(a) 1. Financial Statements
The following financial statements are filed as a part of this report:
Report of KPMG LLP, Independent Registered Public Accounting Firm
Consolidated Financial Statements:
Statements of Income for the years ended October 31, 2018, 2017 and 2016
Statements of Comprehensive Income for the years ended October 31, 2018, 2017 and 2016
Balance Sheets as of October 31, 2018 and 2017
Statements of Stockholders' Equity for the years ended October 31, 2018, 2017 and 2016
Statements of Cash Flows for the years ended October 31, 2018, 2017 and 2016
Notes to Consolidated Financial Statements
- Financial Statement Schedules of the Company.
Schedule Number Description
Schedule II Valuation and Qualifying Accounts
(b) Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed as part of this report.
All other schedules which are included in the applicable accounting regulations of the Securities and Exchange Commission are not required here because they are not applicable.
Schedule II
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Three Years Ended October 31, 2018
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| (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, 2018 | $ | 10.8 | | | $ | 11.5 | | | $ | (3.3 | ) | | $ | 19.0 | |
| Year Ended October 31, 2017 | $ | 8.5 | | | $ | 2.6 | | | $ | (0.3 | ) | | $ | 10.8 | |
| Year Ended October 31, 2016 | $ | 6.0 | | | $ | 2.5 | | | $ | — | | | $ | 8.5 | |
(1) Consists of additions representing allowances and recoveries, less deductions representing receivables written off as uncollectible.
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| (In millions) | Balance Beginning of Year | | | | Additions | | | | Reductions/ Charges (2) | | | | Balance at End of Year | | |
| Income tax valuation allowance: | | | | | | | | | | | | | | | |
| Year Ended October 31, 2018 | $ | 59.1 | | | $ | 2.8 | | | $ | (22.8 | ) | | $ | 39.1 | |
| Year Ended October 31, 2017 | $ | 13.3 | | | $ | 45.9 | | | $ | (0.1 | ) | | $ | 59.1 | |
| Year Ended October 31, 2016 | $ | 13.4 | | | $ | — | | | $ | (0.1 | ) | | $ | 13.3 | |
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| (2) | Reductions includes $16.5 million of valuation allowance from prior years as a result of the sale of investment in research and development credits. |
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
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| Exhibit Number | Description of Document |
| 2.1 | Asset Purchase Agreement, dated as of September 11, 2017, by and between CooperSurgical, Inc. and Teva Pharmaceutical Industries Ltd., incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K dated September 12, 2017 |
| 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 12, 2018, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated December 18, 2018 |
| 10.1(P)# | 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, 2008 |
| 10.6# | Change in Control Agreement dated as of October 22, 2013, by and between The Cooper Companies, Inc. and Agostino Ricupati. |
| 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 1, 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., incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2016 |
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
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| Exhibit Number | Description of Document |
| 10.12# | Amendment No. 5 to the Second Amended and Restated 2006 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc. |
| 10.13# | 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 |
| 10.14# | Form of Restricted Stock Unit Agreement Pursuant to The Cooper Companies, Inc. Second Amended and Restated 2006 Long Term Incentive Plan for Non-Employee Directors, incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2016 |
| 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 12, 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 12, 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 12, 2005 |
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
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| Exhibit Number | Description of Document |
| 10.25 | 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 |
| 10.26 | Loan Agreement, dated as of November 1, 2017, among The Cooper Companies, Inc., the lenders party thereto, and DNB Bank ASA, New York Branch, as administrative agent, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed November 1, 2017 |
| 10.27 | Loan Agreement, dated as of November 1, 2018, among The Cooper Companies, Inc., the lenders party thereto, and PNC Bank, National Association, as administrative agent, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed November 1, 2018 |
| 10.28# | The Cooper Companies, Inc. 2019 Incentive Payment Plan, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed December 18, 2018 |
| 10.29# | The Cooper Companies, Inc. 2017 Executive Incentive Plan, incorporated by reference to the Company's Proxy Statement filed January 27, 2017 |
| 10.30# | Separation Agreement and Mutual General Release entered into by and between The Cooper Companies, Inc. and Carol R. Kaufman as of April 18, 2018, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed June 8, 2018 |
| 11(b) | Calculation of earnings per share |
| 21 | Subsidiaries |
| 23 | Consent of Independent Registered Public Accounting Firm |
| 24 | Power of Attorney (included on signature page hereto) |
| 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, 2018, formatted in Extensible Business Reporting Language (XBRL); (i) Consolidated Statements of Income for the years ended October 31, 2018, 2017 and 2016, (ii) Consolidated Statements of Comprehensive Income for the years ended October 31, 2018, 2017 and 2016, (iii) Consolidated Balance Sheets at October 31, 2018 and 2017, (iv) Consolidated Statements of Stockholders' Equity for the years ended October 31, 2018, 2017 and 2016, (v) Consolidated Statements of Cash Flows for the years ended October 31, 2018, 2017 and 2016, (vi) related notes to consolidated financial statements and (vii) Schedule II Valuation and Qualifying Accounts |
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
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| (a) | The agreement received confidential treatment from the Securities and Exchange Commission with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Commission. |
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| (b) | The information required in this exhibit is provided in See Note 6. Earnings Per Share of the Consolidated Financial Statements for additional information. |
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| # | Indicates management contract or compensatory plan. |
- The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the SEC and are not to be incorporated by reference into any filing of The Cooper Companies, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
(P) This Exhibit has been paper filed and is not subject to Item 601 of Reg S-K for hyperlinks.
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
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