Item 8. Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm

To 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, 2019 and 2018, 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, 2019 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, 2019, 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, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended October 31, 2019, 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, 2019 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 such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgment. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of Gross Unrecognized Tax Benefits

As discussed in Notes 1 and 5 to the consolidated financial statements, the Company has recorded a liability for gross unrecognized tax benefits, excluding associated interest and penalties, of $49.7 million as of October 31, 2019. Unrecognized tax benefits are recorded when there is a greater than 50% likelihood that a position taken on the Company’s tax returns would not be sustained upon examination by the relevant taxing authority, based solely on the technical merits of the tax position.

We identified the assessment of gross unrecognized tax benefits as a critical audit matter. Evaluating the Company’s interpretation of tax law and its identification and estimate of uncertain tax positions, including transfer pricing related to its international operations, required complex auditor judgment.

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s gross unrecognized tax benefit process, including controls related to the interpretation of tax law, identification of unrecognized tax benefits, and measurement of related liabilities. We involved tax and valuation professionals with specialized skills and knowledge, who assisted in:

•	evaluating the Company’s tax planning strategies and its interpretation and application of tax laws,

•	assessing transfer pricing studies for transactions between subsidiaries of the Company for compliance with applicable laws and regulations and evaluating the transfer prices based on observations for comparable companies that perform similar functions, and

•	inspecting correspondence and settlements from taxing authorities and analyzing the expiration of statutes of limitations.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

/s/ KPMG LLP

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

San Francisco, California

December 20, 2019

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Statements of Income

Years Ended October 31,****(In millions, except for earnings per share)	2019				2018				2017
Net sales	$	2,653.4			$	2,532.8			$	2,139.0
Cost of sales	896.6				900.5				773.2
Gross profit	1,756.8				1,632.3				1,365.8
Selling, general and administrative expense	996.2				973.3				799.1
Research and development expense	86.7				84.8				69.2
Amortization of intangibles	145.8				146.7				68.4
Impairment of intangibles	0.4				24.4				—
Gain on sale of an intangible (Note 3)	(19.0		)		—				—
Operating income	546.7				403.1				429.1
Interest expense	68.0				82.7				33.4
Other expense (income), net	1.3				(11.5		)		1.7
Income before income taxes	477.4				331.9				394.0
Provision for income taxes (Note 5)	10.7				192.0				21.1
Net income	466.7				139.9				372.9
Net income attributable to Cooper stockholders	$	466.7			$	139.9			$	372.9
Earnings per share - basic (Note 6)	$	9.44			$	2.85			$	7.63
Earnings per share - diluted (Note 6)	$	9.33			$	2.81			$	7.52
Number of shares used to compute earnings per share:
Basic	49.4				49.1				48.9
Diluted	50.0				49.7				49.6

See accompanying notes to consolidated financial statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

Years Ended October 31,****(In millions)	2019				2018				2017
Net income	$	466.7			$	139.9			$	372.9
Other comprehensive income (loss):
Foreign currency translation adjustment	9.0				(58.5		)		107.7
Change in minimum pension liability, net of tax (benefit) provision of $(8.0), $3.1 and $4.2, respectively	(25.4		)		7.9				6.6
Other comprehensive (loss) income	(16.4		)		(50.6		)		114.3
Comprehensive income	450.3				89.3				487.2
Comprehensive income attributable to Cooper stockholders	$	450.3			$	89.3			$	487.2

See accompanying notes to consolidated financial statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

October 31,****(In millions)	2019				2018
ASSETS
Current assets:
Cash and cash equivalents	$	89.0			$	77.7
Trade accounts receivable, net of allowance for doubtful accounts of $16.4 at October 31, 2019 and $19.0 at October 31, 2018	435.3				374.7
Inventories	506.9				468.8
Prepaid expense and other current assets	132.2				169.7
Total current assets	1,163.4				1,090.9
Property, plant and equipment, at cost	2,193.9				1,930.3
Less: accumulated depreciation and amortization	1,061.8				954.3
	1,132.1				976.0
Goodwill (Note 3)	2,428.9				2,392.1
Other intangibles, net (Note 3)	1,405.3				1,521.3
Deferred tax assets	78.0				58.4
Other assets	66.8				74.1
	$	6,274.5			$	6,112.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt (Note 4)	$	563.7			$	37.1
Accounts payable	150.1				146.4
Employee compensation and benefits	104.7				94.0
Other current liabilities	292.1				259.0
Total current liabilities	1,110.6				536.5
Long-term debt (Note 4)	1,262.6				1,985.7
Deferred tax liabilities	28.0				31.0
Long-term tax payable	124.8				141.5
Accrued pension liability and other	119.9				110.3
Total liabilities	2,645.9				2,805.0
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 53.2 at October 31, 2019 and 52.8 at October 31, 2018	5.3				5.3
Additional paid-in capital	1,615.0				1,572.1
Accumulated other comprehensive loss	(447.1		)		(430.7		)
Retained earnings	3,026.4				2,576.0
Treasury stock at cost: 4.1 shares at October 31, 2019 and 3.6 shares at October 31, 2018	(571.2		)		(415.1		)
Total Cooper stockholders' equity	3,628.4				3,307.6
Noncontrolling interests	0.2				0.2
Stockholders’ equity (Note 7)	3,628.6				3,307.8
	$	6,274.5			$	6,112.8

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, 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
ASU2016-09 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
ASU2018-02 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
Net income attributable to Cooper stockholders	—			—				—			—				—				—				466.7				—				—				466.7
Other comprehensive loss, net of tax	—			—				—			—				—				(16.4		)		—				—				—				(16.4		)
Issuance of common stock for stock plans	0.4			—				—			—				7.8				—				—				—				—				7.8
Treasury stock repurchase	(0.5	)		(0.1		)		0.5			0.1				—				—				—				(156.1		)		—				(156.1		)
Dividends on common stock	—			—				—			—				—				—				(3.0		)		—				—				(3.0		)
Share-based compensation expense	—			—				—			—				35.1				—				—				—				—				35.1
ASU2016-16 adoption	—			—				—			—				—				—				(13.3		)		—				—				(13.3		)
Balance at October 31, 2019	49.1			$	4.9			4.1			$	0.4			$	1,615.0			$	(447.1	)		$	3,026.4			$	(571.2	)		$	0.2			$	3,628.6

See accompanying notes to consolidated financial statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years Ended October 31,****(In millions)	2019				2018					2017
Cash flows from operating activities:
Net income	$	466.7			$	139.9				$	372.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	280.8				275.1					188.4
Impairment of intangibles	0.4				24.4					—
Gain on sale of an intangible (Note 3)	(19.0		)		—					—
Share-based compensation expense	35.1				43.2					37.2
Inventory step-up release	0.1				50.5					—
Loss on disposal of property, plant and equipment	7.7				5.1					6.1
Deferred income taxes	(15.9		)		2.9					(7.1		)
Provision for doubtful accounts	(2.6		)		8.2					2.3
Change in assets and liabilities:
Accounts receivable	(55.6		)		(59.5		)			(25.1		)
Inventories	(37.3		)		(5.0		)			(30.9		)
Other assets	39.8				(64.9		)			(13.8		)
Accounts payable	3.6				2.9					25.0
Accrued liabilities	33.1				81.2					18.9
Accrued income taxes	8.7				4.4					9.9
Other long-term liabilities	(32.4		)		160.5					9.8
Net cash provided by operating activities	713.2				668.9					593.6
Cash flows from investing activities:
Purchases of property, plant and equipment	(292.1		)		(193.6		)	—		(127.2		)
Acquisitions of businesses and assets, net of cash acquired, and other	(59.2		)		(1,323.9		)	—		(254.1		)
Net cash used in investing activities	(351.3		)		(1,517.5		)			(381.3		)
Cash flows from financing activities:
Proceeds from long-term debt	1,136.8				2,748.1					1,413.8
Repayments of long-term debt	(1,861.8		)		(1,912.1		)			(1,364.6		)
Net proceeds from (repayments of) short-term debt	525.3				13.6					(211.7		)
Repurchase of common stock	(156.1		)		—					(55.0		)
Proceeds related to share-based compensation awards	29.9				22.3			—		10.7
Payments related to share-based compensation awards	(22.1		)		(20.5		)			(16.0		)
Dividends on common stock	(3.0		)		(2.9		)			(2.9		)
Debt acquisition costs	(0.4		)		(3.9		)			—
Payment of contingent consideration	—				(0.2		)			(4.3		)
Proceeds from construction allowance	—				—					2.1
Net cash (used in) provided by financing activities	(351.4		)		844.4					(227.9		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1.2		)		(4.4		)			3.6
Net increase (decrease) in cash, cash equivalents and restricted cash	9.3				(8.6		)			(12.0		)
Cash, cash equivalents and restricted cash at beginning of year	80.2				88.8					100.8
Cash, cash equivalents and restricted cash at end of year	$	89.5			$	80.2				$	88.8
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	75.3			$	82.1				$	31.3
Income taxes	$	39.2			$	18.8				$	15.6
Reconciliation of cash flow information:
Cash and cash equivalents	$	89.0			$	77.7				$	88.8
Restricted cash included in other current assets	$	0.5			$	2.5				$	—
Total cash, cash equivalents, and restricted cash	$	89.5			$	80.2				$	88.8

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 (NYSE:COO). Cooper operates through two 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

Net Sales

The Company sells its products principally to a limited number of distributors, group purchasing organizations, eye care or health care professionals including independent practices, corporate retailers, hospitals and clinics or authorized resellers (collectively, its Customers). These Customers subsequently resell the Company’s products to eye care or health care providers and patients. In addition to product supply and distribution agreements with Customers, the Company enters into arrangements with health care providers and payors that provide for government-mandated and/or privately-negotiated rebates, chargebacks and discounts with respect to the purchase of the Company’s products. The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be contracts with a customer. In situations where sales are to a distributor, the Company has concluded that its contracts are with the distributor. As part of its consideration of the contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations.

Revenues from product sales are recognized when the Customer obtains control of the Company’s product, which occurs at a point in time, typically upon shipment or delivery to the Customer. When the Company performs shipping and handling activities after the transfer of control to the Customer (e.g., when control transfers prior to delivery), they are considered as fulfillment activities, and accordingly, the costs are accrued for when the related revenue is recognized. Taxes collected from Customers relating to product sales and remitted to governmental authorities are excluded from revenues. The Company does not have any revenue recognized on payment expected to be received more than one year after the transfer of control of the products. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that the Company would have recognized is one year or less. See Note 12. Business Segment Information, for disaggregation of revenue.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Reserves for Variable Consideration

Revenues from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and which result from discounts, returns, chargebacks, rebates and other allowances that are offered within contracts between the Company and its Customers, health care providers, payors and other indirect customers relating to the Company’s sales of its products. These reserves are based on the amounts earned or to be claimed on the related sales and are classified primarily in current liabilities. Variable consideration is estimated based on the most likely amount or expected value approach, depending on which method the Company expects to better predict the amount of consideration to which it will be entitled. Once the Company elects one of the methods to estimate variable consideration for a particular type of performance obligation, the Company applies that method consistently.

Where appropriate, these estimates take into consideration a range of possible outcomes which are probability-weighted for relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company adjusts these estimates, which would affect net product revenue and earnings in the period such variances become known.

Trade Discounts and Allowances

The Company generally provides Customers with discounts, which include incentive fees that are stated in the Company’s contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized. In addition, the Company receives sales order management, data and distribution services from certain Customers. To the extent the services received are distinct from the Company’s sale of products to the Customer and have readily determinable fair value, these payments are classified in selling, general and administrative expenses in our Consolidated Statements of Income.

Product Returns

Consistent with industry practice, the Company generally offers Customers a limited right of return for a product that has been purchased from the Company. The Company estimates the amount of its product sales that may be returned by its Customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. There is inherent judgment in estimating future refunds as they are susceptible to factors outside of our influence. However, we have significant experience in estimating the amount of refunds, based primarily on historical data. Our refund liability for product returns was $11.6 million at October 31, 2019 which is included in Accrued Liabilities on our Consolidated Balance Sheets and represents the expected value of the aggregate refunds that will be due to our customers.

Rebates and Chargebacks

Rebates are estimated based on contractual terms, historical experience, customer mix, trend analysis and projected market conditions in the various markets served.

Chargebacks for fees and discounts to providers represent the estimated obligations resulting from contractual commitments to sell products to qualified healthcare providers at prices lower than the list

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

wholesale prices charged to the Company’s direct customers. For certain office and surgical products in CooperSurgical, customers charge the Company for the difference between what they pay for the product and the ultimate selling price to the qualified healthcare providers. These reserves are established in the same period that the related revenue is recognized, resulting in a reduction of product revenue. Chargeback amounts are generally determined at the time of resale to the qualified healthcare provider by customers. CooperSurgical rebates are predominately related to the Medicaid rebate provision that is estimated based upon contractual terms, historical experience, and trend analysis.

Contract balances

The timing of billing and revenue recognition primarily occurs simultaneously. The Company does not have material contract assets or liabilities.

•

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.

•

Valuation of goodwill - Effective April 30, 2019, there was a change in the reporting units as a result of realignment in the internal reporting structure of the business around markets and customers at CooperSurgical. As such, Cooper Surgical has evolved into two reporting units, namely, Office/Surgical and Fertility, which reflects management oversight of operations. The change in reporting units did not result in a change in operating segments. We allocated CooperSurgical's goodwill based on relative fair values utilizing the discounted cash flow method and guideline public company method as our allocation base. The key assumptions and estimates for the market and income approaches used to determine fair value of the reporting units included market data and market multiples, discount rates and terminal growth rates, as well as future levels of revenue growth, and operating margins, which were based upon the Company’s strategic plan. The allocated fair values exceeded the carrying values for each of the three reporting units as of April 30, 2019. Our reporting units are CooperVision, Office/Surgical and Fertility reflecting the current way we manage our business.

We evaluate goodwill 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. We account for goodwill and evaluate our goodwill balances and test them for impairment in accordance with related accounting standards. We performed our annual impairment test in our third quarter of fiscal 2019 and 2018, and our analysis indicated that we had no impairment of goodwill in our reporting units.

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 goodwill impairment test indicates an impairment of our goodwill, we may have to recognize a non-cash impairment of goodwill that could be material and could adversely affect our results of operations in the period recognized and also adversely affect our total assets and stockholders' equity.

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

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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 amount that the carrying value exceeds the fair value of the reporting unit. A reporting unit is the level of reporting at which goodwill is tested for impairment.

•

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, over 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 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.

We file income tax returns in all jurisdictions in which we operate. We record a liability for uncertain tax positions taken or expected to be taken in income tax returns. Our financial statements reflect expected future tax consequences of such positions presuming the taxing authorities' full knowledge of the position and all relevant facts. We record a liability for the portion of unrecognized tax benefits claimed that we have determined are not more-likely-than-not realizable. These tax reserves have been established based on management's assessment as to the potential exposure attributable to our uncertain tax positions as well as interest and penalties attributable to these uncertain tax positions. All tax reserves are analyzed quarterly and adjustments are made as events occur that result in changes in judgment.

•	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

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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 Statements 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 July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections and in July 2018, the FASB issued ASU 2018-09, Codification Improvements. The ASU clarifies or improves the disclosure and presentation requirements of a variety of codification topics by aligning them with the SEC’s regulations, thereby eliminating redundancies and making the codification easier to apply. The Company adopted this guidance during fiscal 2019, and it did not have a material impact on the Company’s reported consolidated financial results.

In August 2018, the FASB issued ASU 2018-15, Intangibles (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This new standard also requires customers to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. The Company adopted the standard, prospectively, in the fourth quarter of fiscal 2019, resulting in the capitalization of $4.1 million in implementation costs related to the Company's cloud computing arrangements that are service contracts.

In March 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 now presented in the same income statement line 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 operating income. The Company adopted this guidance on November 1, 2018, and it did not have a material impact on the Company’s reported consolidated financial results.

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

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

recognition of the income tax consequences of non-inventory transfers which under previous guidance deferred the income tax consequences until the asset was 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 adopted ASU 2016-16 in the first quarter of fiscal 2019 on a modified retrospective basis. The Company recorded the cumulative effect of the change as a decrease to retained earnings of approximately $13.3 million. 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 May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU requires revenue recognition to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in the ASU can be applied either retrospectively to each prior reporting period presented or alternatively, the modified retrospective transition method whereby the company recognizes the cumulative effect of initially applying the guidance as an opening balance sheet adjustment to equity in the period of initial application. This alternative approach must be supplemented by additional disclosures.

We adopted ASU 2014-09 on November 1, 2018, using the modified retrospective transition method. We did not recognize any cumulative effect of initially applying the new revenue standard as an adjustment to our opening balance of retained earnings due to its immaterial impact. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. There was no material impact of ASU 2014-09 to our financial statements during fiscal 2019. We do not expect the adoption of the new revenue standard to have a material impact to our net income on an ongoing basis.

The Company applies the provisions of Accounting Standards Codification (ASC) 606-10 or ASU 2014-09, Revenue from Contracts with Customers, and all related appropriate guidance. The Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied.

Accounting Pronouncements Issued Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13 , “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” and subsequent amendments to the initial guidance: ASU 2018-19 “Codification Improvements to Topic 326, Financial Instruments-Credit Losses” , ASU 2019-04 “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments”, ASU 2019-05 “Financial Instruments-Credit Losses” and ASU 2019-11 *“Codification Improvements to Topic 326, Financial Instruments - Credit Losses” (*collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. Topic 326 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, which means it will be effective for our fiscal year beginning November 01, 2020. Early adoption is permitted. We are currently evaluating the impact of Topic 326 on our consolidated financial statements.

In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808), Clarifying the Interaction between Topic 808 and Topic 606. This guidance amended Topic 808 and Topic 606 to clarify that transactions in a collaborative arrangement should be accounted for under Topic 606 when the counterparty is a customer for a distinct good or service (i.e., unit of account). The amendments preclude an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

customers if the counterparty is not a customer for that transaction. We are currently evaluating the impact of ASU 2018-18 which is effective for the Company in our fiscal year and interim periods beginning on November 1, 2020.

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. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842) Codification Improvements, which further clarifies the determination of fair value of the underlying asset by lessors that are not manufacturers or dealers and modifies transition disclosure requirements for changes in accounting principles and other technical updates. This standard is effective for the Company in our fiscal year and interim periods beginning on November 1, 2019.

The Company adopted this standard using the optional transition method and will record a cumulative-effect adjustment to the Company's Consolidated Balance Sheet as of November 1, 2019. The Company has implemented changes to certain business processes, systems and internal controls to support adoption of the new standard and the related disclosure requirements, including the implementation of a third-party leasing software solution. We will elect the package of transition expedients, which allows the Company to keep our existing lease classifications and not reassess whether any existing contracts as of the date of adoption are, or contain leases, and not reassess initial direct cost. In addition, we will elect to the practical expedients to combine lease and non-lease components for our real estate leases and to allow for leases with an initial term of 12 months or less to recognize the associated lease payments in the Consolidated Statements of Income on a straight-line basis over the lease term. Based on the Company’s evaluation of this standard, the Company expects the adoption to result in recognition of right-of-use assets of approximately $263.1 million and lease liabilities of approximately $271.9 million on the Consolidated Balance Sheets with an immaterial impact to its Consolidated Statements of Income and Cash Flows. The Company will continue to disclose comparative reporting periods prior to November 1, 2019 under the previous accounting guidance, ASC 840.

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 on 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 $2.2 million for fiscal 2019, $3.4 million for fiscal 2018 and $1.4 million for fiscal 2017.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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.

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)	2019				2018
Raw materials	$	131.4			$	112.5
Work-in-process	13.3				12.6
Finished goods	362.2				343.7
	$	506.9			$	468.8

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.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Property, Plant and Equipment

October 31,****(In millions)	2019				2018
Land and improvements	$	19.9			$	18.3
Buildings and improvements	330.9				305.0
Machinery and equipment	1,582.3				1,420.7
Construction in progress	260.8				186.3
Property, plant and equipment, at cost	$	2,193.9			$	1,930.3
Less: Accumulated depreciation	1,061.8				954.3
	$	1,132.1			$	976.0

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 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 $6.1 million and $3.9 million for the years ended October 31, 2019 and 2018, 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, 2019 and 2018, the number of shares in treasury was approximately 4.1 million and 3.6 million, respectively. The Company purchased 537 thousand shares during the year ended October 31, 2019 and no shares during the year ended October 31, 2018. 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 business and asset acquisitions that the Company completed during fiscal 2019, 2018 and 2017:

(In millions)	2019				2018				2017
Technology	$	12.3			$	—			$	71.7
Customer relationships	7.5				23.5				43.1
Trademarks	10.2				100.0				7.1
Composite intangible asset	—				1,061.9				—
Other	0.1				4.2				—
Total identifiable intangible assets	$	30.1			$	1,189.6			$	121.9
Goodwill	29.8				70.6				123.1
Net tangible assets (liabilities)	7.3				59.6				(4.8		)
Total purchase price	$	67.2			$	1,319.8			$	240.2

All the acquisitions were funded by cash generated from operations or facility borrowings.

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

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

Fiscal Year 2019

Purchase price allocation for the acquisitions in fiscal year 2019 are completed.

On December 31, 2018, CooperSurgical completed the acquisition of Incisive Surgical Inc., a privately-held U.S. medical device company that develops mechanical surgical solutions for skin closure.

On December 28, 2018, CooperVision completed the acquisition of Blanchard Contact Lenses. Blanchard is a privately-held scleral lens company, which expands CooperVision's specialty and scleral lens portfolio.

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 reported consolidated financial results.

Fiscal Year 2018

PARAGARD

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

This asset acquisition broadened and strengthened CooperSurgical's 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

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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:

(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 in-vitro fertilization (IVF) media. LifeGlobal’s product categories include media products as well as IVF laboratory air filtration products and dishware.

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.

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.

Fiscal Year 2017

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

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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.

Note 3. Intangible Assets

Goodwill

(In millions)	CooperVision				CooperSurgical				Total
Balance at October 31, 2017	$	1,735.7			$	619.1			$	2,354.8
Net additions during the year ended October 31, 2018	36.8				34.4				71.2
Translation	(29.6		)		(4.3		)		(33.9		)
Balance at October 31, 2018	$	1,742.9			$	649.2			$	2,392.1
Net additions during the year ended October 31, 2019	14.1				22.0				36.1
Translation	8.4				(7.7		)		0.7
Balance at October 31, 2019	$	1,765.4			$	663.5			$	2,428.9

Of the October 31, 2019 goodwill balance, $146.8 million for CooperSurgical and $29.2 million for CooperVision is expected to be deductible for tax purposes. Of the October 31, 2018 goodwill balance, $247.1 million for CooperSurgical and $51.8 million for CooperVision was expected to be deductible for tax purposes.

Other Intangible Assets

	October 31, 2019								October 31, 2018
(In millions)	Gross Carrying Amount				Accumulated Amortization & Translation				Gross Carrying Amount (1)				Accumulated Amortization & Translation (1)				Weighted Average Amortization Period (In years)
Intangible assets with definite lives:
Trademarks	$	148.5			$	27.3			$	138.1			$	16.9			14
Composite intangible asset	1,061.9				141.6				1,061.9				70.8				15
Technology	399.9				221.2				387.2				190.7				11
Customer relationships	357.6				194.0				350.0				168.6				13
License and distribution rights and other (2)	27.9				15.3				74.9				52.7				11
	1,995.8				$	599.4			2,012.1				$	499.7			14
Less: accumulated amortization and translation	599.4								499.7
Intangible assets with definitive lives, net	$	1,396.4							$	1,512.4
Intangible assets with indefinite lives, net (3)	8.9								8.9
Total other intangible assets, net	$	1,405.3							$	1,521.3

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(1) In the second quarter of fiscal 2018, CooperSurgical recognized an impairment charge of $24.4 million upon the intangible assets on the exit of the carrier screening and non-invasive prenatal testing (NIPT) product lines acquired from Recombine Inc. in fiscal 2016. The intangible assets impaired consisted of Technology, Trademark and Customer relationships.

(2) In the second quarter of fiscal 2019, CooperSurgical sold an exclusive distribution right to distribute Filshie Clip System in the U.S. for $21.0 million and recognized a gain of $19.0 million*. In the third quarter of fiscal 2019, CooperVision removed* $37.3 million of fully amortized non-compete agreements.

(3) Intangible assets with indefinite lives include trademark and technology intangible assets.

Balances include foreign currency translation adjustments.

As of October 31, 2019, the estimation of amortization expenses for intangible assets with definite lives is as follows:

Fiscal years:	(In millions)
2020	$	135.8
2021	134.5
2022	132.7
2023	130.4
Thereafter	863.0
Total remaining amortization for intangible assets with definite lives	$	1,396.4

The Company assesses definite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of a definite-lived intangible asset (asset group) may not be recoverable. When events or changes in circumstances indicate that the carrying amount of a definite-lived intangible asset may not be recoverable, the Company evaluates whether the definite-lived intangible asset is impaired by comparing its carrying value to its undiscounted future cash flows. The Company assesses indefinite-lived intangible assets annually in the third quarter of the fiscal year, or whenever events or circumstances indicate that the carrying amount of an indefinite-lived intangible asset (asset group) may not be recoverable. The Company evaluates whether the indefinite-lived intangible asset is impaired by comparing its carrying value to its fair value.

If the carrying value of a definite-lived or indefinite-lived intangible asset is not recoverable, an impairment loss is recognized based on the amount by which the carrying value exceeds the fair value. The inputs used in the fair value analysis fall within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs to determine fair value. The Company performs impairment tests using an income approach, more specifically a relief from royalty method. In the development of the forecasted cash flows, the Company applies significant management judgment to determine key assumptions, including revenue growth and operating margin growth, royalty rates and discount rates assumptions. Revenue and operating margin growth assumptions are based on historical trends and management’s expectations for future growth. Royalty rates used are consistent with those assumed for the original purchase accounting valuation. The discount rates were based on a weighted-average cost of capital utilizing industry market data of similar companies, in addition to estimated returns on the assets utilized in the operations of the applicable reporting unit, including net working capital, fixed assets and intangible assets. Other assumptions are consistent with those applied to goodwill impairment testing. The Company did not recognize any material definite-lived or indefinite-lived intangible asset impairment charges during fiscal 2019.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 4. Debt

October 31,****(In millions)	2019				2018
Overdraft and other credit facilities	$	63.7			$	37.1
Term loans	500.0				—
Short-term Debt	$	563.7			$	37.1
Revolving credit	$	264.0			$	439.0
Term loans	1,000.0				1,550.0
Other	0.2				0.2
Less: unamortized debt issuance cost	(1.6		)		(3.5		)
Long-term Debt	$	1,262.6			$	1,985.7
Total Debt	$	1,826.3			$	2,022.8

Fiscal year maturities of long-term debt as of October 31, 2019, are as follows:

Year**(In millions****)**
2020	$	—
2021	$	264.2
2022	$	—
2023	$	1,000.0
2024	$	—

$400 million Term Loan on November 1, 2018 and $500 million Term Loan on September 27, 2019

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

On September 27, 2019, the Company amended the 2018 Term Loan Agreement to establish a new 364-day senior unsecured term loan (the 2019 Term Loan Agreement) with the same parties as the 2018 Term Loan Agreement. The 2019 Term Loan Agreement modifies certain provisions of the 2018 Term Loan Agreement which, among other things, extends the maturity date to September 25, 2020 and increases the aggregate principal amount of the term loan facility from an original amount of $400 million to $500 million. The Company used the additional funds to partially repay outstanding borrowings under the 2017 Term Loan Agreement. At October 31, 2019, the Company had $500.0 million outstanding under the 2019 Term Loan Agreement.

Amounts outstanding under the 2019 Term Loan Agreement will bear interest, at the Company's option, at either the base rate, or the adjusted LIBOR (each as defined in the 2019 Term Loan Agreement), plus, in each case, an applicable rate of 0.00% in respect of base rate loans and 0.60% in respect of adjusted LIBOR loans. The weighted average interest rate for the fiscal year ended October 31, 2019 was 2.95%.

The 2019 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 2019 Term Loan Agreement) consistent with the 2016 Credit Agreement discussed below.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

$1.425 billion Term Loan on November 1, 2017

On November 1, 2017, in connection with the PARAGARD acquisition, the Company entered into a five-year, $1.425 billion, senior unsecured term loan agreement (the 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 LIBOR (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 LIBOR 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 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, 2019, the Company had $1.0 billion outstanding under the 2017 Term Loan Agreement. The interest rate on the 2017 Term Loan was 3.16% at October 31, 2019.

Revolving Credit and Term Loan Agreement on March 1, 2016

On March 1, 2016, the Company entered into a Revolving Credit and Term Loan Agreement (the 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 (the 2016 Revolving Credit Facility) and a term loan facility in an aggregate principal amount of $830.0 million (the 2016 Term Loan Facility), each of which, unless terminated earlier, mature on March 1, 2021. In addition, the Company has 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 LIBOR 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 LIBOR 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.

The Company pays an annual commitment fee that ranges from 0.125% to 0.25% of the unused portion of the 2016 Revolving Credit Facility depending on certain financial ratios. In addition to the annual commitment fee described above, the Company is 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, 2019, the Company had no outstanding balance under the 2016 Term Loan Facility and $264.0 million outstanding under the 2016 Revolving Credit Facility. $734.8 million was 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.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

At October 31, 2019, the Company was in compliance with the Interest Coverage Ratio at 13.82 to 1.00 and the Total Leverage Ratio at 1.85 to 1.00 for 2019 Term Loan Agreement, 2017 Term Loan Agreement, and 2016 Credit Agreement.

European Credit Facilities

The Company maintains European credit facilities in the form of continuing and unconditional guarantees. The aggregate facility limit was $34.6 million and $35.4 million at October 31, 2019 and 2018, respectively. The Company 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, 2019, $11.5 million of the facilities were utilized. The weighted average interest rate on the outstanding balances was 1.0%.

Asian Pacific Credit Facilities

The Company maintains Yen-denominated credit facilities in Japan supported by continuing and unconditional guarantees. The aggregate facility limit was $69.3 million and $53.2 million at October 31, 2019 and 2018, respectively. The Company 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, 2019, $46.3 million of the combined facilities were utilized. The weighted average interest rate on the outstanding balances was 0.4%.

The Company maintains credit facilities for certain of our Asia Pacific subsidiaries. Each facility is supported by a continuing and unconditional guaranty. The aggregate facility limit was $10.8 million and $10.9 million at October 31, 2019 and 2018, respectively. The Company 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 across all subsidiaries covered under each guaranty. At October 31, 2019,

$1.2 million of the facilities were utilized. The weighted average interest rate on the outstanding balances was 4.0%.

Letters of Credit

The Company 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, 2019 and October 31, 2018 was $4.8 million and $4.7 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%. For fiscal 2019 the Company utilized 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 COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The 2017 Act was effective in the first quarter of fiscal 2018. As of January 31, 2019, we completed our accounting for the tax effects of the enactment of the 2017 Act and did not recognize any material adjustments to the provisional tax expense previously recorded.

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 which is effective in fiscal 2019. In accordance with FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, the Company is making an accounting policy election to recognize the tax expense related to GILTI in the year the tax is incurred. The Company is no longer asserting that earnings from our foreign subsidiaries are indefinitely reinvested.

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 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.

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 challenged the value assigned to such property. We subsequently settled on an additional value of US$116.0 million as a transfer pricing adjustment and on January 17, 2019, the U.K. Tax Authorities issued an amending notice to bring the DPT charge down to zero. On January 29, 2019, we received a termination letter closing the DPT review. On February 26, 2019, the Company received a refund of approximately GBP 22.1 million (USD 29.0 million) from the GBP 31.0 million (USD 42.0 million) payment made on January 19, 2018 to the U.K. Tax Authorities.

Effective Tax Rate

The Company’s effective tax rate (ETR) was 2.3%, 57.9% and 5.3% for fiscal 2019, 2018 and 2017, respectively. The ETR in fiscal 2019 decreased in comparison to fiscal 2018 primarily due to the net charge related to the enactment of the 2017 Act which was recorded in fiscal 2018, tax benefits from audit settlements in fiscal 2019, and additional taxes in the United States from the inclusion of earnings from our foreign subsidiaries pursuant to the GILTI provisions that became effective in fiscal 2019. 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 for 2019 was less than the U.S. federal statutory tax rate primarily due to a majority of our taxable income being earned in foreign jurisdictions with lower tax rates, discrete tax benefits from settling income tax audits, excess tax benefits from share-based compensation, and additional taxes in the United States from the inclusion of earnings from our foreign subsidiaries pursuant to the GILTI provisions. The ETR for 2018 was 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 was less than the U.S. federal

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

statutory tax rate because a majority of our taxable income was earned in foreign jurisdictions with lower tax rates and excess tax benefits from share-based compensation. The ratio of domestic income to worldwide income significantly impacted our overall tax rate due to the fact that the tax rates in some of the foreign jurisdictions where we operate are significantly lower than the statutory rate in the United States. The foreign jurisdictions with lower tax rates compared to the U.S. federal statutory tax rate that had the most significant impact on our provision for foreign income taxes in the fiscal years presented include the United Kingdom, Barbados and Puerto Rico.

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)	2019				2018				2017
Income before income taxes:
United States	$	(32.8	)		$	(122.8	)		$	7.8
Foreign	510.2				454.7				386.2
	$	477.4			$	331.9			$	394.0
Income tax provision	$	10.7			$	192.0			$	21.1

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

Years Ended October 31,****(In millions)	2019				2018				2017
Current:
Federal	$	9.2			$	165.6			$	6.9
State	1.6				0.5				1.8
Foreign	15.8				23.0				19.5
	26.6				189.1				28.2
Deferred:
Federal	(8.1		)		16.1				(3.9		)
State	(0.9		)		1.0				1.4
Foreign	(6.9		)		(14.2		)		(4.6		)
	(15.9		)		2.9				(7.1		)
Income tax provision	$	10.7			$	192.0			$	21.1

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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 21% for 2019, 23.34% for 2018, and 35% for 2017 to income before income taxes as follows:

Years Ended October 31,****(In millions)	2019				2018				2017
Computed expected provision for taxes	$	100.3			$	77.5			$	137.9
(Decrease) increase in taxes resulting from:
Income earned outside the United States subject to different tax rates	(85.6		)		(97.5		)		(114.6		)
State taxes, net of federal income tax benefit	0.4				(4.9		)		3.9
Foreign source income subject to United States tax	16.1				—				—
Research and development credit	(0.9		)		(0.7		)		(0.7		)
U.S. tax reform	(5.8		)		214.6				—
Incentive stock option compensation and non-deductible employee compensation	(7.8		)		(11.1		)		(12.9		)
Tax accrual adjustment	(4.7		)		10.1				5.0
Other, net	(1.3		)		4.0				2.5
Actual provision for income taxes	$	10.7			$	192.0			$	21.1

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

Years Ended October 31,****(In millions)	2019				2018
Deferred tax assets:
Accounts receivable, principally due to allowances for doubtful accounts	$	3.6			$	4.0
Inventories	3.5				3.8
Litigation settlements	0.1				0.2
Accrued liabilities, reserves and compensation accruals	55.1				38.8
Foreign deferred tax assets	52.5				51.8
Restricted stock and stock option expenses	26.1				25.6
Net operating loss carryforwards	8.3				6.7
Intangible assets	11.1				3.1
Research and experimental expenses - Section 59(e)	2.5				2.5
Tax credit carryforwards	1.3				1.3
Total gross deferred tax assets	164.1				137.8
Less valuation allowance	(41.5		)		(39.1		)
Deferred tax assets	122.6				98.7
Deferred tax liabilities:
Tax deductible goodwill	(25.0		)		(22.4		)
Plant and equipment	(14.3		)		(8.2		)
Deferred tax on foreign earnings	(5.9		)		(8.9		)
Transaction costs	(0.7		)		(0.5		)
Foreign deferred tax liabilities	(27.6		)		(31.3		)
Total gross deferred tax liabilities	(73.5		)		(71.3		)
Net deferred tax assets	$	49.1			$	27.4

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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, 2019. 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 $41.5 million and $39.1 million was recorded against our gross deferred tax asset balance as of October 31, 2019, and October 31, 2018, respectively. The increase relates to state net operating losses and tax credits in our foreign operations.

At October 31, 2019, we had federal net operating loss carryforwards of $23.1 million, state net operating loss carryforwards of $37.5 million. Additionally, we had $1.7 million of California research credits. Federal net operating losses of $18.6 million expire on various dates between 2022 and 2037 and $4.5 million carry forward indefinitely. The state net operating loss carryforwards expire on various dates between 2020 through 2038, and the California research credits carry forward indefinitely.

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

(In millions)
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
Decrease from prior year's UTB's	(11.8		)
Increase from current year's UTB's	8.3
UTB (decrease) from tax authorities' settlements	(14.1		)
UTB (decrease) from expiration of statute of limitations	(1.6		)
Balance at October 31, 2019	$	49.7

As of October 31, 2019, 2018, and 2017 we had unrecognized tax benefits of $49.7 million, $68.9 million, and $59.9 million, respectively. If recognized, these tax benefits would affect our effective tax rates for 2019, 2018, and 2017, by $41.7 million, $46.6 million, and $38.1 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, 2019, 2018, and 2017, we had accrued gross interest and penalties related to uncertain tax positions of $3.9 million, $4.4 million, and $3.6 million, respectively.

Included in the balance of unrecognized tax benefits at October 31, 2019, is $21.7 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, 2019, the tax years for which we remain subject to U.S. federal income tax assessment upon examination are 2015 through 2019, as well as other major tax jurisdictions including the United Kingdom, Japan and France. We remain subject to income tax

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

examinations in Australia for the tax years 2014 through 2019. The Company is currently under audit in the U.S. for 2015 and 2016 and the U.K. for 2015 through 2018.

Note 6. Earnings Per Share

Years Ended October 31,
(In millions, except for earnings per share)	2019				2018				2017
Net income attributable to Cooper stockholders	$	466.7			$	139.9			$	372.9
Basic:
Weighted average common shares	49.4				49.1				48.9
Basic earnings per share attributable to Cooper stockholders	$	9.44			$	2.85			$	7.63
Diluted:
Weighted average common shares	49.4				49.1				48.9
Effect of dilutive stock options	0.6				0.6				0.7
Diluted weighted average common shares	50.0				49.7				49.6
Diluted earnings per share attributable to Cooper stockholders	$	9.33			$	2.81			$	7.52

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)	2019				2018			2017
Stock option shares excluded	198				257			90
Range of exercise prices	$	254.77			$226.30-$230.09			$	175.31
Restricted stock units excluded	8				21			3

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, 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	)
Gross change in value for the period	$	9.0			$	(33.4	)		$	(24.4	)
Tax effect for the period	—				8.0				8.0
Balance at October 31, 2019	$	(403.2	)		$	(43.9	)		$	(447.1	)

(1)	Represents reclassification to retained earnings from adoption of ASU 2018-02.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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.

In the fourth quarter of fiscal 2019, we repurchased 512 thousand shares of the Company's common stock for $150.0 million, at an average purchase price of $292.7 per share. During fiscal year ended October 31, 2019, we repurchased 537 thousand shares of our common stock for $156.1 million under the 2012 Share Repurchase Program. During the fiscal year ended October 31, 2018, we did not repurchase any shares. At October 31, 2019, $407.4 million remained authorized for repurchase under the program.

Dividends

In fiscal 2019 and 2018, we paid a semiannual dividend of 3 cents per share: $1.5 million or 3 cents per share on February 8, 2019 to stockholders of record on January 22, 2019; $1.5 million or 3 cents per share on August 7, 2019 to stockholders of record on July 23, 2019; $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.

Note 8. Stock 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, October 2016 and March 2018. The Second Amended and Restated 2006 Directors Plan expired by its terms in March 2019.

The Second Amended and Restated 2006 Directors Plan authorized 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.

The Second Amended and Restated 2006 Directors Plan provided for annual equity award grants to Non-Employee Directors on November 15 of each fiscal year which subsequently vested on the first anniversary of the date of grant. Grants could be awarded in the form of stock options, restricted stock, restricted stock units (RSUs), or a combination of award types. Awards were made with 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 had an exercise price equal to 100% of fair market value on the date of grant and would expire no more than 10 years after the grant date. Awards of restricted stock provided 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 retained dividend and voting rights. RSUs entitled 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 issued RSUs have no dividend or voting rights prior to vesting.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

As of October 31, 2019, the plan had expired and no shares remain available under the Second Amended and Restated 2006 Directors' Plan for future grants.

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 2019, 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, 2019, 1,280,407 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)	2019				2018				2017
Selling, general and administrative expense	$	28.7			$	37.6			$	33.1
Cost of sales	4.7				3.6				2.8
Research and development expense	2.9				2.0				1.3
Total compensation expense	$	36.3			$	43.2			$	37.2
Related income tax benefit	$	5.1			$	8.8			$	11.4

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,	2019			2018			2017
Expected life	4.4 years			5.4 years			5.5 years
Expected volatility	22.0	%		23.0	%		24.5	%
Risk-free interest rate	2.9	%		2.0	%		1.2	%
Dividend yield	0.02	%		0.03	%		0.03	%

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, 2018	1,086,998			$	160.31
Granted	198,232			$	254.77
Exercised	(235,988	)		$	126.23
Forfeited or expired	(24,490	)		$	168.14
Outstanding at October 31, 2019	1,024,752			$	186.24			6.51
Vested and expected to vest at October 31, 2019	982,685			$	184.31			6.42		$	104,843,305
Vested and exercisable at October 31, 2019	335,551			$	145.32			4.98		$	48,882,775

The weighted-average fair value of each option granted during fiscal 2019, estimated as of the grant date using the Black-Scholes option pricing model, for the 2007 LTIP was $60.71. No options were granted under the 2006 Directors Plan in fiscal 2019. The total intrinsic value of options exercised during the fiscal year ended October 31, 2019 was $40.1 million.

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.

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 vested in one year and expire no later than ten years after the grant date. We generally recognize compensation expense ratably 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, 2019, there was $19.9 million of total unrecognized compensation cost related to nonvested options, which is expected to be recognized over a remaining weighted-average vesting period of 3.3 years.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Restricted Stock Units

RSUs granted under the 2007 LTIP generally vest over three to five years. RSUs granted under the 2006 Directors Plan generally vested in one year. 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, 2019, there was $66.1 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, 2018	489,161			$	179.67
Granted	155,310			$	258.37
Vested and issued	(168,294	)		$	168.12
Forfeited or expired	(46,606	)		$	197.51
Non-vested RSUs at October 31, 2019	429,571			$	210.72

Performance Units

Performance units may be 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 2019 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, 2019, there was $0.4 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 1.0 year.

Performance units granted on January 29, 2016 completed their performance period on October 31, 2018 and met 100% of the target.

Employee Stock Purchase Plan

On March 18, 2019, the Company received stockholder approval for the Employee Stock Purchase Plan (“ESPP”). The first offering period is for U.S. employees and is expected to begin on November 4, 2019. The purpose of the ESPP is to provide eligible employees of the Company with the opportunity to acquire shares of common stock at 85% of the market price on the last business day of each offering period by means of accumulated payroll deductions. Payroll deductions will be limited to maximum of 15% of the employee’s eligible compensation, not to exceed $21.3 thousand in any one calendar year. The ESPP would initially authorize the issuance of 1,000,000 shares of common stock. These shares will be made available from shares of common stock reacquired by the Company as Treasury Stock. At October 31, 2019, there were approximately 4.1 million shares of Treasury Stock available.

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, 2019, 2018 and 2017 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, 2019.

Retirement Income Plan

Years Ended October 31,****(In millions)	2019				2018				2017
Change in benefit obligation
Benefit obligation, beginning of year	$	147.1			$	151.7			$	138.9
Service cost	10.1				10.7				10.2
Interest cost	6.1				5.0				4.4
Benefits paid	(10.2		)		(3.7		)		(2.6		)
Actuarial loss (gain)	36.6				(16.6		)		0.8
Benefit obligation, end of year	$	189.7			$	147.1			$	151.7
Change in plan assets
Fair value of plan assets, beginning of year	$	121.0			$	112.8			$	89.2
Actual return on plan assets	12.1				1.9				16.2
Employer contributions	13.1				10.0				10.0
Benefits paid	(10.2		)		(3.7		)		(2.6		)
Fair value of plan assets, end of year	$	136.0			$	121.0			$	112.8
Funded status at end of year	$	(53.7	)		$	(26.1	)		$	(38.9	)

Years Ended October 31,****(In millions)	2019				2018				2017
Amounts recognized in the statement of financial position consist of:
Noncurrent liabilities	(53.7		)		(26.1		)		(38.9		)
Net amount recognized at year end	$	(53.7	)		$	(26.1	)		$	(38.9	)

Years Ended October 31,****(In millions)	2019				2018				2017
Amounts recognized in accumulated other comprehensive income consist of:
Net loss	57.3				24.0				34.9
Accumulated other comprehensive income	$	57.3			$	24.0			$	34.9

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Years Ended October 31,****(In millions)	2019				2018				2017
Information for pension plans with projected benefit obligation in excess of plan assets
Projected benefit obligation	$	189.7			$	147.1			$	151.7
Fair value of plan assets	$	136.0			$	121.0			$	112.8

Years Ended October 31,****(In millions)	2019				2018				2017
Information for pension plans with accumulated benefit obligations in excess of plan assets
Accumulated benefit obligation	$	170.8			$	130.5			$	133.3
Fair value of plan assets	$	136.0			$	121.0			$	112.8

Years Ended October 31,****(In millions)	2019				2018				2017
Reconciliation of prepaid (accrued) pension cost
Accrued pension cost at prior fiscal year end	$	2.2			$	4.0			$	4.0
Net periodic benefit cost	7.2				8.2				10.0
Contributions made during the year	(13.1		)		(10.0		)		(10.0		)
Accrued pension cost at fiscal year end	$	(3.7	)		$	2.2			$	4.0

Years Ended October 31,****(In millions)	2019				2018				2017
Components of net periodic benefit cost and other amounts recognized in (other comprehensive income) the fiscal year
Net periodic benefit cost:
Service cost	$	10.1			$	10.7			$	10.2
Interest cost	6.1				5.0				4.4
Expected return on plan assets	(9.8		)		(9.2		)		(7.3		)
Recognized actuarial loss	0.8				1.7				2.7
Net periodic pension cost	$	7.2			$	8.2			$	10.0

Years Ended October 31,****(In millions)	2019				2018				2017
Other changes in plan assets and benefit obligations recognized in other comprehensive income
Net loss (gain)	34.2				(9.3		)		(8.1		)
Amortizations of net (gain)	(0.8		)		(1.7		)		(2.7		)
Total recognized in other comprehensive income	$	33.4			$	(11.0	)		$	(10.8	)
Total recognized in net periodic benefit cost and other comprehensive income	$	40.6			$	(2.8	)		$	(0.8	)

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Years Ended October 31,	2019			2018			2017
Weighted-average assumptions used in computing the net periodic pension cost and projected benefit obligation at year end:
Discount rate for determining net periodic pension cost:
Projected Benefit Obligation	4.42	%		3.75	%		3.74	%
Service Cost	4.49	%		3.85	%		3.90	%
Interest Cost	4.22	%		3.39	%		3.23	%
Discount rate for determining benefit obligations at year end	3.13	%		4.42	%		3.75	%
Rate of compensation increase for determining expense	4.00	%		4.00	%		4.00	%
Rate of compensation increase for determining benefit obligations at year end	3.60	%		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	10/31/2019			10/31/2018			10/31/2017

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 rated AA or above, 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 4.42%, which is 0.67% more than prior fiscal year, had been used, the projected benefit obligation would have been $158.5 million, and the accumulated benefit obligation would have been $143.7 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 loss of approximately $36.6 million during the year. This loss is the result of assumption changes resulting in a loss of approximately $33.8 million, plus losses of approximately $2.6 million due to demographic experience. The key assumption changes were the decrease in the discount rate (loss of $43.5 million), and a change to the mortality table (gain of $0.4 million), changes to termination rates (gain of $3.9 million), changes to salary increase rates (gain of $1.7 million), addition of assumptions to reflect expected lump sum payments (loss of $0.3 million), and a change in the discount rate methodology (gain of $4.0 million). The primary reasons for demographic losses were salary increases higher than expected, an increase in the number of participants, and the net impact of other demographic changes.

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,	2019			2018			2017
Asset category
Cash and cash equivalents	3.2	%		2.1	%		0.9	%
Corporate common stock	—	%		14.5	%		12.2	%
Equity mutual funds	63.7	%		47.4	%		49.9	%
Hedging Strategy Funds	4.9	%		—	%		—	%
Real estate funds	—	%		2.7	%		2.9	%
Bond mutual funds	28.2	%		33.3	%		34.1	%
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.

As of the measurement date of October 31, 2019, the fair value measurement of plan assets is as follows:

(In millions)	Total				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Asset category
Cash and cash equivalents	$	4.4			$	4.4			$	—			$	—
Equity mutual funds	86.5				86.5				—				—
Hedging Strategy Funds	6.7				6.7				—				—
Bond mutual funds	38.4				15.3				23.1				—
Total	$	136.0			$	112.9			$	23.1			$	—

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 Plan were $13.1 million for fiscal 2019 and, $10.0 million for each of fiscal 2018 and 2017. 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 2020.

Estimated Future Benefit Payments

Years**(In millions)**
2020	$	8.7
2021	$	9.5
2022	$	10.5
2023	$	11.0
2024	$	11.9
2025-2029	$	66.7

Plan Soft Freeze

On June 18, 2019 the Board of Directors of the Company approved a soft freeze of the Plan effective August 1, 2019. The Plan was closed to employees hired on or after August 1, 2019, including former participants or employees rehired on or after August 1, 2019 and employees hired in connection with a stock or asset acquisition, merger or other similar transaction on or after August 1, 2019. Existing employees already covered by the Plan, continue to accrue their benefits. There was no material impact on the Company's results of operations, financial position and cash flows for fiscal 2019.

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 $6.5 million, $5.9 million and $5.2 million for the years ended October 31, 2019, 2018 and 2017, 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:

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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.

At October 31, 2019 and October 31, 2018, the carrying value of cash and cash equivalents, accounts receivable, prepaid expense 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 estimated based on current market rates (Level 2). As of both October 31, 2019 and October 31, 2018, the Company did not have any derivative assets or liabilities, including no interest rate swaps, cross currency swaps or foreign currency forward contracts.

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 of fiscal 2018 was $0. There were no material impairment charges in fiscal 2019.

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. The Company also used fair value measures to allocate goodwill upon the split of our reporting units as discussed in Note 3. Intangible Assets which was considered a Level 3 measurement.

Note 11. Commitments and Contingencies

Lease Commitments

Total minimum annual rental obligations under noncancelable operating and finance leases (substantially all real property or equipment) in force at October 31, 2019, were payable as follows:

(In millions)
2020	$	38.5
2021	34.9
2022	31.2
2023	28.0
2024	26.5
2025 and thereafter	173.6
	$	332.7

Aggregate rental expense for both cancelable and noncancelable contracts amounted to $45.3 million, $38.8 million and $32.2 million in 2019, 2018 and 2017, respectively.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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 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. 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 currently scheduled for February 25, 2020.

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 2019 and 2018. One customer, a CooperVision contact lens distributor, accounted for approximately 10% of our consolidated net revenue in the fiscal 2017.

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

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

(In millions)	2019				2018				2017
CooperVision net sales by category:
Toric lens	$	620.0			$	591.4			$	526.8
Multifocal lens	202.9				196.6				177.2
Single-use sphere lens	568.2				520.1				438.3
Non single-use sphere and other	581.8				573.9				531.8
Total CooperVision net sales	1,972.9				1,882.0				1,674.1
CooperSurgical net sales by category:
Office and surgical products	422.4				400.4				214.7
Fertility	258.1				250.4				250.2
Total CooperSurgical net sales	680.5				650.8				464.9
Total net sales	$	2,653.4			$	2,532.8			$	2,139.0

Information by business segment for each of the years in the three-year period ended October 31, 2019, follows:

(In millions)	CooperVision				CooperSurgical				Corporate				Consolidated
2019
Net sales	$	1,972.9			$	680.5			$	—			$	2,653.4
Operating income (loss)	$	506.4			$	87.9			$	(47.6	)		$	546.7
Interest expense													68.0
Other expense, net													1.3
Income before income taxes													$	477.4
Identifiable assets	$	3,911.6			$	2,189.8			$	173.1			$	6,274.5
Depreciation expense	$	125.8			$	9.0			$	0.2			$	135.0
Amortization expense	$	40.9			$	104.9			$	—			$	145.8
Capital expenditures	$	259.0			$	33.1			$	—			$	292.1
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

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, 2019, follows:

(In millions)	United States				Europe				Rest of World, Other Eliminations & Corporate				Consolidated
2019
Net sales to unaffiliated customers	$	1,211.8			$	854.8			$	586.8			$	2,653.4
Sales between geographic areas	650.7				300.8				(951.5		)		—
Net sales	$	1,862.5			$	1,155.6			$	(364.7	)		$	2,653.4
Operating income	$	83.2			$	29.3			$	434.2			$	546.7
Property, plant and equipment, net	$	626.5			$	358.8			$	146.8			$	1,132.1
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 (loss) income	$	(39.3	)		$	(16.8	)		$	459.2			$	403.1
Property, plant and equipment, net	$	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
Property, plant and equipment, net	$	472.8			$	352.3			$	85.0			$	910.1

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
2019
Net sales	$	628.1			$	654.3			$	679.4			$	691.6
Gross profit	$	418.5			$	432.6			$	450.7			$	455.0
Income before income taxes	$	93.8			$	128.1			$	127.0			$	128.5
Net income attributable to Cooper stockholders	$	103.2			$	122.4			$	120.1			$	121.0
Earnings per share attributable to Cooper stockholders - basic	$	2.09			$	2.48			$	2.43			$	2.44
Earnings per share attributable to Cooper stockholders - diluted	$	2.07			$	2.45			$	2.40			$	2.42
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

THE COOPER COMPANIES, INC. AND SUBSIDIARIES