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 2017
|
|
Part III
|
PART I
|
|
Page
|
Item 1.
|
Business
|
|
Item 1A.
|
Risk Factors
|
|
Item 1B.
|
Unresolved Staff Comments
|
|
Item 2.
|
Properties
|
|
Item 3.
|
Legal Proceedings
|
|
PART II
|
|
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
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 the global or regional general business, political and economic conditions, including the impact of continuing uncertainty and instability of certain countries that could adversely affect our global markets, and the potential adverse economic impact and related uncertainty caused by the United Kingdom’s election to withdraw from the European Union.
|
•
|
Foreign currency exchange rate and interest rate fluctuations including the risk of fluctuations in the value of foreign currencies that would decrease our revenues and earnings.
|
•
|
Acquisition-related adverse effects including the failure to successfully obtain the anticipated revenues, margins and earnings benefits of acquisitions; integration delays or costs and the requirement to record significant adjustments to the preliminary fair value of assets acquired and liabilities assumed within the measurement period, required regulatory approvals for an acquisition not being obtained or being delayed or subject to conditions that are not anticipated, adverse impacts of changes to accounting controls and reporting procedures, contingent liabilities or indemnification obligations, increased leverage and lack of access to available financing (including financing for the acquisition or refinancing of debt owed by us on a timely basis and on reasonable terms).
|
•
|
Our indebtedness and associated interest expense, could adversely affect our financial health, prevent us from fulfilling our debt obligations or limit our ability to borrow additional funds.
|
•
|
A major disruption in the operations of our manufacturing, accounting and financial reporting, research and development or distribution facilities due to integration of acquisitions, natural disasters, or other causes.
|
•
|
A major disruption in the operations of our manufacturing, accounting and financial reporting, research and development or distribution facilities due to technological problems, including any related to our information systems maintenance, enhancements or new system deployments, integrations or upgrades.
|
•
|
Changes in tax laws or their interpretation and changes in statutory tax rates.
|
•
|
Disruptions in supplies of raw materials, particularly components used to manufacture our silicone hydrogel lenses.
|
•
|
New U.S. and foreign government laws and regulations, and changes in existing laws, regulations and enforcement guidance, which affect the health care industry, including the contact lens industry and the medical device industry.
|
•
|
Compliance costs and potential liability in connection with U.S. and foreign laws and health care regulations pertaining to privacy and security of third party information, including product recalls, warning letters, and data security breaches.
|
•
|
Legal costs, insurance expenses, settlement costs and the risk of an adverse decision, prohibitive injunction or settlement related to product liability, patent infringement or other litigation.
|
•
|
Limitations on sales following 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.
|
•
|
Failure to receive, or delays in receiving, U.S. or foreign regulatory approvals for products.
|
•
|
Failure of our customers and end users to obtain adequate coverage and reimbursement from third party payors for our products and services.
|
•
|
The requirement to provide for a significant liability or to write off, or accelerate depreciation on, a significant asset, including goodwill and idle manufacturing facilities and equipment.
|
•
|
The success of our 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, 2016
, 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, toric and multifocal 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.
|
•
|
We believe that approximately one-third of the office visits to ob/gyns are patients seeking diagnosis and treatment for the symptoms of abnormal uterine bleeding.
|
•
|
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 in these cases.
|
•
|
IVF is performed by reproductive endocrinologists, a subgroup of ob/gyns, along with partner embryologists.
|
•
|
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 procedure.
|
•
|
Hysterectomy is one of the most commonly performed surgical procedures.
|
•
|
Hysteroscopy is commonly used in the evaluation of abnormal uterine bleeding.
|
•
|
The trend to move hospital-based procedures to an office or clinical setting is continuing as a method to reduce cost to the health care system without compromising clinical outcomes.
|
•
|
Increased awareness of improved IVF outcomes with preimplantation genetic screening will continue.
|
•
|
failure to successfully obtain the anticipated revenues, margins and earnings benefits;
|
•
|
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, including but not limited to third party compliance and due diligence;
|
•
|
increased leverage and the risk of lack of access to available financing, including financing for the acquisition or refinancing of debt owed by us on a timely basis and on reasonable terms;
|
•
|
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, contingent liabilities or indemnification obligations 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 and the risk that we are required to record significant adjustments to the preliminary fair value of assets acquired and liabilities assumed within the measurement period.
|
•
|
acceptance of our products by eye care and health care practitioners;
|
•
|
the cost competitiveness of our products;
|
•
|
consumer reluctance to try and use a new product;
|
•
|
regulatory and legislative requirements;
|
•
|
adequate coverage and reimbursement by third party payors;
|
•
|
the earlier release of competitive products, such as new 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, Russia, Brazil and other developing nations due to, among other things, customer acceptance, undeveloped and/or unfamiliar distribution channels, regulatory restrictions and changes, 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 legal, compliance and regulatory requirements such as the Foreign Corrupt Practices Act, the Dodd-Frank Act, the U.K. Bribery Act and international data security and privacy laws;
|
•
|
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 and other nations import-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, including but not limited to increased enforcement of potentially conflicting and ambiguous anti-bribery laws;
|
•
|
we may have difficulty enforcing agreements and collecting receivables through some foreign legal systems; and
|
•
|
we may be subject to unforseen economic or political events in certain countries that may have an impact on our customers' ability or preferences to buy our products.
|
•
|
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 selling products that incorporate the challenged intellectual property;
|
•
|
require us to redesign or re-engineer 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, or refinance our indebtedness on favorable terms or at all.
|
•
|
Establishment of the Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with funding for such research;
|
•
|
Reporting and disclosure requirements on medical device manufacturers for certain payments or other “transfers of value” made to physicians and physicians family members, certain healthcare facilities, and any ownership and investment interests held by physicians and physician family members, and any payments or other “transfers of value” to such owners. Manufacturers are required to submit reports to the Centers for Medicare & Medicaid Services (CMS) by the 90
th
day of each calendar year;
|
•
|
A 2.3 percent excise tax, currently suspended until 2018, 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;
|
•
|
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 health care services through bundled payment models;
|
•
|
Creation of the Independent Payment Advisory Board which has 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 CMS to test innovative payment and service delivery models to lower Medicare and Medicaid spending.
|
Location
|
Approximate
Square Feet
|
|
Operations
|
|
AMERICAS
|
|
|
|
|
United States:
|
|
|
|
|
California
|
106,997
|
|
|
Executive offices; CooperVision research & development and administrative offices
|
New York
|
378,007
|
|
|
CooperVision manufacturing, marketing, distribution and administrative offices
|
Connecticut
|
291,237
|
|
|
CooperSurgical manufacturing, marketing, distribution, research & development and administrative offices
|
Texas
|
36,113
|
|
|
CooperSurgical manufacturing
|
Puerto Rico
|
509,284
|
|
|
CooperVision manufacturing and distribution
|
Costa Rica
|
115,486
|
|
|
CooperVision manufacturing and office
|
Brazil
|
16,576
|
|
|
CooperVision marketing and distribution
|
Canada
|
14,593
|
|
|
CooperVision marketing
|
Other Americas
|
54,609
|
|
|
CooperVision marketing and distribution; CooperSurgical manufacturing and marketing
|
|
|
|
|
|
EMEA
|
|
|
|
|
United Kingdom
|
689,554
|
|
|
CooperVision manufacturing, marketing, distribution, research & development and administrative offices; CooperSurgical marketing
|
Hungary
|
228,447
|
|
|
CooperVision manufacturing and marketing
|
Belgium
|
226,411
|
|
|
CooperVision distribution
|
Denmark
|
66,751
|
|
|
CooperSurgical manufacturing, marketing and administrative offices
|
Germany
|
27,610
|
|
|
CooperVision marketing and distribution; CooperSurgical manufacturing, marketing and distribution
|
Other EMEA
|
146,958
|
|
|
CooperVision and CooperSurgical marketing and distribution
|
|
|
|
|
|
ASIA PACIFIC
|
|
|
|
|
Japan
|
73,932
|
|
|
CooperVision marketing, distribution and administrative offices; CooperSurgical marketing
|
Australia
|
41,382
|
|
|
CooperVision manufacturing, marketing, distribution and administrative offices; CooperSurgical marketing
|
Other Asia Pacific
|
55,726
|
|
|
CooperVision and CooperSurgical marketing and distribution
|
|
2016
|
|
2015
|
||||||||||||
Quarterly Common Stock Price Range
Years Ended October 31,
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
Fiscal Quarter Ended
|
|
|
|
|
|
|
|
||||||||
January 31
|
$
|
155.18
|
|
|
$
|
119.28
|
|
|
$
|
171.54
|
|
|
$
|
154.21
|
|
April 30
|
$
|
161.17
|
|
|
$
|
123.80
|
|
|
$
|
190.00
|
|
|
$
|
154.80
|
|
July 31
|
$
|
183.49
|
|
|
$
|
152.09
|
|
|
$
|
186.37
|
|
|
$
|
170.50
|
|
October 31
|
$
|
190.99
|
|
|
$
|
174.51
|
|
|
$
|
179.75
|
|
|
$
|
136.75
|
|
|
10/11
|
|
10/12
|
|
10/13
|
|
10/14
|
|
10/15
|
|
10/16
|
||||||||||||
The Cooper Companies, Inc.
|
$
|
100.00
|
|
|
$
|
138.61
|
|
|
$
|
186.71
|
|
|
$
|
236.93
|
|
|
$
|
220.33
|
|
|
$
|
254.68
|
|
S&P Midcap 400
|
$
|
100.00
|
|
|
$
|
112.11
|
|
|
$
|
149.64
|
|
|
$
|
167.08
|
|
|
$
|
172.80
|
|
|
$
|
183.61
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
115.21
|
|
|
$
|
146.52
|
|
|
$
|
171.82
|
|
|
$
|
180.75
|
|
|
$
|
188.90
|
|
S&P Health Care Equipment
|
$
|
100.00
|
|
|
$
|
114.17
|
|
|
$
|
143.34
|
|
|
$
|
178.57
|
|
|
$
|
194.72
|
|
|
$
|
220.26
|
|
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
|
||||||
8/1/16 – 8/31/16
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
118,400,000
|
|
9/1/16 – 9/30/16
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
118,400,000
|
|
10/1/16 – 10/31/16
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
118,400,000
|
|
Total
|
|
—
|
|
|
|
|
—
|
|
|
|
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)
|
1,858,962
|
|
$107.74
|
|
2,162,948
|
Equity compensation plans not
approved by shareholders
|
—
|
|
—
|
|
—
|
Total
|
1,858,962
|
|
$107.74
|
|
2,162,948
|
Years Ended October 31,
(In thousands, except per share amounts)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Consolidated Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,966,814
|
|
|
$
|
1,797,060
|
|
|
$
|
1,717,776
|
|
|
$
|
1,587,725
|
|
|
$
|
1,445,136
|
|
Gross profit
|
$
|
1,173,079
|
|
|
$
|
1,070,262
|
|
|
$
|
1,091,570
|
|
|
$
|
1,026,808
|
|
|
$
|
924,010
|
|
Income before income taxes
|
$
|
295,633
|
|
|
$
|
215,485
|
|
|
$
|
296,534
|
|
|
$
|
312,271
|
|
|
$
|
275,452
|
|
Net income attributable to
Cooper stockholders
|
$
|
273,917
|
|
|
$
|
203,523
|
|
|
$
|
269,856
|
|
|
$
|
296,151
|
|
|
$
|
248,339
|
|
Diluted earnings per share attributable to Cooper stockholders
|
$
|
5.59
|
|
|
$
|
4.14
|
|
|
$
|
5.51
|
|
|
$
|
5.96
|
|
|
$
|
5.05
|
|
Number of shares used to compute diluted earnings per share
|
49,026
|
|
|
49,179
|
|
|
48,960
|
|
|
49,685
|
|
|
49,152
|
|
|||||
Dividends paid per share
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
Consolidated Financial Position
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
934,458
|
|
|
$
|
841,428
|
|
|
$
|
791,617
|
|
|
$
|
747,241
|
|
|
$
|
657,860
|
|
Property, plant and equipment, net
|
877,672
|
|
|
967,097
|
|
|
937,325
|
|
|
739,867
|
|
|
640,255
|
|
|||||
Goodwill
|
2,164,748
|
|
|
2,197,077
|
|
|
2,220,921
|
|
|
1,387,611
|
|
|
1,370,247
|
|
|||||
Other intangible assets, net
|
441,086
|
|
|
411,090
|
|
|
453,605
|
|
|
198,769
|
|
|
214,783
|
|
|||||
Other assets
|
57,954
|
|
|
43,172
|
|
|
54,872
|
|
|
63,773
|
|
|
58,239
|
|
|||||
|
$
|
4,475,918
|
|
|
$
|
4,459,864
|
|
|
$
|
4,458,340
|
|
|
$
|
3,137,261
|
|
|
$
|
2,941,384
|
|
Short-term debt
|
$
|
226,325
|
|
|
$
|
243,803
|
|
|
$
|
101,518
|
|
|
$
|
42,987
|
|
|
$
|
25,284
|
|
Other current liabilities
|
310,130
|
|
|
324,979
|
|
|
340,664
|
|
|
278,266
|
|
|
237,268
|
|
|||||
Long-term debt
|
1,107,448
|
|
|
1,105,408
|
|
|
1,280,833
|
|
|
301,670
|
|
|
348,422
|
|
|||||
Other liabilities
|
131,980
|
|
|
111,770
|
|
|
146,885
|
|
|
90,844
|
|
|
117,252
|
|
|||||
Total liabilities
|
1,775,883
|
|
|
1,785,960
|
|
|
1,869,900
|
|
|
713,767
|
|
|
728,226
|
|
|||||
Stockholders' equity
|
2,700,035
|
|
|
2,673,904
|
|
|
2,588,440
|
|
|
2,423,494
|
|
|
2,213,158
|
|
|||||
|
$
|
4,475,918
|
|
|
$
|
4,459,864
|
|
|
$
|
4,458,340
|
|
|
$
|
3,137,261
|
|
|
$
|
2,941,384
|
|
•
|
Net sales up 9% to $1.97 billion from $1.80 billion in fiscal 2015
|
•
|
Gross margin 60% of net sales compared with 60% in fiscal 2015
|
•
|
Operating income up 37% to $324.1 million from $236.7 million
|
•
|
Interest expense increased to $26.2 million from $18.1 million
|
•
|
Diluted earnings per share up 35% to $5.59 from $4.14
|
•
|
Operating cash flow $509.6 million up 30% from $391.0 million
|
•
|
CooperVision develops, manufactures and markets a broad range of soft contact lenses for the worldwide vision correction market.
|
•
|
CooperSurgical develops, manufactures and markets medical devices and procedure solutions to improve health care delivery to families.
|
($ in millions)
|
2016 vs. 2015
|
|
% Change
|
|
2015 vs. 2014
|
|
% Change
|
||||||
CooperVision
|
$
|
89.4
|
|
|
6
|
%
|
|
$
|
95.1
|
|
|
7
|
%
|
CooperSurgical
|
80.3
|
|
|
26
|
%
|
|
(15.8
|
)
|
|
(5
|
)%
|
||
|
$
|
169.7
|
|
|
9
|
%
|
|
$
|
79.3
|
|
|
5
|
%
|
•
|
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)
|
2016
|
|
2015
|
|
2016 vs. 2015 % Change
|
|||||
Americas
|
$
|
650.7
|
|
|
$
|
624.3
|
|
|
4
|
%
|
EMEA
|
612.3
|
|
|
602.1
|
|
|
2
|
%
|
||
Asia Pacific
|
314.2
|
|
|
261.4
|
|
|
20
|
%
|
||
|
$
|
1,577.2
|
|
|
$
|
1,487.8
|
|
|
6
|
%
|
Year Ended October 31,
($ in millions)
|
|
2016
|
|
% Net
Sales |
|
2015
|
|
% Net
Sales |
|
2016 vs. 2015 % Change
|
|||||||
Office and surgical procedures
|
|
$
|
213.8
|
|
|
55
|
%
|
|
$
|
204.1
|
|
|
66
|
%
|
|
5
|
%
|
Fertility
|
|
175.8
|
|
|
45
|
%
|
|
105.2
|
|
|
34
|
%
|
|
67
|
%
|
||
|
|
$
|
389.6
|
|
|
100
|
%
|
|
$
|
309.3
|
|
|
100
|
%
|
|
26
|
%
|
•
|
Net sales up 5% to $1.80 billion from $1.72 billion in fiscal year 2014
|
•
|
Gross margin 60% of net sales down from 64%
|
•
|
Operating income down 23% to $236.7 million from $306.5 million
|
•
|
Interest expense increased to $18.1 million from $8.0 million
|
•
|
Diluted earnings per share down 25% to $4.14 from $5.51
|
•
|
Operating cash flow $391.0 million down 14% from $454.8 million
|
Years Ended October 31,
|
2015
|
|
2015 vs. 2014 % Change
|
|
2014
|
|
2014 vs. 2013 % Change
|
|
2013
|
|||||
Net sales
|
100
|
%
|
|
5
|
%
|
|
100
|
%
|
|
8
|
%
|
|
100
|
%
|
Cost of sales
|
40
|
%
|
|
16
|
%
|
|
36
|
%
|
|
12
|
%
|
|
35
|
%
|
Gross profit
|
60
|
%
|
|
(2
|
)%
|
|
64
|
%
|
|
6
|
%
|
|
65
|
%
|
Selling, general and administrative expense
|
40
|
%
|
|
4
|
%
|
|
40
|
%
|
|
12
|
%
|
|
38
|
%
|
Research and development expense
|
4
|
%
|
|
5
|
%
|
|
4
|
%
|
|
13
|
%
|
|
4
|
%
|
Amortization of intangibles
|
3
|
%
|
|
44
|
%
|
|
2
|
%
|
|
18
|
%
|
|
2
|
%
|
Loss on divestiture of Aime
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
%
|
Operating income
|
13
|
%
|
|
(23
|
)%
|
|
18
|
%
|
|
0.2
|
%
|
|
19
|
%
|
•
|
CooperVision develops, manufactures and markets a broad range of soft contact lenses for the worldwide vision correction market.
|
•
|
CooperSurgical develops, manufactures and markets medical devices and procedure solutions to improve health care delivery to families.
|
($ in millions)
|
2015 vs. 2014
|
|
% Change
|
|
2014 vs. 2013
|
|
% Change
|
||||||
CooperVision
|
$
|
95.1
|
|
|
7
|
%
|
|
$
|
124.3
|
|
|
10
|
%
|
CooperSurgical
|
(15.8
|
)
|
|
(5
|
)%
|
|
5.7
|
|
|
2
|
%
|
||
|
$
|
79.3
|
|
|
5
|
%
|
|
$
|
130.0
|
|
|
8
|
%
|
($ in millions)
|
2015
|
|
2014
|
|
2015 vs. 2014 % Change
|
|||||
Americas
|
$
|
624.3
|
|
|
$
|
585.6
|
|
|
7
|
%
|
EMEA
|
602.1
|
|
|
533.5
|
|
|
13
|
%
|
||
Asia Pacific
|
261.4
|
|
|
273.5
|
|
|
(4
|
)%
|
||
|
$
|
1,487.8
|
|
|
$
|
1,392.6
|
|
|
7
|
%
|
Year Ended October 31,
($ in millions)
|
|
2015
|
|
% Net
Sales |
|
2014
|
|
% Net
Sales |
|
2015 vs. 2014 % Change
|
|||||||
Office and surgical procedures
|
|
$
|
204.1
|
|
|
66
|
%
|
|
$
|
211.9
|
|
|
65
|
%
|
|
(4
|
)%
|
Fertility
|
|
105.2
|
|
|
34
|
%
|
|
113.2
|
|
|
35
|
%
|
|
(7
|
)%
|
||
|
|
$
|
309.3
|
|
|
100
|
%
|
|
$
|
325.1
|
|
|
100
|
%
|
|
(5
|
)%
|
Gross Profit Percentage of Net Sales
|
2016
|
|
2015
|
|
2014
|
|||
CooperVision
|
59
|
%
|
|
59
|
%
|
|
63
|
%
|
CooperSurgical
|
62
|
%
|
|
64
|
%
|
|
64
|
%
|
Consolidated
|
60
|
%
|
|
60
|
%
|
|
64
|
%
|
($ in millions)
|
2016
|
|
% Net
Sales
|
|
2016 vs. 2015
% Change
|
|
2015
|
|
% Net
Sales
|
|
2015 vs. 2014
% Change
|
|
2014
|
|
% Net
Sales |
|||||||||||
CooperVision
|
$
|
535.3
|
|
|
34
|
%
|
|
(3
|
)%
|
|
$
|
552.1
|
|
|
37
|
%
|
|
7
|
%
|
|
$
|
518.2
|
|
|
37
|
%
|
CooperSurgical
|
141.6
|
|
|
36
|
%
|
|
27
|
%
|
|
111.2
|
|
|
36
|
%
|
|
(2
|
)%
|
|
113.4
|
|
|
35
|
%
|
|||
Corporate
|
45.9
|
|
|
—
|
|
|
(7
|
)%
|
|
49.2
|
|
|
—
|
|
|
(4
|
)%
|
|
51.5
|
|
|
—
|
|
|||
|
$
|
722.8
|
|
|
37
|
%
|
|
1
|
%
|
|
$
|
712.5
|
|
|
40
|
%
|
|
4
|
%
|
|
$
|
683.1
|
|
|
40
|
%
|
($ in millions)
|
2016
|
|
% Net
Sales
|
|
2016 vs. 2015 % Change
|
|
2015
|
|
% Net
Sales
|
|
2015 vs. 2014 % Change
|
|
2014
|
|
% Net
Sales |
|||||||||||
CooperVision
|
$
|
46.9
|
|
|
3
|
%
|
|
(15
|
)%
|
|
$
|
55.2
|
|
|
4
|
%
|
|
5
|
%
|
|
$
|
52.3
|
|
|
4
|
%
|
CooperSurgical
|
18.5
|
|
|
5
|
%
|
|
28
|
%
|
|
14.4
|
|
|
5
|
%
|
|
3
|
%
|
|
14.0
|
|
|
4
|
%
|
|||
|
$
|
65.4
|
|
|
3
|
%
|
|
(6
|
)%
|
|
$
|
69.6
|
|
|
4
|
%
|
|
5
|
%
|
|
$
|
66.3
|
|
|
4
|
%
|
($ in millions)
|
2016
|
|
% Net
Sales
|
|
2016 vs. 2015 % Change
|
|
2015
|
|
% Net
Sales
|
|
2015 vs. 2014 % Change
|
|
2014
|
|
% Net
Sales |
|||||||||||
CooperVision
|
$
|
40.1
|
|
|
3
|
%
|
|
9
|
%
|
|
$
|
36.6
|
|
|
3
|
%
|
|
61
|
%
|
|
$
|
22.7
|
|
|
2
|
%
|
CooperSurgical
|
20.7
|
|
|
5
|
%
|
|
40
|
%
|
|
14.9
|
|
|
5
|
%
|
|
14
|
%
|
|
13.0
|
|
|
4
|
%
|
|||
|
$
|
60.8
|
|
|
3
|
%
|
|
18
|
%
|
|
$
|
51.5
|
|
|
3
|
%
|
|
44
|
%
|
|
$
|
35.7
|
|
|
2
|
%
|
($ in millions)
|
2016
|
|
% Net
Sales
|
|
2016 vs. 2015
% Change
|
|
2015
|
|
% Net
Sales
|
|
2015 vs. 2014
% Change
|
|
2014
|
|
% Net
Sales |
|||||||||||
CooperVision
|
$
|
309.8
|
|
|
20
|
%
|
|
35
|
%
|
|
$
|
229.8
|
|
|
15
|
%
|
|
(20
|
)%
|
|
$
|
289.0
|
|
|
21
|
%
|
CooperSurgical
|
60.2
|
|
|
15
|
%
|
|
7
|
%
|
|
56.1
|
|
|
18
|
%
|
|
(19
|
)%
|
|
69.0
|
|
|
21
|
%
|
|||
Corporate
|
(45.9
|
)
|
|
—
|
|
|
7
|
%
|
|
(49.2
|
)
|
|
—
|
|
|
4
|
%
|
|
(51.5
|
)
|
|
—
|
|
|||
|
$
|
324.1
|
|
|
16
|
%
|
|
37
|
%
|
|
$
|
236.7
|
|
|
13
|
%
|
|
(23
|
)%
|
|
$
|
306.5
|
|
|
18
|
%
|
($ in millions)
|
2016
|
|
% Net
Sales
|
|
2016 vs. 2015 % Change
|
|
2015
|
|
% Net
Sales
|
|
2015 vs. 2014 % Change
|
|
2014
|
|
% Net
Sales |
|||||||||||
Interest expense
|
$
|
26.2
|
|
|
1
|
%
|
|
45
|
%
|
|
$
|
18.1
|
|
|
1
|
%
|
|
127
|
%
|
|
$
|
8.0
|
|
|
0.5
|
%
|
Years Ended October 31,
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Foreign exchange loss
|
$
|
1.6
|
|
|
$
|
3.5
|
|
|
$
|
2.9
|
|
Other expense (income), net
|
0.7
|
|
|
(0.4
|
)
|
|
(0.9
|
)
|
|||
|
$
|
2.3
|
|
|
$
|
3.1
|
|
|
$
|
2.0
|
|
•
|
Operating cash flow $509.6 million up from $391.0 million in fiscal 2015
|
•
|
Expenditures for purchases of property, plant and equipment $152.6 million down from $243.0 million in fiscal 2015
|
•
|
Cash payments for acquisitions, $266.1 million, primarily CooperSurgical acquisitions, compared to $44.9 million in fiscal 2015
|
•
|
Total debt at $1.33 billion at the end of fiscal 2016 compared to $1.35 billion at the end of fiscal 2015
|
Years Ended October 31,
($ in millions)
|
2016
|
|
2015
|
||||
Cash and cash equivalents
|
$
|
100.8
|
|
|
$
|
16.4
|
|
Total assets
|
$
|
4,475.9
|
|
|
$
|
4,459.9
|
|
Working capital
|
$
|
398.0
|
|
|
$
|
272.6
|
|
Total debt
|
$
|
1,333.8
|
|
|
$
|
1,349.2
|
|
Stockholders’ equity
|
$
|
2,700.0
|
|
|
$
|
2,673.9
|
|
Ratio of debt to equity
|
0.49:1
|
|
|
0.50:1
|
|
||
Debt as a percentage of total capitalization
|
33
|
%
|
|
34
|
%
|
Payments Due by Period
(In millions)
|
Total
|
|
2017
|
|
2018
& 2019
|
|
2020
& 2021
|
|
2022
& Beyond
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
$
|
1,111.4
|
|
|
$
|
—
|
|
|
$
|
281.2
|
|
|
$
|
830.2
|
|
|
$
|
—
|
|
Interest payments
|
82.0
|
|
|
24.0
|
|
|
36.0
|
|
|
22.0
|
|
|
—
|
|
|||||
Operating leases
|
233.0
|
|
|
27.4
|
|
|
45.2
|
|
|
35.6
|
|
|
124.8
|
|
|||||
Contingent consideration
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
1,426.9
|
|
|
51.9
|
|
|
362.4
|
|
|
887.8
|
|
|
124.8
|
|
|||||
Commercial commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Stand-by letters of credit
|
4.6
|
|
|
4.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
1,431.5
|
|
|
$
|
56.5
|
|
|
$
|
362.4
|
|
|
$
|
887.8
|
|
|
$
|
124.8
|
|
•
|
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, surgical instruments, accessories, diagnostic products and services, this primarily occurs when title and risk of ownership transfers to our customers, and/or when services are rendered. 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. We record 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 saleability. 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. We target to keep, on average,
five
to
seven
months of inventory on hand to maintain high customer service levels given the complexity of our contact lens and women's health care product portfolios.
|
•
|
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
2016
, and our analysis indicated that we had
no
impairment of goodwill. We performed our annual impairment test in our fiscal third quarter of
2015
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 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 - We grant 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)
|
2016
|
|
2015
|
||||
Short-term debt
|
$
|
17.1
|
|
|
$
|
240.4
|
|
Current portion of long-term debt
|
209.3
|
|
|
3.4
|
|
||
Long-term debt
|
1,107.4
|
|
|
1,105.4
|
|
||
Total
|
$
|
1,333.8
|
|
|
$
|
1,349.2
|
|
Expected Maturity Date Fiscal Year
($ in millions)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Fair
Value
|
||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed interest rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Average interest rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||||||||||
Variable interest rate
|
$
|
—
|
|
|
$
|
281.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
830.2
|
|
|
$
|
—
|
|
|
$
|
1,111.4
|
|
|
$1,111.4
|
||
Average interest rate
|
—
|
|
|
1.8
|
%
|
|
—
|
|
|
—
|
|
|
1.8
|
%
|
|
—
|
|
|
|
|
|
Years Ended October 31,
(In thousands, except per share amounts)
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
1,966,814
|
|
|
$
|
1,797,060
|
|
|
$
|
1,717,776
|
|
Cost of sales
|
793,735
|
|
|
726,798
|
|
|
626,206
|
|
|||
Gross profit
|
1,173,079
|
|
|
1,070,262
|
|
|
1,091,570
|
|
|||
Selling, general and administrative expense
|
722,798
|
|
|
712,543
|
|
|
683,115
|
|
|||
Research and development expense
|
65,411
|
|
|
69,589
|
|
|
66,259
|
|
|||
Amortization of intangibles
|
60,790
|
|
|
51,459
|
|
|
35,710
|
|
|||
Operating income
|
324,080
|
|
|
236,671
|
|
|
306,486
|
|
|||
Interest expense
|
26,190
|
|
|
18,103
|
|
|
7,965
|
|
|||
Other expense, net
|
2,257
|
|
|
3,083
|
|
|
1,987
|
|
|||
Income before income taxes
|
295,633
|
|
|
215,485
|
|
|
296,534
|
|
|||
Provision for income taxes
|
20,699
|
|
|
10,341
|
|
|
24,705
|
|
|||
Net income
|
274,934
|
|
|
205,144
|
|
|
271,829
|
|
|||
Less: net income attributable to noncontrolling interests
|
1,017
|
|
|
1,621
|
|
|
1,973
|
|
|||
Net income attributable to Cooper stockholders
|
$
|
273,917
|
|
|
$
|
203,523
|
|
|
$
|
269,856
|
|
Earnings per share attributable to Cooper stockholders - basic
|
$
|
5.65
|
|
|
$
|
4.20
|
|
|
$
|
5.61
|
|
Earnings per share attributable to Cooper stockholders - diluted
|
$
|
5.59
|
|
|
$
|
4.14
|
|
|
$
|
5.51
|
|
Number of shares used to compute earnings per share attributable to Cooper stockholders:
|
|
|
|
|
|
||||||
Basic
|
48,520
|
|
|
48,452
|
|
|
48,061
|
|
|||
Diluted
|
49,026
|
|
|
49,179
|
|
|
48,960
|
|
Years Ended October 31,
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
274,934
|
|
|
205,144
|
|
|
$
|
271,829
|
|
||
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(289,648
|
)
|
|
(79,424
|
)
|
|
(87,763
|
)
|
|||
Change in value of derivative instruments, net of tax provision of $0, $30 and $630, respectively
|
—
|
|
|
47
|
|
|
986
|
|
|||
Change in minimum pension liability, net of tax (benefit) of $(5,331), $(3,908), and $(2,348), respectively
|
(8,309
|
)
|
|
(6,084
|
)
|
|
(3,643
|
)
|
|||
Other comprehensive loss
|
(297,957
|
)
|
|
(85,461
|
)
|
|
(90,420
|
)
|
|||
Comprehensive (loss) income
|
(23,023
|
)
|
|
119,683
|
|
|
181,409
|
|
|||
Less: comprehensive income attributable to noncontrolling interests
|
990
|
|
|
533
|
|
|
733
|
|
|||
Comprehensive (loss) income attributable to Cooper stockholders
|
$
|
(24,013
|
)
|
|
$
|
119,150
|
|
|
$
|
180,676
|
|
October 31,
(In thousands)
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
100,817
|
|
|
$
|
16,426
|
|
Trade accounts receivable, net of allowance for doubtful accounts of $8,517 at October 31, 2016 and $5,956 at October 31, 2015
|
291,370
|
|
|
282,918
|
|
||
Inventories
|
417,696
|
|
|
419,692
|
|
||
Deferred tax assets
|
47,103
|
|
|
41,731
|
|
||
Prepaid expense and other current assets
|
77,472
|
|
|
80,661
|
|
||
Total current assets
|
934,458
|
|
|
841,428
|
|
||
Property, plant and equipment, at cost
|
1,603,243
|
|
|
1,650,730
|
|
||
Less: accumulated depreciation and amortization
|
725,571
|
|
|
683,633
|
|
||
|
877,672
|
|
|
967,097
|
|
||
Goodwill
|
2,164,748
|
|
|
2,197,077
|
|
||
Other intangibles, net
|
441,086
|
|
|
411,090
|
|
||
Deferred tax assets
|
6,107
|
|
|
4,510
|
|
||
Other assets
|
51,847
|
|
|
38,662
|
|
||
|
$
|
4,475,918
|
|
|
$
|
4,459,864
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
226,325
|
|
|
$
|
243,803
|
|
Accounts payable
|
107,386
|
|
|
116,912
|
|
||
Employee compensation and benefits
|
77,717
|
|
|
67,373
|
|
||
Other current liabilities
|
125,027
|
|
|
140,694
|
|
||
Total current liabilities
|
536,455
|
|
|
568,782
|
|
||
Long-term debt
|
1,107,448
|
|
|
1,105,408
|
|
||
Deferred tax liabilities
|
37,532
|
|
|
31,016
|
|
||
Accrued pension liability and other
|
94,448
|
|
|
80,754
|
|
||
Total liabilities
|
1,775,883
|
|
|
1,785,960
|
|
||
Commitments and contingencies (see Note 12)
|
|
|
|
||||
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 52,075 at October 31, 2016 and 51,558 at October 31, 2015
|
5,208
|
|
|
5,156
|
|
||
Additional paid-in capital
|
1,493,965
|
|
|
1,434,705
|
|
||
Accumulated other comprehensive loss
|
(489,600
|
)
|
|
(191,643
|
)
|
||
Retained earnings
|
2,050,443
|
|
|
1,779,440
|
|
||
Treasury stock at cost: 3,290 shares at October 31, 2016 and October 31, 2015
|
(360,149
|
)
|
|
(360,149
|
)
|
||
Total Cooper stockholders' equity
|
2,699,867
|
|
|
2,667,509
|
|
||
Noncontrolling interests
|
168
|
|
|
6,395
|
|
||
Stockholders’ equity
|
2,700,035
|
|
|
2,673,904
|
|
||
|
$
|
4,475,918
|
|
|
$
|
4,459,864
|
|
|
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, 2013
|
47,995
|
|
|
$
|
4,800
|
|
|
2,340
|
|
|
$
|
234
|
|
|
$
|
1,329,329
|
|
|
$
|
(15,762
|
)
|
|
$
|
1,311,851
|
|
|
$
|
(225,917
|
)
|
|
$
|
18,959
|
|
|
$
|
2,423,494
|
|
Net income attributable to Cooper stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
269,856
|
|
|
—
|
|
|
—
|
|
|
269,856
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,420
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,420
|
)
|
||||||||
Issuance of common stock for stock plans
|
720
|
|
|
72
|
|
|
(72
|
)
|
|
(7
|
)
|
|
1,487
|
|
|
—
|
|
|
—
|
|
|
7,033
|
|
|
—
|
|
|
8,585
|
|
||||||||
Treasury stock repurchase
|
(572
|
)
|
|
(57
|
)
|
|
572
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,778
|
)
|
|
—
|
|
|
(75,778
|
)
|
||||||||
Tax benefit from exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,469
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,469
|
|
||||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,884
|
)
|
|
—
|
|
|
—
|
|
|
(2,884
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,515
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,515
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,370
|
)
|
|
(2,370
|
)
|
||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,973
|
|
|
1,973
|
|
||||||||
Balance at October 31, 2014
|
48,143
|
|
|
$
|
4,815
|
|
|
2,840
|
|
|
$
|
284
|
|
|
$
|
1,386,800
|
|
|
$
|
(106,182
|
)
|
|
$
|
1,578,823
|
|
|
$
|
(294,662
|
)
|
|
$
|
18,562
|
|
|
$
|
2,588,440
|
|
Net income attributable to Cooper stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203,523
|
|
|
—
|
|
|
—
|
|
|
203,523
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85,461
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85,461
|
)
|
||||||||
Issuance of common stock for stock plans
|
593
|
|
|
59
|
|
|
(18
|
)
|
|
(2
|
)
|
|
(6,690
|
)
|
|
—
|
|
|
—
|
|
|
1,817
|
|
|
—
|
|
|
(4,816
|
)
|
||||||||
Treasury stock repurchase
|
(468
|
)
|
|
(47
|
)
|
|
468
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,304
|
)
|
|
—
|
|
|
(67,304
|
)
|
||||||||
Tax benefit from exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,268
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,268
|
|
||||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,906
|
)
|
|
—
|
|
|
—
|
|
|
(2,906
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,879
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,879
|
|
||||||||
Purchase of shares from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,448
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,518
|
)
|
|
(8,070
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(714
|
)
|
|
(714
|
)
|
||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
65
|
|
||||||||
Balance at October 31, 2015
|
48,268
|
|
|
$
|
4,827
|
|
|
3,290
|
|
|
$
|
329
|
|
|
$
|
1,434,705
|
|
|
$
|
(191,643
|
)
|
|
$
|
1,779,440
|
|
|
$
|
(360,149
|
)
|
|
$
|
6,395
|
|
|
$
|
2,673,904
|
|
Net income attributable to Cooper stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273,917
|
|
|
—
|
|
|
—
|
|
|
273,917
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(297,957
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(297,957
|
)
|
||||||||
Issuance of common stock for stock plans
|
517
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
7,162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,214
|
|
||||||||
Tax benefit from exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,908
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,908
|
|
||||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,914
|
)
|
|
—
|
|
|
—
|
|
|
(2,914
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,858
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,858
|
|
||||||||
Purchase of shares from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,332
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,561
|
)
|
|
(2,229
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(697
|
)
|
|
(697
|
)
|
||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,969
|
)
|
|
(1,969
|
)
|
||||||||
Balance at October 31, 2016
|
48,785
|
|
|
$
|
4,879
|
|
|
3,290
|
|
|
$
|
329
|
|
|
$
|
1,493,965
|
|
|
$
|
(489,600
|
)
|
|
$
|
2,050,443
|
|
|
$
|
(360,149
|
)
|
|
$
|
168
|
|
|
$
|
2,700,035
|
|
Years Ended October 31,
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
274,934
|
|
|
$
|
205,144
|
|
|
$
|
271,829
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization expense
|
198,274
|
|
|
191,403
|
|
|
138,201
|
|
|||
Share-based compensation expense
|
29,858
|
|
|
32,879
|
|
|
36,515
|
|
|||
Loss on disposal of property, plant and equipment
|
30,607
|
|
|
42,415
|
|
|
9,814
|
|
|||
Deferred income taxes
|
(10,725
|
)
|
|
5,582
|
|
|
(16,005
|
)
|
|||
Excess tax benefit from share-based compensation awards
|
(19,801
|
)
|
|
(17,300
|
)
|
|
(19,300
|
)
|
|||
Provision for doubtful accounts
|
2,561
|
|
|
(69
|
)
|
|
764
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
1,645
|
|
|
(4,528
|
)
|
|
(5,167
|
)
|
|||
Inventories
|
12,249
|
|
|
(37,357
|
)
|
|
(7,582
|
)
|
|||
Other assets
|
(5,171
|
)
|
|
(22,595
|
)
|
|
(13,468
|
)
|
|||
Accounts payable
|
(10,465
|
)
|
|
10,108
|
|
|
1,288
|
|
|||
Accrued liabilities
|
9,065
|
|
|
(10,658
|
)
|
|
34,017
|
|
|||
Accrued income taxes
|
(8,920
|
)
|
|
(4,342
|
)
|
|
18,098
|
|
|||
Other long-term liabilities
|
5,526
|
|
|
288
|
|
|
5,819
|
|
|||
Cash provided by operating activities
|
509,637
|
|
|
390,970
|
|
|
454,823
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(152,640
|
)
|
|
(243,023
|
)
|
|
(238,065
|
)
|
|||
Acquisitions of businesses, net of cash acquired, and other
|
(266,139
|
)
|
|
(44,924
|
)
|
|
(1,109,702
|
)
|
|||
Insurance proceeds received
|
—
|
|
|
—
|
|
|
1,359
|
|
|||
Cash used in investing activities
|
(418,779
|
)
|
|
(287,947
|
)
|
|
(1,346,408
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
1,577,300
|
|
|
1,201,300
|
|
|
2,561,700
|
|
|||
Repayments of long-term debt
|
(1,460,402
|
)
|
|
(1,372,129
|
)
|
|
(1,666,441
|
)
|
|||
Net (repayments of) proceeds from short-term debt
|
(131,857
|
)
|
|
184,787
|
|
|
(7,331
|
)
|
|||
Payment of loan notes issued for Sauflon acquisition
|
—
|
|
|
(51,208
|
)
|
|
—
|
|
|||
Repurchase of common stock
|
—
|
|
|
(67,304
|
)
|
|
(75,778
|
)
|
|||
Net proceeds (payments) related to share-based compensation awards
|
7,214
|
|
|
(4,816
|
)
|
|
8,585
|
|
|||
Excess tax benefit from share-based compensation awards
|
19,801
|
|
|
17,300
|
|
|
19,300
|
|
|||
Purchase of Origio shares from noncontrolling interests
|
(2,229
|
)
|
|
(8,070
|
)
|
|
—
|
|
|||
Dividends on common stock
|
(2,914
|
)
|
|
(2,906
|
)
|
|
(2,884
|
)
|
|||
Debt issuance costs
|
(12,583
|
)
|
|
—
|
|
|
(925
|
)
|
|||
Distributions to noncontrolling interests
|
(697
|
)
|
|
(1,110
|
)
|
|
(2,438
|
)
|
|||
Payment of contingent consideration
|
(500
|
)
|
|
(3,231
|
)
|
|
(3,819
|
)
|
|||
Proceeds from construction allowance
|
5,485
|
|
|
710
|
|
|
12,196
|
|
|||
Cash (used in) provided by financing activities
|
(1,382
|
)
|
|
(106,677
|
)
|
|
842,165
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(5,085
|
)
|
|
(5,142
|
)
|
|
(2,751
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
84,391
|
|
|
(8,796
|
)
|
|
(52,171
|
)
|
|||
Cash and cash equivalents at beginning of year
|
16,426
|
|
|
25,222
|
|
|
77,393
|
|
|||
Cash and cash equivalents at end of year
|
$
|
100,817
|
|
|
$
|
16,426
|
|
|
$
|
25,222
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|||
Cash paid for:
|
|
|
|
|
|
|
|
|
|||
Interest, net of amounts capitalized
|
$
|
23,738
|
|
|
$
|
14,035
|
|
|
$
|
4,149
|
|
Income taxes
|
$
|
29,376
|
|
|
$
|
12,167
|
|
|
$
|
15,918
|
|
Litigation settlement charges
|
$
|
—
|
|
|
$
|
17,000
|
|
|
$
|
—
|
|
Year Ended October 31,
(In thousands)
|
2014
|
||
On August 6, 2014, The Cooper Companies, Inc. acquired all of the issued share capital of Sauflon Pharmaceuticals Limited for total consideration of approximately $1.13 billion. Liabilities were assumed as follows:
|
|
||
Supplemental disclosures of non-cash investing activities:
|
|
||
Fair value of assets acquired
|
$
|
1,305,828
|
|
Less:
|
|
||
Cash paid, net of cash acquired
|
1,063,077
|
|
|
Loan notes issued
(1)
|
57,954
|
|
|
Liabilities assumed
|
$
|
184,797
|
|
•
|
CooperVision develops, manufactures and markets a broad range of soft contact lenses for the worldwide vision correction market.
|
•
|
CooperSurgical develops, manufactures, markets and offers services within a broad range of medical devices and procedure solutions to improve health care delivery to families.
|
•
|
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's medical devices, surgical instruments, accessories, diagnostic products and services, this primarily occurs when title and risk of ownership transfers to our customers, and/or when services are rendered. 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. We record 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 saleability. 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
|
•
|
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 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 - We grant 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)
|
2016
|
|
2015
|
||||
Raw materials
|
$
|
86.0
|
|
|
$
|
80.9
|
|
Work-in-process
|
12.6
|
|
|
14.5
|
|
||
Finished goods
|
319.1
|
|
|
324.3
|
|
||
|
$
|
417.7
|
|
|
$
|
419.7
|
|
October 31,
(In millions)
|
2016
|
|
2015
|
||||
Land and improvements
|
$
|
18.2
|
|
|
$
|
19.8
|
|
Buildings and improvements
|
259.9
|
|
|
226.1
|
|
||
Machinery and equipment
|
1,171.1
|
|
|
1,085.1
|
|
||
Construction in progress
|
154.1
|
|
|
319.7
|
|
||
Less: Accumulated depreciation
|
725.6
|
|
|
683.6
|
|
||
|
$
|
877.7
|
|
|
$
|
967.1
|
|
(In millions)
|
Useful Lives of Intangible Assets
|
Fair Value
|
||
Goodwill
|
|
$
|
856.2
|
|
|
|
|
||
Trademarks
|
10 years
|
$
|
7.2
|
|
Technology
|
10 years
|
138.2
|
|
|
Customer relationships
|
15 years
|
39.3
|
|
|
License and distribution rights and other
|
2 to 5 years
|
51.6
|
|
|
In-process research and development
|
N/A
|
43.1
|
|
|
Purchased intangible assets
|
|
$
|
279.4
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
10.1
|
|
Property, plant and equipment
|
|
83.9
|
|
|
Inventories
|
|
36.2
|
|
|
Trade accounts receivable
|
|
42.3
|
|
|
Other current assets
|
|
6.9
|
|
|
Debt
|
|
(85.1
|
)
|
|
Accounts payable
|
|
(23.6
|
)
|
|
Long term deferred tax liabilities
|
|
(56.7
|
)
|
|
Other creditors and current liabilities
|
|
(18.5
|
)
|
|
Net tangible liabilities
|
|
$
|
(4.5
|
)
|
|
|
|
||
Total purchase consideration
|
|
$
|
1,131.1
|
|
▪
|
The expected synergies and other benefits that we believe will result from combining the operations of Sauflon with the operations of CooperVision;
|
▪
|
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 Sauflon's existing businesses (the higher rate of return on the assembled collection of net assets versus if CooperVision had acquired all of the net assets separately).
|
Years Ended October 31,
(In millions, except per share amounts, pro forma, unaudited)
|
2014
|
|
2013
|
||||
Revenue
|
$
|
1,858.2
|
|
|
$
|
1,746.3
|
|
Net income attributable to Cooper stockholders
|
$
|
276.0
|
|
|
$
|
284.9
|
|
Diluted earnings per share
|
$
|
5.64
|
|
|
$
|
5.73
|
|
(In millions)
|
Employee-related
|
|
Facilities-related
|
|
Product Rationalization
|
|
Total
|
||||||||
Amounts incurred in:
|
|
|
|
|
|
|
|
||||||||
Year ended October 31, 2014
|
$
|
20.3
|
|
|
$
|
0.5
|
|
|
$
|
15.3
|
|
|
$
|
36.1
|
|
Year ended October 31, 2015
|
(2.5
|
)
|
|
0.4
|
|
|
57.7
|
|
|
55.6
|
|
||||
Year ended October 31, 2016
|
—
|
|
|
0.2
|
|
|
56.4
|
|
|
56.6
|
|
||||
Cumulative amounts as of October 31, 2016
|
$
|
17.8
|
|
|
$
|
1.1
|
|
|
$
|
129.4
|
|
|
$
|
148.3
|
|
(In millions)
|
Employee-related
|
|
Facilities-related
|
|
Product Rationalization
|
|
Total
|
||||||||
Additions during fiscal 2014
|
$
|
20.3
|
|
|
$
|
0.5
|
|
|
$
|
15.3
|
|
|
$
|
36.1
|
|
Payments during the fiscal year
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||
Non-cash adjustments (b)
|
—
|
|
|
—
|
|
|
(15.3
|
)
|
|
(15.3
|
)
|
||||
Balance at October 31, 2014
|
$
|
19.9
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
20.4
|
|
(Reductions) additions during fiscal 2015
|
(2.5
|
)
|
|
0.4
|
|
|
57.7
|
|
|
55.6
|
|
||||
Payments during the fiscal year
|
(9.0
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(9.4
|
)
|
||||
Non-cash adjustments (a) (b)
|
0.2
|
|
|
(0.2
|
)
|
|
(57.7
|
)
|
|
(57.7
|
)
|
||||
Balance at October 31, 2015
|
$
|
8.6
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
8.9
|
|
Additions during fiscal 2016
|
—
|
|
|
0.2
|
|
|
56.4
|
|
|
56.6
|
|
||||
Payments during the fiscal year
|
(5.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(5.4
|
)
|
||||
Non-cash adjustments (a) (b)
|
(0.6
|
)
|
|
—
|
|
|
(56.4
|
)
|
|
(57.0
|
)
|
||||
Balance at October 31, 2016
|
$
|
2.8
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
3.1
|
|
(In millions)
|
CooperVision
|
|
CooperSurgical
|
|
Total
|
||||||
Balance as of October 31, 2014
|
$
|
1,861.5
|
|
|
$
|
359.4
|
|
|
$
|
2,220.9
|
|
Net (reductions) additions during the year ended October 31, 2015
|
(1.2
|
)
|
|
17.4
|
|
|
16.2
|
|
|||
Translation
|
(32.7
|
)
|
|
(7.3
|
)
|
|
(40.0
|
)
|
|||
Balance as of October 31, 2015
|
$
|
1,827.6
|
|
|
$
|
369.5
|
|
|
$
|
2,197.1
|
|
Net additions during the year ended October 31, 2016
|
9.1
|
|
|
156.9
|
|
|
166.0
|
|
|||
Translation
|
(190.3
|
)
|
|
(8.1
|
)
|
|
(198.4
|
)
|
|||
Balance as of October 31, 2016
|
$
|
1,646.4
|
|
|
$
|
518.3
|
|
|
$
|
2,164.7
|
|
|
As of October 31, 2016
|
|
As of October 31, 2015
|
|
|
||||||||||||
(In millions)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
& Translation
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
& Translation
|
|
Weighted Average Amortization Period
|
||||||||
|
|
|
|
|
|
|
|
|
(In years)
|
||||||||
Trademarks
|
$
|
36.6
|
|
|
$
|
6.8
|
|
|
$
|
23.7
|
|
|
$
|
4.4
|
|
|
12
|
Technology
|
354.8
|
|
|
139.3
|
|
|
318.9
|
|
|
114.7
|
|
|
11
|
||||
Customer relationships
|
285.7
|
|
|
121.9
|
|
|
247.0
|
|
|
104.5
|
|
|
13
|
||||
License and distribution rights and other
|
65.8
|
|
|
33.8
|
|
|
71.7
|
|
|
26.6
|
|
|
9
|
||||
|
742.9
|
|
|
$
|
301.8
|
|
|
661.3
|
|
|
$
|
250.2
|
|
|
12
|
||
Less accumulated amortization and translation
|
301.8
|
|
|
|
|
250.2
|
|
|
|
|
|
||||||
Other intangible assets, net
|
$
|
441.1
|
|
|
|
|
$
|
411.1
|
|
|
|
|
|
October 31,
(In millions)
|
2016
|
|
2015
|
||||
Short-term:
|
|
|
|
||||
Overdraft and other credit facilities
|
$
|
17.1
|
|
|
$
|
240.4
|
|
Current portion of long-term debt
|
210.7
|
|
|
3.8
|
|
||
Less: unamortized debt issuance cost
|
(1.5
|
)
|
|
(0.4
|
)
|
||
|
$
|
226.3
|
|
|
$
|
243.8
|
|
Long term:
|
|
|
|
||||
Credit Agreement
|
$
|
—
|
|
|
$
|
109.0
|
|
Term loans
|
1,111.2
|
|
|
996.3
|
|
||
Other
|
0.2
|
|
|
0.5
|
|
||
Less: unamortized debt issuance cost
|
(4.0
|
)
|
|
(0.4
|
)
|
||
|
$
|
1,107.4
|
|
|
$
|
1,105.4
|
|
Year
(In millions)
|
|
||
2017
|
$
|
—
|
|
2018
|
$
|
281.2
|
|
2019
|
$
|
—
|
|
2020
|
$
|
—
|
|
2021
|
$
|
830.2
|
|
Thereafter
|
$
|
—
|
|
•
|
Interest Coverage Ratio, as defined, to be at least
3.00
to 1.00 at all times.
|
•
|
Total Leverage Ratio, as defined, to be no higher than
3.75
to 1.00.
|
Years Ended October 31,
(In millions) |
2016
|
|
2015
|
|
2014
|
||||||
Income before income taxes:
|
|
|
|
|
|
||||||
United States
|
$
|
31.5
|
|
|
$
|
31.9
|
|
|
$
|
32.5
|
|
Foreign
|
264.1
|
|
|
183.6
|
|
|
264.0
|
|
|||
|
$
|
295.6
|
|
|
$
|
215.5
|
|
|
$
|
296.5
|
|
Income tax provision
|
$
|
20.7
|
|
|
$
|
10.3
|
|
|
$
|
24.7
|
|
Years Ended October 31,
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Computed expected provision for taxes
|
$
|
103.5
|
|
|
$
|
75.4
|
|
|
$
|
103.8
|
|
(Decrease) increase in taxes resulting from:
|
|
|
|
|
|
||||||
Income earned outside the United States subject to different tax rates
|
(81.2
|
)
|
|
(72.6
|
)
|
|
(85.5
|
)
|
|||
State taxes, net of federal income tax benefit
|
1.2
|
|
|
1.4
|
|
|
0.8
|
|
|||
Foreign source income subject to United States tax
|
—
|
|
|
—
|
|
|
0.5
|
|
|||
Research and development credit
|
(1.2
|
)
|
|
(0.7
|
)
|
|
(0.1
|
)
|
|||
Incentive stock option compensation and non-deductible employee compensation
|
0.5
|
|
|
0.4
|
|
|
0.4
|
|
|||
Tax accrual adjustment
|
(5.0
|
)
|
|
3.8
|
|
|
3.8
|
|
|||
Other, net
|
2.9
|
|
|
2.6
|
|
|
1.0
|
|
|||
Actual provision for income taxes
|
$
|
20.7
|
|
|
$
|
10.3
|
|
|
$
|
24.7
|
|
|
|
|
|
|
|
October 31,
(In millions)
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Accounts receivable, principally due to allowances for doubtful accounts
|
$
|
3.3
|
|
|
$
|
1.3
|
|
Inventories
|
6.2
|
|
|
4.9
|
|
||
Litigation settlements
|
0.5
|
|
|
0.2
|
|
||
Accrued liabilities, reserves and compensation accruals
|
50.3
|
|
|
43.1
|
|
||
Share-based compensation expenses
|
24.5
|
|
|
26.4
|
|
||
Net operating loss carryforwards
|
2.7
|
|
|
2.8
|
|
||
Plant and equipment
|
0.4
|
|
|
4.4
|
|
||
Research and experimental expenses - Section 59(e)
|
6.7
|
|
|
2.6
|
|
||
Tax credit carryforwards
|
1.8
|
|
|
1.1
|
|
||
Total gross deferred tax assets
|
96.4
|
|
|
86.8
|
|
||
Less valuation allowance
|
(13.3
|
)
|
|
(13.4
|
)
|
||
Deferred tax assets
|
83.1
|
|
|
73.4
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Tax deductible goodwill
|
(29.5
|
)
|
|
(26.5
|
)
|
||
Transaction costs
|
(1.1
|
)
|
|
(1.1
|
)
|
||
Foreign deferred tax liabilities
|
(5.6
|
)
|
|
(6.6
|
)
|
||
Other intangible assets
|
(31.2
|
)
|
|
(24.0
|
)
|
||
Total gross deferred tax liabilities
|
(67.4
|
)
|
|
(58.2
|
)
|
||
Net deferred tax assets
|
$
|
15.7
|
|
|
$
|
15.2
|
|
(In millions)
|
|
||
Balance at October 31, 2014
|
$
|
31.4
|
|
Increase from prior year's UTB's
|
—
|
|
|
Increase from current year's UTB's
|
18.7
|
|
|
UTB (decrease) from expiration of statute of limitations
|
(9.8
|
)
|
|
Balance at October 31, 2015
|
40.3
|
|
|
Increase from prior year's UTB's
|
4.5
|
|
|
Increase from current year's UTB's
|
6.7
|
|
|
UTB (decrease) from expiration of statute of limitations
|
(11.6
|
)
|
|
Balance at October 31, 2016
|
$
|
39.9
|
|
Years Ended October 31,
|
|
|
|
||||||||
(In millions, except per share amounts)
|
2016
|
|
2015
|
|
2014
|
||||||
Net income attributable to Cooper stockholders
|
$
|
273.9
|
|
|
$
|
203.5
|
|
|
$
|
269.9
|
|
Basic:
|
|
|
|
|
|
||||||
Weighted average common shares
|
48.5
|
|
|
48.5
|
|
|
48.1
|
|
|||
Basic earnings per share attributable to Cooper stockholders
|
$
|
5.65
|
|
|
$
|
4.20
|
|
|
$
|
5.61
|
|
Diluted:
|
|
|
|
|
|
||||||
Weighted average common shares
|
48.5
|
|
|
48.5
|
|
|
48.1
|
|
|||
Effect of dilutive stock options
|
0.5
|
|
|
0.7
|
|
|
0.9
|
|
|||
Diluted weighted average common shares
|
49.0
|
|
|
49.2
|
|
|
49.0
|
|
|||
Diluted earnings per share attributable to Cooper stockholders
|
$
|
5.59
|
|
|
$
|
4.14
|
|
|
$
|
5.51
|
|
Years Ended October 31,
|
|
|
|
|||||||
(In thousands, except exercise prices)
|
2016
|
|
2015
|
|
2014
|
|||||
|
|
|
|
|
|
|||||
Stock option shares excluded
|
392
|
|
|
123
|
|
|
138
|
|
||
Range of exercise prices
|
$131.60-$162.69
|
|
|
$
|
162.28
|
|
|
$
|
119.89
|
|
Restricted stock units excluded
|
2
|
|
|
1
|
|
|
1
|
|
(In millions)
|
Foreign Currency Translation Adjustment
|
|
Change in Value of Derivative Instruments
|
|
Minimum Pension Liability
|
|
Total
|
||||||||
Balance at October 31, 2013
|
$
|
(4.6
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(10.1
|
)
|
|
$
|
(15.8
|
)
|
Gross change in value for the period
|
(87.8
|
)
|
|
(0.1
|
)
|
|
(5.9
|
)
|
|
(93.8
|
)
|
||||
Reclassification adjustments for loss realized in income
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
||||
Tax effect for the period
|
—
|
|
|
(0.6
|
)
|
|
2.3
|
|
|
1.7
|
|
||||
Balance at October 31, 2014
|
$
|
(92.4
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(13.7
|
)
|
|
$
|
(106.2
|
)
|
Gross change in value for the period
|
$
|
(79.4
|
)
|
|
$
|
—
|
|
|
$
|
(10.0
|
)
|
|
$
|
(89.4
|
)
|
Reclassification adjustments for loss realized in income
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
Tax effect for the period
|
—
|
|
|
—
|
|
|
3.9
|
|
|
3.9
|
|
||||
Balance at October 31, 2015
|
$
|
(171.8
|
)
|
|
$
|
—
|
|
|
$
|
(19.8
|
)
|
|
$
|
(191.6
|
)
|
Gross change in value for the period
|
$
|
(289.6
|
)
|
|
$
|
—
|
|
|
$
|
(13.7
|
)
|
|
$
|
(303.3
|
)
|
Tax effect for the period
|
—
|
|
|
—
|
|
|
5.3
|
|
|
5.3
|
|
||||
Balance at October 31, 2016
|
$
|
(461.4
|
)
|
|
$
|
—
|
|
|
$
|
(28.2
|
)
|
|
$
|
(489.6
|
)
|
October 31,
|
|
|
|
||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Selling, general and administrative expense
|
$
|
26.2
|
|
|
$
|
29.2
|
|
|
$
|
32.4
|
|
Cost of sales
|
2.6
|
|
|
2.8
|
|
|
2.2
|
|
|||
Research and development expense
|
1.1
|
|
|
0.9
|
|
|
1.9
|
|
|||
Total compensation expense
|
$
|
29.9
|
|
|
$
|
32.9
|
|
|
$
|
36.5
|
|
Related income tax benefit
|
$
|
9.0
|
|
|
$
|
10.2
|
|
|
$
|
11.7
|
|
Years Ended October 31,
|
2016
|
|
2015
|
|
2014
|
|||
Expected life
|
4.8 - 5.5 years
|
|
|
4.8 - 5.5 years
|
|
|
4.8 - 5.5 years
|
|
Expected volatility
|
27.6% - 27.7%
|
|
|
29.0% - 29.5%
|
|
|
31.5% - 35.3%
|
|
Risk-free interest rate
|
1.3% - 1.5%
|
|
|
1.3% - 1.5%
|
|
|
1.4% - 1.6%
|
|
Dividend yield
|
0.04
|
%
|
|
0.04
|
%
|
|
0.05
|
%
|
|
Number of
Shares |
|
Weighted-
Average Exercise Price Per Share |
|
Weighted-
Average Remaining Contractual Term (in years) |
|
Aggregate
Intrinsic Value |
|||||
Outstanding at October 31, 2015
|
1,090,531
|
|
|
$
|
79.85
|
|
|
|
|
|
||
Granted
|
393,728
|
|
|
$
|
133.14
|
|
|
|
|
|
||
Exercised
|
378,871
|
|
|
$
|
53.85
|
|
|
|
|
|
||
Forfeited or expired
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding at October 31, 2016
|
1,105,388
|
|
|
$
|
107.74
|
|
|
6.66
|
|
|
||
Vested and exercisable at October 31, 2016
|
468,031
|
|
|
$
|
74.75
|
|
|
4.42
|
|
$
|
47,408,122
|
|
|
Number of
Shares |
|
Weighted-
Average Grant Date Fair Value Per Share |
|||
Non-vested RSUs at October 31, 2015
|
516,206
|
|
|
$
|
121.96
|
|
Granted
|
198,448
|
|
|
$
|
132.78
|
|
Vested and issued
|
178,511
|
|
|
$
|
104.86
|
|
Forfeited or expired
|
28,364
|
|
|
$
|
132.20
|
|
Non-vested RSUs at October 31, 2016
|
507,779
|
|
|
$
|
131.63
|
|
Years Ended October 31,
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Change in benefit obligation
|
|
|
|
|
|
||||||
Benefit obligation, beginning of year
|
$
|
117.3
|
|
|
$
|
101.1
|
|
|
$
|
84.2
|
|
Service cost
|
8.9
|
|
|
8.8
|
|
|
7.1
|
|
|||
Interest cost
|
4.3
|
|
|
4.6
|
|
|
4.0
|
|
|||
Benefits paid
|
(2.3
|
)
|
|
(4.7
|
)
|
|
(1.8
|
)
|
|||
Actuarial loss (gain)
|
10.7
|
|
|
7.5
|
|
|
7.6
|
|
|||
Benefit obligation, end of year
|
$
|
138.9
|
|
|
$
|
117.3
|
|
|
$
|
101.1
|
|
Change in plan assets
|
|
|
|
|
|
||||||
Fair value of plan assets, beginning of year
|
$
|
79.5
|
|
|
$
|
72.2
|
|
|
$
|
59.3
|
|
Actual return on plan assets
|
2.0
|
|
|
2.0
|
|
|
5.9
|
|
|||
Employer contributions
|
10.0
|
|
|
10.0
|
|
|
8.8
|
|
|||
Benefits paid
|
(2.3
|
)
|
|
(4.7
|
)
|
|
(1.8
|
)
|
|||
Fair value of plan assets, end of year
|
$
|
89.2
|
|
|
$
|
79.5
|
|
|
$
|
72.2
|
|
Funded status at end of year
|
$
|
(49.7
|
)
|
|
$
|
(37.8
|
)
|
|
$
|
(28.9
|
)
|
Years Ended October 31,
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
||||||
Noncurrent asset
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liability
|
—
|
|
|
—
|
|
|
—
|
|
|||
Noncurrent liabilities
|
(49.7
|
)
|
|
(37.8
|
)
|
|
(28.9
|
)
|
|||
Net amount recognized at year end
|
$
|
(49.7
|
)
|
|
$
|
(37.8
|
)
|
|
$
|
(28.9
|
)
|
Years Ended October 31,
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Amounts recognized in accumulated other comprehensive income consist of:
|
|
|
|
|
|
||||||
Net transition obligation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss
|
45.8
|
|
|
32.1
|
|
|
22.1
|
|
|||
Accumulated other comprehensive income
|
$
|
45.8
|
|
|
$
|
32.1
|
|
|
$
|
22.1
|
|
Years Ended October 31,
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Information for pension plans with accumulated benefit obligations in excess of plan assets
|
|
|
|
|
|
||||||
Projected benefit obligation
|
$
|
138.9
|
|
|
$
|
117.3
|
|
|
$
|
101.1
|
|
Accumulated benefit obligation
|
$
|
121.2
|
|
|
$
|
102.6
|
|
|
$
|
88.6
|
|
Fair value of plan assets
|
$
|
89.2
|
|
|
$
|
79.5
|
|
|
$
|
72.2
|
|
Years Ended October 31,
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Reconciliation of prepaid (accrued) pension cost
|
|
|
|
|
|
||||||
Accrued pension cost at prior fiscal year end
|
$
|
(5.7
|
)
|
|
$
|
(6.8
|
)
|
|
$
|
(8.9
|
)
|
Net periodic benefit cost
|
8.3
|
|
|
8.9
|
|
|
6.7
|
|
|||
Contributions made during the year
|
10.0
|
|
|
10.0
|
|
|
8.8
|
|
|||
Accrued pension cost at fiscal year end
|
$
|
(4.0
|
)
|
|
$
|
(5.7
|
)
|
|
$
|
(6.8
|
)
|
Years Ended October 31,
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Components of net periodic benefit cost and other amounts recognized in other comprehensive income
|
|
|
|
|
|
||||||
Net periodic benefit cost:
|
|
|
|
|
|
||||||
Service cost
|
$
|
8.9
|
|
|
$
|
8.8
|
|
|
$
|
7.1
|
|
Interest cost
|
4.3
|
|
|
4.6
|
|
|
4.0
|
|
|||
Expected return on plan assets
|
(6.6
|
)
|
|
(6.0
|
)
|
|
(5.0
|
)
|
|||
Amortization of transitional (asset) or obligation
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|||
Recognized actuarial loss
|
1.7
|
|
|
1.5
|
|
|
0.6
|
|
|||
Net periodic pension cost
|
$
|
8.3
|
|
|
$
|
8.9
|
|
|
$
|
6.7
|
|
Years Ended October 31,
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Other changes in plan assets and benefit obligations recognized in other comprehensive income
|
|
|
|
|
|
||||||
Net transition obligation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss (gain)
|
15.4
|
|
|
11.5
|
|
|
6.7
|
|
|||
Amortizations of net transition obligation
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amortizations of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amortizations of net (gain)
|
(1.7
|
)
|
|
(1.5
|
)
|
|
(0.6
|
)
|
|||
Total recognized in other comprehensive income
|
$
|
13.7
|
|
|
$
|
10.0
|
|
|
$
|
6.1
|
|
Total recognized in net periodic benefit cost and other comprehensive income
|
$
|
22.0
|
|
|
$
|
18.9
|
|
|
$
|
12.8
|
|
Years Ended October 31,
|
2016
|
|
2015
|
|
2014
|
|||
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:
|
|
|
|
|
|
|||
Projected Benefit Obligation
|
4.25
|
%
|
|
4.25
|
%
|
|
4.75
|
%
|
Service Cost
|
4.42
|
%
|
|
4.25
|
%
|
|
4.75
|
%
|
Interest Cost
|
3.70
|
%
|
|
4.25
|
%
|
|
4.75
|
%
|
Discount rate for determining benefit obligations at year end
|
3.74
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
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
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
Expected rate of return on plan assets at year end
|
8.00
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
Measurement date for determining assets and benefit obligations at year end
|
10/31/2016
|
|
|
10/31/2015
|
|
|
10/31/2014
|
|
Years Ended October 31,
|
2016
|
|
2015
|
|
2014
|
|||
Asset category
|
|
|
|
|
|
|||
Cash and cash equivalents
|
4.9
|
%
|
|
2.2
|
%
|
|
3.0
|
%
|
Corporate common stock
|
8.9
|
%
|
|
9.0
|
%
|
|
9.0
|
%
|
Equity mutual funds
|
47.2
|
%
|
|
52.0
|
%
|
|
52.1
|
%
|
Real estate funds
|
4.3
|
%
|
|
3.3
|
%
|
|
4.1
|
%
|
Bond mutual funds
|
34.7
|
%
|
|
33.5
|
%
|
|
31.8
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
(In millions)
|
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
|
$
|
4.4
|
|
|
$
|
4.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate common stock
|
8.0
|
|
|
8.0
|
|
|
—
|
|
|
—
|
|
||||
Equity mutual funds
|
42.1
|
|
|
42.1
|
|
|
—
|
|
|
—
|
|
||||
Real estate funds
|
3.8
|
|
|
3.8
|
|
|
—
|
|
|
—
|
|
||||
Bond mutual funds
|
30.9
|
|
|
30.9
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
89.2
|
|
|
$
|
89.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Years
(In millions)
|
|
||
2017
|
$
|
2.9
|
|
2018
|
$
|
3.3
|
|
2019
|
$
|
3.8
|
|
2020
|
$
|
4.3
|
|
2021
|
$
|
4.8
|
|
2022-2026
|
$
|
32.8
|
|
(In millions)
|
2016
|
|
2015
|
||||
Assets:
|
|
|
|
|
|||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
1.3
|
|
Liabilities:
|
|
|
|
|
|||
Foreign exchange contracts
|
—
|
|
|
0.4
|
|
||
|
$
|
—
|
|
|
$
|
0.4
|
|
(In millions)
|
|
||
2017
|
$
|
27.4
|
|
2018
|
23.7
|
|
|
2019
|
21.5
|
|
|
2020
|
19.2
|
|
|
2021
|
16.4
|
|
|
2022 and thereafter
|
124.8
|
|
|
|
$
|
233.0
|
|
(In millions)
|
CooperVision
|
|
CooperSurgical
|
|
Corporate
|
|
Consolidated
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
1,577.2
|
|
|
$
|
389.6
|
|
|
$
|
—
|
|
|
$
|
1,966.8
|
|
Operating income (loss)
|
$
|
309.8
|
|
|
$
|
60.2
|
|
|
$
|
(45.9
|
)
|
|
$
|
324.1
|
|
Interest expense
|
|
|
|
|
|
|
26.2
|
|
|||||||
Other expense, net
|
|
|
|
|
|
|
2.3
|
|
|||||||
Income before income taxes
|
|
|
|
|
|
|
$
|
295.6
|
|
||||||
Identifiable assets
|
$
|
3,382.4
|
|
|
$
|
907.1
|
|
|
$
|
186.4
|
|
|
$
|
4,475.9
|
|
Depreciation expense
|
$
|
131.3
|
|
|
$
|
5.9
|
|
|
$
|
0.3
|
|
|
$
|
137.5
|
|
Amortization expense
|
$
|
40.1
|
|
|
$
|
20.7
|
|
|
$
|
—
|
|
|
$
|
60.8
|
|
Capital expenditures
|
$
|
142.8
|
|
|
$
|
9.8
|
|
|
$
|
—
|
|
|
$
|
152.6
|
|
2015
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
1,487.8
|
|
|
$
|
309.3
|
|
|
$
|
—
|
|
|
$
|
1,797.1
|
|
Operating income (loss)
|
$
|
229.8
|
|
|
$
|
56.1
|
|
|
$
|
(49.2
|
)
|
|
$
|
236.7
|
|
Interest expense
|
|
|
|
|
|
|
18.1
|
|
|||||||
Other expense, net
|
|
|
|
|
|
|
3.1
|
|
|||||||
Income before income taxes
|
|
|
|
|
|
|
$
|
215.5
|
|
||||||
Identifiable assets
|
$
|
3,714.6
|
|
|
$
|
674.9
|
|
|
$
|
70.4
|
|
|
$
|
4,459.9
|
|
Depreciation expense
|
$
|
134.0
|
|
|
$
|
5.6
|
|
|
$
|
0.3
|
|
|
$
|
139.9
|
|
Amortization expense
|
$
|
36.6
|
|
|
$
|
14.9
|
|
|
$
|
—
|
|
|
$
|
51.5
|
|
Capital expenditures
|
$
|
238.3
|
|
|
$
|
4.6
|
|
|
$
|
0.1
|
|
|
$
|
243.0
|
|
2014
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
1,392.6
|
|
|
$
|
325.2
|
|
|
$
|
—
|
|
|
$
|
1,717.8
|
|
Operating income (loss)
|
$
|
289.0
|
|
|
$
|
69.0
|
|
|
$
|
(51.5
|
)
|
|
$
|
306.5
|
|
Interest expense
|
|
|
|
|
|
|
8.0
|
|
|||||||
Other expense, net
|
|
|
|
|
|
|
2.0
|
|
|||||||
Income before income taxes
|
|
|
|
|
|
|
$
|
296.5
|
|
||||||
Identifiable assets
|
$
|
3,699.6
|
|
|
$
|
646.2
|
|
|
$
|
112.5
|
|
|
$
|
4,458.3
|
|
Depreciation expense
|
$
|
95.5
|
|
|
$
|
6.5
|
|
|
$
|
0.5
|
|
|
$
|
102.5
|
|
Amortization expense
|
$
|
22.7
|
|
|
$
|
13.0
|
|
|
$
|
—
|
|
|
$
|
35.7
|
|
Capital expenditures
|
$
|
233.6
|
|
|
$
|
4.2
|
|
|
$
|
0.3
|
|
|
$
|
238.1
|
|
(In millions)
|
United
States |
|
Europe
|
|
Rest of
World, Other Eliminations & Corporate |
|
Consolidated
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Sales to unaffiliated customers
|
$
|
886.5
|
|
|
$
|
681.1
|
|
|
$
|
399.2
|
|
|
$
|
1,966.8
|
|
Sales between geographic areas
|
254.7
|
|
|
464.1
|
|
|
(718.8
|
)
|
|
—
|
|
||||
Net sales
|
$
|
1,141.2
|
|
|
$
|
1,145.2
|
|
|
$
|
(319.6
|
)
|
|
$
|
1,966.8
|
|
Operating income (loss)
|
$
|
77.7
|
|
|
$
|
6.0
|
|
|
$
|
240.4
|
|
|
$
|
324.1
|
|
Long-lived assets
|
$
|
464.1
|
|
|
$
|
334.4
|
|
|
$
|
79.2
|
|
|
$
|
877.7
|
|
2015
|
|
|
|
|
|
|
|
||||||||
Sales to unaffiliated customers
|
$
|
811.9
|
|
|
$
|
647.3
|
|
|
$
|
337.9
|
|
|
$
|
1,797.1
|
|
Sales between geographic areas
|
250.0
|
|
|
493.1
|
|
|
(743.1
|
)
|
|
—
|
|
||||
Net sales
|
$
|
1,061.9
|
|
|
$
|
1,140.4
|
|
|
$
|
(405.2
|
)
|
|
$
|
1,797.1
|
|
Operating income (loss)
|
$
|
30.7
|
|
|
$
|
(37.6
|
)
|
|
$
|
243.6
|
|
|
$
|
236.7
|
|
Long-lived assets
|
$
|
494.2
|
|
|
$
|
407.9
|
|
|
$
|
65.0
|
|
|
$
|
967.1
|
|
2014
|
|
|
|
|
|
|
|
||||||||
Sales to unaffiliated customers
|
$
|
773.8
|
|
|
$
|
582.4
|
|
|
$
|
361.6
|
|
|
$
|
1,717.8
|
|
Sales between geographic areas
|
230.6
|
|
|
346.0
|
|
|
(576.6
|
)
|
|
—
|
|
||||
Net sales
|
$
|
1,004.4
|
|
|
$
|
928.4
|
|
|
$
|
(215.0
|
)
|
|
$
|
1,717.8
|
|
Operating income
|
$
|
47.8
|
|
|
$
|
(10.3
|
)
|
|
$
|
269.0
|
|
|
$
|
306.5
|
|
Long-lived assets
|
$
|
499.2
|
|
|
$
|
406.4
|
|
|
$
|
31.7
|
|
|
$
|
937.3
|
|
(In millions, except per share amounts)
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
2016
(1)
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
449.6
|
|
|
$
|
483.8
|
|
|
$
|
514.7
|
|
|
$
|
518.7
|
|
Gross profit
|
$
|
262.0
|
|
|
$
|
298.5
|
|
|
$
|
316.6
|
|
|
$
|
296.0
|
|
Income before income taxes
|
$
|
50.7
|
|
|
$
|
82.6
|
|
|
$
|
93.4
|
|
|
$
|
68.9
|
|
Net income attributable to Cooper stockholders
|
$
|
51.4
|
|
|
$
|
74.1
|
|
|
$
|
87.9
|
|
|
$
|
60.5
|
|
Earnings per share attributable to Cooper stockholders - basic
|
$
|
1.06
|
|
|
$
|
1.53
|
|
|
$
|
1.81
|
|
|
$
|
1.25
|
|
Earnings per share attributable to Cooper stockholders - diluted
|
$
|
1.05
|
|
|
$
|
1.52
|
|
|
$
|
1.79
|
|
|
$
|
1.23
|
|
2015
(1)
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
445.2
|
|
|
$
|
434.7
|
|
|
$
|
461.7
|
|
|
$
|
455.5
|
|
Gross profit
|
$
|
276.4
|
|
|
$
|
267.7
|
|
|
$
|
272.9
|
|
|
$
|
253.3
|
|
Income before income taxes
|
$
|
67.5
|
|
|
$
|
67.0
|
|
|
$
|
44.6
|
|
|
$
|
36.4
|
|
Net income attributable to Cooper stockholders
|
$
|
61.2
|
|
|
$
|
60.7
|
|
|
$
|
45.0
|
|
|
$
|
36.7
|
|
Earnings per share attributable to Cooper stockholders - basic
|
$
|
1.27
|
|
|
$
|
1.25
|
|
|
$
|
0.92
|
|
|
$
|
0.76
|
|
Earnings per share attributable to Cooper stockholders - diluted
|
$
|
1.25
|
|
|
$
|
1.23
|
|
|
$
|
0.91
|
|
|
$
|
0.75
|
|
(In millions)
|
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, 2016
|
$
|
6.0
|
|
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
8.5
|
|
Year Ended October 31, 2015
|
$
|
6.0
|
|
|
$
|
1.7
|
|
|
$
|
(1.7
|
)
|
|
$
|
6.0
|
|
Year Ended October 31, 2014
|
$
|
5.3
|
|
|
$
|
1.7
|
|
|
$
|
(1.0
|
)
|
|
$
|
6.0
|
|
(In millions)
|
Balance
Beginning of Year |
|
Additions
(2)
|
|
Reductions/ Charges
|
|
Balance
at End of Year |
||||||||
Income tax valuation allowance:
|
|
|
|
|
|
|
|
||||||||
Year Ended October 31, 2016
|
$
|
13.4
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
13.3
|
|
Year Ended October 31, 2015
|
$
|
14.5
|
|
|
$
|
—
|
|
|
$
|
(1.1
|
)
|
|
$
|
13.4
|
|
Year Ended October 31, 2014
|
$
|
1.0
|
|
|
$
|
13.5
|
|
|
$
|
—
|
|
|
$
|
14.5
|
|
Signature
|
|
Capacity
|
|
Date
|
/s/ ROBERT S. WEISS
|
|
President, Chief Executive Officer and Director
|
|
December 22, 2016
|
(Robert S. Weiss)
|
|
|
|
|
/s/ A. THOMAS BENDER
|
|
Chairman of the Board
|
|
December 22, 2016
|
(A. Thomas Bender)
|
|
|
|
|
/s/ ALLAN E. RUBENSTEIN, M.D.
|
|
Vice Chairman of the Board and Lead Director
|
|
December 22, 2016
|
(Allan E. Rubenstein)
|
|
|
|
|
/s/ ALBERT G. WHITE, III
|
|
Executive Vice President, Chief Financial Officer and Chief Strategy Officer
|
|
December 22, 2016
|
(Albert G. White, III)
|
|
(Principal Financial Officer)
|
|
|
/s/ TINA MALONEY
|
|
Vice President and Corporate Controller
|
|
December 22, 2016
|
(Tina Maloney)
|
|
(Principal Accounting Officer)
|
|
|
/s/ COLLEEN E. JAY
|
|
Director
|
|
December 22, 2016
|
(Colleen E. Jay)
|
|
|
|
|
/s/ MICHAEL H. KALKSTEIN
|
|
Director
|
|
December 22, 2016
|
(Michael H. Kalkstein)
|
|
|
|
|
/s/ WILLIAM A. KOZY
|
|
Director
|
|
December 22, 2016
|
(William A. Kozy)
|
|
|
|
|
/s/ JODY S. LINDELL
|
|
Director
|
|
December 22, 2016
|
(Jody S. Lindell)
|
|
|
|
|
/s/ GARY S. PETERSMEYER
|
|
Director
|
|
December 22, 2016
|
(Gary S. Petersmeyer)
|
|
|
|
|
/s/ STANLEY ZINBERG, M.D.
|
|
Director
|
|
December 22, 2016
|
(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
|
10.1
|
- Severance Agreement entered into as of August 21, 1989, and amended August 15, 2008, 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
|
10.2
|
- 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
|
10.3
|
- 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, incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2013
|
10.4
|
- Change in Control Agreement dated as of June 8, 2007, by and between The Cooper Companies, Inc. and Daniel G. McBride, Esq., incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2014
|
10.5
|
- 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
|
10.6
|
- 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
|
10.7
|
- 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
|
10.8
|
- 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
|
10.9
|
- 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
|
10.10 -
|
Amendment No. 3 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 10.23 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2013
|
10.11 -
|
Amendment No. 4 to the Second Amended and Restated 2006 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc.
|
10.12
|
- 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
|
10.13
|
- 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
|
10.14 -
|
Form of Restricted Stock Unit Agreement Pursuant to The Cooper Companies, Inc. 2006 Long Term Incentive Plan for Non-Employee Directors
|
10.15
|
- The Third Amended and Restated 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to the Company's Proxy Statement filed January 29, 2016
|
10.16
|
- 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
|
10.17
|
- 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
|
10.18
|
- 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
|
10.19 -
|
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
|
10.20
(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
|
10.21
(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
|
10.22
|
- 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
|
10.23
|
- 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
|
10.24
|
- 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
|
10.25 -
|
Credit Agreement Amendment, dated as of June 30, 2014, 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 of the Company’s Current Report on Form 8-K filed July 1, 2014
|
10.26
|
-
Term Loan Amendment, dated as of June 30, 2014, 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 of the Company’s Current Report on Form 8-K filed July 1, 2014
|
10.27
|
- Term Loan Agreement, dated as of August 4, 2014, among The Cooper Companies, Inc., the lenders party thereto, and Keybank National Association, as administrative agent, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8‑K filed August 6, 2014
|
10.28 -
|
Term Loan Amendment No. 2, dated as of August 4, 2014, among The Cooper Companies, Inc. the lenders party thereto, and Keybank National Association, as administrative agent, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8‑K filed August 6, 2014
|
10.29 -
|
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
|
10.30 -
|
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
|
10.31 -
|
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
|
10.32 -
|
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
|
10.33 -
|
Term Loan Amendment No. 1, dated as of August 21, 2015, among The Cooper Companies, Inc. the lenders party thereto, and Keybank National Association, as administrative agent, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on September 4, 2015
|
10.34 -
|
Term Loan Amendment No. 3, dated as of August 21, 2015, among The Cooper Companies, Inc. the lenders party thereto, and Keybank National Association, as administrative agent, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on September 4, 2015
|
10.35 -
|
Credit Agreement Amendment No. 4, dated as of August 21, 2015, 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 of the Company’s Quarterly Report on Form 10-Q filed on September 4, 2015
|
10.36 -
|
Amendment and Restatement Agreement, dated as of March 1, 2016, among The Cooper Companies, Inc., the lenders party thereto, and Keybank National Association, as administrative agent, to amend and restate the Company’s Term Loan Agreement, dated as of August 4, 2014 and as previously amended, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed March 3, 2016
|
10.37
|
- Revolving Credit and Term Loan Agreement, dated as of March 1, 2016, among The Cooper Companies, Inc., CooperVision International Holding Company, LP, the lenders from time to time party thereto, KeyBank National Association, as administrative agent, swing line lender and a letter of credit issuer, KeyBanc Capital Markets Inc., Citigroup Global Markets Inc., DNB Bank ASA, New York Branch, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Union Bank, N.A. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners, Bank of America, N.A., DNB Bank ASA, New York Branch, JPMorgan Chase Bank, N.A., and MUFG Union Bank, N.A., as syndication agents, Citibank, N.A. and Wells Fargo Bank, National Association, as documentation agents, and TD Bank, N.A., PNC Bank, National Association, and U.S. Bank, National Association, as senior managing agents, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed March 3, 2016
|
10.38 -
|
Amendment and Restatement Agreement, dated as of March 1, 2016, among The Cooper Companies, Inc., the lenders party thereto, and Keybank National Association, as administrative agent, to amend and restate the Company’s Term Loan Agreement, dated as of September 12, 2013 and as previously amended, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed March 3, 2016
|
10.39 -
|
The Cooper Companies, Inc. 2015 Incentive Payment Plan, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed February 6, 2015
|
10.40 -
|
The Cooper Companies, Inc. 2016 Incentive Payment Plan, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed February 4, 2016
|
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
|
31.2
|
- Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
32.1
|
- Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350
|
32.2
|
- Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350
|
101
|
- The following materials from the Company's Annual Report on Form 10-K for the year ended October 31, 2016, formatted in Extensible Business Reporting Language (XBRL); (i) Consolidated Statements of Income for the years ended October 31, 2016, 2015 and 2014, (ii) Consolidated Statements of Comprehensive Income for the years ended October 31, 2016, 2015 and 2014, (iii) Consolidated Balance Sheets at October 31, 2016 and 2015, (iv) Consolidated Statements of Stockholders' Equity for the years ended October 31, 2016, 2015 and 2014, (v) Consolidated Statements of Cash Flows for the years ended October 31, 2016, 2015 and 2014, (vi) related notes to consolidated financial statements and (vii) Schedule II Valuation and Qualifying Accounts
|
(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 7. Earnings Per Share, in this report.
|
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.
Colleen E. Jay
Loaned Senior Executive for Catalyst, Inc.
Michael H. Kalkstein
Of Counsel, Palo Alto Office, Dechert LLP
William A. Kozy
Director
Jody S. Lindell
President and Chief Executive Officer,
S.G. Management, Inc.
Gary S. Petersmeyer
Director
Robert S. Weiss
President, Chief Executive Officer and Director
Stanley Zinberg, M.D.
Director
COMMITTEES OF THE BOARD
Audit Committee
Jody S. Lindell (Chairman)
Michael H. Kalkstein
William A. Kozy
Gary Petersmeyer
Corporate Governance and Nominating Committee
Allan E. Rubenstein, M.D. (Chairman)
Michael H. Kalkstein
Stanley Zinberg, M.D.
Colleen E. Jay
Organization and Compensation Committee
Michael H. Kalkstein (Chairman)
Colleen E. Jay
Jody S. Lindell
Gary S. Petersmeyer
Science and Technology Committee
Stanley Zinberg, M.D. (Chairman)
A. Thomas Bender
William A. Kozy
Gary S. Petersmeyer
Allan E. Rubenstein, M.D.
Robert S. Weiss
|
|
EXECUTIVE OFFICERS
Robert S. Weiss
President and Chief Executive Officer
Randal L. Golden
Vice President and
General Counsel
Carol R. Kaufman
Executive Vice President,
Secretary, Chief Administrative Officer
and Chief Governance Officer
Tina Maloney
Vice President and Corporate Controller
Albert G. White, III
Executive Vice President, Chief Financial Officer and Chief Strategy Officer
Daniel G. McBride, Esq.
Executive Vice President and Chief Operating Officer; President of CooperVision
Paul Remmell
President and Chief Executive Officer,
CooperSurgical, Inc.
PRINCIPAL SUBSIDIARIES
CooperVision, Inc.
6150 Stoneridge Mall Road
Suite 370
Pleasanton, CA 94588
925-621-2450
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
|
|
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
Kim Duncan
Vice President of Investor Relations
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 2017.
TRANSFER AGENT
American Stock Transfer & Trust Company
6201 15th Avenue
Brooklyn, NY 11219
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”
|
Section 2(a):
|
“Annual Equity Grant” shall mean the grant made to Non-Employee Directors each November 15, pursuant to Section 5 hereof.
|
Section 2(k):
|
“Mid-Year Equity Grant” shall mean the grants made to the Non-Employee Directors pursuant to Section 5(b) hereof.
|
Section 2(p):
|
“Restricted
Stock Grants” shall mean
both Annual Equity Grants or Mid-Year Equity Grants, or any portion thereof, made in the form of Restricted Stock pursuant to Sections 5 and 6 hereof
.
|
Title:
|
Executive Vice President, Secretary, Chief Administrative Officer & Chief Governance Officer
|
1.
|
Restricted Stock Units
. Subject to the terms of this Agreement and the Plan, Holder is hereby awarded the right to receive the RSUs as it vests as provided in Section 3 hereof. Unless and until the Shares are actually issued and delivered to the Holder, the Holder shall not by reason of being granted the RSUs be deemed to be a shareholder of the Company. Accordingly, the Holder shall not have any rights to vote any Shares subject to the RSUs, or to receive dividends or any other rights of a shareholder until such Shares have been issued to the Holder.
|
2.
|
Shares
. Once vested the Company shall cause that number of Shares equal to the vested portion of the RSUs to either (i) be issued in the form of a stock certificate (or certificates) representing the shares to be registered in the Holder’s name or (ii) held in book entry form.
|
3.
|
Vesting
. The RSUs will vest in full on November 15, 2017 (the “Vesting Date”) subject to the provisions of Section 4.
|
4.
|
Termination of Service as Director
. The Restricted Stock Units shall be subject to forfeiture if the Holder’s service terminates for Cause or Holder fails to be re-nominated as a Director for Cause prior to the date the Restricted Stock Units are vested. In the event the Holder’s service on the Board ends, other than for Cause, prior to the Vesting Date, the Holder shall receive, on the Vesting Date, a number of shares prorated for the number of full months of service elapsed since the Grant Date and the date the Holder’s service on the Board so ends
.
|
5.
|
Limit on Transfer
. Holder may not sell, transfer, pledge or assign the Restricted Stock Units other than by will or the laws of descent and distribution, with the exception that the Holder may, subject to the same conditions and procedures as the Committee may establish, transfer the award for estate or tax planning purposes to trusts in which the Holder has at least a 50% interest or foundations in which the Holder controls the management of the assets, so long as such transfer is without consideration and the trust takes the Restricted Stock Units subject to the same restrictions as the Holder.
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6.
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Representations
. The Committee may require Holder to represent to and agree with the Company in writing that Holder is acquiring the Shares for investment purposes and without a view to distribution thereof. The Company may condition the delivery of the RSUs upon the listing, registration or qualification of the Shares upon a securities exchange or under applicable securities laws. The Shares shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed and any applicable Federal or state securities law. The Company may cause a legend to be put on each certificate representing Shares to reflect any of the provisions of this Section 6.
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7.
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Continuation of Service is not Implied
.
Nothing contained in the Plan or this Agreement shall confer upon the Holder the right to continue to serve as a Director of the Company.
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8.
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Merger, Reorganization, Etc.
In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split or other such change in corporate structure affecting the RSUs, an equitable adjustment
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9.
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Income Taxes.
The Holder shall be responsible for all income and other taxes resulting from the grant and vesting of the RSUs, and the issuance of the Shares in settlement thereof.
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10.
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Amendments
. The Board, with the consent of Holder, may amend at any time or from time to time the terms and conditions of this Restricted Stock Unit Agreement. The RSUs may be amended without the Holder’s consent as permitted by the Plan.
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11.
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Notices
. Any notice which either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail, postage prepaid, addressed as follows: to the Company or any officer of the Company or the Committee or any member thereof, at the Company’s offices at 6140 Stoneridge Mall Road, Suite 590, Pleasanton, CA 94588, or at such other address as the Company, or any other such person, by notice to Holder may designate from time to time, and to Holder at Holder’s address as set forth below, or such other address as Holder by notice to the Company may designate in writing from time to time. Notices shall be effective upon receipt.
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12.
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Governing Law
. This Agreement shall be governed by the laws of the State of California, except to the extent preempted by Federal law.
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13.
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Incorporation of the Plan; Interpretations
. This Agreement is entered into pursuant to, and is subject to all of the terms and conditions of the Plan, the terms, conditions and definitions of which are hereby incorporated as though set forth at length, and the receipt of a copy of which Holder hereby acknowledges by their signature below. A determination by the Committee as to any questions, which may arise with respect to the interpretation of this Agreement or the Plan, shall be final. The Committee may authorize and establish such rules, regulations and revisions thereof not inconsistent with the provisions of the Plan, as it may deem advisable.
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14.
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Miscellaneous
. The grant of RSUs under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of RSUs or benefits in lieu of RSUs in the future. Future grants of RSUs, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the grant, the number of shares of RSUs, and vesting provisions.
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Date: December 22, 2016
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/s/ Robert S. Weiss
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Robert S. Weiss
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President and
Chief Executive Officer
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Date: December 22, 2016
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/s/ Albert G. White, III
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Albert G. White, III
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Executive Vice President, Chief Financial Officer and Chief Strategy Officer
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•
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the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2016, 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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•
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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 22, 2016
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/s/ Robert S. Weiss
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Robert S. Weiss
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President and Chief Executive Officer
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•
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the Annual Report on Form 10-K of the Company for the fiscal year ended October 31, 2016, 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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•
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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 22, 2016
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/s/ Albert G. White, III
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Albert G. White, III
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Executive Vice President, Chief Financial Officer and
Chief Strategy Officer
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