ý
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
o
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
|
94-2657368
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
ý
|
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
|
Smaller reporting company
|
o
|
Emerging growth company
|
o
|
|
|
|
Common Stock, $.10 par value
|
|
49,374,137
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Class
|
|
Outstanding at February 26, 2019
|
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|
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Page No.
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PART I.
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Item 1.
|
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Consolidated Statements of Income - Three Months Ended January 31, 2019 and 2018
|
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Consolidated Statements of Comprehensive Income (Loss) - Three Months Ended January 31, 2019 and 2018
|
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Consolidated Condensed Balance Sheets - January 31, 2019 and October 31, 2018
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Consolidated Statements of Stockholders' Equity - January 31, 2019 and January 31, 2018
|
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Consolidated Condensed Statements of Cash Flows - Three Months Ended January 31, 2019 and 2018
|
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Item 2.
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||
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Item 3.
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Item 4.
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PART II.
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Item 1.
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||
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Item 1A.
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||
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Item 2.
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||
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Item 6.
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||
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||||||
|
2019
|
|
2018
|
||||
Net sales
|
$
|
628.1
|
|
|
$
|
590.0
|
|
Cost of sales
|
209.6
|
|
|
219.1
|
|
||
Gross profit
|
418.5
|
|
|
370.9
|
|
||
Selling, general and administrative expense
|
250.0
|
|
|
225.9
|
|
||
Research and development expense
|
21.0
|
|
|
18.8
|
|
||
Amortization of intangibles
|
36.6
|
|
|
36.0
|
|
||
Operating income
|
110.9
|
|
|
90.2
|
|
||
Interest expense
|
18.2
|
|
|
18.4
|
|
||
Other income, net
|
1.1
|
|
|
3.0
|
|
||
Income before income taxes
|
93.8
|
|
|
74.8
|
|
||
(Benefit) provision for income taxes
|
(9.4
|
)
|
|
197.3
|
|
||
Net income (loss)
|
$
|
103.2
|
|
|
$
|
(122.5
|
)
|
Earnings (loss) per share - basic
|
$
|
2.09
|
|
|
$
|
(2.50
|
)
|
Earnings (loss) per share - diluted
|
$
|
2.07
|
|
|
$
|
(2.50
|
)
|
Number of shares used to compute earnings (loss) per share:
|
|
|
|
||||
Basic
|
49.3
|
|
|
48.9
|
|
||
Diluted
|
49.9
|
|
|
48.9
|
|
|
|
|
|
|
||||||
|
2019
|
|
2018
|
||||
Net income (loss)
|
$
|
103.2
|
|
|
$
|
(122.5
|
)
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation adjustment, net of tax
|
32.7
|
|
|
102.3
|
|
||
Comprehensive income (loss)
|
$
|
135.9
|
|
|
$
|
(20.2
|
)
|
|
|
|
|
January 31, 2019
|
|
October 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
146.6
|
|
|
$
|
77.7
|
|
Trade accounts receivable, net of allowance for doubtful accounts of $19.7 at January 31, 2019 and $19.0 at October 31, 2018
|
389.7
|
|
|
374.7
|
|
||
Inventories
|
486.2
|
|
|
468.8
|
|
||
Prepaid expense and other current assets
|
170.5
|
|
|
169.7
|
|
||
Total current assets
|
1,193.0
|
|
|
1,090.9
|
|
||
Property, plant and equipment, at cost
|
2,009.3
|
|
|
1,930.3
|
|
||
Less: accumulated depreciation and amortization
|
985.5
|
|
|
954.3
|
|
||
|
1,023.8
|
|
|
976.0
|
|
||
Goodwill
|
2,449.3
|
|
|
2,392.1
|
|
||
Other intangibles, net
|
1,514.1
|
|
|
1,521.3
|
|
||
Deferred tax assets
|
55.2
|
|
|
58.4
|
|
||
Other assets
|
63.2
|
|
|
74.1
|
|
||
|
$
|
6,298.6
|
|
|
$
|
6,112.8
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
445.5
|
|
|
$
|
37.1
|
|
Accounts payable
|
129.6
|
|
|
146.4
|
|
||
Employee compensation and benefits
|
75.9
|
|
|
94.0
|
|
||
Other current liabilities
|
287.6
|
|
|
259.0
|
|
||
Total current liabilities
|
938.6
|
|
|
536.5
|
|
||
Long-term debt
|
1,686.9
|
|
|
1,985.7
|
|
||
Deferred tax liabilities
|
34.6
|
|
|
31.0
|
|
||
Long-term tax payable
|
124.8
|
|
|
141.5
|
|
||
Accrued pension liability and other
|
88.2
|
|
|
110.3
|
|
||
Total liabilities
|
2,873.1
|
|
|
2,805.0
|
|
||
Contingencies (see Note 13)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, 10 cents par value, shares authorized: 1.0; zero shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, 10 cents par value, shares authorized: 120.0; issued 52.9 at January 31, 2019 and 52.8 at October 31, 2018
|
5.3
|
|
|
5.3
|
|
||
Additional paid-in capital
|
1,574.8
|
|
|
1,572.1
|
|
||
Accumulated other comprehensive loss
|
(398.0
|
)
|
|
(430.7
|
)
|
||
Retained earnings
|
2,664.4
|
|
|
2,576.0
|
|
||
Treasury stock at cost: 3.6 shares at January 31, 2019 and 3.6 shares at October 31, 2018
|
(421.2
|
)
|
|
(415.1
|
)
|
||
Noncontrolling interests
|
0.2
|
|
|
0.2
|
|
||
Stockholders’ equity
|
3,425.5
|
|
|
3,307.8
|
|
||
|
$
|
6,298.6
|
|
|
$
|
6,112.8
|
|
|
Common Shares
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Retained Earnings
|
|
Treasury Stock
|
|
Noncontrolling Interests
|
|
Total
Stockholders' Equity |
||||||||||||||||||||||
(In millions)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance at November 1, 2017
|
48.8
|
|
|
$
|
4.9
|
|
|
3.6
|
|
|
$
|
0.3
|
|
|
$
|
1,526.7
|
|
|
$
|
(375.3
|
)
|
|
$
|
2,434.2
|
|
|
$
|
(415.1
|
)
|
|
$
|
0.1
|
|
|
$
|
3,175.8
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122.5
|
)
|
|
—
|
|
|
—
|
|
|
(122.5
|
)
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102.3
|
|
||||||||
Issuance of common stock for stock plans, net
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
(10.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.5
|
)
|
||||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.7
|
|
||||||||
Balance at January 31, 2018
|
49.0
|
|
|
$
|
5.0
|
|
|
3.6
|
|
|
$
|
0.3
|
|
|
$
|
1,528.8
|
|
|
$
|
(273.0
|
)
|
|
$
|
2,310.3
|
|
|
$
|
(415.1
|
)
|
|
$
|
0.1
|
|
|
$
|
3,156.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at November 1, 2018
|
49.2
|
|
|
$
|
5.0
|
|
|
3.6
|
|
|
$
|
0.3
|
|
|
$
|
1,572.1
|
|
|
$
|
(430.7
|
)
|
|
$
|
2,576.0
|
|
|
$
|
(415.1
|
)
|
|
$
|
0.2
|
|
|
$
|
3,307.8
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
103.2
|
|
|
—
|
|
|
—
|
|
|
103.2
|
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.7
|
|
||||||||
Issuance of common stock for stock plans, net
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
||||||||
Treasury stock repurchase
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.1
|
)
|
|
—
|
|
|
(6.1
|
)
|
||||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.7
|
|
||||||||
ASU 2016-16 adoption
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.3
|
)
|
|
—
|
|
|
—
|
|
|
(13.3
|
)
|
||||||||
Balance at January 31, 2019
|
49.3
|
|
|
$
|
5.0
|
|
|
3.6
|
|
|
$
|
0.3
|
|
|
$
|
1,574.8
|
|
|
$
|
(398.0
|
)
|
|
$
|
2,664.4
|
|
|
$
|
(421.2
|
)
|
|
$
|
0.2
|
|
|
$
|
3,425.5
|
|
|
|
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
103.2
|
|
|
$
|
(122.5
|
)
|
Depreciation and amortization
|
68.8
|
|
|
66.6
|
|
||
Increase in operating capital
|
(53.3
|
)
|
|
(177.0
|
)
|
||
Other non-cash items
|
(16.9
|
)
|
|
259.1
|
|
||
Net cash provided by operating activities
|
101.8
|
|
|
26.2
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(79.2
|
)
|
|
(51.4
|
)
|
||
Acquisitions of businesses and assets, net of cash acquired, and other
|
(50.0
|
)
|
|
(1,193.2
|
)
|
||
Net cash used in investing activities
|
(129.2
|
)
|
|
(1,244.6
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from long-term debt
|
261.8
|
|
|
1,672.8
|
|
||
Repayments of long-term debt
|
(560.8
|
)
|
|
(445.8
|
)
|
||
Net proceeds from short-term debt
|
407.5
|
|
|
4.8
|
|
||
Net payments related to share-based compensation awards
|
(9.0
|
)
|
|
(10.5
|
)
|
||
Repurchase of common stock
|
(6.1
|
)
|
|
—
|
|
||
Debt acquisition costs
|
(0.2
|
)
|
|
(3.9
|
)
|
||
Net cash provided by financing activities
|
93.2
|
|
|
1,217.4
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
0.9
|
|
|
3.9
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
66.7
|
|
|
2.9
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
80.2
|
|
|
88.8
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
146.9
|
|
|
$
|
91.7
|
|
Reconciliation of cash flow information:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
146.6
|
|
|
$
|
91.4
|
|
Restricted cash included in other current assets
(1)
|
0.3
|
|
|
0.3
|
|
||
Total cash, cash equivalents, and restricted cash
|
$
|
146.9
|
|
|
$
|
91.7
|
|
(In millions)
|
January 31, 2019
|
|
October 31, 2018
|
||||
Technology
|
$
|
9.9
|
|
|
$
|
—
|
|
Customer relationships
|
7.5
|
|
|
23.5
|
|
||
Trademarks
|
9.7
|
|
|
100.0
|
|
||
Composite intangible asset
|
—
|
|
|
1,061.9
|
|
||
Other
|
—
|
|
|
4.2
|
|
||
Total identifiable intangible assets
|
$
|
27.1
|
|
|
$
|
1,189.6
|
|
Goodwill
|
35.8
|
|
|
70.6
|
|
||
Net tangible assets
|
1.4
|
|
|
59.6
|
|
||
Total purchase price
|
$
|
64.3
|
|
|
$
|
1,319.8
|
|
(In millions)
|
Relative Fair Value
|
||
Composite intangible asset
(1)
|
$
|
1,061.9
|
|
Assembled workforce intangible asset
(2)
|
1.2
|
|
|
Property, plant and equipment
|
2.0
|
|
|
Inventory
(3)
|
47.3
|
|
|
Other assets
|
9.4
|
|
|
Total assets acquired
|
$
|
1,121.8
|
|
Less: liabilities assumed
|
16.4
|
|
|
Total Purchase Price
|
$
|
1,105.4
|
|
(In millions)
|
January 31, 2019
|
|
October 31, 2018
|
||||
Raw materials
|
$
|
119.9
|
|
|
$
|
112.5
|
|
Work-in-process
|
12.6
|
|
|
12.6
|
|
||
Finished goods
|
353.7
|
|
|
343.7
|
|
||
|
$
|
486.2
|
|
|
$
|
468.8
|
|
(In millions)
|
CooperVision
|
|
CooperSurgical
|
|
Total
|
||||||
Balance at October 31, 2017
|
$
|
1,735.7
|
|
|
$
|
619.1
|
|
|
$
|
2,354.8
|
|
Net additions during the year ended October 31, 2018
|
36.8
|
|
|
34.4
|
|
|
71.2
|
|
|||
Translation
|
(29.6
|
)
|
|
(4.3
|
)
|
|
(33.9
|
)
|
|||
Balance at October 31, 2018
|
1,742.9
|
|
|
649.2
|
|
|
2,392.1
|
|
|||
Net additions during the three months ended January 31, 2019
|
13.9
|
|
|
21.9
|
|
|
35.8
|
|
|||
Translation
|
19.9
|
|
|
1.5
|
|
|
21.4
|
|
|||
Balance at January 31, 2019
|
$
|
1,776.7
|
|
|
$
|
672.6
|
|
|
$
|
2,449.3
|
|
|
January 31, 2019
|
|
October 31, 2018
|
|
|
||||||||||||
(In millions)
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Weighted Average Amortization Period (In years)
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
149.3
|
|
|
$
|
19.4
|
|
|
$
|
139.2
|
|
|
$
|
16.9
|
|
|
14
|
Composite intangible asset
|
1,061.9
|
|
|
88.5
|
|
|
1,061.9
|
|
|
70.8
|
|
|
15
|
||||
Technology
|
405.8
|
|
|
198.5
|
|
|
395.0
|
|
|
190.7
|
|
|
11
|
||||
Customer relationships
|
359.0
|
|
|
175.3
|
|
|
350.0
|
|
|
168.6
|
|
|
13
|
||||
License and distribution rights and other
|
76.0
|
|
|
56.2
|
|
|
74.9
|
|
|
52.7
|
|
|
9
|
||||
|
2,052.0
|
|
|
$
|
537.9
|
|
|
2,021.0
|
|
|
$
|
499.7
|
|
|
14
|
||
Less: accumulated amortization and translation
|
537.9
|
|
|
|
|
499.7
|
|
|
|
|
|
||||||
Other intangible assets, net
|
$
|
1,514.1
|
|
|
|
|
$
|
1,521.3
|
|
|
|
|
|
Fiscal years:
|
(In millions)
|
||
Remainder of 2019
|
$
|
109.1
|
|
2020
|
136.1
|
|
|
2021
|
134.8
|
|
|
2022
|
132.9
|
|
|
2023
|
130.7
|
|
|
Thereafter
|
861.6
|
|
|
Total remaining amortization for intangible assets
|
$
|
1,505.2
|
|
(In millions)
|
January 31, 2019
|
|
October 31, 2018
|
||||
Overdraft and other credit facilities
|
$
|
45.6
|
|
|
$
|
37.1
|
|
Term loans
|
400.0
|
|
|
—
|
|
||
Less: unamortized debt issuance cost
|
(0.1
|
)
|
|
—
|
|
||
Short-term Debt
|
$
|
445.5
|
|
|
$
|
37.1
|
|
|
|
|
|
||||
Revolving credit
|
$
|
140.0
|
|
|
$
|
439.0
|
|
Term loans
|
1,550.0
|
|
|
1,550.0
|
|
||
Other
|
0.2
|
|
|
0.2
|
|
||
Less: unamortized debt issuance cost
|
(3.3
|
)
|
|
(3.5
|
)
|
||
Long-term Debt
|
$
|
1,686.9
|
|
|
$
|
1,985.7
|
|
|
|
|
|
||||
Total Debt
|
$
|
2,132.4
|
|
|
$
|
2,022.8
|
|
•
|
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
.
|
Three Months Ended January 31,
|
|
||||||
(In millions, except per share amounts)
|
2019
|
|
2018
|
||||
Net income (loss)
|
$
|
103.2
|
|
|
$
|
(122.5
|
)
|
Basic:
|
|
|
|
||||
Weighted average common shares
|
49.3
|
|
|
48.9
|
|
||
Basic earnings (loss) per share
|
$
|
2.09
|
|
|
$
|
(2.50
|
)
|
Diluted:
|
|
|
|
||||
Weighted average common shares
|
49.3
|
|
|
48.9
|
|
||
Effect of potential dilutive shares
|
0.6
|
|
|
—
|
|
||
Diluted weighted average common shares*
|
49.9
|
|
|
48.9
|
|
||
Diluted earnings (loss) per share attributable to Cooper stockholders
|
$
|
2.07
|
|
|
$
|
(2.50
|
)
|
*The number of diluted weighted average common shares used to calculate fiscal 2018 diluted loss per share excludes all potentially dilutive instrument because they would be antidilutive due to the net loss position.
|
Three Months Ended January 31,
|
|
||||
(In thousands, except exercise prices)
|
2019
|
|
2018
|
||
Number of stock option shares excluded
|
377
|
|
|
1,202
|
|
Range of exercise prices
|
$226.30-$254.77
|
|
|
$15.83-$229.66
|
|
Number of restricted stock units excluded
|
17
|
|
|
546
|
|
Three Months Ended January 31,
|
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Selling, general and administrative expense
|
$
|
9.3
|
|
|
$
|
10.7
|
|
Cost of sales
|
1.5
|
|
|
1.3
|
|
||
Research and development expense
|
0.9
|
|
|
0.7
|
|
||
Total share-based compensation expense
|
$
|
11.7
|
|
|
$
|
12.7
|
|
Related income tax benefit
|
$
|
1.7
|
|
|
$
|
2.5
|
|
(In millions)
|
Foreign Currency Translation Adjustment
|
|
Minimum Pension Liability
|
|
Total
|
||||||
Balance at October 31, 2017
|
$
|
(353.7
|
)
|
|
$
|
(21.6
|
)
|
|
$
|
(375.3
|
)
|
Gross change in value during the year ended October 31, 2018
|
(58.5
|
)
|
|
11.0
|
|
|
(47.5
|
)
|
|||
Tax effect for the period
|
—
|
|
|
(3.1
|
)
|
|
(3.1
|
)
|
|||
ASU 2018-02 adoption
(1)
|
—
|
|
|
(4.8
|
)
|
|
(4.8
|
)
|
|||
Balance at October 31, 2018
|
$
|
(412.2
|
)
|
|
$
|
(18.5
|
)
|
|
$
|
(430.7
|
)
|
Gross change in value during the three months ended January 31, 2019
|
32.7
|
|
|
—
|
|
|
32.7
|
|
|||
Balance at January 31, 2019
|
$
|
(379.5
|
)
|
|
$
|
(18.5
|
)
|
|
$
|
(398.0
|
)
|
(1)
|
Represents reclassification to retained earnings from adoption of ASU 2018-02. Refer to our Annual Report on Form 10-K for the fiscal year ended October 31, 2018 for more details.
|
Three Months Ended January 31,
|
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Service cost
|
$
|
2.5
|
|
|
$
|
2.7
|
|
Interest cost
|
1.5
|
|
|
1.3
|
|
||
Expected return on plan assets
|
(2.4
|
)
|
|
(2.3
|
)
|
||
Recognized net actuarial loss
|
0.2
|
|
|
0.4
|
|
||
Net periodic pension cost
|
$
|
1.8
|
|
|
$
|
2.1
|
|
Three Months Ended January 31,
|
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
CooperVision net sales by category:
|
|
|
|
||||
Toric lens
|
$
|
146.0
|
|
|
$
|
137.8
|
|
Multifocal lens
|
49.1
|
|
|
46.9
|
|
||
Single-use sphere lens
|
132.1
|
|
|
116.3
|
|
||
Non single-use sphere and other
|
142.9
|
|
|
143.8
|
|
||
Total CooperVision net sales
|
470.1
|
|
|
444.8
|
|
||
CooperSurgical net sales by category:
|
|
|
|
||||
Office and surgical procedures
|
95.7
|
|
|
88.2
|
|
||
Fertility
|
62.3
|
|
|
57.0
|
|
||
Total CooperSurgical net sales
|
158.0
|
|
|
145.2
|
|
||
Total net sales
|
$
|
628.1
|
|
|
$
|
590.0
|
|
Operating income (loss):
|
|
|
|
||||
CooperVision
|
$
|
116.3
|
|
|
$
|
112.3
|
|
CooperSurgical
|
7.2
|
|
|
(9.3
|
)
|
||
Corporate
|
(12.6
|
)
|
|
(12.8
|
)
|
||
Total operating income
|
110.9
|
|
|
90.2
|
|
||
Interest expense
|
18.2
|
|
|
18.4
|
|
||
Other income, net
|
1.1
|
|
|
3.0
|
|
||
Income before income taxes
|
$
|
93.8
|
|
|
$
|
74.8
|
|
(In millions)
|
January 31, 2019
|
|
October 31, 2018
|
||||
Total identifiable assets:
|
|
|
|
||||
CooperVision
|
$
|
3,869.8
|
|
|
$
|
3,746.0
|
|
CooperSurgical
|
2,214.6
|
|
|
2,201.7
|
|
||
Corporate
|
214.2
|
|
|
165.1
|
|
||
Total
|
$
|
6,298.6
|
|
|
$
|
6,112.8
|
|
Three Months Ended January 31,
|
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Net sales to unaffiliated customers by country of domicile:
|
|
|
|
||||
United States
|
$
|
278.9
|
|
|
$
|
261.5
|
|
Europe
|
209.7
|
|
|
203.8
|
|
||
Rest of world
|
139.5
|
|
|
124.7
|
|
||
Total
|
$
|
628.1
|
|
|
$
|
590.0
|
|
(In millions)
|
January 31, 2019
|
|
October 31, 2018
|
||||
Net property, plant and equipment by country of domicile:
|
|
|
|
||||
United States
|
$
|
550.2
|
|
|
$
|
516.7
|
|
Europe
|
349.6
|
|
|
340.7
|
|
||
Rest of world
|
124.0
|
|
|
118.6
|
|
||
Total
|
$
|
1,023.8
|
|
|
$
|
976.0
|
|
•
|
Adverse changes in global political and economic conditions, and related uncertainty caused by the United Kingdom’s election to withdraw from the European Union and its potential impact on, among other things, the movement of goods and materials in our supply chain, additional regulatory approvals and requirements, and increased tariffs and duties.
|
•
|
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 these items, including but not limited to, escalating global trade barriers including additional tariffs.
|
•
|
Foreign currency exchange rate and interest rate fluctuations including the risk of fluctuations in the value of foreign currencies or interest rates that would decrease our revenues and earnings.
|
•
|
Changes in tax laws or their interpretation and changes in statutory tax rates, including but not limited to, the U.S., the United Kingdom and other countries may affect our taxation of earnings recognized in foreign jurisdictions and/or negatively impact our effective tax rate.
|
•
|
Our existing indebtedness and associated interest expense, most of which is variable and impacted by rate increases, which could adversely affect our financial health or limit our ability to borrow additional funds.
|
•
|
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).
|
•
|
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, such as HIPAA in the U.S. and the General Data Protection Regulation requirements in Europe, including but not limited to those resulting from data security breaches.
|
•
|
A major disruption in the operations of our manufacturing, accounting and financial reporting, research and development, distribution facilities or raw material supply chain 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.
|
•
|
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 areas of our operations including, but not limited to, those affecting the health care industry, including the contact lens industry specifically and the medical device or pharmaceutical industries generally.
|
•
|
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, including but not limited to, technological advances by competitors, new products and patents attained by competitors, and competitors' expansion through acquisitions.
|
•
|
Reduced sales, loss of customers and costs and expenses related to product recalls and warning letters.
|
•
|
Failure to receive, or delays in receiving, 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, other intangible assets 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.
|
•
|
Impact and costs incurred from changes in accounting standards and policies.
|
•
|
Environmental risks, including increasing environmental legislation and the broader impacts of climate change.
|
•
|
Other events described in our Securities and Exchange Commission filings, including the “Business” and “Risk Factors” sections in our Annual Report on Form 10-K for the fiscal year ended October 31, 2018, as such Risk Factors may be updated in quarterly filings.
|
•
|
Gross profit
$418.5 million
, up
13%
from
$370.9 million
in the prior year period
|
•
|
Operating income
$110.9 million
, up
23%
from
$90.2 million
in the prior year period
|
•
|
Diluted earnings per share of
$2.07
, up from
$2.50
diluted loss per share in the prior year period
|
•
|
Cash provided by operations
$101.8 million
, compared to $
26.2 million
in the prior year period
|
•
|
Blanchard Contact Lenses on December 28, 2018 - a privately-held scleral lens company, which expands CooperVision's specialty and scleral lens portfolio.
|
•
|
Blueyes on January 4, 2018 - a long-standing distribution partner, which had a leading position in the distribution of contact lenses to the optical and pharmacy sector in Israel.
|
•
|
Paragon Vision Sciences on December 1, 2017 - a leading provider of orthokeratology (ortho-k) specialty contact lenses and oxygen permeable rigid contact lens materials.
|
•
|
Incisive Surgical Inc. on December 31, 2018 - a privately-held U.S. medical device company that develops mechanical surgical solutions for skin closure.
|
•
|
LifeGlobal Group on April 3, 2018 - a privately held company that specializes primarily in IVF media. LifeGlobal’s product categories include media products, IVF laboratory air filtration products and dishware.
|
•
|
PARAGARD on November 1, 2017 - CooperSurgical acquired the assets of the PARAGARD IUD business from Teva for $1.1 billion. PARAGARD broadened and strengthened CooperSurgical's women's health product portfolio and it is the only non-hormonal, long lasting, reversible contraceptive option approved by the FDA and available in the United States. IUDs represent a large and growing segment of the Long Acting Reversible Contraceptive market.
|
|
Percentage of Sales
|
|
2019 vs 2018 % Change in Absolute Values
|
|||||
Three Months Ended January 31,
|
2019
|
|
2018
|
|
||||
Net sales
|
100
|
%
|
|
100
|
%
|
|
6
|
%
|
Cost of sales
|
33
|
%
|
|
37
|
%
|
|
(4
|
)%
|
Gross profit
|
67
|
%
|
|
63
|
%
|
|
13
|
%
|
Selling, general and administrative expense
|
40
|
%
|
|
38
|
%
|
|
11
|
%
|
Research and development expense
|
3
|
%
|
|
3
|
%
|
|
11
|
%
|
Amortization of intangibles
|
6
|
%
|
|
6
|
%
|
|
2
|
%
|
Operating income
|
18
|
%
|
|
15
|
%
|
|
23
|
%
|
Three Months Ended January 31,
|
|
||||||||||||
($ in millions)
|
2019
|
|
2018
|
|
Increase
|
2019 vs 2018 % Change
|
|||||||
CooperVision
|
$
|
470.1
|
|
|
$
|
444.8
|
|
|
$
|
25.3
|
|
6
|
%
|
CooperSurgical
|
158.0
|
|
|
145.2
|
|
|
12.8
|
|
9
|
%
|
|||
Net sales
|
$
|
628.1
|
|
|
$
|
590.0
|
|
|
$
|
38.1
|
|
6
|
%
|
•
|
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.
|
Three Months Ended January 31,
|
|
|
|
|
|||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2019 vs 2018 % Change
|
|||||
Toric
|
|
$
|
146.0
|
|
|
$
|
137.8
|
|
|
6
|
%
|
Multifocal
|
|
49.1
|
|
|
46.9
|
|
|
5
|
%
|
||
Single-use spheres
|
|
132.1
|
|
|
116.3
|
|
|
14
|
%
|
||
Non single-use sphere, other
|
|
142.9
|
|
|
143.8
|
|
|
(1
|
)%
|
||
|
|
$
|
470.1
|
|
|
$
|
444.8
|
|
|
6
|
%
|
•
|
Toric and multifocal lenses grew primarily through the success of Biofinity, clariti and MyDay
|
•
|
Single-use sphere lenses growth was primarily attributed to clariti and MyDay lenses
|
•
|
Non-single-use spheres decline is primarily due to negative impact of foreign exchange rates offset by higher Biofinity sales.
|
•
|
"Other" products primarily include lens care which represent approximately 2% of net sales in first quarter of fiscal 2019 compared to 3% in prior year period
|
•
|
Increased sales of silicone hydrogel products were partially offset by lower sales of older hydrogel products. Total silicone hydrogel products grew 12% in first quarter of fiscal 2019, representing 71% of net sales compared to 67% in the prior year period.
|
•
|
Foreign exchange rates negatively impacted sales by $13.3 million in the first quarter of fiscal 2019, primarily attributable to the Euro and British Pound
|
•
|
Sales growth was primarily driven by increases in the volume of lenses sold. Average realized prices by product did not materially influence sales growth
|
Three Months Ended January 31,
|
|
|
|||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2019 vs 2018 % Change
|
|||||
Americas
|
|
$
|
176.0
|
|
|
$
|
169.1
|
|
|
4
|
%
|
EMEA
|
|
184.3
|
|
|
177.9
|
|
|
4
|
%
|
||
Asia Pacific
|
|
109.8
|
|
|
97.8
|
|
|
12
|
%
|
||
|
|
$
|
470.1
|
|
|
$
|
444.8
|
|
|
6
|
%
|
Three Months Ended January 31,
|
|
|
|||||||||
($ in millions)
|
|
2019
|
|
2018
|
|
2019 vs 2018 % Change
|
|||||
Office and surgical procedures
|
|
$
|
95.7
|
|
|
$
|
88.2
|
|
|
9
|
%
|
Fertility
|
|
$
|
62.3
|
|
|
$
|
57.0
|
|
|
9
|
%
|
|
|
$
|
158.0
|
|
|
$
|
145.2
|
|
|
9
|
%
|
•
|
Office and surgical procedures increased compared to prior year periods due to continued growth in PARAGARD and surgical products, primarily Uterine Manipulators and recently acquired products of Incisive Surgical.
|
•
|
Fertility net sales increased compared to the prior year periods, primarily due to increased sales of IVF consumables, IVF equipment and LifeGlobal products, partially offset by a decrease in diagnostics revenue
|
•
|
Unit growth and product mix positively impacted sales growth
|
Gross Profit Percentage of Net Sales
|
|
|
||||
Three Months Ended January 31,
|
2019
|
|
2018
|
|||
CooperVision
|
|
66
|
%
|
|
66
|
%
|
CooperSurgical
|
|
69
|
%
|
|
54
|
%
|
Consolidated
|
|
67
|
%
|
|
63
|
%
|
•
|
an increase in sales of higher margin products including Biofinity;
|
•
|
offset by the unfavorable impact to revenue from exchange rate fluctuations, primarily attributable to the Euro and British Pound; and product mix
|
•
|
an increase in sales of PARAGARD IUD product and inclusion of LifeGlobal products with higher gross margin;
|
•
|
partially offset by $4.2 million of acquisition, integration and manufacturing related costs.
|
•
|
First quarter of fiscal 2018 included $16.9 million of PARAGARD inventory step-up charges.
|
Three Months Ended January 31,
($ in millions) |
|
2019
|
|
% Net
Sales
|
|
2018
|
|
% Net
Sales
|
|
2019 vs 2018 % Change
|
|||||||
CooperVision
|
|
$
|
168.7
|
|
|
36
|
%
|
|
$
|
157.9
|
|
|
36
|
%
|
|
7
|
%
|
CooperSurgical
|
|
68.7
|
|
|
44
|
%
|
|
55.2
|
|
|
38
|
%
|
|
25
|
%
|
||
Corporate
|
|
12.6
|
|
|
—
|
|
|
12.8
|
|
|
-
|
|
|
(2
|
)%
|
||
|
|
$
|
250.0
|
|
|
40
|
%
|
|
$
|
225.9
|
|
|
38
|
%
|
|
11
|
%
|
Three Months Ended January 31,
($ in millions) |
|
2019
|
|
% Net
Sales |
|
2018
|
|
% Net
Sales |
|
2019 vs 2018
% Change |
|||||||
CooperVision
|
|
$
|
13.5
|
|
|
3
|
%
|
|
$
|
12.2
|
|
|
3
|
%
|
|
10
|
%
|
CooperSurgical
|
|
7.5
|
|
|
5
|
%
|
|
6.6
|
|
|
5
|
%
|
|
11
|
%
|
||
|
|
$
|
21.0
|
|
|
3
|
%
|
|
$
|
18.8
|
|
|
3
|
%
|
|
11
|
%
|
•
|
CooperVision's R&D increased mainly due to increased costs from acquisitions and clinical studies. As a percentage of sales, R&D expense remained flat. CooperVision's R&D activities are primarily focused on the development of contact lenses, manufacturing technology and process enhancements.
|
•
|
The increase in CooperSurgical's R&D were primarily due to acquisitions, increased investment and activities in developing new products and services and upgrades of existing products. As a percentage of sales, R&D expense remained flat. CooperSurgical's R&D activities include diagnostics, IVF product development and the design and upgrade of surgical procedure devices.
|
Three Months Ended January 31,
($ in millions) |
2019
|
|
% Net
Sales |
|
2018
|
|
% Net
Sales |
|
2019 vs 2018
% Change |
|||||||
CooperVision
|
$
|
10.5
|
|
|
2
|
%
|
|
$
|
10.5
|
|
|
2
|
%
|
|
—
|
%
|
CooperSurgical
|
26.1
|
|
|
17
|
%
|
|
25.5
|
|
|
18
|
%
|
|
3
|
%
|
||
|
$
|
36.6
|
|
|
6
|
%
|
|
$
|
36.0
|
|
|
6
|
%
|
|
2
|
%
|
Three Months Ended January 31,
($ in millions) |
|
2019
|
|
% Net
Sales |
|
2018
|
|
% Net
Sales |
|
2019 vs 2018
% Change |
|||||||
CooperVision
|
|
$
|
116.3
|
|
|
25
|
%
|
|
$
|
112.3
|
|
|
25
|
%
|
|
4
|
%
|
CooperSurgical
|
|
7.2
|
|
|
5
|
%
|
|
(9.3
|
)
|
|
(6
|
)%
|
|
177
|
%
|
||
Corporate
|
|
(12.6
|
)
|
|
—
|
|
|
(12.8
|
)
|
|
-
|
|
|
2
|
%
|
||
|
|
$
|
110.9
|
|
|
18
|
%
|
|
$
|
90.2
|
|
|
15
|
%
|
|
23
|
%
|
Three Months Ended January 31,
($ in millions) |
2019
|
|
% Net
Sales |
|
2018
|
|
% Net
Sales |
|
2019 vs 2018
% Change |
|||||||
Interest expense
|
$
|
18.2
|
|
|
3
|
%
|
|
$
|
18.4
|
|
|
3
|
%
|
|
(1
|
)%
|
Three Months Ended January 31,
|
|
|
||||||
($ in millions)
|
|
2019
|
|
2018
|
||||
Foreign exchange gain
|
|
$
|
0.5
|
|
|
$
|
3.1
|
|
Other Income (loss), net
|
|
0.6
|
|
|
(0.1
|
)
|
||
|
|
$
|
1.1
|
|
|
$
|
3.0
|
|
Three Months Ended January 31,
|
|
|
||||||
($ in millions)
|
|
2019
|
|
2018
|
||||
Selling, general and administrative expense
|
|
$
|
9.3
|
|
|
$
|
10.7
|
|
Cost of sales
|
|
1.5
|
|
|
1.3
|
|
||
Research and development expense
|
|
0.9
|
|
|
0.7
|
|
||
Total share-based compensation expense
|
|
$
|
11.7
|
|
|
$
|
12.7
|
|
Related income tax benefit
|
|
$
|
1.7
|
|
|
$
|
2.5
|
|
•
|
Operating cash flow was $101.8 million compared to $26.2 million in the prior year period
|
•
|
Expenditures for purchases of property, plant and equipment were $79.2 million compared to $51.4 million in the prior year period
|
•
|
Cash payments for acquisitions and others, of $50.0 million, compared to $1,193.2 million in the prior year period
|
($ in millions)
|
|
January 31, 2019
|
|
October 31, 2018
|
||||
Cash and cash equivalents
|
|
$
|
146.6
|
|
|
$
|
77.7
|
|
Total assets
|
|
$
|
6,298.6
|
|
|
$
|
6,112.8
|
|
Working capital
|
|
$
|
254.4
|
|
|
$
|
554.4
|
|
Total debt
|
|
$
|
2,132.4
|
|
|
$
|
2,022.8
|
|
Stockholders' equity
|
|
$
|
3,425.5
|
|
|
$
|
3,307.8
|
|
Ratio of debt to equity
|
|
0.62:1
|
|
|
0.61:1
|
|
||
Debt as a percentage of total capitalization
|
|
38
|
%
|
|
38
|
%
|
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
|
||||||
11/1/18 - 11/30/18
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
563,500,000
|
|
12/1/18 - 12/31/18
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
563,500,000
|
|
01/1/19 - 01/31/19
|
|
24,500
|
|
|
$
|
248.70
|
|
|
24,500
|
|
|
$
|
557,400,000
|
|
Total
|
|
24,500
|
|
|
$
|
248.70
|
|
|
24,500
|
|
|
|
Exhibit
Number
|
Description
|
|
|
10.1
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
|
|
|
101.1
|
The following materials from the Company's Quarterly Report on Form 10-Q for the three months period ended January 31, 2019, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Income for the three months ended January 31, 2019 and 2018, (ii) Consolidated Statements of Comprehensive Income (Loss) for the three months ended January 31, 2019 and 2018, (iii) Consolidated Condensed Balance Sheets at January 31, 2019 and October 31, 2018, (iv) Consolidated Condensed Statements of Cash Flows for the three months ended January 31, 2019 and 2018 and (v) related notes to consolidated condensed financial statements.
|
|
The Cooper Companies, Inc.
|
|
(Registrant)
|
|
|
Date: March 6, 2019
|
/s/ Brian G. Andrews
|
|
Brian G. Andrews
|
|
Senior Vice President, Chief Financial Officer & Treasurer
(Principal Financial Officer)
|
|
|
|
|
|
|
Date: March 6, 2019
|
/s/ Agostino Ricupati
|
|
Agostino Ricupati
|
|
Chief Accounting Officer & Senior Vice President, Finance & Tax (Principal Accounting Officer)
|
|
(A)
|
immediately prior to and after giving effect to such designation, no Default shall have occurred and be continuing;
|
(B)
|
in the case of Cooper Netherlands and Cooper Costa Rica, each Existing Borrower and each such Additional Revolving Borrower shall have executed Amendment No. 1 and in the case of any Additional Revolving Borrower becoming a party hereto after the Amendment No. 1 Effective Date, the Administrative Agent shall have received an Additional Revolving Borrower Joinder Agreement, duly completed and executed by the Company, such Additional Revolving Borrower and the Administrative Agent;
|
(D)
|
the Administrative Agent shall have received a certificate of an Authorized Officer of the Company to the effect that the conditions to such designation set forth in this Section 2.21 shall be satisfied;
|
(E)
|
the Administrative Agent shall have received such proof of corporate or other action, incumbency of officers, legal opinion and other documents as are consistent with those delivered by the Borrowers pursuant to Section 4.01 on the Closing Date as the Administrative Agent shall reasonably request, all in form, content and scope substantially consistent with those delivered by the Borrowers on the Closing Date; and
|
(F)
|
to the extent requested by the Administrative Agent or any Lender at least three (3) Business Days in advance of the effectiveness of such designation, the Administrative Agent or such Lender shall have received all documentation and other information with respect to such Subsidiary required by regulatory authorities under applicable Sanctions Laws and Regulations or the Beneficial Ownership Regulation.
|
|
|
THE COOPER COMPANIES, INC., as an Existing Borrower
By:___________ /s/ Randal L. Golden _____________
Name: Randal L. Golden
Title: Vice President, General Counsel & Secretary
COOPERVISION INTERNATIONAL HOLDING COMPANY, LP, as an Existing Borrower
By: COOPER HOLDING COMPANY LLC
as General Partner
By:___________ /s/ Randal L. Golden ____________
Name: Randal L. Golden
Title: Manager
COOPERSURGICAL NETHERLANDS B.V., as an Additional Revolving Borrower
By:___________ /s/ Randal L. Golden _____________
Name: Randal L. Golden
Title: Managing Director B
COOPERVISION MANUFACTURING COSTA RICA, S.R.L., as an Additional Revolving Borrower
By:___________ /s/ Randal L. Golden _____________
Name: Randal L. Golden
Title: Manager
|
|
|
|
|
THE COOPER COMPANIES, INC., as an Existing Borrower
By:______________________________________
Name: Randal L. Golden
Title: Vice President, General Counsel & Secretary
COOPERVISION INTERNATIONAL HOLDING COMPANY, LP, as an Existing Borrower
By: COOPER HOLDING COMPANY LLC
as General Partner
By:______________________________________
Name: Randal L. Golden
Title: Manager
COOPERSURGICAL NETHERLANDS B.V., as an Additional Revolving Borrower
By:_____/s/ E.J.F. Langemeijer__/s/ AMC van Zuilen
Name: E.J.F. Langemeijer AMC van Zuilen
Title: Director A
COOPERVISION MANUFACTURING COSTA RICA, S.R.L., as an Additional Revolving Borrower
By:______________________________________
Name: Randal L. Golden
Title: Manager
|
|
|
|
|
|
|
|
KEYBANK NATIONAL ASSOCIATION,
as the Administrative Agent and a Lender
By:_____/s/ Marianne T. Meil ________________
Name: Marianne T. Meil
Title: Senior Vice President
|
Name of Institution:
|
Bank of America, N.A.
By: :_______
/s/ Sebastian Lurie
___________
Name: Sebastian Lurie
Title: SVP
|
Name of Institution:
|
Bank of the West
By: :_______
/s/ Adriana Collins
___________
Name: Adriana Collins
Title: Director
|
Name of Institution:
|
Branch Banking and Trust Company,
By:_______
/s/ Erron Powers
___________
Name: Erron Powers
Title: Senior Vice President
|
Name of Institution:
|
CITIBANK, N.A.
By:_______
/s/ Eugene Yermash
___________
Name: Eugene Yermash
Title: Vice President
|
|
|
Name of Institution:
|
Citizens Bank, N.A.
By:_______
/s/ Mark Guyeski
___________
Name: Mark Guyeski
Title: Vice President
|
Name of Institution:
|
DNB Capital LLC
By:
/s/ Kristie Li /s/ Kristi Birkeland Sorensen
Name: Kristie Li Kristi Birkeland Sorensen
Title: Senior Vice Senior Vice
President President Head of Corporate Banking |
|
|
Name of Institution:
|
JPMorgan Chase, N.A.
By:_______
/s/ Lynn Braun
__________
Name: Lynn Braun
Title: Executive Director
|
Name of Institution:
|
KBC Bank N.V., New York Branch
By:_______
/s/ Nicholas Fiore
___________
Name: Nicholas Fiore
Title: Director
By:_______
/s/ Susan M. Silver
___________
Name: Susan M. Silver
Title: Managing Director
|
Name of Institution:
|
Lloyds Bank Corporate Markets plc
By:
/s/ Enn Walsh
Name: Enn Walsh
Title: Assistant Vice President
Transaction Execution
Category A
W004
By:
/s/ Daven Popat
Name: Daven Popat
Title: Senior Vice President
Transaction Execution
Category A
P003
|
|
|
Name of Institution:
|
MUFG Union Bank, N.A.
By:_______
/s/ Kenneth J. Beck
__________
Name: Kenneth J. Beck
Title: Director
|
Name of Institution:
|
PNC Bank, National Association
By:_______
/s/ Jennifer L. Shafer
__________
Name: Jennifer L. Shafer
Title: Vice President
|
Name of Institution:
|
REGIONS BANK
By:_______
/s/ Ned Spitzer
___________
Name: Ned Spitzer
Title: Managing Director
|
Name of Institution:
|
TD Bank, N.A.
By:_______
/s/ Shreya Shah
___________
Name: Shreya Shah
Title: Senior Vice President
|
|
|
Name of Institution:
|
U.S. BANK NATIONAL ASSOCIATION
By:_______
/s/ Tom Priedman
___________
Name: Tom Priedman
Title: Vice President
|
Name of Institution:
|
Wells Fargo Bank, National Association
By:_______
/s/ Andrea S Chen
__________
Name: Andrea S Chen
Title: Managing Director
|
Date: March 6, 2019
|
|
|
|
/s/ Albert G. White III
|
|
|
Albert G. White III
|
|
|
President and Chief Executive Officer
|
|
Date: March 6, 2019
|
|
|
|
/s/ Brian G. Andrews
|
|
|
Brian G. Andrews
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
•
|
the Quarterly Report on Form 10-Q of The Cooper Companies, Inc. (the "Company") for the quarterly period ended January 31, 2019, 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
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 6, 2019
|
/s/ Albert G. White III
|
|
Albert G. White III
|
|
President and Chief Executive Officer
|
•
|
the Quarterly Report on Form 10-Q of The Cooper Companies, Inc. (the "Company") for the quarterly period ended January 31, 2019, 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
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 6, 2019
|
/s/ Brian G. Andrews
|
|
Brian G. Andrews
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|