|
|
|
$
|
82,639
|
|
Net income attributable to Cooper stockholders
|
$
|
54,623
|
|
|
$
|
54,921
|
|
|
$
|
66,875
|
|
|
$
|
71,920
|
|
Earnings per share attributable to Cooper stockholders - basic
|
$
|
1.15
|
|
|
$
|
1.15
|
|
|
$
|
1.39
|
|
|
$
|
1.49
|
|
Earnings per share attributable to Cooper stockholders - diluted
|
$
|
1.12
|
|
|
$
|
1.12
|
|
|
$
|
1.36
|
|
|
$
|
1.46
|
|
|
|
|
|
|
|
(In thousands)
|
Balance
Beginning of Year |
|
Additions
Charged to Costs and Expenses |
|
(Deductions)
Recoveries/ Other (1) |
|
Balance
at End of Year |
||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
||||||||
Year Ended October 31, 2013
|
$
|
4,374
|
|
|
$
|
1,524
|
|
|
$
|
(637
|
)
|
|
$
|
5,261
|
|
Year Ended October 31, 2012
|
$
|
4,826
|
|
|
$
|
(257
|
)
|
|
$
|
(195
|
)
|
|
$
|
4,374
|
|
Year Ended October 31, 2011
|
$
|
4,238
|
|
|
$
|
2,282
|
|
|
$
|
(1,694
|
)
|
|
$
|
4,826
|
|
(In thousands)
|
Balance
Beginning of Year |
|
Additions
|
|
Reductions/ Charges (2)
|
|
Balance
at End of Year |
||||||||
Income tax valuation allowance:
|
|
|
|
|
|
|
|
||||||||
Year Ended October 31, 2013
|
$
|
1,107
|
|
|
$
|
—
|
|
|
$
|
(139
|
)
|
|
$
|
968
|
|
Year Ended October 31, 2012
|
$
|
—
|
|
|
$
|
1,107
|
|
|
$
|
—
|
|
|
$
|
1,107
|
|
Year Ended October 31, 2011
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Signature
|
|
Capacity
|
|
Date
|
/s/ ROBERT S. WEISS
|
|
President, Chief Executive Officer and Director
|
|
December 20, 2013
|
(Robert S. Weiss)
|
|
|
|
|
/s/ A. THOMAS BENDER
|
|
Chairman of the Board
|
|
December 20, 2013
|
(A. Thomas Bender)
|
|
|
|
|
/s/ ALLAN E. RUBENSTEIN, M.D.
|
|
Vice Chairman of the Board and Lead Director
|
|
December 20, 2013
|
(Allan E. Rubenstein)
|
|
|
|
|
/s/ GREG W. MATZ
|
|
Vice President, Chief Financial Officer and Chief Risk Officer
|
|
December 20, 2013
|
(Greg W. Matz)
|
|
(Principal Financial Officer)
|
|
|
/s/ RODNEY E. FOLDEN
|
|
Vice President and Corporate Controller
|
|
December 20, 2013
|
(Rodney E. Folden)
|
|
(Principal Accounting Officer)
|
|
|
/s/ MICHAEL H. KALKSTEIN
|
|
Director
|
|
December 20, 2013
|
(Michael H. Kalkstein)
|
|
|
|
|
/s/ JODY S. LINDELL
|
|
Director
|
|
December 20, 2013
|
(Jody S. Lindell)
|
|
|
|
|
/s/ GARY S. PETERSMEYER
|
|
Director
|
|
December 20, 2013
|
(Gary S. Petersmeyer)
|
|
|
|
|
/s/ DONALD PRESS
|
|
Director
|
|
December 20, 2013
|
(Donald Press)
|
|
|
|
|
/s/ STEVEN ROSENBERG
|
|
Director
|
|
December 20, 2013
|
(Steven Rosenberg)
|
|
|
|
|
/s/ STANLEY ZINBERG, M.D.
|
|
Director
|
|
December 20, 2013
|
(Stanley Zinberg)
|
|
|
|
|
|
|
|
3.1
|
- Second Restated Certificate of Incorporation filed with the Delaware Secretary of State, incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated January 13, 2006
|
3.2
|
- Amended and Restated By-Laws, The Cooper Companies, Inc., dated December 14, 2010, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated December 15, 2010
|
4.1
|
- Amended and Restated Rights Agreement, dated as of October 29, 2007, between the Company and American Stock Transfer & Trust Company, as Rights Agent, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated October 30, 2007
|
4.2
|
- Indenture, dated as of January 31, 2007, by and among The Cooper Companies, Inc., the Subsidiary Guarantors listed on the signatures pages thereto, and HSBC Bank USA, National Association, including the form of 7.125% Senior Notes due 2015, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 6, 2007
|
4.3
|
- Registration Rights Agreement, dated as of January 31, 2007, by and among The Cooper Companies, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc. and KeyBanc Capital Markets, a division of McDonald Investments, Inc., incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on February 6, 2007
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10.1
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- Change in Control Agreement entered into as of August 21, 1989, by and between Robert S. Weiss and the Company, incorporated by reference to Exhibit 10.28 to Amendment No. 1 to the Company's Annual Report on Form 10‑K for the fiscal year ended October 31, 1992
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10.2
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- Change in Control Agreement entered into as of January 3, 2007, and amended September 9, 2008, by and between Albert G. White III and the Company
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10.3
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- The Cooper Companies, Inc. Change in Control Severance Plan, dated May 21, 2007, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10‑Q for the fiscal quarter ended July 31, 2007
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10.4
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- Change in Control Agreement entered into as of June 8, 2007, by and between The Cooper Companies, Inc. and Eugene J. Midlock, incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007
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10.5
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- Change in Control Agreement dated as of June 8, 2007, by and between The Cooper Companies, Inc. and John A. Weber, incorporated by reference to Exhibit 10.6 to the Company's Annual Report on form 10-K for the fiscal year ended October 31, 2008
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10.6
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- Change in Control Agreement dated as of June 8, 2007, by and between The Cooper Companies, Inc. and Carol R. Kaufman, incorporated by reference to Exhibit 10.2 to the Company's Annual Report on form 10-K for the fiscal year ended October 31, 2009
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10.7
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- Change in Control Agreement dated as of June 1, 2010, by and between The Cooper Companies, Inc. and Gregory W. Matz , incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2011
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10.8
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- 1996 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to Appendix A to the Company's Proxy Statement for its 1996 Annual Meeting of Stockholders
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10.9
|
- Amendment No. 1 to 1996 Long-term Incentive Plan for Non‑Employee Directors of The Cooper Companies, Inc., dated October 10, 1996, incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1996
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10.10
|
- Amendment No. 2 to 1996 Long-term Incentive Plan for Non‑Employee Directors of The Cooper Companies, Inc., dated October 29, 1997, incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1997
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10.11
|
- Amendment No. 3 to 1996 Long-term Incentive Plan for Non‑Employee Directors of The Cooper Companies, Inc., dated October 29, 1999, incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2001
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10.12
|
- Amendment No. 4 to 1996 Long-term Incentive Plan for Non‑Employee Directors of The Cooper Companies, Inc., dated October 24, 2000, incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2001
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10.13
|
- Amendment No. 5 to the 1996 Long-term Incentive Plan for Non-employee Directors of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2001
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10.14-
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Amendment No. 6 to the 1996 Long-term Incentive Plan for Non-employee Directors of The Cooper Companies, Inc., incorporated by reference to Exhibit 4.15 to the Company's Registration Statement on form S-8 dated November 21, 2002
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10.15-
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Amendment No. 7 to the 1996 Long-term Incentive Plan for Non-employee Directors of The Cooper Companies, Inc. dated November 4, 2002, incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2002
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10.16
|
- Amendment No. 8 to 1996 Long-term Incentive Plan for Non‑Employee Directors of The Cooper Companies, Inc. dated October 29, 2003, incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2003
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10.17-
|
Amendment No. 9 to 1996 Long-term Incentive Plan for Non‑Employee Directors of The Cooper Companies, Inc. dated November 9, 2005, incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2006
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10.18
|
- Form of Non-Qualified Stock Option Agreement Pursuant to The Cooper Companies, Inc. 1996 Long Term Incentive Plan for Non-Employee Directors, incorporated by reference to the Company's Current Report on Form 8-K dated December 13, 2004
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10.19
|
- Form of Restricted Stock Agreement Pursuant to The Cooper Companies, Inc. 1996 Long Term Incentive Plan for Non-Employee Directors, incorporated by reference to the Company's Current Report on Form 8-K dated December 13, 2004
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10.20
|
- The Second Amended and Restated 2006 Long Term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to the Company's Proxy Statement filed February 2, 2011
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10.21
|
- Amendment No. 1 to the Second Amended and Restated 2006 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2011
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10.22
|
- Amendment No. 2 to the Second Amended and Restated 2006 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2012
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10.23 -
|
Amendment No. 3 to the Second Amended and Restated 2006 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc.
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10.24
|
- Form of Non-Qualified Stock Option Agreement Pursuant to The Cooper Companies, Inc. 2006 Long Term Incentive Plan for Non-Employee Directors, incorporated by reference to Exhibit 10.25 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007
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10.25
|
- Form of Restricted Stock Agreement Pursuant to The Cooper Companies, Inc. 2006 Long Term Incentive Plan for Non-Employee Directors, incorporated by reference to Exhibit 10.26 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007
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10.26
|
- Second Amended and Restated 2001 Long-Term Incentive Plan, incorporated by reference to Appendix 10.2 to the Company's Quarterly Report on Form 10‑Q for the fiscal quarter ended April 30, 2006
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10.27
|
- Form of Incentive Stock Option Agreement Pursuant to The Cooper Companies, Inc. 2001 Long Term Incentive Plan, incorporated by reference to the Company's Current Report on Form 8-K dated December 13, 2004
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10.28
|
- The Second Amended and Restated 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to the Company's Proxy Statement filed February 2, 2011
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10.29
|
- Form of Non-Qualified Stock Option Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.32 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007
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10.30
|
- Form of UK Tax Approved Stock Option Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.33 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007
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10.31
|
- Form of Deferred Stock Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.34 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007
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10.32
(a)
-
|
License Agreement dated as of November 19, 2007, by and among CIBA Vision AG, CIBA Vision Corporate and CooperVision, Inc., incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2008
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10.33
(a)
-
|
Amendment No. 1 to the License Agreement dated as of November 19, 2007, by and among CIBA Vision AG, CIBA Vision Corporate and CooperVision, Inc., incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on December 21, 2012
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10.34-
|
Lease Contract dated as of November 6, 2003, by and between The Puerto Rico Industrial Development Company and Ocular Sciences Puerto Rico, Inc., incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 11, 2005
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10.35
|
- First Supplement and Amendment to Lease Contract dated as of December 30, 2003, by and between The Puerto Rico Industrial Development Company and Ocular Sciences Puerto Rico, Inc., incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated January 11, 2005
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10.36-
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Assignment of Lease Agreement dated as of June 29, 2004, by and among Ocular Sciences Puerto Rico, Inc., Ocular Sciences Cayman Islands Corporation and The Puerto Rico Industrial Development Company, incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated January 11, 2005
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10.37
|
- Credit Agreement, dated as of January 12, 2011, among The Cooper Companies, Inc., CooperVision International Holding Company LP, the lenders from time to time party thereto, KeyBank National Association, as a bookrunner, a lead arranger, and sole administrative agent, swing line lender and LC issuer, J.P. Morgan Securities LLC, as a lead arranger, bookrunner and syndication agent, Citigroup Global Markets Inc., as a lead arranger, bookrunner and syndication agent, Bank of America, N.A., as a lead arranger and documentation agent, and Wells Fargo Bank, National Association, as lead arranger and documentation agent, incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed March 4, 2011
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10.38 -
|
Amendment No. 1 to Credit Agreement, dated as of May 31, 2012, among The Cooper Companies, Inc., CooperVision International Holding Company, LP, the lenders party thereto and KeyBank National Association, as administrative agent, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated May 31, 2012
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10.39 -
|
Amendment No. 2 to Credit Agreement, dated as of September 12, 2013, among The Cooper Companies, Inc., CooperVision International Holding Company, LP, the lenders party thereto and KeyBank National Association, as administrative agent, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated September 17, 2013
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10.40
|
- The Cooper Companies, Inc. 2013 Incentive Payment Plan, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed January 4, 2013
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10.41 -
|
The Cooper Companies, Inc. 2014 Incentive Payment Plan, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed December 16, 2013
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10.42
|
- Form of Long Term Performance Share Award Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated February 13, 2009
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10.43 -
|
Term loan agreement, dated as of September 12, 2013, among The Cooper Companies, Inc., the lenders party thereto, and KeyBank National Association, as Administrative Agent, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated September 17, 2013
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11
(b)
|
- Calculation of earnings per share
|
21
|
- Subsidiaries
|
23
|
- Consent and Report on Schedule of Independent Registered Public Accounting Firm
|
31.1
|
- Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
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31.2
|
- Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
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32.1
|
- Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350
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32.2
|
- Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350
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|
|
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101
|
The following materials from the Company's Annual Report on Form 10-K for the year ended October 31, 2013, formatted in Extensible Business Reporting Language (XBRL); (i) Consolidated Statements of Income for the years ended October 31, 2013, 2012 and 2011, (ii) Consolidated Statements of Comprehensive Income (Loss) for the years ended October 31, 2013, 2012 and 2011, (iii) Consolidated Balance Sheets at October 2013 and 2012, (iv) Consolidated Statements of Stockholders' Equity for the years ended October 31, 2013, 2012 and 2011, (v) Consolidated Statements of Cash Flows for the years ended October 31, 2013, 2012 and 2011, (vi) related notes to consolidated financial statements and (vii) Schedule II Valuation and Qualifying Accounts.
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(a)
|
The agreement received confidential treatment from the Securities and Exchange Commission with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Commission.
|
(b)
|
The information required in this exhibit is provided in Note 6, Earnings Per Share, in this report.
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BOARD OF DIRECTORS
A. Thomas Bender
Chairman of the Board
Allan E. Rubenstein, M.D.
Vice Chairman and Lead Director,
Chairman of the Board, CalAsia
Pharmaceuticals, Inc.
Michael H. Kalkstein
Of Counsel, Palo Alto Office, Dechert LLP
Jody S. Lindell
President and Chief Executive Officer,
S.G. Management, Inc.
Gary S. Petersmeyer
Director
Donald Press
Executive Vice President,
Broadway Management Co., Inc.
Steven Rosenberg
Director
Robert S. Weiss
President, Chief Executive Officer and Director
Stanley Zinberg, M.D.
Director
COMMITTEES OF THE BOARD
Audit Committee
Steven Rosenberg (Chairman)
Michael H. Kalkstein
Jody S. Lindell
Corporate Governance and Nominating Committee
Donald Press (Chairman)
Steven Rosenberg
Allan E. Rubenstein, M.D.
Stanley Zinberg, M.D.
Organization and Compensation Committee
Michael H. Kalkstein (Chairman)
Jody S. Lindell
Donald Press
Gary S. Petersmeyer
Allan E. Rubenstein, M.D.
Science and Technology Committee
Stanley Zinberg, M.D. (Chairman)
A. Thomas Bender
Gary S. Petersmeyer
Allan E. Rubenstein, M.D.
Robert S. Weiss
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EXECUTIVE OFFICERS
Robert S. Weiss
President and Chief Executive Officer
Rodney E. Folden
Vice President and
Corporate Controller
Carol R. Kaufman
Executive Vice President,
Secretary, Chief Administrative Officer
and Chief Governance Officer
Greg W. Matz
Vice President, Chief Financial Officer
and Chief Risk Officer
Daniel G. McBride, Esq.
Executive Vice President, Chief Operating Officer and General Counsel
Nicholas J. Pichotta
President and Chief Executive Officer,
Cooper Medical, Inc.
Paul Remmell
President and Chief Executive Officer,
CooperSurgical, Inc.
John A. Weber
President, CooperVision, Inc.
Albert G. White III
Vice President and Chief Strategy Officer
PRINCIPAL SUBSIDIARIES
CooperVision, Inc.
6150 Stoneridge Mall Road
Suite 370
Pleasanton, CA 94588
585-385-6810
www.coopervision.com
CooperSurgical, Inc.
75 Corporate Drive
Trumbull, CT 06611
203-601-5200
www.coopersurgical.com
CORPORATE OFFICES
The Cooper Companies, Inc.
6140 Stoneridge Mall Road
Suite 590
Pleasanton, CA 94588
925-460-3600
www.coopercos.com
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|
INVESTOR INFORMATION
Recent news releases, the annual report on Securities and Exchange Commission Form 10-K, information about the Company's corporate governance program, recent investor presentations, replays of quarterly conference calls and historical stock quotes are available on our Web site at www.coopercos.com.
INVESTOR RELATIONS CONTACT
Albert G. White III
Vice President and Chief Strategy Officer
6140 Stoneridge Mall Road
Suite 590
Pleasanton, CA 94588
Voice: 925-460-3663
Fax: 925-460-3648
E-mail: ir@cooperco.com
ANNUAL MEETING
The Cooper Companies will hold its Annual Stockholders' Meeting in March 2014.
TRANSFER AGENT
American Stock Transfer & Trust Company
59 Maiden Lane - Plaza Level
New York, NY 10038
800-937-5449
TRADEMARKS
The Cooper Companies, Inc., its subsidiaries or affiliates own, license or distribute the registered trademarks, common law trademarks and trade names referenced in this report.
INDEPENDENT AUDITORS
KPMG LLP
STOCK EXCHANGE LISTING
The New York Stock Exchange
Ticker Symbol “COO”
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1.
|
By inserting the following new section as Section l(g) of the Agreement, and by renumbering the following sections accordingly:
|
2.
|
By adding the following at the end of Section 2 of the Agreement:
|
3.
|
By adding the following new section as Section 9 of the Agreement:
|
By:
|
/s/ Carol R. Kaufman
|
Title:
|
Executive Vice President, Secretary, Chief Administrative Officer & Chief Governance Officer
|
Date: December 20, 2013
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|
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/s/ Robert S. Weiss
|
|
|
Robert S. Weiss
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|
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President and
Chief Executive Officer
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Date: December 20, 2013
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|
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/s/ Gregory W. Matz
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|
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Gregory W. Matz
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Vice President and Chief Financial Officer
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•
|
the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2013, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: December 20, 2013
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/s/ Robert S. Weiss
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|
Robert S. Weiss
|
|
President and Chief Executive Officer
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•
|
the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2013, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: December 20, 2013
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/s/ Gregory W. Matz
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|
Gregory W. Matz
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Vice President and Chief Financial Officer
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