Item 8. Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm

The Stockholders and Board of Directors

The Cooper Companies, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of The Cooper Companies, Inc. and subsidiaries (the Company) as of October 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended October 31, 2018, and the related notes and financial statement Schedule II (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of October 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three-year period ended October 31, 2018, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting appearing under item 9A. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

We have served as the Company’s auditor since 1982.

San Francisco, California

December 21, 2018

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Statements of Income

Years Ended October 31, (In millions, except for earnings per share)	2018				2017				2016
Net sales	$	2,532.8			$	2,139.0			$	1,966.8
Cost of sales	900.5				773.2				793.7
Gross profit	1,632.3				1,365.8				1,173.1
Selling, general and administrative expense	973.3				799.1				722.8
Research and development expense	84.8				69.2				65.4
Amortization of intangibles	146.7				68.4				60.8
Impairment of intangibles	24.4				—				—
Operating income	403.1				429.1				324.1
Interest expense	82.7				33.4				26.2
Other (income) expense, net	(11.5		)		1.7				2.3
Income before income taxes	331.9				394.0				295.6
Provision for income taxes	192.0				21.1				20.7
Net income	139.9				372.9				274.9
Less: net income attributable to noncontrolling interests	—				—				1.0
Net income attributable to Cooper stockholders	$	139.9			$	372.9			$	273.9
Earnings per share - basic	$	2.85			$	7.63			$	5.65
Earnings per share - diluted	$	2.81			$	7.52			$	5.59
Number of shares used to compute earnings per share:
Basic	49.1				48.9				48.5
Diluted	49.7				49.6				49.0

See accompanying notes to consolidated financial statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

Years Ended October 31, (In millions)	2018				2017				2016
Net income	$	139.9			$	372.9			$	274.9
Other comprehensive (loss) income:
Foreign currency translation adjustment	(58.5		)		107.7				(289.6		)
Change in minimum pension liability, net of tax provision (benefit) of $3.1, $4.2 and $(5.3), respectively	7.9				6.6				(8.4		)
Other comprehensive (loss) income	(50.6		)		114.3				(298.0		)
Comprehensive income (loss)	89.3				487.2				(23.1		)
Less: comprehensive income attributable to noncontrolling interests	—				—				0.9
Comprehensive income (loss) attributable to Cooper stockholders	$	89.3			$	487.2			$	(24.0	)

See accompanying notes to consolidated financial statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

October 31, (In millions)	2018				2017
ASSETS
Current assets:
Cash and cash equivalents	$	77.7			$	88.8
Trade accounts receivable, net of allowance for doubtful accounts of $19.0 at October 31, 2018 and $10.8 at October 31, 2017	374.7				316.6
Inventories	468.8				454.1
Prepaid expense and other current assets	169.7				93.7
Total current assets	1,090.9				953.2
Property, plant and equipment, at cost	1,930.3				1,757.5
Less: accumulated depreciation and amortization	954.3				847.4
	976.0				910.1
Goodwill	2,392.1				2,354.8
Other intangibles, net	1,521.3				504.7
Deferred tax assets	58.4				60.3
Other assets	74.1				75.6
	$	6,112.8			$	4,858.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	37.1			$	23.4
Accounts payable	146.4				142.1
Employee compensation and benefits	94.0				84.1
Other current liabilities	259.0				146.5
Total current liabilities	536.5				396.1
Long-term debt	1,985.7				1,149.3
Deferred tax liabilities	31.0				38.8
Long-term tax payable	141.5				—
Accrued pension liability and other	110.3				98.7
Total liabilities	2,805.0				1,682.9
Commitments and contingencies (see Note 11)
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 52.8 at October 31, 2018 and 52.4 at October 31, 2017	5.3				5.2
Additional paid-in capital	1,572.1				1,526.7
Accumulated other comprehensive loss	(430.7		)		(375.3		)
Retained earnings	2,576.0				2,434.2
Treasury stock at cost: 3.6 shares at October 31, 2018 and 3.6 shares at October 31, 2017	(415.1		)		(415.1		)
Total Cooper stockholders' equity	3,307.6				3,175.7
Noncontrolling interests	0.2				0.1
Stockholders’ equity	3,307.8				3,175.8
	$	6,112.8			$	4,858.7

See accompanying notes to consolidated financial statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity

	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 October 31, 2015	48.3			$	4.8			3.3			$	0.3			$	1,434.7			$	(191.6	)		$	1,775.3			$	(360.1	)		$	6.4			$	2,669.8
Net income attributable to Cooper stockholders	—			—				—		—	—				—				—				273.9				—				—				273.9
Other comprehensive loss, net of tax	—			—				—			—				—				(298.0		)		—				—				—				(298.0		)
Issuance of common stock for stock plans	0.5			0.1				—			—				7.1				—				—				—				—				7.2
Tax benefit from exercise of stock options	—			—				—			—				20.9				—				—				—				—				20.9
Dividends on common stock	—			—				—			—				—				—				(2.9		)		—				—				(2.9		)
Share-based compensation expense	—			—				—			—				29.9				—				—				—				—				29.9
Purchase of shares from noncontrolling interests	—			—				—			—				1.4				—				—				—				(3.6		)		(2.2		)
Distributions to noncontrolling interests	—			—				—			—				—				—				—				—				(0.7		)		(0.7		)
Noncontrolling interests	—			—				—			—				—				—				—				—				(2.0		)		(2.0		)
Balance at October 31, 2016	48.8			$	4.9			3.3			$	0.3			$	1,494.0			$	(489.6	)		$	2,046.3			$	(360.1	)		$	0.1			$	2,695.9
Net income attributable to Cooper stockholders	—			—				—			—				—				—				372.9				—				—				372.9
Other comprehensive income, net of tax	—			—				—			—				—				114.3				—				—				—				114.3
Issuance of common stock for stock plans	0.3			—				—			—				(5.3		)		—				—				—				—				(5.3		)
Treasury stock repurchase	(0.3	)		—				0.3			—				—				—				—				(55.0		)		—				(55.0		)
Dividends on common stock	—			—				—			—				—				—				(2.9		)		—				—				(2.9		)
Share-based compensation expense	—			—				—			—				38.2				—				—				—				—				38.2
ASU 2016-09 adoption	—			—				—			—				(0.2		)		—				17.9				—				—				17.7
Balance at October 31, 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 income attributable to Cooper stockholders	—			—				—			—				—				—				139.9				—				—				139.9
Other comprehensive loss, net of tax	—			—				—			—				—				(50.6		)		—				—				—				(50.6		)
Issuance of common stock for stock plans	0.4			0.1				—			—				1.7				—				—				—				—				1.8
Dividends on common stock	—			—				—			—				—				—				(2.9		)		—				—				(2.9		)
Share-based compensation expense	—			—				—			—				43.7				—				—				—				—				43.7
ASU 2018-02 adoption	—			—				—			—				—				(4.8		)		4.8				—				—				—
Noncontrolling interests	—			—				—			—				—				—				—				—				0.1				0.1
Balance at October 31, 2018	49.2			$	5.0			3.6			$	0.3			$	1,572.1			$	(430.7	)		$	2,576.0			$	(415.1	)		$	0.2			$	3,307.8

See accompanying notes to consolidated financial statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years Ended October 31, (In millions)	2018				2017					2016
Cash flows from operating activities:
Net income	$	139.9			$	372.9				$	274.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	275.1				188.4					198.3
Impairment of intangibles	24.4				—					—
Share-based compensation expense	43.2				37.2					29.9
Inventory step-up release	50.5				—					—
Loss on disposal of property, plant and equipment	5.1				6.1					30.6
Deferred income taxes	2.9				(7.1		)			(10.7		)
Excess tax benefit from share-based compensation awards (1)	—				—					(19.8		)
Provision for doubtful accounts	8.2				2.3					2.6
Change in assets and liabilities:
Accounts receivable	(59.5		)		(25.1		)			1.6
Inventories	(5.0		)		(30.9		)			12.2
Other assets	(64.9		)		(13.8		)			(5.2		)
Accounts payable	2.9				25.0					(10.5		)
Accrued liabilities	81.2				18.9					9.1
Accrued income taxes	4.4				9.9					(8.9		)
Other long-term liabilities	160.5				9.8					5.5
Cash provided by operating activities	668.9				593.6					509.6
Cash flows from investing activities:
Purchases of property, plant and equipment	(193.6		)		(127.2		)	—		(152.6		)
Acquisitions of assets and businesses, net of cash acquired, and other	(1,323.9		)		(254.1		)	—		(266.1		)
Cash used in investing activities	(1,517.5		)		(381.3		)			(418.7		)
Cash flows from financing activities:
Proceeds from long-term debt	2,748.1				1,413.8					1,577.3
Repayments of long-term debt	(1,912.1		)		(1,364.6		)			(1,460.4		)
Net proceeds (repayments of) from short-term debt	13.6				(211.7		)			(131.9		)
Repurchase of common stock	—				(55.0		)			—
Proceeds related to share-based compensation awards	22.3				10.7			—		20.4
Payments related to share-based compensation awards	(20.5		)		(16.0		)			(13.2		)
Excess tax benefit from share-based compensation awards (1)	—				—					19.8
Purchase of Origio shares from noncontrolling interests	—				—					(2.2		)
Dividends on common stock	(2.9		)		(2.9		)			(2.9		)
Debt issuance costs	(3.9		)		—					(12.6		)
Distributions to noncontrolling interests	—				—					(0.7		)
Payment of contingent consideration	(0.2		)		(4.3		)			(0.5		)
Proceeds from construction allowance	—				2.1					5.5
Cash provided by (used in) financing activities	844.4				(227.9		)			(1.4		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(4.4		)		3.6					(5.1		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(8.6		)		(12.0		)			84.4
Cash, cash equivalents and restricted cash at beginning of year	88.8				100.8					16.4
Cash, cash equivalents and restricted cash at end of year	80.2				88.8					100.8
Supplemental disclosures of cash flow information:
Cash paid for:
Interest, net of amounts capitalized	$	82.1			$	31.3				$	23.7
Income taxes	$	18.8			$	15.6				$	29.4
Reconciliation of cash flow information:
Cash and cash equivalents	$	77.7			$	88.8				$	100.8
Restricted cash included in other current assets (2)	$	2.5			$	—				$	—
Total cash, cash equivalents, and restricted cash	$	80.2			$	88.8				$	100.8

(1) We adopted ASU 2016-09, Stock Compensation: Improvements to Employee Share-Based Payment Accounting in fiscal 2017. Excess tax benefits have been classified as operating activity on a prospective basis from fiscal 2017.

(2) We adopted ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. Amounts included in restricted cash represent those required to be set aside by a financial arrangement. See Note 1. Accounting Policies for additional information

See accompanying notes to consolidated financial statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1. Accounting Policies

General

The Cooper Companies, Inc. (Cooper, we or the Company) is a global medical device company publicly traded on the NYSE Euronext (NYSE:COO). Cooper is dedicated to being A Quality of Life CompanyTM with a focus on delivering shareholder value. Cooper operates through our business units, CooperVision and CooperSurgical.

•	CooperVision primarily develops, manufactures and markets a broad range of soft contact lenses for the worldwide vision correction market.

•	CooperSurgical primarily develops, manufactures, markets medical devices and procedures solutions, and provides services to improve health care delivery to women, babies and families.

Significant Accounting Policies

Management's significant accounting policies include estimates and judgments which are an integral part of financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP). We believe that the accounting policies described in this section address the more significant policies utilized by management when preparing our consolidated financial statements in accordance with GAAP. We believe that the accounting policies and estimates employed are appropriate and resulting balances are reasonable; however, actual results could differ from the original estimates, requiring adjustment to these balances in future periods. The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most important to aid in fully understanding and evaluating our reported financial results are:

•

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 office and surgical products, fertility and diagnostic products and services, this 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, chargebacks, 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 net realizable value, 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.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

•

Valuation of goodwill - We 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 2018, and our analysis indicated that we had no impairment of goodwill. We performed our annual impairment test in our fiscal third quarter of 2017 and concluded that we had no impairment of goodwill in that year.

Goodwill impairment analysis and measurement is a process that requires significant judgment. If our common stock price trades below book value per share, there are changes in market conditions or a future downturn in our business, or a future annual goodwill impairment test indicates an impairment of our goodwill, we may have to recognize a non-cash impairment of our goodwill that could be material, and could adversely affect our results of operations in the period recognized and also adversely affect our total assets, stockholders' equity and financial condition.

We test goodwill impairment in accordance with ASU 2017-04, Intangibles - Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment. We perform a qualitative assessment to test each reporting unit's goodwill for impairment. Qualitative factors considered in this assessment include industry and market considerations, overall financial performance and other relevant events and factors affecting each reporting unit. Based on our qualitative assessment, if we determine that the fair value of a reporting unit is more likely than not to be less than its carrying amount, the fair value of a reporting unit will be compared with its carrying amount and an impairment charge will be recognized for the carrying amount which exceeds the reporting unit's fair value. A reporting unit is the level of reporting at which goodwill is tested for impairment. Our reporting units are the same as our business segments - CooperVision and CooperSurgical - reflecting the way that we manage our business.

•

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. Key assumptions routinely utilized in allocation of purchase price to intangible assets include projected financial information such as revenue projections for companies acquired. 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 carry forwards. 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.

As part of the process of preparing our consolidated financial statements, we must estimate our income tax expense for each of the jurisdictions in which we operate. This process requires significant management judgments and involves estimating our current tax exposures in each jurisdiction including the impact, if any, of additional taxes resulting from tax examinations as well as judging the recoverability of deferred tax assets. To the extent recovery of deferred tax assets is not likely based on

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

our estimation of future taxable income in each jurisdiction, a valuation allowance is established. Tax exposures can involve complex issues and may require an extended period to resolve. Frequent changes in tax laws in each jurisdiction complicate future estimates. To determine the tax rate, we use the full-year income and the related income tax expense in each jurisdiction. We update the estimated effective tax rate for the effect of significant unusual items as they are identified. Changes in the geographic mix or estimated level of annual pre-tax income can affect the overall effective tax rate, and such changes could be material.

Regarding accounting for uncertainty in income taxes, we recognize the benefit from a tax position only if it is more likely than not that the position would be sustained upon audit based solely on the technical merits of the tax position. We classify interest and penalties related to uncertain tax positions as additional income tax expense.

•

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.

The expected life of the share-based awards is based on the observed and expected time to post-vesting forfeiture and/or exercise. Groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. In determining the expected volatility, management considers implied volatility from publicly-traded options on Cooper's common stock at the date of grant, historical volatility and other factors. The risk-free interest rate is based on the continuous rates provided by the United States Treasury with a term equal to the expected life of the award. The dividend yield is based on the projected annual dividend payment per share, divided by the stock price at the date of grant.

As share-based compensation expense recognized in our Consolidated Statement of Income is based on awards ultimately expected to vest, the amount of expense has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant, based on historical experience, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

If factors change and we employ different assumptions in the application of the fair value recognition provisions, the compensation expense that we record in future periods may differ significantly from what we have recorded in the current period.

Accounting Pronouncements Recently Adopted

In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans. The new guidance modifies the disclosure requirements for employers that sponsor defined benefit pension or other post retirement plans, including removing certain previous disclosure requirements, adding certain new disclosure requirements, and clarifying certain other disclosure requirements. Early adoption is permitted. The Company adopted this guidance and disclosure requirements during fourth quarter of fiscal 2018. See Note 9. Employee Benefits for additional information.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The guidance modifies disclosure requirements for fair value measurements under ASC 820. The ASU will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

permitted. The Company adopted this guidance during fourth quarter of fiscal 2018, and it did not have an impact on the Company's disclosure.

In January 2018, the Company adopted ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118, which updates the income tax accounting in U.S. generally accepted accounting principles (GAAP) to reflect the SEC interpretive guidance released on December 22, 2017, when the 2017 Act was signed into law. Additional information regarding the adoption of this standard is contained in Note 5. Income Taxes.

In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220), which allows a reclassification from accumulated other comprehensive income (loss) to retained earnings (accumulated deficit) for stranded tax effects resulting from the 2017 Act and requires certain disclosures regarding stranded tax effects in accumulated other comprehensive income (loss). This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted during interim or annual periods. The Company elected to early adopt the ASU 2018-02 in the fourth quarter of fiscal 2018, which resulted in the reclassification of $4.8 million from accumulated other comprehensive income to retained earnings.

In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting. ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Entities will apply the modification accounting guidance if the value, vesting conditions or classification of the award changes. The update did not change the accounting for modifications. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. Early adoption is permitted. The Company adopted this guidance during third quarter of fiscal 2018, and it did not have a material impact on the Company's reported financial results.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. ASU 2016-18 provides guidance on the classification and presentation of changes in restricted cash and cash equivalents in the statement of cash flows. The Company has elected to early adopt ASU 2016-18 in the fourth quarter of fiscal 2018 and updated the Consolidated Statements of Cash Flows to incorporate restricted cash included in other current assets. The adoption has no significant impact on the Company's Consolidated Statements of Cash Flows.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flow (Topic 230). The guidance reduces diversity in how certain cash receipts and cash payments are presented and classified in the Statements of Cash Flows. The guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The guidance is effective for annual periods beginning after December 15, 2017, and is applicable to the Company in fiscal 2019. Early adoption is permitted. The Company adopted this guidance during third quarter of fiscal 2018, and it did not have a material impact on the Company's reported financial results.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. Under current guidance, an entity subsequently measures inventory at the lower of cost or market, with market defined as replacement cost, net realizable value (NRV), or NRV less a normal profit margin. An entity uses current replacement cost provided that it is not above NRV (i.e., the ceiling) or below NRV less an approximately normal profit margin (i.e., the floor). ASU 2015-11 eliminates this analysis and requires entities to measure inventory “at the lower of cost and NRV.” ASU 2015-11 is effective prospectively for annual periods beginning after December 15, 2016, and interim periods therein. The Company adopted this guidance on November 1, 2017, and it did not have a material impact on the Company's reported financial results.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Accounting Pronouncements Issued Not Yet Adopted

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other - Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This guidance requires companies to apply the internal-use software guidance in ASC 350-40 to implementation costs incurred in a hosting arrangement that is a service contract to determine whether to capitalize certain implementation costs or expense them as incurred. We are currently evaluating the impact of ASU 2018-15 which is effective for the Company in our fiscal year and interim periods beginning on November 1, 2020.

In March 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The ASU requires an entity to disaggregate the service cost component from the other components of net benefit cost. The service cost component is presented in the same line items as other compensation costs arising from services rendered by the pertinent employees during the period and the other components of net benefit costs are presented separately as other income/expense below income from operations. ASU 2017-07 is effective for the Company in fiscal year and interim periods beginning on November 1, 2019, and is not expected to have a significant impact on the Company's consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which requires entities to recognize the income tax consequences on an intra-entity transfer of an asset other than inventory when the transfer occurs. The ASU changes the timing of the recognition of the income tax consequences of non-inventory transfers which under current guidance defers the income tax consequences until the asset is sold to an outside party or otherwise recognized. The guidance for the amendments of ASU 2016-16 requires companies to apply a modified retrospective approach with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. The Company will adopt ASU 2016-16 in the first quarter of fiscal 2019 on a modified retrospective basis. The Company will record the cumulative effect of the change as a decrease to retained earnings of approximately $23.0 million, with a corresponding decrease to prepaid tax. The cumulative effect adjustment represents the recognition of unrecognized income tax effects from intra-entity transfers of assets other than inventory that occurred prior to the date of adoption.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use (ROU) asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11, Leases Topic 842 Target improvements, which provides an additional (and optional) transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. This standard is effective for the Company in our fiscal year and interim periods beginning on November 1, 2019.

We anticipate this standard to have a material impact on our Consolidated Balance Sheets and related disclosures due to the recognition of ROU assets and lease liabilities for operating leases. However, we do not expect adoption to have a material impact on our Consolidated Income Statements. We are continuing to assess and evaluate the potential impacts of the standard as well the election of transition method and certain practical expedients available within the ASU. We are in the process of documenting and analyzing our lease contracts, assessment of business processes and controls, selecting a system solution and completing our analysis of information necessary to determine the impact to the consolidated financial statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 sets forth a new revenue recognition model that requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. The amendments in the ASU can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the update recognized at the date of the initial application along with additional disclosures. We will adopt ASU 2014-09 and its related additional disclosures in our fiscal year and interim periods beginning on November 1, 2018 and we will apply the modified retrospective transition method. The adoption of this standard will not have a material impact on the Company's consolidated financial statements.

Accounts Receivable Factoring Program

We may factor certain designated trade receivables with one or more third party financial institutions pursuant to a factoring agreement. These are non-recourse factoring arrangements to assist us in managing operating cash flow and meet the requirements to be accounted for as sales in accordance with the “Transfers and Servicing” guidance in ASC 860, where the Company’s continuing involvement subsequent to the transfer is limited to providing certain servicing and collection actions on behalf of the purchasers of the designated trade receivables. Proceeds from amounts factored by the Company are recorded as an increase to cash and a reduction to accounts receivable outstanding in the Company's Consolidated Balance Sheets. Cash flows attributable to factoring are reflected as cash flows from operating activities in the Company’s Consolidated Statements of Cash Flows. Factoring fees associated with the sale of factored receivables for the year ended October 31, 2018 were $1.0 million and were minimal for the year ended October 31, 2017.

Consolidation

The financial statements in this report include the accounts of all of Cooper's consolidated entities. All significant intercompany transactions and balances are eliminated in consolidation.

Foreign Currency Translation

Most of our operations outside the United States use their local currency as their functional currency. We translate these assets and liabilities into United States dollars at year-end exchange rates. We translate income and expense accounts at average rates for each month. We record gains and losses from the translation of financial statements in foreign currencies into United States dollars in other comprehensive income. We record gains and losses from changes in exchange rates on transactions denominated in currencies other than each reporting location's functional currency in net income for each period. We recorded in other expense and income a net foreign exchange loss of $3.4 million for fiscal 2018, $1.4 million for fiscal 2017 and $1.6 million for fiscal 2016.

Litigation

We are subject to various legal proceedings, claims, litigation, investigations and contingencies arising out of the ordinary course of business. If we believe the likelihood of an adverse legal outcome is probable and the amount is estimable, we accrue a liability in accordance with accounting guidance for contingencies. We consult with legal counsel on matters related to litigation and seek input both within and outside the Company.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Long-lived Assets

We review long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset group are compared to the asset group's carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value. If management has committed to a plan to dispose of long-lived assets, the assets to be disposed of are reported at the lower of carrying amount or fair value less estimated costs to sell.

CooperVision provides optometric practices with in-office lenses used in marketing programs to facilitate efficient and convenient fitting of contact lenses by practitioners. Such lens fitting sets generally consist of a physical binder or rack to store contact lenses and an array of lenses. We record the costs associated with the original fitting set to other long-term assets on our Consolidated Balance Sheet. We amortize such costs over their estimated useful lives to selling, general and administrative expense on our Consolidated Statements of Income. We also expense the cost for lenses provided to practitioners as replenishment for fitting sets in the period shipped to selling, general and administrative expense on our Consolidated Statements of Income.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments purchased with maturities of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value.

Inventories

October 31, (In millions)	2018				2017
Raw materials	$	112.5			$	107.0
Work-in-process	12.6				13.3
Finished goods	343.7				333.8
	$	468.8			$	454.1

Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost that approximates actual cost, on a first-in, first-out basis.

Property, Plant and Equipment

October 31, (In millions)	2018				2017
Land and improvements	$	18.3			$	17.7
Buildings and improvements	305.0				279.2
Machinery and equipment	1,420.7				1,270.5
Construction in progress	186.3				190.1
Property, plant and equipment, at cost	$	1,930.3			$	1,757.5
Less: Accumulated depreciation	954.3				847.4
	$	976.0			$	910.1

Property, plant and equipment are stated at cost. We compute depreciation using the straight-line method in amounts sufficient to write off depreciable assets over their estimated useful lives. We amortize leasehold

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

improvements over their estimated useful lives or the period of the related lease, whichever is shorter. We depreciate buildings over 30 to 40 years and machinery and equipment over 3 to 15 years.

We expense costs for maintenance and repairs and capitalize major replacements, renewals and betterments. We eliminate the cost and accumulated depreciation of depreciable assets retired or otherwise disposed of from the asset and accumulated depreciation accounts and reflect any gains or losses in operations for the period. We had capitalized interest included in construction in progress of $3.9 million and $5.2 million for the years ended October 31, 2018 and 2017, respectively.

Earnings Per Share

We determine basic earnings per share (EPS) by using the weighted average number of shares outstanding. We determine diluted EPS by increasing the weighted average number of shares outstanding in the denominator by the number of outstanding dilutive equity awards using the treasury stock method.

Treasury Stock

We record treasury stock purchases under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. At October 31, 2018 and 2017, the number of shares in treasury was approximately 3.6 million and 3.6 million, respectively. No shares were repurchased during the year ended October 31, 2018 and 257,500 shares were purchased during the year ended October 31, 2017. See Note 7. Stockholders' Equity for additional information on the share repurchase program.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 2. Acquisitions

The following is a summary of the allocation of the total purchase consideration for acquisitions that the Company completed during the fiscal periods 2018, 2017 and 2016:

(In millions)	2018				2017				2016
Technology	$	—			$	71.7			$	32.9
Customer relationships	23.5				43.1				47.3
Trademarks	100.0				7.1				13.7
Composite intangible asset	1,061.9				—				—
Other	4.2				—				0.1
Total identifiable intangible assets	$	1,189.6			$	121.9			$	94.0
Goodwill	70.6				123.1				164.7
Net tangible assets (liabilities)	59.6				(4.8		)		(0.9		)
Total purchase price	$	1,319.8			$	240.2			$	257.8

All the acquisitions were paid in cash and funded by our debt borrowings.

For asset acquisitions, we recorded the tangible and intangible assets acquired and liabilities assumed at their estimated relative fair values as of the applicable date of acquisition. For business acquisitions, we recorded the tangible and intangible assets acquired and liabilities assumed at their fair values as of the applicable date of acquisition with the excess of purchase price recorded as goodwill.

We believe these acquisitions strengthen CooperSurgical's and CooperVision's businesses through the addition of new or complementary products and services.

Fiscal Year 2018

PARAGARD

On November 1, 2017, CooperSurgical acquired the assets of the PARAGARD Intrauterine Device (IUD) business (PARAGARD) from Teva Pharmaceuticals Industries Limited for $1.1 billion.

This asset acquisition broadens and strengthens CooperSurgical's current product portfolio. PARAGARD® is the only hormone-free, long lasting, reversible contraceptive approved by the United States Food and Drug Administration (FDA) available in the United States.

The Company has accounted for the acquisition of PARAGARD as a purchase of assets in accordance with ASC Topic 805, Business Combinations, and ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, whereby the Company recognized assets acquired based on their estimated relative fair values on the acquisition date. Due to the required screening test, the acquisition does not meet the definition of a business as substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset. The Company retained independent appraisers to advise management in the determination of the relative fair value of the various assets acquired and liabilities assumed. The values assigned in these financial statements represent management’s best estimate of relative fair values as of the acquisition date.

The following table summarizes the relative fair values of net assets acquired and liabilities assumed using the cost accumulation and allocation model:

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(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

The Company proportionally allocated the acquisition costs to the net assets acquired. The acquisition-related costs included advisory, legal, valuation and other professional fees.

(1) Composite Intangible asset consists of technology, trade name, New Drug Application (NDA) approval and physician relationships, which have been valued as a single composite intangible asset as they are inextricably linked. The composite asset was identified as the primary asset acquired, was valued using the Multi-Period Excess Earnings Method and will be amortized over 15 years

(2) An assembled workforce was recognized as a separate acquired intangible asset, given the purchase of assets and will be amortized over 5 years.

(3) Inventory relative fair value includes step up of $45.4 million.

As PARAGARD was considered an asset purchase as opposed to a business acquisition in accordance with the guidance under ASC 805, Business Combinations, and ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, the Company has not included proforma financial information which is applicable for a business acquisition.

Other Acquisitions

On April 3, 2018, CooperSurgical completed the acquisition of The LifeGlobal Group (LifeGlobal). LifeGlobal was a privately held company that specializes primarily in IVF media. LifeGlobal’s product categories include media products as well as IVF laboratory air filtration products and dishware. We have completed the purchase price allocation for this acquisition.

On December 1, 2017, CooperVision acquired Paragon Vision Sciences, a leading provider of orthokeratology (ortho-k) specialty contact lenses and oxygen permeable rigid contact lens materials. Ortho-k contact lenses are overnight lenses which enable corneal topography correction for myopia (nearsightedness) patients. We have completed the purchase price allocation for this acquisition.

On January 4, 2018, CooperVision acquired Blueyes Ltd, a long-standing distribution partner, with a leading position in the distribution of contact lenses to the Optical and Pharmacy sector in Israel. We have completed the purchase price allocation for this acquisition.

The pro forma results of operations of these acquisitions have not been presented because the effects of the business combinations described above, individually and in the aggregate, were not material to our consolidated results of operations.

Fiscal Year 2017

Purchase price allocation for the following acquisitions in fiscal year 2017 and 2016 are completed.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

On August 3, 2017, CooperVision completed the acquisition of Procornea Holding B.V. (Procornea). Procornea is a Netherlands based manufacturer and distributor of specialty contact lenses, mainly ortho-k which expands CooperVision's access to myopia (nearsightedness) management markets with new products.

On June 30, 2017, CooperVision completed the acquisition of Grand Vista LLC, a long-standing distribution partner in Russia. Grand Vista LLC is engaged in contact lens and contact lens solutions and lens care product distribution business in Russia.

On November 4, 2016, CooperSurgical completed the acquisition of Wallace, the IVF segment of Smiths Medical International, Ltd., a division of Smiths Group plc. Wallace manufactures a range of IVF and ob/gyn products.

Fiscal Year 2016

On September 6, 2016, CooperVision completed the acquisition of Soflex, an Israel based manufacturer and distributor of soft contact lenses.

On May 31, 2016, CooperSurgical completed the acquisition of Reprogenetics UK, a U.K.-based genetics laboratory specializing in service offerings of preimplantation genetic screening (PGS) and preimplantation genetic diagnosis (PGD) used during the IVF process.

On May 25, 2016, CooperSurgical completed the acquisition of Recombine Inc., a United States based clinical genetic testing company specializing in carrier screening. Recombine operates in the IVF market and creates comprehensive genetic carrier screening tests.

On May 4, 2016, CooperSurgical completed the acquisition of Kivex Biotec A/S (K-Systems), a Danish manufacturer and distributor of equipment, including workstations and incubators for IVF clinics.

On March 31, 2016 CooperSurgical completed the acquisition of Genesis Genetics Inc., a United States based genetics laboratory specializing in PGS and PGD used during the IVF process.

On February 8, 2016, CooperSurgical completed the acquisition of The Pipette Company, an Australian manufacturer and distributor of micro pipettes for the Assisted Reproductive Technology market, in CSI business segment.

On December 17, 2015, we completed the acquisition of Research Instruments Limited (RI), a U.K. manufacturer and supplier of IVF medical devices and systems, in CSI business segment. RI specializes in preimplantation genetic screening (PGS) products, develops and manufactures hardware, software and consumable products.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 3. Intangible Assets

Goodwill

(In millions)	CooperVision				CooperSurgical				Total
Balance as of October 31, 2016	$	1,646.4			$	518.3			$	2,164.7
Net additions during the year ended October 31, 2017	28.6				94.4				123.0
Translation	60.7				6.4				67.1
Balance as of 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 as of October 31, 2018	$	1,742.9			$	649.2			$	2,392.1

Of the October 31, 2018 goodwill balance, $247.1 million for CooperSurgical and $51.8 million for CooperVision is expected to be deductible for tax purposes. Of the October 31, 2017 goodwill balance, $117.9 million for CooperSurgical and $19.7 million for CooperVision is expected to be deductible for tax purposes.

Other Intangible Assets

	As of October 31, 2018								As of October 31, 2017
(In millions)	Gross Carrying Amount				Accumulated Amortization & Translation				Gross Carrying Amount				Accumulated Amortization & Translation				Weighted Average Amortization Period (In years)
Trademarks	$	139.2			$	16.9			$	44.5			$	10.3			14
Composite intangible asset	1,061.9				70.8				—				—				15
Technology	395.0				190.7				428.8				173.2				11
Customer relationships	350.0				168.6				335.5				145.3				13
License and distribution rights and other	74.9				52.7				69.2				44.5				9
	2,021.0				$	499.7			878.0				$	373.3			14
Less accumulated amortization and translation	499.7								373.3
Other intangible assets, net	$	1,521.3							$	504.7

In the second quarter of fiscal 2018, CooperSurgical recognized an impairment charge of $24.4 million on the intangible assets acquired from Recombine Inc. as the cash flows expected to be generated by this asset group over its estimated remaining life were not sufficient to recover its carrying value. CooperSurgical acquired Recombine Inc. in fiscal 2016, a clinical genetic testing company specializing in carrier screening. The intangible assets impaired consisted of Technology, Trademark and Customer relationships.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

As of October 31, 2018, the estimated future amortization expenses for intangible assets with finite lives is as follows:

Fiscal years:	(In millions)
2019	$	143.0
2020	133.3
2021	132.0
2022	130.1
Thereafter	974.0
Total remaining amortization for intangible assets	$	1,512.4

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 4. Debt

October 31, (In millions)	2018				2017
Overdraft and other credit facilities	$	37.1			$	23.4
Short-term Debt	$	37.1			$	23.4
Credit Agreement	$	439.0			$	323.0
Term loans	1,550.0				830.0
Other	0.2				0.2
Less: unamortized debt issuance cost	(3.5		)		(3.9		)
Long-term Debt	$	1,985.7			$	1,149.3
Total Debt	$	2,022.8			$	1,172.7

Fiscal year maturities of long-term debt as of October 31, 2018, are as follows:

Year (In millions)
2019	$	—
2020	$	—
2021	$	564.2
2022	$	—
2023	$	1,425.0
Thereafter	$	—

$400 million Term Loan on November 1, 2018

On November 1, 2018, subsequent to the fiscal year ended October 31, 2018, the Company entered into a 364-day, $400.0 million, senior unsecured term loan agreement by and among the Company, the lenders party thereto and PNC Bank, National Association, as administrative agent which matures on October 31, 2019 (the 2018 Term Loan Agreement). The Company used the funds to partially repay outstanding borrowings under the 2016 Revolving Credit Facility. See Note 14. Subsequent Event for additional information.

$1.425 billion Term Loan on November 1, 2017

On November 1, 2017, in connection with the PARAGARD acquisition, we entered into a five-year, $1.425 billion, senior unsecured term loan agreement (2017 Term Loan Agreement) by and among the Company, the lenders party thereto and DNB Bank ASA, New York Branch, as administrative agent which matures on November 1, 2022. The Company used part of the facility to fund the PARAGARD acquisition and used the remainder of the funds to partially repay outstanding borrowings under our revolving credit agreement.

Amounts outstanding under the 2017 Term Loan Agreement will bear interest, at our option, at either the base rate, or the adjusted LIBO rate (each as defined in the 2017 Term Loan Agreement), plus, in each case, an applicable rate of, between 0.00% and 0.75% in respect of base rate loans and between 1.00% and 1.75% in respect of adjusted LIBO rate loans, in each case in accordance with a pricing grid tied to the Total Leverage Ratio as defined in the 2017 Term Loan Agreement.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The 2017 Term Loan Agreement contains customary restrictive covenants, as well as financial covenants that require the Company to maintain a certain Total Leverage Ratio and Interest Coverage Ratio (each as defined in the 2017 Term Loan Agreement) consistent with the 2016 Credit Agreement discussed below. At October 31, 2018, we had $1.425 billion outstanding under the 2017 Term Loan Agreement.

Revolving Credit and Term Loan Agreement on March 1, 2016

On March 1, 2016, we entered into a Revolving Credit and Term Loan Agreement (2016 Credit Agreement), among the Company, CooperVision International Holding Company, LP, the lenders party thereto and KeyBank National Association, as administrative agent. The 2016 Credit Agreement provides for a multicurrency revolving credit facility in an aggregate principal amount of $1.0 billion (2016 Revolving Credit Facility) and a term loan facility in an aggregate principal amount of $830.0 million (2016 Term Loan Facility), each of which, unless terminated earlier, mature on March 1, 2021. In addition, we have the ability from time to time to request an increase to the size of the 2016 Revolving Credit Facility or establish one or more new term loans under the 2016 Term Loan Facility in an aggregate amount up to $750.0 million, subject to the discretionary participation of the lenders.

Amounts outstanding under the 2016 Credit Agreement will bear interest, at our option, at either the base rate, or the adjusted LIBO rate or adjusted foreign currency rate (each as defined in the 2016 Credit Agreement), plus, in each case, an applicable rate of between 0.00% and 0.75%, in respect of base rate loans and between 1.00% and 1.75% in respect of adjusted LIBO rate or adjusted foreign currency rate loans, in each case in accordance with a pricing grid tied to the Total Leverage Ratio, as defined in the 2016 Credit Agreement.

We pay an annual commitment fee that ranges from 0.125% to 0.25% of the unused portion of the revolving credit facility depending on certain financial ratios. In addition to the annual commitment fee described above, we are also required to pay certain letter of credit and related fronting fees and other administrative fees pursuant to the terms of the 2016 Credit Agreement.

At October 31, 2018, we had $125.0 million outstanding under the 2016 Term Loan Facility and $560.5 million available under the 2016 Revolving Credit Facility.

The 2016 Credit Agreement contains customary restrictive covenants, as well as financial covenants that require us to maintain a certain total leverage ratio and interest coverage ratio, each as defined in the 2016 Credit Agreement:

•	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.

At October 31, 2018, we were in compliance with the Interest Coverage Ratio at 10.66 to 1.00 and the Total Leverage Ratio at 2.21 to 1.00.

European Credit Facilities

We maintain European credit facilities in the form of continuing and unconditional guarantees. The aggregate facility limit was $35.4 million and $36.3 million at October 31, 2018 and 2017, respectively. We will pay all forms of indebtedness in the currency in which it is denominated for those certain subsidiaries. Interest expense is calculated on all outstanding balances based on an applicable base rate for each country plus a fixed spread common across most subsidiaries covered under the guaranty. At October 31, 2018, $0.3 million of the facilities were utilized. The weighted average interest rate on the outstanding balances was 1.2%.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

In addition to these European credit facilities, we also have available certain non-guaranteed Euro-denominated overdraft facilities. The aggregate facility limit was $0.7 million and $0.8 million at October 31, 2018 and 2017, respectively. At October 31, 2018, none of these facilities were utilized.

Asian Pacific Credit Facilities

We maintain Yen-denominated credit facilities in Japan supported by continuing and unconditional guarantees. The aggregate facility limit was $53.2 million and $53.0 million at October 31, 2018 and 2017, respectively. We will pay all forms of indebtedness in Yen upon demand. Interest expense is calculated on the outstanding balance based on the base rate or TIBOR plus a fixed spread. At October 31, 2018, $35.1 million of the combined facilities were utilized. The weighted average interest rate on the outstanding balances was 0.4%.

We maintain credit facilities for certain of our Asia Pacific subsidiaries. Each facility is supported by a continuing and unconditional guaranty. The aggregate facility limit was $10.9 million and $11.4 million at October 31, 2018 and 2017, respectively. We will pay all forms of indebtedness, for each facility, in the currency in which it is denominated for those certain subsidiaries. Interest expense is calculated on all outstanding balances based on an applicable base rate for each country plus a fixed spread common across all subsidiaries covered under each guaranty. At October 31, 2018, $0.4 million of the facilities were utilized. The weighted average interest rate on the outstanding balances was 3.5%.

Letters of Credit

We maintain letters of credit throughout the world with various financial institutions that primarily serve as guarantee notes on certain debt obligations. The aggregate outstanding amount of letters of credit at October 31, 2018 and October 31, 2017 was $4.7 million and $4.9 million, respectively.

Note 5. Income Taxes

Recent Tax Legislation

The 2017 Act was enacted into law on December 22, 2017, and significantly changes existing U.S. tax law. The 2017 Act adopts a territorial tax system, imposes a mandatory one-time transition tax on earnings of foreign subsidiaries that were previously indefinitely reinvested, and reduces the U.S. federal statutory tax rate from 35% to 21%. The reduction in the U.S. federal statutory tax rate is effective on January 1, 2018, which requires the Company to use a blended tax rate for fiscal 2018. Our blended tax rate is 23.34% for fiscal 2018 and is calculated by applying a pro-rated percentage based on the number of days in our fiscal 2018 before and after the January 1, 2018 effective date. For fiscal 2019 and subsequent years, the Company will utilize the enacted U.S. federal statutory tax rate of 21%.

The 2017 Act includes several provisions that are effective for our fiscal 2019: (i) tax on global intangible low-taxed income (GILTI) of foreign subsidiaries, (ii) tax on certain payments between a U.S. corporation and its foreign subsidiaries referred to as the base erosion and anti-abuse tax (BEAT), (iii) limitation on the tax deduction for interest payments, and (iv) expanded limitation on the tax deduction for compensation paid to certain executives.

The 2017 Act was effective in the first quarter of fiscal 2018. As of October 31, 2018, we have not completed our accounting for the tax effects of the enactment of the 2017 Act. During 2018, we recorded a provisional tax expense of $214.6 million in our financial statements, based on reasonable estimates of the tax effects of the 2017 Act. The provisional tax expense is subject to revisions as we gather and

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

prepare additional information to complete our analysis of the 2017 Act, and interpret additional guidance issued by the FASB, Internal Revenue Service and U.S. Treasury Department. The provisional tax expense will be finalized during the measurement period, which should not extend beyond one year from the enactment date and could be materially different than our provisional tax expense. The provisional tax expense is described in more detail below.

During 2018, the Company recorded a $185.7 million provisional tax expense for the mandatory deemed repatriation of deferred foreign earnings and plans to pay the applicable amounts over eight years. The 2017 Act requires us to incur a one-time transition tax on deferred foreign income not previously subject to U.S. income tax at a rate of 15.5% for foreign cash and certain other net current assets, and 8% on the remaining deferred foreign income. We have not completed our analysis of the earnings and profits and foreign tax credits, which are critical inputs to the calculation.

During 2018, the Company completed its analysis and recorded a provisional tax expense of $20.0 million to record changes to deferred taxes resulting from the decrease in the U.S. federal tax rate. The amount is calculated using the applicable tax rates in the years in which the deferred tax assets and liabilities are expected to reverse.

Due to the changes in the 2017 Act, we reviewed our prior assertion that earnings from our foreign subsidiaries were indefinitely reinvested. For purposes of recording the provisional tax expense in 2018, we are no longer asserting that earnings from our foreign subsidiaries are indefinitely reinvested. Accordingly, we have recorded provisional estimates related to additional state income taxes of $7.0 million and withholding taxes of $1.9 million relating to the unremitted foreign earnings. We have not completed our analysis because we are still gathering additional information to quantify the impact to the individual states and to quantify the withholding taxes that would be owed when future dividends are paid to the U.S. As the Company completes its analysis, it will make appropriate changes to the financial statements within the measurement period.

The 2017 Act imposes a new tax on foreign earnings and profits in excess of a deemed return on tangible assets of foreign subsidiaries referred to as GILTI. The 2017 Act also imposes a new tax on certain payments between a U.S. corporation and its foreign subsidiaries referred to as BEAT. These new provisions are effective for fiscal 2019. Due to the complexity of the new GILTI and BEAT tax rules, we are continuing to evaluate these new provisions and the application of GAAP. With respect to GILTI, FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. Given the complexity of the GILTI provisions, we are still evaluating the effect of the GILTI provisions and have not yet determined our accounting policy. The Company will continue its evaluation and make a policy election within the measurement period.

The 2017 Act limits the future deductions relating to interest expense and certain executive compensation. These provisions are generally effective for the Company in 2019. Pursuant to transition rules provided in the 2017 Act, companies will be allowed tax deductions for performance based plans in existence on or before November 2, 2017, if not materially modified after that date. We have completed our analysis of the executive compensation relating to plans in existence on or before November 2, 2017 and concluded that substantially all of those plans will meet the grandfather provisions and be fully deductible.

Diverted Profits Tax (DPT)

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The United Kingdom enacted a Diverted Profits Tax (DPT) as of April 1, 2015 on profits of multinationals that they deemed artificially diverted from the United Kingdom. The tax rate is 25%. DPT is intended to apply in two situations: (a) where a foreign company has artificially avoided having a taxable presence in the United Kingdom; and (b) where a group adopts a structure which lacks economic substance in order to divert profits from the United Kingdom.

During fiscal 2017, the U.K. Tax Authorities began an inquiry regarding the application of the DPT in fiscal 2015. We believe that the transactions in question were at arm’s length with no intention to divert profit from the United Kingdom and therefore are outside the intended reach of the DPT.

On December 20, 2017, the U.K. Tax Authorities issued a DPT charging notice of approximately GBP 31.0 million with respect to the transfer out of the United Kingdom of certain intellectual property rights in connection with the 2014 acquisition of Sauflon Pharmaceutical Ltd. Although taxes were paid on the transfer, the U.K. Tax Authorities are challenging the value assigned to such property. We have contested the charging notice. The process for resolving such a notice can be lengthy and could involve litigation. The DPT legislation provides a one-year review period; however, it requires prepayment of the charging notice to be made within 30 days of its issuance. As required, the payment of GBP 31.0 million was made on January 19, 2018.

The Company believes final resolution of the transfer value of intellectual property with the U.K. Tax Authorities is imminent. The outcome of final resolution is not expected to have a material impact on the financial statements.

Effective Tax Rate

The Company’s effective tax rate (ETR) was 57.9%, 5.3% and 7.0% for fiscal 2018, 2017 and 2016, respectively. The ETR in fiscal 2018 increased in comparison to fiscal 2017 primarily due to the net charge related to the enactment of the 2017 Act which was partially offset by a shift in the geographic mix of income. The ETR in fiscal 2017 decreased in comparison to fiscal 2016 due to the shift in the geographic mix of income as well as excess tax benefits from share-based compensation.

The ETR for 2018 is greater than the U.S. federal statutory tax rate primarily due to the tax expense related to the enactment of the 2017 Act. The ETR for 2017 and 2016 is less than the U.S. federal statutory tax rate because a majority of our taxable income is earned in foreign jurisdictions with lower tax rates. The ratio of domestic income to worldwide income significantly impacts our overall tax rate due to the fact that the tax rates in the majority of foreign jurisdictions where we operate are significantly lower than the statutory rate in the United States.

The components of income before income taxes and the income tax provision related to income from all operations in our Consolidated Statements of Income consist of:

Years Ended October 31, (In millions)	2018				2017				2016
Income before income taxes:
United States	$	(122.8	)		$	7.8			$	31.5
Foreign	454.7				386.2				264.1
	$	331.9			$	394.0			$	295.6
Income tax provision	$	192.0			$	21.1			$	20.7

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The income tax provision (benefit) related to income in our Consolidated Statements of Income consists of:

Years Ended October 31, (In millions)	2018				2017				2016
Current:
Federal	$	165.6			$	6.9			$	14.6
State	0.5				1.8				1.3
Foreign	23.0				19.5				15.5
	189.1				28.2				31.4
Deferred:
Federal	16.1				(3.9		)		(3.9		)
State	1.0				1.4				(0.7		)
Foreign	(14.2		)		(4.6		)		(6.1		)
	2.9				(7.1		)		(10.7		)
Income tax provision	$	192.0			$	21.1			$	20.7

We reconcile the provision for income taxes attributable to income from operations and the amount computed by applying the statutory federal income tax rate of 23.34% for 2018 and 35% for 2017 to income before income taxes as follows:

Years Ended October 31, (In millions)	2018				2017				2016
Computed expected provision for taxes	$	77.5			$	137.9			$	103.5
(Decrease) increase in taxes resulting from:
Income earned outside the U.S. subject to different tax rates	(97.5		)		(114.6		)		(81.2		)
State taxes, net of federal income tax benefit	(4.9		)		3.9				1.2
Research and development credit	(0.7		)		(0.7		)		(1.2		)
U.S. tax reform	214.6				—				—
Incentive stock option compensation and non-deductible employee compensation	(11.1		)		(12.9		)		0.5
Tax accrual adjustment	10.1				5.0				(5.0		)
Other, net	4.0				2.5				2.9
Actual provision for income taxes	$	192.0			$	21.1			$	20.7

The Company recognized tax expense of $214.6 million related to the U.S. tax reform comprised of the following: (i) a one-time transition tax of $185.7 million on the Company’s accumulated foreign earnings, which the Company has elected to pay over eight years, (ii) $20.0 million related to the re-measurement of the Company’s deferred taxes at the revised U.S. statutory rates and (iii) $8.9 million of other deferred taxes on foreign distributable earnings, primarily related to withholding taxes and state tax impact.

The tax effects of temporary differences that give rise to the deferred tax assets and liabilities are:

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Years Ended October 31, (In millions)	2018				2017
Deferred tax assets:
Accounts receivable, principally due to allowances for doubtful accounts	$	4.0			$	5.4
Inventories	3.8				6.1
Litigation settlements	0.2				0.8
Accrued liabilities, reserves and compensation accruals	38.8				50.4
Foreign deferred tax assets(1)	51.8				65.0
Restricted stock and stock option expenses	25.6				39.7
Net operating loss carryforwards	6.7				3.7
Intangible assets	3.1				—
Research and experimental expenses - Section 59(e)	2.5				5.1
Tax credit carryforwards	1.3				8.7
Total gross deferred tax assets	137.8				184.9
Less valuation allowance	(39.1		)		(59.1		)
Deferred tax assets	98.7				125.8
Deferred tax liabilities:
Tax deductible goodwill	(22.4		)		(32.4		)
Plant and equipment	(8.2		)		(4.8		)
Deferred tax on foreign earnings	(8.9		)		—
Transaction costs	(0.5		)		(1.1		)
Foreign deferred tax liabilities(1)	(31.3		)		(40.1		)
Other intangible assets	—				(25.9		)
Total gross deferred tax liabilities	(71.3		)		(104.3		)
Net deferred tax assets	$	27.4			$	21.5

(1) A reclassification between Foreign deferred tax assets and Foreign deferred tax liabilities was made to the 2017 balances.

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, we believe it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowance at October 31, 2018. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.

A valuation allowance of $39.1 million and $59.1 million was recorded against our gross deferred tax asset balance as of October 31, 2018, and October 31, 2017, respectively. There was a $16.5 million decrease related to reversing the valuation allowance against deferred tax assets for Puerto Rico research credits that have or will be sold. The remaining reduction relates to recognizing benefits to income tax expense to utilize California net operating losses and Hungarian tax credits.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

At October 31, 2018, we had state net operating loss carryforwards of $53.6 million. Additionally, we had $1.7 million of California research credits. The state net operating loss carryforwards expire on various dates between 2020 through 2038, and the California research credits carry forward indefinitely. The net operating loss and other tax credits may be subject to certain limitations upon utilization under Section 382 of the Internal Revenue Code.

The aggregated changes in the balance of unrecognized tax benefits (“UTB”) were as follows:

(In millions)
Balance at October 31, 2016	$	39.9
Increase from prior year's UTB's	12.9
Increase from current year's UTB's	9.9
UTB (decrease) from expiration of statute of limitations	(2.8		)
Balance at October 31, 2017	59.9
Increase from prior year's UTB's	4.2
Increase from current year's UTB's	9.4
UTB (decrease) from expiration of statute of limitations	(4.6		)
Balance at October 31, 2018	$	68.9

As of October 31, 2018, 2017, and 2016 we had unrecognized tax benefits of $68.9 million, $59.9 million, and $39.9 million, respectively. If recognized, these tax benefits would affect our effective tax rates for 2018, 2017, and 2016, by $46.6 million, $38.1 million, and $24.8 million, respectively. It is our policy to recognize interest and penalties directly related to incomes tax as additional income tax expense. As of October 31, 2018, 2017, and 2016, we had accrued gross interest and penalties related to uncertain tax positions of $4.4 million, $3.6 million, and $3.7 million, respectively.

Included in the balance of unrecognized tax benefits at October 31, 2018, is $26 million related to tax positions for which it is reasonably possible that the total amounts could significantly change during the next twelve months.

We are required to file income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions, and many foreign jurisdictions. As of October 31, 2018, the tax years for which we remain subject to U.S. federal income tax assessment upon examination are 2015 through 2017, as well as other major tax jurisdictions including the United Kingdom, Japan and France. We remain subject to income tax examinations in Australia for the tax years 2014 through 2017. The Company is currently under audit in the U.S. and the U.K. for 2015 and 2016. These audits are in the early stages and the tax authorities are issuing requests for information.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 6. Earnings Per Share

Years Ended October 31,
(In millions, except for earnings per share)	2018				2017				2016
Net income attributable to Cooper stockholders	$	139.9			$	372.9			$	273.9
Basic:
Weighted average common shares	49.1				48.9				48.5
Basic earnings per share attributable to Cooper stockholders	$	2.85			$	7.63			$	5.65
Diluted:
Weighted average common shares	49.1				48.9				48.5
Effect of dilutive stock options	0.6				0.7				0.5
Diluted weighted average common shares	49.7				49.6				49.0
Diluted earnings per share attributable to Cooper stockholders	$	2.81			$	7.52			$	5.59

The following table sets forth stock options to purchase our common stock and restricted stock units that were not included in the diluted earnings per share calculation because their effect would have been antidilutive for the periods presented:

Years Ended October 31,
(In thousands, except exercise prices)	2018			2017				2016
Stock option shares excluded	257			90				392
Range of exercise prices	$226.30-$230.09			$	175.31			$131.60-$162.69
Restricted stock units excluded	21			3				2

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 7. Stockholders’ Equity

Analysis of changes in accumulated other comprehensive income (loss):

(In millions)	Foreign Currency Translation Adjustment				Minimum Pension Liability				Total
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	)
Gross change in value for the period	$	107.7			$	10.8			$	118.5
Tax effect for the period	—				(4.2		)		(4.2		)
Balance at October 31, 2017	$	(353.7	)		$	(21.6	)		$	(375.3	)
Gross change in value for the period	$	(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	)

(1)	Represents reclassification to retained earnings from adoption of ASU 2018-02. See Note 1. Accounting Policies for additional information.

Share Repurchases

In December 2011, our Board of Directors authorized the 2012 Share Repurchase Program and through subsequent amendments, the most recent in March 2017, the total repurchase authorization was increased from $500.0 million to $1.0 billion of the Company's common stock. The program has no expiration date and may be discontinued at any time. Purchases under the 2012 Share Repurchase Program are subject to a review of the circumstances in place at the time and may be made from time to time as permitted by securities laws and other legal requirements.

During the fiscal year ended October 31, 2018, we did not repurchase any shares under the 2012 Share Repurchase Program. During the fiscal year ended October 31, 2017, we repurchased 258 thousand shares of our common stock for $55.0 million. At October 31, 2018, $563.5 million remained authorized for repurchase under the program.

Dividends

In fiscal 2018 and 2017, we paid semiannual dividends of 3 cents per share: $1.5 million or 3 cents per share on February 9, 2018 to stockholders of record on January 23, 2018; $1.5 million or 3 cents per share on August 7, 2018 to stockholders of record on July 23, 2018; $1.5 million or 3 cents per share on February 9, 2017, to stockholders of record on January 23, 2017; and $1.5 million or 3 cents per share on August 7, 2017, to stockholders of record on July 21, 2017.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Stockholders' Rights Plan

Our stockholders' rights plan, where each outstanding share of our common stock carried one-half of one preferred share purchase right expired on October 29, 2017.

Note 8. Stock Plans

At October 31, 2018, Cooper had the following share-based compensation plans:

2006 Long-Term Incentive Plan for Non-Employee Directors (2006 Directors Plan)

In March 2006, we received stockholder approval of the 2006 Directors Plan. The 2006 Directors Plan was subsequently amended and restated, and approved by stockholders, in March 2009 and again in March 2011. The Board of Directors further amended the Second Amended and Restated 2006 Directors Plan in October 2011, October 2012, October 2013 and October 2016.

The Second Amended and Restated 2006 Directors Plan, as amended, authorizes either Cooper's Board of Directors or a designated committee thereof composed of two or more Non-Employee Directors to grant to Non-Employee Directors during the period ending March 21, 2019, equity awards for up to 950,000 shares of common stock, subject to adjustment for future stock splits, stock dividends, expirations, forfeitures and similar events.

As amended, the Second Amended and Restated 2006 Directors Plan provides for annual equity award grants to Non-Employee Directors on November 15 of each fiscal year which subsequently vest on the first anniversary of the date of grant. Grants may be awarded in the form of stock options, restricted stock, restricted stock units (RSUs), or a combination of award types. Awards will have a total grant value of $270,000, or $285,500 in the case of the Lead Director and $297,000 in the case of the Chairman of the Board.

Under the 2006 Directors Plan, grants of stock options will have an exercise price equal to 100% of fair market value on the date of grant and shall expire no more than 10 years after the grant date. Awards of restricted stock provide the right to purchase shares for $0.10 per share, subject to restrictions on sale or transfer which lapse on the first anniversary of the date of grant. Restricted shares retain dividend and voting rights. RSUs entitle the recipient to receive shares of common stock, without any payment in cash or property. Legal ownership of the shares is not transferred until the unit vests and RSUs have no dividend or voting rights prior to vesting.

As of October 31, 2018, 130,494 shares remained available under the Second Amended and Restated 2006 Directors' Plan for future grants.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

2007 Long-Term Incentive Plan (2007 LTIP)

In March 2007, we received stockholder approval of the 2007 LTIP. The 2007 LTIP was subsequently amended and restated, and granted stockholder approval in March 2009, March 2011, and March 2016.

The Third Amended and Restated 2007 LTIP is designed to increase our stockholder value by attracting, retaining and motivating key employees and consultants who directly influence our profitability. The Third Amended and Restated 2007 LTIP authorizes either our Board of Directors, or a designated committee thereof composed of two or more Non-Employee Directors, to grant to eligible individuals during the period ending December 31, 2026, up to 6,930,000 shares in the form of specified equity awards including stock option, restricted stock unit and performance share awards, subject to adjustment for future stock splits, stock dividends, expirations, forfeitures and similar events.

During fiscal 2018, we granted stock options, restricted stock units (RSUs) and performance share awards to employees under the Third Amended and Restated 2007 LTIP. All stock options are granted at 100% of fair market value on the date of grant and expire no more than 10 years after the grant date. RSUs are nontransferable awards entitling the recipient to receive shares of common stock, without any payment in cash or property, in one or more installments at a future date or dates as determined by the Board of Directors or its authorized committee. For RSUs, legal ownership of the shares is not transferred to the employee until the unit vests, which is generally over a specified time period and RSUs have no dividend or voting rights prior to vesting. Performance share awards are nontransferable awards entitling the recipient to receive a variable number of shares of common stock, without any payment in cash or property, in one or more installments at a future date or dates as determined by the Board of Directors or its authorized committee. Legal ownership of the shares is not transferred to the recipient until the award vests, and the number of shares distributed is dependent upon the achievement of certain performance targets over a specified period of time.

As of October 31, 2018, 1,441,896 shares remained available under the Third Amended and Restated 2007 LTIP for future grants. The amount of available shares includes shares which may be distributed under performance share awards.

Share-Based Compensation

The compensation cost and related tax benefit recognized in our consolidated financial statements for share-based awards were as follows:

October 31,
(In millions)	2018				2017				2016
Selling, general and administrative expense	$	37.6			$	33.1			$	26.2
Cost of sales	3.6				2.8				2.6
Research and development expense	2.0				1.3				1.1
Total compensation expense	$	43.2			$	37.2			$	29.9
Related income tax benefit	$	8.8			$	11.4			$	9.0

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Stock Options

The fair value of each stock option award granted is estimated on the date of grant using the Black-Scholes option valuation model and assumptions noted in the following table. The expected life of the awards is based on the observed and expected time to post-vesting forfeiture and/or exercise. Groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. In determining the expected volatility, management considers implied volatility from publicly-traded options on our common stock at the date of grant, historical volatility and other factors. The risk-free interest rate is based on the continuous rates provided by the United States Treasury with a term equal to the expected life of the option. The dividend yield is based on the projected annual dividend payment per share, divided by the stock price at the date of grant.

Years Ended October 31,	2018			2017			2016
Expected life	5.4 years			5.5 years			4.8 - 5.5 years
Expected volatility	23.0	%		24.5%			27.6% - 27.7%
Risk-free interest rate	2.0	%		1.2	%		1.3% - 1.5%
Dividend yield	0.03	%		0.03	%		0.04	%

The activity and status of our stock option plans are summarized below:

	Number of Shares			Weighted- Average Exercise Price Per Share				Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at October 31, 2017	1,064,466			$	129.33
Granted	256,639			$	229.49
Exercised	234,107			$	95.26
Forfeited or expired	—			$	—
Outstanding at October 31, 2018	1,086,998			$	160.31			7.17
Vested and expected to vest at October 31, 2018	1,055,266			$	159.19			7.13		$	104,596,614
Vested and exercisable at October 31, 2018	379,113			$	127.11			5.71		$	49,741,332

The weighted-average fair value of each option granted during fiscal 2018, estimated as of the grant date using the Black-Scholes option pricing model, for the 2007 LTIP was $57.86. No options were granted under the 2006 Directors Plan in fiscal 2018. The expected requisite service period for options granted to employees in fiscal 2018 ranged from approximately 35 months to 60 months. The total intrinsic value of options exercised during the fiscal year ended October 31, 2018 was $35.0 million.

The weighted-average fair value of each option granted during fiscal 2017, estimated as of the grant date using the Black-Scholes option pricing model, for the 2007 LTIP was $44.00. No options were granted under the 2006 Directors Plan in fiscal 2017.

Stock awards outstanding under our current plans have been granted at prices which are either equal to or above the market value of the common stock on the date of grant. Options granted under the 2007 LTIP generally vest over a range of three to five years based on service conditions and expire no later than ten years after the grant date. Options granted under the 2006 Directors Plan generally vest in one year and expire no later than ten years after the grant date. We generally recognize compensation expense ratably

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

over the vesting period. However, Directors' options grants would have been expensed on the date of grant as the 2006 Directors Plan did not contain a substantive future requisite service period. As of October 31, 2018, there was $14.8 million of total unrecognized compensation cost related to nonvested options, which is expected to be recognized over a remaining weighted-average vesting period of 3.2 years.

Restricted Stock Units

RSUs granted under the 2007 LTIP generally vest over three to five years. The fair value of restricted stock units is estimated on the date of grant based on the market price of our common stock. We recognize compensation expense ratably over the vesting period. As of October 31, 2018, there was $63.3 million of total unrecognized compensation cost related to nonvested RSUs, which is expected to be recognized over a remaining weighted-average vesting period of 3.2 years.

The status of our non-vested RSUs is summarized below:

	Number of Shares			Weighted- Average Grant Date Fair Value Per Share
Non-vested RSUs at October 31, 2017	533,852			$	149.93
Granted	162,121			$	230.06
Vested and issued	184,121			$	139.07
Forfeited or expired	24,538			$	169.71
Non-vested RSUs at October 31, 2018	487,314			$	179.70

Performance Units

Performance units are granted to selected key employees with vesting contingent upon meeting future reported earnings per share goals over a defined performance cycle, usually three years. Performance units, if earned, may be paid in cash or shares of common stock. The performance shares actually earned will range from zero to 150% of the target number of performance shares for performance periods ending in fiscal 2018 through fiscal 2020. Subject to limited exceptions set forth in the performance share plan, any shares earned will be distributed in the subsequent fiscal year after the performance period. The fair value of performance unit awards is estimated on the date of grant based on the current market price of our common stock and the estimate of probability of award achievement. This estimate is reviewed each fiscal quarter and adjustments are recorded if it is determined that the estimate of probability of award achievement has changed.

We recognize compensation expense ratably over the vesting period. As of October 31, 2018, there was $1.1 million of total unrecognized compensation cost related to non-vested performance units, which is expected to be recognized over a remaining weighted-average vesting period of 1.6 years.

Performance units granted on January 29, 2016 completed their performance period on October 31, 2018 and met 100% of the target. We also granted performance unit awards on February 1, 2017 and December 12, 2017 with specific performance goals for each period ending on October 31, 2019 and October 31, 2020, respectively.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 9. Employee Benefits

Cooper's Retirement Income Plan

Cooper's Retirement Income Plan (Plan), a defined benefit plan, covers substantially all full-time United States employees. Cooper's contributions are designed to fund normal cost on a current basis and to fund the estimated prior service cost of benefit improvements. The unit credit actuarial cost method is used to determine the annual cost. Cooper pays the entire cost of the Plan and funds such costs as they accrue. Virtually all of the assets of the Plan are comprised of equities and participation in equity and fixed income funds.

We use individual spot rates along the yield curve that correspond with the timing of each benefit payment to determine the service and interest costs of components of our net periodic benefit cost utilizing the correlation of projected cash outflows and corresponding spot rates on the yield curve.

The following table sets forth the Plan's benefit obligations and fair value of the Plan assets at October 31, 2018, 2017 and 2016 and the funded status of the Plan and net periodic pension costs for each of the years in the three-year periods ended October 31, 2018.

Retirement Income Plan

Years Ended October 31, (In millions)	2018				2017				2016
Change in benefit obligation
Benefit obligation, beginning of year	$	151.7			$	138.9			$	117.3
Service cost	10.7				10.2				8.9
Interest cost	5.0				4.4				4.3
Benefits paid	(3.7		)		(2.6		)		(2.3		)
Actuarial (gain) loss	(16.6		)		0.8				10.7
Benefit obligation, end of year	$	147.1			$	151.7			$	138.9
Change in plan assets
Fair value of plan assets, beginning of year	$	112.8			$	89.2			$	79.5
Actual return on plan assets	1.9				16.2				2.0
Employer contributions	10.0				10.0				10.0
Benefits paid	(3.7		)		(2.6		)		(2.3		)
Fair value of plan assets, end of year	$	121.0			$	112.8			$	89.2
Funded status at end of year	$	(26.1	)		$	(38.9	)		$	(49.7	)

Years Ended October 31, (In millions)	2018				2017				2016
Amounts recognized in the statement of financial position consist of:
Noncurrent asset	$	—			$	—			$	—
Current liability	—				—				—
Noncurrent liabilities	(26.1		)		(38.9		)		(49.7		)
Net amount recognized at year end	$	(26.1	)		$	(38.9	)		$	(49.7	)

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Years Ended October 31, (In millions)	2018				2017				2016
Amounts recognized in accumulated other comprehensive income consist of:
Prior service cost	—				—				—
Net loss	24.0				34.9				45.8
Accumulated other comprehensive income	$	24.0			$	34.9			$	45.8

Years Ended October 31, (In millions)	2018				2017				2016
Information for pension plans with projected benefit obligation in excess of plan assets
Projected benefit obligation	$	147.1			$	151.7			$	138.9
Fair value of plan assets	$	121.0			$	112.8			$	89.2

Years Ended October 31, (In millions)	2018				2017				2016
Information for pension plans with accumulated benefit obligation in excess of plan assets
Accumulated benefit obligation	$	130.5			$	133.3			$	121.2
Fair value of plan assets	$	121.0			$	112.8			$	89.2

Years Ended October 31, (In millions)	2018				2017				2016
Reconciliation of accrued pension cost
Accrued pension cost at prior fiscal year end	$	4.0			$	4.0			$	5.7
Net periodic benefit cost	8.2				10.0				8.3
Contributions made during the year	(10.0		)		(10.0		)		(10.0		)
Accrued pension cost at fiscal year end	$	2.2			$	4.0			$	4.0

Years Ended October 31, (In millions)	2018				2017				2016
Components of net periodic benefit cost and other amounts recognized in the fiscal year
Net periodic benefit cost:
Service cost	$	10.7			$	10.2			$	8.9
Interest cost	5.0				4.4				4.3
Expected return on plan assets	(9.2		)		(7.3		)		(6.6		)
Recognized actuarial loss	1.7				2.7				1.7
Net periodic pension cost	$	8.2			$	10.0			$	8.3

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Years Ended October 31, (In millions)	2018				2017				2016
Other changes in plan assets and benefit obligations recognized in other comprehensive income
Net (gain) loss	(9.3		)		(8.1		)		15.4
Amortizations of net (gain)	(1.7		)		(2.7		)		(1.7		)
Total recognized in other comprehensive (income)	$	(11.0	)		$	(10.8	)		$	13.7
Total recognized in net periodic benefit cost and other comprehensive (income)	$	(2.8	)		$	(0.8	)		$	22.0

Years Ended October 31,	2018			2017			2016
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	3.75	%		3.74	%		4.25	%
Service Cost	3.85	%		3.90	%		4.42	%
Interest Cost	3.39	%		3.23	%		3.70	%
Discount rate for determining benefit obligations at year end	4.42	%		3.75	%		3.74	%
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	10/31/2018			10/31/2017			10/31/2016

The discount rate enables us to state expected future cash flows at a present value on the measurement date. The discount rate used for the plan is based primarily on the yields of a universe of high quality corporate bonds or the spot rate of high quality AA-rated corporate bonds, with durations corresponding to the expected durations of the benefit obligations. A change in the discount rate will cause the present value of benefit obligations to change in the opposite direction. If a discount rate of 3.75%, which is similar to prior fiscal year, had been used, the projected benefit obligation would have been $165.6 million, and the accumulated benefit obligation would have been $145.7 million.

The expected rate of return on plan assets was determined based on a review of historical returns, both for this plan and for medium- to large-sized defined benefit pension funds with similar asset allocations. This review generated separate expected returns for each asset class listed below. These expected future returns were then blended based on this Plan's target asset allocation.

Reasons for Significant Liability Gains and Losses

The projected benefit obligation experienced a net gain of approximately $16.6 million during the year. This gain is the result of assumption changes resulting in a gain of approximately $19.0 million, partially offset by losses of approximately $2.4 million due to demographic experience. The key assumption changes were the increase in the discount rate (gain of $18.4 million) and the change in mortality improvement scale (gain of $0.6 million). The primary reasons for demographic losses were salary increases higher than expected and an increase in the number of participants.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Plan Assets

Weighted-average asset allocations at year end, by asset category are as follows:

Years Ended October 31,	2018			2017			2016
Asset category
Cash and cash equivalents	2.1	%		0.9	%		4.9	%
Corporate common stock	14.5	%		12.2	%		8.9	%
Equity mutual funds	47.4	%		49.9	%		47.2	%
Real estate funds	2.7	%		2.9	%		4.3	%
Bond mutual funds	33.3	%		34.1	%		34.7	%
Total	100.0	%		100.0	%		100.0	%

The Plan invests in a diversified portfolio of assets intended to minimize risk of poor returns while maximizing expected portfolio returns. To achieve the long-term rate of return, plan assets will be invested in a mixture of instruments, including but not limited to, corporate common stock (may include the Company's stock), investment grade bond funds, cash, balanced funds, real estate funds, small or large cap equity funds and international equity funds. The allocation of assets will be determined by the investment manager, and will typically include 50% to 70% equities with the remainder invested in fixed income, real estate, alternatives and cash. Presently, this diversified portfolio is expected to return roughly 8% in the long run.

Fair Value Measurement of Plan Assets

(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	$	2.5			$	2.5			$	—			$	—
Corporate common stock	17.6				17.6				—				—
Equity mutual funds	57.3				57.3				—				—
Real estate funds	3.3				3.3				—				—
Bond mutual funds	40.3				40.3				—				—
Total	$	121.0			$	121.0			$	—			$	—

The Plan has an established process for determining the fair value of plan assets. Fair value is based upon quoted market prices, as Level 1 inputs, where available. For our investments in equity and bond mutual funds, and real estate funds, fair value is based on observable, Level 1 inputs, as price quotes are available and the fair values of these funds were not impacted by liquidity restrictions or the fund status. Level 2 assets are those where price quotes are not readily available and the fair value would be determined based on other observable inputs. Level 3 assets are those where price quotes are not readily available and the fair value would be determined based on unobservable inputs.

While we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Plan Cash Flows

Contributions

The Company contributions to the pension plan were $10.0 million for each of the fiscal years 2018, 2017 and 2016. We closely monitor the funded status of the Plan with respect to legislative and accounting rules. We expect to make contributions of about $10.0 million during fiscal 2019.

Estimated Future Benefit Payments

Years (In millions)
2019	$	3.7
2020	$	4.2
2021	$	4.7
2022	$	5.3
2023	$	6.0
2024-2028	$	40.0

Cooper's 401(k) Savings Plan

Cooper's 401(k) savings plan provides for the deferral of compensation as described in the Internal Revenue Code and is available to substantially all United States employees. Employees who participate in the 401(k) plan may elect to have up to 75% of their pre-tax salary or wages deferred and contributed to the trust established under the plan. Cooper's contributions on account of participating employees, were $5.9 million, $5.2 million and $4.4 million for the years ended October 31, 2018, 2017 and 2016, respectively.

International Pension Plans

For our employees outside the United States, we also participate in country-specific defined contribution plans and government-sponsored retirement plans. The defined contribution plans are administered by third-party trustees and we are not directly responsible for providing benefits to participants of government-sponsored plans. The Company’s contributions to such plans are not significant individually or in the aggregate.

Note 10. Fair Value Measurements

Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. An asset’s or liability’s level is based on the lowest level of input that is significant to the fair value measurement. Assets and liabilities carried at fair value are valued and disclosed in one of the following three levels of the valuation hierarchy:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

At October 31, 2018 and October 31, 2017, the carrying value of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, lines of credit, accounts payable and other current liabilities approximate fair value due to the short-term nature of such instruments and the ability to obtain financing on similar terms.

The carrying value of our revolving credit facility and term loans approximates fair value which is estimated based on current market rates (Level 2). The Company did not have any derivative assets or liabilities that may include interest rate swaps, cross currency swaps or foreign currency forward contracts as of October 31, 2018 and October 31, 2017.

Nonrecurring fair value measurements

On a nonrecurring basis, the Company uses fair value measures when analyzing asset impairment. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. In fiscal 2018, we recorded $24.4 million of impairment charge during the second fiscal quarter related to the intangible assets acquired from Recombine Inc. as the cash flows expected to be generated by this asset group over its estimated remaining life were not sufficient to recover its carrying value. Our valuation included unobservable Level 3 inputs and was based on expected sales proceeds and discounted cash flows. The fair value of these intangible assets determined at the end of the second fiscal quarter was $0.

In addition, the Company uses fair value measures when determining assets and liabilities acquired in an acquisition as described in Note 2. Acquisitions which are considered a Level 3 measurement.

Note 11. Commitments and Contingencies

Lease Commitments

Total minimum annual rental obligations under noncancelable operating leases (substantially all real property or equipment) in force at October 31, 2018, were payable as follows:

(In millions)
2019	$	37.5
2020	32.5
2021	28.1
2022	24.4
2023	22.0
2024 and thereafter	159.7
	$	304.2

Aggregate rental expense for both cancelable and noncancelable contracts amounted to $38.8 million, $32.2 million and $29.9 million in 2018, 2017 and 2016, respectively.

Legal Proceedings

Since March 2015, over 50 putative class action complaints were filed by contact lens consumers alleging that contact lens manufacturers, in conjunction with their respective Unilateral Pricing Policy (UPP), conspired to reach agreements between each other and certain distributors and retailers regarding the prices at which certain contact lenses could be sold to consumers. The plaintiffs are seeking damages against CooperVision, Inc., other contact lens manufacturers, distributors and retailers, in various courts

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

around the United States. In June 2015, all of the class action cases were consolidated and transferred to the United States District Court for the Middle District of Florida. CooperVision and the other defendants jointly filed a motion to dismiss the complaints in December 2015. In June 2016, the motion to dismiss with respect to claims brought under the Maryland Consumer Protection Act was granted, but the motion to dismiss with respect to claims brought under Section 1 of the Sherman Act and other state laws was denied. The actions currently are in discovery. In March 2017, the plaintiffs filed a motion for class certification. In August 2017, CooperVision entered into a settlement agreement with the plaintiffs, without any admission of liability, to settle all claims against CooperVision. In July 2018, the Court approved the plaintiffs’ motion for preliminary approval of the settlement, and the Company paid the $3.0 million settlement amount into an escrow account. The settlement remains subject to final Court approval at a future hearing to be set by the Court.

The Company is involved in various lawsuits, claims and other legal matters from time to time that arise in the ordinary course of conducting business, including matters involving our products, intellectual property, supplier relationships, distributors, competitor relationships, employees and other matters. The Company does not believe that the ultimate resolution of these proceedings or claims pending against it could have a material adverse effect on its financial condition or results of operations. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal fees are expensed as incurred.

Note 12. Business Segment Information

Cooper uses operating income, as presented in our financial reports, as the primary measure of segment profitability. We do not allocate costs from corporate functions to segment operating income. Items below operating income are not considered when measuring the profitability of a segment. We use the same accounting policies to generate segment results as we do for our consolidated results.

Total net sales include sales to customers as reported in our Consolidated Statements of Income and sales between geographic areas that are priced at terms that allow for a reasonable profit for the seller. Operating income (loss) is total net sales less cost of sales, selling, general and administrative expenses, research and development expenses, amortization and intangible impairments. Corporate operating loss is principally corporate headquarters expense. Interest expense, and other income and expenses are not allocated to individual segments.

No customers accounted for 10% or more of our consolidated net revenue in the fiscal year ended October 31, 2018. One customer, a CooperVision contact lens distributor, accounted for approximately 10% and 11% of our consolidated net revenue in the fiscal year ended October 31, 2017 and October 31, 2016, respectively.

Identifiable assets are those used in continuing operations except cash and cash equivalents, which we include as corporate assets. Long-lived assets are property, plant and equipment.

The following table presents a summary of our business segment net sales:

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In millions)	2018				2017				2016
CooperVision net sales by category:
Toric lens	$	591.4			$	526.8			$	480.2
Multifocal lens	196.6				177.2				169.8
Single-use sphere lens	520.1				438.3				403.1
Non single-use sphere and other	573.9				531.8				524.1
Total CooperVision net sales	1,882.0				1,674.1				1,577.2
CooperSurgical net sales	650.8				464.9				389.6
Total net sales	$	2,532.8			$	2,139.0			$	1,966.8

Information by business segment for each of the years in the three-year period ended October 31, 2018, follows:

(In millions)	CooperVision				CooperSurgical				Corporate				Consolidated
2018
Net sales	$	1,882.0			$	650.8			$	—			$	2,532.8
Operating income (loss)	$	479.8			$	(19.9	)		$	(56.8	)		$	403.1
Interest expense													82.7
Other (income), net													(11.5		)
Income before income taxes													$	331.9
Identifiable assets	$	3,746.0			$	2,201.7			$	165.1			$	6,112.8
Depreciation expense	$	120.1			$	8.1			$	0.2			$	128.4
Amortization expense	$	43.6			$	103.1			$	—			$	146.7
Capital expenditures	$	178.4			$	15.1			$	0.1			$	193.6
2017
Net sales	$	1,674.1			$	464.9			$	—			$	2,139.0
Operating income (loss)	$	418.4			$	58.5			$	(47.8	)		$	429.1
Interest expense													33.4
Other expense, net													1.7
Income before income taxes													$	394.0
Identifiable assets	$	3,562.6			$	1,107.5			$	188.6			$	4,858.7
Depreciation expense	$	115.0			$	4.7			$	0.3			$	120.0
Amortization expense	$	36.7			$	31.7			$	—			$	68.4
Capital expenditures	$	108.2			$	18.9			$	0.1			$	127.2
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			$	189.1			$	4,478.6
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

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Information by geographical area by country of domicile for each of the years in the three-year period ended October 31, 2018, follows:

(In millions)	United States				Europe				Rest of World, Other Eliminations & Corporate				Consolidated
2018
Sales to unaffiliated customers	$	1,162.2			$	846.5			$	524.1			$	2,532.8
Sales between geographic areas	274.3				407.1				(681.4		)		—
Net sales	$	1,436.5			$	1,253.6			$	(157.3	)		$	2,532.8
Operating income (loss)	$	(39.3	)		$	(16.8	)		$	459.2			$	403.1
Long-lived assets	$	516.7			$	340.7			$	118.6			$	976.0
2017
Sales to unaffiliated customers	$	931.1			$	746.2			$	461.7			$	2,139.0
Sales between geographic areas	255.7				440.5				(696.2		)		—
Net sales	$	1,186.8			$	1,186.7			$	(234.5	)		$	2,139.0
Operating income	$	37.8			$	1.6			$	389.7			$	429.1
Long-lived assets	$	472.8			$	352.3			$	85.0			$	910.1
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	$	77.7			$	6.0			$	240.4			$	324.1
Long-lived assets	$	464.1			$	334.4			$	79.2			$	877.7

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 13. Selected Quarterly Financial Data (Unaudited)

(In millions, except for earnings per share)	First Quarter				Second Quarter				Third Quarter				Fourth Quarter
2018
Net sales	$	590.0			$	631.3			$	660.0			$	651.5
Gross profit	$	370.9			$	404.5			$	426.8			$	430.0
Income before income taxes	$	74.8			$	54.0			$	90.4			$	112.7
Net (loss) income attributable to Cooper stockholders	$	(122.5	)		$	60.9			$	100.8			$	100.6
Earnings (loss) per share attributable to Cooper stockholders - basic	$	(2.50	)		$	1.24			$	2.05			$	2.05
Earnings (loss) per share attributable to Cooper stockholders - diluted	$	(2.50	)		$	1.23			$	2.03			$	2.02
2017
Net sales	$	499.1			$	522.4			$	556.0			$	561.5
Gross profit	$	312.4			$	343.9			$	356.2			$	353.4
Income before income taxes	$	80.1			$	109.5			$	107.7			$	96.6
Net income attributable to Cooper stockholders	$	75.8			$	104.9			$	103.6			$	88.6
Earnings per share attributable to Cooper stockholders - basic	$	1.55			$	2.14			$	2.12			$	1.82
Earnings per share attributable to Cooper stockholders - diluted	$	1.53			$	2.12			$	2.09			$	1.78

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 14. Subsequent Event

$400 million Term Loan on November 1, 2018

On November 1, 2018, subsequent to the fiscal year ended October 31, 2018, the Company entered into a 364-day, $400.0 million, senior unsecured term loan agreement by and among the Company, the lenders party thereto and PNC Bank, National Association, as administrative agent (2018 Term Loan Agreement) which matures on October 31, 2019. The Company used the funds to partially repay outstanding borrowings under the 2016 Revolving Credit Facility.

Amounts outstanding under the 2018 Term Loan Agreement will bear interest, at the Company’s option, at either the alternate base rate, or the adjusted LIBO rate (each as defined in the 2018 Term Loan Agreement), plus, in the case of adjusted LIBO rate loans, an applicable rate of 60 basis points.

The 2018 Term Loan Agreement contains customary restrictive covenants, as well as financial covenants that require the Company to maintain a certain total leverage ratio and interest coverage ratio, each as defined in the 2018 Term Loan Agreement, consistent with the 2016 Credit Agreement and the 2017 Term Loan Agreement, as discussed in See Note 4. Debt for additional information.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES