Document and Entity Information
Document and Entity Information | 3 Months Ended |
Jan. 31, 2016shares | |
Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Jan. 31, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q1 |
Entity Registrant Name | COOPER COMPANIES INC |
Entity Central Index Key | 711,404 |
Current Fiscal Year End Date | --01-31 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 48,391,028 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Income Statement [Abstract] | ||
Net sales | $ 449,641 | $ 445,171 |
Cost of sales | 187,677 | 168,820 |
Gross profit | 261,964 | 276,351 |
Selling, general and administrative expense | 173,604 | 173,535 |
Research and development expense | 14,761 | 16,113 |
Amortization of intangibles | 16,203 | 13,595 |
Operating income | 57,396 | 73,108 |
Interest expense | 5,274 | 3,941 |
Other expense, net | 1,392 | 1,702 |
Income before income taxes | 50,730 | 67,465 |
(Benefit from) provision for income taxes | (1,011) | 5,716 |
Net income | 51,741 | 61,749 |
Less: Income attributable to noncontrolling interests | 385 | 570 |
Net income attributable to Cooper stockholders | $ 51,356 | $ 61,179 |
Earnings per share attributable to Cooper stockholders - basic | $ 1.06 | $ 1.27 |
Earnings per share attributable to Cooper stockholders - diluted | $ 1.05 | $ 1.25 |
Number of shares used to compute earnings per share: | ||
Basic | 48,303 | 48,202 |
Diluted | 48,840 | 49,082 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 51,741 | $ 61,749 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | (113,797) | (113,619) |
Change in value of derivative instruments, net of tax provision $30 in 2015 | 0 | 47 |
Change in minimum pension liability, net of tax | 7 | 7 |
Other comprehensive (loss) | (113,790) | (113,565) |
Comprehensive loss | (62,049) | (51,816) |
Comprehensive loss attributable to noncontrolling interests | 6 | 648 |
Comprehensive loss attributable to Cooper stockholders | $ (62,043) | $ (51,168) |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Change in value of derivative instruments, tax | $ 0 | $ 30 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) $ in Thousands | Jan. 31, 2016 | Oct. 31, 2015 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 16,047 | $ 16,426 |
Trade accounts receivable, net of allowance for doubtful accounts of $7,295 at January 31, 2016 and $5,956 at October 31, 2015 | 278,891 | 282,918 |
Inventories | 430,898 | 419,692 |
Deferred tax assets | 39,717 | 41,731 |
Prepaid expense and other current assets | 78,951 | 80,661 |
Total current assets | 844,504 | 841,428 |
Property, plant and equipment, at cost | 1,647,837 | 1,650,730 |
Less: accumulated depreciation and amortization | 699,663 | 683,633 |
Property, plant and equipment, net | 948,174 | 967,097 |
Goodwill | 2,157,260 | 2,197,077 |
Other intangibles, net | 406,832 | 411,090 |
Deferred tax assets | 6,307 | 4,510 |
Other assets | 38,725 | 38,662 |
Total assets | 4,401,802 | 4,459,864 |
Current liabilities: | ||
Short-term debt | 46,696 | 243,803 |
Accounts payable | 116,430 | 116,912 |
Employee compensation and benefits | 56,408 | 67,373 |
Other current liabilities | 128,435 | 140,694 |
Total current liabilities | 347,969 | 568,782 |
Long-term debt | 1,330,627 | 1,105,408 |
Deferred tax liabilities | 35,597 | 31,016 |
Accrued pension liability and other | 80,883 | 80,754 |
Total liabilities | $ 1,795,076 | $ 1,785,960 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, 10 cents par value, shares authorized: 1,000; zero shares issued or outstanding | $ 0 | $ 0 |
Common stock, 10 cents par value, shares authorized: 120,000; issued 51,681 at January 31, 2016 and 51,558 at October 31, 2015 | 5,168 | 5,156 |
Additional paid-in capital | 1,431,027 | 1,434,705 |
Accumulated other comprehensive loss | (305,433) | (191,643) |
Retained earnings | 1,829,344 | 1,779,440 |
Treasury stock at cost: 3,290 shares at January 31, 2016 and 3,290 shares at October 31, 2015 | (360,149) | (360,149) |
Total Cooper stockholders' equity | 2,599,957 | 2,667,509 |
Noncontrolling interests | 6,769 | 6,395 |
Stockholders’ equity | 2,606,726 | 2,673,904 |
Total liabilities and stockholders' equity | $ 4,401,802 | $ 4,459,864 |
Consolidated Condensed Balance6
Consolidated Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jan. 31, 2016 | Oct. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, allowance for doubtful accounts | $ 7,295 | $ 5,956 |
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares, issued | 51,681,000 | 51,558,000 |
Treasury stock, shares | 3,290,000 | 3,290,000 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 51,741 | $ 61,749 |
Depreciation and amortization | 53,455 | 42,884 |
Decrease in operating capital | (30,386) | (56,157) |
Other non-cash items | 14,729 | 31,365 |
Net cash provided by operating activities | 89,539 | 79,841 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (45,156) | (64,995) |
Acquisitions of businesses, net of cash acquired, and other | (60,872) | (204) |
Net cash used in investing activities | (106,028) | (65,199) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 367,300 | 240,600 |
Repayments of long-term debt | (338,500) | (218,800) |
Net repayments of short-term debt | (678) | (10,684) |
Repurchase of common stock | 0 | (15,996) |
Net payments related to share-based compensation awards | (10,947) | (10,770) |
Excess tax benefit from share-based compensation awards | 584 | 0 |
Purchase of shares from noncontrolling interests | 0 | (2,015) |
Distributions to noncontrolling interests | 0 | (394) |
Payment of contingent consideration | 0 | (2,407) |
Proceeds from construction allowance | 0 | 219 |
Net cash provided by (used in) financing activities | 17,759 | (20,247) |
Effect of exchange rate changes on cash and cash equivalents | (1,649) | (3,189) |
Net decrease in cash and cash equivalents | (379) | (8,794) |
Cash and cash equivalents - beginning of period | 16,426 | 25,222 |
Cash and cash equivalents - end of period | $ 16,047 | $ 16,428 |
General
General | 3 Months Ended |
Jan. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General The Cooper Companies, Inc. (Cooper, we or the Company) is a global medical device company publicly traded on the NYSE Euronext (NYSE: COO). Cooper is dedicated to being A Quality of Life Company TM with a focus on delivering shareholder value. Cooper operates through our business units, CooperVision and CooperSurgical. • CooperVision develops, manufactures and markets a broad range of soft contact lenses for the worldwide vision correction market. • CooperSurgical develops, manufactures and markets medical devices and procedure solutions to improve healthcare delivery to women. The unaudited consolidated condensed financial statements presented in this report contain all adjustments necessary to present fairly Cooper’s consolidated condensed financial position at January 31, 2016 and October 31, 2015 , the consolidated results of its operations for the three months ended January 31, 2016 and 2015 and its consolidated condensed cash flows for the three months ended January 31, 2016 and 2015 . Most of these adjustments are normal and recurring. However, certain adjustments associated with acquisitions are of a nonrecurring nature. Readers should not assume that the results reported here either indicate or guarantee future performance. During interim periods, we follow the accounting policies described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2015 . Please refer to this when reviewing this Quarterly Report on Form 10-Q. Management estimates and judgments are an integral part of financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). We believe that the critical accounting policies listed below address the more significant estimates required of Management when preparing our consolidated financial statements in accordance with GAAP. We consider an accounting estimate critical if changes in the estimate may have a material impact on our financial condition or results of operations. We believe that the accounting 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 critical to aid in fully understanding and evaluating our reported financial results are: • Revenue recognition • Net realizable value of inventory • Valuation of goodwill • Business combinations • Income taxes • Share-based compensation During the fiscal first three months of 2016 , there were no significant changes in our estimates and critical accounting policies. Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended October 31, 2015 , for a more complete discussion of our estimates and critical accounting policies. Accounting Pronouncements Issued Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-01 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 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. The amendments in the ASU are effective for the Company in our fiscal year and interim periods beginning on November 1, 2019. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 sets forth a new revenue recognition model that requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. The amendments in the ASU can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the update recognized at the date of the initial application along with additional disclosures. We are currently evaluating the impact of ASU 2014-09, which is effective for the Company in our fiscal year beginning on November 1, 2018. Accounting Pronouncements Recently Adopted In April 2015, the FASB issued Accounting Standards Update (ASU) 2015-03, Interest - Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. We elected to early adopt this guidance as a change in accounting principle on a retrospective basis in the fiscal first quarter ended January 31, 2016. As of January 31, 2016 and October 31, 2015, we have presented debt issuance costs related to our term loans, previously reported in other assets, as direct deductions from the carrying amount of the debt liability. We also presented the debt issuance costs related to our revolving credit facility as a deferred asset within other assets, as is permitted by ASU 2015-15, Imputation of Interest , which was issued in August 2015. Such adoption did not have a material impact to our consolidated financial position. |
Acquisitions
Acquisitions | 3 Months Ended |
Jan. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On December 17, 2015 , we completed the acquisition of Research Instruments Limited, a manufacturer and supplier of in vitro fertilization (IVF) medical devices and systems headquartered in Cornwall, United Kingdom. The fair value of the consideration transferred for the acquisition was approximately $53.1 million in cash, $49.5 million net of cash acquired. We believe this acquisition strengthens our IVF business through the addition of several products, including consumables, software and hardware. Our preliminary allocation of the fair value of the purchase price includes $10.3 million in identifiable intangible assets, consisting of $6.2 million in developed technology, $2.2 million of trade names and $1.9 million for customer relationships; $35.0 million in goodwill; and $7.8 million in identifiable net assets. The pro forma results of operations have not been presented because the effects of the business combination described above was not material to our consolidated results of operations. |
Restructuring and Integration C
Restructuring and Integration Costs | 3 Months Ended |
Jan. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Integration Costs | Restructuring and Integration Costs 2014 Sauflon Integration Plan During the fiscal fourth quarter of 2014, in connection with the Sauflon acquisition, our CooperVision business unit initiated restructuring and integration activities to optimize operational synergies of the combined companies. These activities include workforce reductions, consolidation of duplicative facilities and product rationalization. We estimate that the total restructuring costs under this plan will be $112.0 million . As of our fiscal first quarter of 2016, we are substantially complete with activities related to operating expenses, and we expect to incur costs related to the manufacturing activities through the end of fiscal 2016. These costs include approximately $89.0 million associated with assets, including product rationalization and related equipment disposals and accelerated depreciation, about $19.0 million associated with employee termination costs and about $4.0 million associated with facility lease termination costs. In the fiscal first quarter of 2016, we recorded in cost of sales $10.5 million of expense, arising from production-related asset disposals and accelerated depreciation on equipment, primarily related to our hydrogel lenses, based on our review of products, materials and manufacturing processes of Sauflon; and we reduced in cost of sales, the accrued employee termination costs by $0.2 million . In the fiscal first quarter of 2016, we recorded in selling, general and administrative expense $0.1 million , of employee termination costs and $0.3 million of expense for lease termination costs. We also recorded in research and development expense $0.1 million of employee termination costs. In addition, CooperVision incurred $7.9 million of integration costs in the fiscal first quarter of 2016, included in operating expenses. In the fiscal first quarter of 2015, we recorded restructuring charges of $8.7 million for product rationalization, including production-related asset disposals and accelerated depreciation on equipment, primarily related to our hydrogel lenses, based on our review of products, materials and manufacturing processes of Sauflon; and $0.1 million for employee termination costs. The product rationalization charges were recorded in cost of sales and the employee termination costs were recorded in research and development expense. In addition, Coopervision incurred $5.9 million of integration costs included in operating expenses. A summary of the cumulative total restructuring costs by major component recognized to date as of January 31, 2016 , is as follows: (In millions) Employee-related Facilities-related Product Rationalization Total Amounts incurred in: Year ended October 31, 2014 $ 20.3 $ 0.5 $ 15.3 $ 36.1 Year ended October 31, 2015 (2.5 ) 0.4 57.7 55.6 Three months ended January 31, 2016 — 0.3 10.5 10.8 Cumulative amounts incurred as of January 31, 2016 $ 17.8 $ 1.2 $ 83.5 $ 102.5 The following table summarizes the restructuring activities by major component for the fiscal year ended October 31, 2015 and the three months ended January 31, 2016 : (In millions) Employee-related Facilities-related Product Rationalization Total Balance at October 31, 2014 $ 19.9 $ 0.5 $ — $ 20.4 (Reductions) additions during fiscal 2015 (2.5 ) 0.4 57.7 55.6 Payments during the fiscal year (9.0 ) (0.4 ) — (9.4 ) Non-cash adjustments (a) (b) 0.2 (0.2 ) (57.7 ) (57.7 ) Balance as of October 31, 2015 8.6 0.3 — 8.9 Additions during three months ended January 31, 2016 — 0.3 10.5 10.8 Payments during the three months ended January 31, 2016 (3.0 ) (0.1 ) — (3.1 ) Non-cash adjustments (a) (b) (0.2 ) — (10.5 ) (10.7 ) Balance as of January 31, 2016 $ 5.4 $ 0.5 $ — $ 5.9 (a) Non-cash adjustments for employee-related and facilities-related costs represent currency translation adjustment. (b) Non-cash adjustments for product rationalization represent equipment disposals, inventory write-offs and accelerated depreciation. |
Inventories
Inventories | 3 Months Ended |
Jan. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories (In millions) January 31, 2016 October 31, 2015 Raw materials $ 87.0 $ 80.9 Work-in-process 14.2 14.5 Finished goods 329.7 324.3 $ 430.9 $ 419.7 Inventories are stated at the lower of cost or market. Cost is computed using standard cost that approximates actual cost, on a first-in, first-out basis. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Jan. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Goodwill (In millions) CooperVision CooperSurgical Total Balance as of October 31, 2014 $ 1,861.5 $ 359.4 $ 2,220.9 Net (reductions) additions during the year ended October 31, 2015 (1.2 ) 17.4 16.2 Translation (32.7 ) (7.3 ) (40.0 ) Balance as of October 31, 2015 1,827.6 369.5 2,197.1 Net additions during the three-month period ended January 31, 2016 0.1 35.8 35.9 Translation (72.8 ) (2.9 ) (75.7 ) Balance as of January 31, 2016 $ 1,754.9 $ 402.4 $ 2,157.3 We performed our annual impairment assessment in our fiscal third quarter of 2015, and our analysis indicated that we had no impairment of goodwill. As described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2015, we will continue to monitor conditions and changes which could indicate that our recorded goodwill may be impaired. Other Intangible Assets As of January 31, 2016 As of October 31, 2015 (In millions) Gross Carrying Amount Accumulated Amortization & Translation Gross Carrying Amount Accumulated Amortization & Translation Trademarks $ 25.7 $ 4.8 $ 23.7 $ 4.4 Technology 330.0 120.4 318.9 114.7 Customer relationships 244.9 108.0 247.0 104.5 License and distribution rights and other 67.9 28.5 71.7 26.6 668.5 $ 261.7 661.3 $ 250.2 Less: accumulated amortization and translation 261.7 250.2 Other intangible assets, net $ 406.8 $ 411.1 We estimate that amortization expense for our existing other intangible assets at January 31, 2016 , will be $56.7 million in fiscal 2016, $51.2 million in fiscal 2017, $49.3 million in fiscal 2018, $46.7 million in fiscal 2019 and $36.4 million in fiscal 2020. |
Debt
Debt | 3 Months Ended |
Jan. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt (In millions) January 31, 2016 October 31, 2015 Short-term: Overdraft and other credit facilities $ 39.6 $ 240.4 Current portion of long-term debt 7.5 3.8 Less: unamortized debt issuance cost on term loans (0.4 ) (0.4 ) $ 46.7 $ 243.8 Long-term: Credit agreement $ 137.8 $ 109.0 Term loans 992.5 996.3 Other 200.6 0.5 Less: unamortized debt issuance cost on term loans (0.3 ) (0.4 ) $ 1,330.6 $ 1,105.4 On March 1, 2016 , subsequent to the end of the fiscal first quarter of 2016, we entered into a new syndicated Revolving Credit and Term Loan Agreement with Keybank as administrative agent. The new agreement replaces the Credit Agreement described below and funds from the new term loan were used to repay the $200.0 million outstanding principal amount of the two uncommitted revolving lines of credit, entered into on March 24, 2015 and the outstanding amounts under the previous Credit Agreement. The revolving lines of credit entered into on March 24, 2015 are presented as long-term debt at January 31, 2016 due to our intent and ability to repay the outstanding principal amount utilizing the new Revolving Credit and Term Loan Agreement. We also entered into amendment and restatement agreements for both of the term loans described below to, among other things, conform certain restrictive covenants to the new agreement. For more information, please see Note 15 for our subsequent event disclosure in these notes to consolidated condensed financial statements and Outlook in management's discussion and analysis of financial condition and results of operations. Credit Agreement On May 31, 2012, Cooper entered into an amendment to our Credit Agreement, dated as of January 12, 2011 , by and among the Company, CooperVision International Holding Company, LP, the lenders party thereto and KeyBank National Association, as administrative agent. The Credit Agreement, as amended, provides for a multicurrency revolving credit facility in an aggregate commitment amount of $1.0 billion and the aggregate commitment amount under the revolving facility may be increased, upon written request by Cooper, by $500.0 million . The amended Credit Agreement has a termination date of May 31, 2017 . In connection with the Sauflon acquisition, on June 30, 2014, we entered into an amendment (Credit Agreement Amendment) to the Credit Agreement, dated as of January 12, 2011 , as amended, by and among (i) the Company, (ii) CooperVision International Holding Company, LP, an indirect subsidiary of the Company, (iii) the lenders from time to time party thereto and (iv) Keybank National Association, as administrative agent. The Credit Agreement Amendment modifies certain provisions of the Credit Agreement to, among other things, amend certain restrictive covenants and related definitions to allow for certain indebtedness, investments, guaranty obligations, acquisitions, intercompany loans, capital distributions and dispositions of assets made or to be made in connection with the acquisition. The commitment fee rate ranges between 0.100% and 0.275% of the unused portion of the revolving facility based on a pricing grid tied to our Total Leverage Ratio (as defined below and in the Credit Agreement). The applicable margin rates on loans outstanding under the Credit Agreement will bear interest based, at our option, on either the base rate or the adjusted Eurodollar rate (currently referred to as LIBOR) or adjusted foreign currency rate (each as defined in the amended Credit Agreement), plus an applicable margin of between 0.00% and 0.75% in respect of base rate loans and between 1.00% and 1.75% in respect of adjusted Eurodollar rate or adjusted foreign currency rate loans, in each case in accordance with a pricing grid tied to our Total Leverage Ratio, as defined in the Credit Agreement. In addition to the annual commitment fee, we are also required to pay certain letter of credit and related fronting fees and other administrative fees pursuant to the terms of the Credit Agreement. The Credit Agreement is not secured by any of the Company's, or any of its subsidiaries’, assets. All obligations under the Credit Agreement will be guaranteed by each of our existing and future direct and indirect material domestic subsidiaries. Pursuant to the terms of the Credit Agreement and the term loans discussed below, we are also required to maintain specified financial ratios: • The ratio of Consolidated Proforma EBITDA to Consolidated Interest Expense (as defined, Interest Coverage Ratio) be at least 3.00 to 1.00 at all times. • The ratio of Consolidated Funded Indebtedness to Consolidated Proforma EBITDA (as defined, Total Leverage Ratio) be no higher than 3.75 to 1.00. At January 31, 2016 , we were in compliance with the Interest Coverage Ratio at 29.09 to 1.00 and the Total Leverage Ratio at 2.41 to 1.00. At January 31, 2016 , we had $862.0 million available under the Credit Agreement. Uncommitted Revolving Lines of Credit on March 24, 2015 On March 24, 2015 , we entered into uncommitted line of credit agreements with TD Bank, N.A. and Santander Bank, N.A. These lines of credit have a termination date of March 24, 2016 , and each provide revolving loan amounts to Cooper of up to $100.0 million , at the lender's option, with maturity dates of up to ninety days from the loan origination date. Amounts outstanding under these agreements will bear interest at a rate equal to LIBOR for the period plus, 0.90% , payable in arrears on the last day of the period, as defined in the agreements. At January 31, 2016 , we had $200.0 million outstanding under these agreements and they are presented as long-term debt at January 31, 2016 due to our intent and ability to repay the outstanding principal amount utilizing the new Revolving Credit and Term Loan Agreement. $300.0 million Term Loan on September 12, 2013 On September 12, 2013 , the Company entered into a five -year, $300.0 million , senior unsecured term loan agreement by and among the Company; the lenders party thereto and KeyBank National Association, as administrative agent. This syndicated credit facility, as subsequently amended, will mature on September 12, 2018 , and will be subject to amortization of principal of 5% per annum payable quarterly beginning October 31, 2016 , with the balance payable at maturity. Amounts outstanding under this term loan agreement will bear interest, at the Company's option, at either the base rate, which is a rate per annum equal to the greatest of (a) KeyBank's prime rate , (b) 0.5% in excess of the federal funds effective rate and (c) 1% in excess of the adjusted Eurodollar rate (currently referred to as LIBOR) for a one-month interest period on such day, or the adjusted Eurodollar rate, plus, in each case, an applicable margin. The applicable margins will be determined quarterly by reference to a grid based upon the Company's Total Leverage Ratio, as defined in the term loan agreement, and consistent with the revolving Credit Agreement discussed above. This 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 agreement, consistent with the revolving Credit Agreement discussed above. The agreement also contains customary events of default, the occurrence of which would permit the Administrative Agent to declare the principal, accrued interest and other obligations of the Company under the agreement to be immediately due and payable. In connection with the Sauflon acquisition, on June 30, 2014, we entered into an amendment to this term loan agreement, dated as of September 12, 2013 , by and among (i) the Company, (ii) the lenders from time to time party thereto and (iii) KeyBank National Association, as administrative agent. This term loan amendment modifies certain provisions of the term loan agreement to, among other things, amend certain restrictive covenants and related definitions to allow for certain indebtedness, investments, guaranty obligations, acquisitions, intercompany loans, capital distributions and dispositions of assets made or to be made in connection with the acquisition. On August 4, 2014, we entered into Amendment No. 2 to this term loan agreement, dated as of September 12, 2013 , as amended by Amendment No. 1 dated as of June 30, 2014, by and among the Company, the lenders party thereto and KeyBank National Association, as administrative agent. The term loan amendment modifies certain provisions of the term loan agreement to remove the call premium related to prepayments and/or refinancing of the term loan agreement, effective August 4, 2014. At January 31, 2016 , we had $300.0 million outstanding under the Term Loan. $700.0 million Term Loan on August 4, 2014 On August 4, 2014 , we entered into a three -year, $700.0 million , senior unsecured term loan agreement by and among the Company, the lenders party thereto and KeyBank National Association as administrative agent. This syndicated credit facility will mature and the balance is payable on August 4, 2017 . There is no amortization of principal and we may prepay loan balances from time to time, in whole or in part, without premium or penalty. Amounts outstanding under this term loan agreement will bear interest, at the Company’s option, at either the base rate, which is a rate per annum equal to the greatest of (a) KeyBank’s prime rate, (b) 0.5% in excess of the federal funds effective rate and (c) 1% in excess of the adjusted Eurodollar rate (currently referred to as LIBOR) for a one-month interest period on such day, or the adjusted Eurodollar rate, plus, in each case, an applicable margin. The applicable margins will be determined quarterly by reference to a grid based upon the Company’s Total Leverage Ratio, as defined in the term loan agreement and consistent with the revolving Credit Agreement discussed above. This 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 agreement, and consistent with the revolving Credit Agreement as discussed above. This term loan agreement also contains customary events of default, the occurrence of which would permit the Administrative Agent to declare the principal, accrued interest and other obligations of the Company under the agreement to be immediately due and payable. In August 2014, we utilized this facility to fund the acquisition of Sauflon, as well as to provide working capital and for general corporate purposes. At January 31, 2016 , we had $700.0 million outstanding under this term loan. |
Income Taxes
Income Taxes | 3 Months Ended |
Jan. 31, 2016 | |
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] | |
Income Taxes | Income Taxes Our effective tax rate (ETR) (provision for income taxes divided by pretax income) for the fiscal first quarter of 2016 was a benefit of 2.0% . Our year-to-date results reflect the projected fiscal year ETR, plus any discrete items. The ETR used to record the provision for income taxes for the fiscal first quarter of 2015 was 8.5% . The decrease in the effective tax rate in the fiscal first quarter of 2016 was primarily due to a release of reserves associated with a prior year tax filing, a statutory tax rate reduction in the United Kingdom and the retroactive extension of the R&D tax credit. We recognize the benefit from a tax position only if it is more likely than not that the position would be sustained upon audit based solely on the technical merits of the tax position. At November 1, 2015, Cooper had unrecognized tax benefits of which, if recognized, $29.4 million would impact our ETR. For the three -month period ended January 31, 2016 , there were no material changes to the total amount of unrecognized tax benefits. Interest and penalties of $3.7 million have been reflected as a component of the total liability at November 1, 2015. It is our policy to recognize the items of interest and penalties directly related to income taxes as additional income tax expense. Included in the balance of unrecognized tax benefits at November 1, 2015, is $10.0 million related to tax positions for which it is reasonably possible that the total amounts could significantly change during the next twelve months. This amount represents a decrease in unrecognized tax benefits related to expiring statutes in various jurisdictions worldwide and relates primarily to transfer pricing matters. At January 31, 2016, the tax years for which Cooper remains subject to United States Federal income tax assessment upon examination are 2014 through 2015. Cooper remains subject to income tax examinations in other significant tax jurisdictions including the United Kingdom, Japan, France and Australia for the tax years 2012 through 2015. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Jan. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Three Months Ended January 31, (In millions, except per share amounts) 2016 2015 Net income attributable to Cooper stockholders $ 51.4 $ 61.2 Basic: Weighted average common shares 48.3 48.2 Basic earnings per common share attributable to Cooper stockholders $ 1.06 $ 1.27 Diluted: Weighted average common shares 48.3 48.2 Effect of potential dilutive common shares 0.5 0.9 Diluted weighted average common shares 48.8 49.1 Diluted earnings per common share attributable to Cooper stockholders $ 1.05 $ 1.25 The following table sets forth stock options to purchase Cooper’s 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: Three Months Ended January 31, (In thousands, except exercise prices) 2016 2015 Numbers of stock option shares excluded 534 123 Range of exercise prices $131.60-$162.69 $ 162.28 Numbers of restricted stock units excluded 6 — |
Share-Based Compensation Plans
Share-Based Compensation Plans | 3 Months Ended |
Jan. 31, 2016 | |
Share-based Compensation [Abstract] | |
Share-Based Compensation Plans | Share-Based Compensation Plans Cooper has several share-based compensation plans that are described in the Company’s Annual Report on Form 10‑K for the fiscal year ended October 31, 2015 . The compensation expense and related income tax benefit recognized in our consolidated condensed financial statements for share-based awards were as follows: Three Months Ended January 31, (In millions) 2016 2015 Selling, general and administrative expense $ 5.8 $ 9.7 Cost of sales 0.5 0.8 Research and development expense 0.4 0.2 Total share-based compensation expense $ 6.7 $ 10.7 Related income tax benefit $ 2.0 $ 3.4 We capitalized share-based compensation expense as part of the cost of inventory in the amounts of $0.5 million during the three months ended January 31, 2016 and $0.8 million during the three months ended January 31, 2015 . |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Jan. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Analysis of Changes in Accumulated Other Comprehensive Income (Loss): (In millions) Foreign Currency Translation Adjustment Change in Value of Derivative Instruments Minimum Pension Liability Total Balance at October 31, 2015 $ (171.8 ) $ — $ (19.8 ) $ (191.6 ) Gross change in value for the period (113.8 ) — — (113.8 ) Tax effect for the period — — — — Balance at January 31, 2016 $ (285.6 ) $ — $ (19.8 ) $ (305.4 ) Balance at October 31, 2014 $ (92.4 ) $ (0.1 ) $ (13.7 ) $ (106.2 ) Gross change in value for the period (113.6 ) — — (113.6 ) Reclassification adjustments for loss realized in net income — 0.1 — 0.1 Tax effect for the period — — — — Balance at January 31, 2015 $ (206.0 ) $ — $ (13.7 ) $ (219.7 ) Share Repurchases In December 2011, our Board of Directors authorized the 2012 Share Repurchase Program and subsequently amended the total repurchase authorization to $500.0 million of the Company’s common stock. This 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. We did not repurchase shares in the fiscal first quarter of 2016. In the fiscal first quarter of 2015, we repurchased 100 thousand shares of the Company’s common stock for $16.0 million , at an average purchase price of $159.96 per share. At January 31, 2016 , approximately $118.4 million remains authorized for repurchase under the program. Dividends We paid a semiannual dividend of approximately $1.4 million or 3 cents per share on February 9, 2016, to stockholders of record on January 22, 2016 . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Jan. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements At January 31, 2016 and October 31, 2015 , 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. Assets and liabilities are measured and reported at fair value per related accounting standards that define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. An asset’s or liability’s level is based on the lowest level of input that is significant to the fair value measurement. Assets and liabilities carried at fair value are valued and disclosed in one of the following three levels of the valuation hierarchy: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions. We believe that the balances of our revolving debt and term loans approximated their fair values as of January 31, 2016 and October 31, 2015 and are categorized as Level 2 of the fair value hierarchy. The Company has derivative assets and liabilities that may include interest rate swaps, cross currency swaps and foreign currency forward contracts. The impact of the counterparty’s creditworthiness when in an asset position and Cooper’s creditworthiness when in a liability position has also been factored into the fair value measurement of the derivative instruments. Both the counterparty and Cooper are expected to continue to perform under the contractual terms of the instruments. We may use interest rate swaps to maintain our desired mix of fixed-rate and variable-rate debt. The swaps exchange fixed and variable rate payments without exchanging the notional principal amount of the debt. We generally have elected to use the income approach to value the derivatives using observable Level 2 market expectations at the measurement date and standard valuation techniques to convert future amounts to a single present amount assuming that participants are motivated but not compelled to transact. Level 2 inputs are limited to quoted prices for similar assets or liabilities in active markets, specifically Eurodollar futures contracts up to three years, and inputs other than quoted prices that are observable for the asset or liability - specifically LIBOR cash and swap rates and credit risk at commonly quoted intervals. Mid-market pricing may be used as a practical expedient for fair value measurements. We may use foreign exchange forward contracts to minimize, to the extent reasonable and practical, our exposure to the impact of foreign currency fluctuations. We have elected to use the income approach to value the derivatives using observable Level 2 market expectations at the measurement date and standard valuation techniques to convert future amounts to a single present amount assuming that participants are motivated but not compelled to transact. Level 2 inputs for the valuations are limited to quoted prices for similar assets or liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability - specifically LIBOR cash rates, credit risk at commonly quoted intervals, foreign exchange spot rates and forward points. Mid-market pricing is used as a practical expedient for fair value measurements. The following table sets forth our financial assets and liabilities that were measured at fair value on a recurring basis using Level 2 inputs during the fiscal first three months of 2016 , within the fair value hierarchy at January 31, 2016 , and fiscal year 2015 , within the fair value hierarchy at October 31, 2015 : (In millions) January 31, 2016 October 31, 2015 Assets: Foreign exchange contracts $ 1.0 $ 1.3 Liabilities: Foreign exchange contracts $ 1.6 $ 0.4 |
Employee Benefits
Employee Benefits | 3 Months Ended |
Jan. 31, 2016 | |
General Discussion of Pension and Other Postretirement Benefits [Abstract] | |
Employee Benefits | Employee Benefits Cooper’s Retirement Income Plan (Plan), a defined benefit plan, covers substantially all full-time United States employees. Our 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. Our results of operations for the three months ended January 31, 2016 and 2015 reflect the following components of net periodic pension costs: Three Months Ended January 31, (In millions) 2016 2015 Service cost $ 2.3 $ 2.0 Interest cost 1.2 1.1 Expected returns on assets (1.6 ) (1.5 ) Amortization of prior service cost — — Recognized net actuarial loss 0.4 0.2 Net periodic pension cost $ 2.3 $ 1.8 We did not contribute to the Plan in the fiscal first quarters of 2016 and 2015 and we expect to contribute $10.0 million during fiscal 2016. The expected rate of return on plan assets for determining net periodic pension cost is 8% . |
Contingencies
Contingencies | 3 Months Ended |
Jan. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies In July 2015, CooperVision made a one-time lump sum payment to JJVC of $17.0 million to settle their existing patent disputes. The settlement included worldwide, non-exclusive, perpetual and royalty-free cross-licenses between the parties to certain patents. The settlement also included reciprocal covenants not to sue on those patents which were not licensed with respect to each party’s current, core commercialized product offerings, including all silicone hydrogel lenses. Neither party admitted any liability as part of the settlement. 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. CooperVision denies the allegations and intends to defend the actions vigorously. We are not in a position to assess whether any loss or adverse effect on our financial condition is probable or remote or to estimate the range of potential loss, if any. |
Business Segment Information
Business Segment Information | 3 Months Ended |
Jan. 31, 2016 | |
Segment Reporting [Abstract] | |
Business Segment Information | 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. Identifiable assets are those used in continuing operations except cash and cash equivalents, which we include as corporate assets. Long-lived assets are property, plant and equipment. Segment information: Three Months Ended January 31, (In millions) 2016 2015 CooperVision net sales by category: Toric lens $ 107.5 $ 108.5 Multifocal lens 40.3 42.5 Single-use sphere lens 90.8 84.2 Non single-use sphere and other 125.7 134.1 Total CooperVision net sales 364.3 369.3 CooperSurgical net sales 85.3 75.8 Total net sales $ 449.6 $ 445.2 Operating income (loss): CooperVision $ 52.8 $ 73.2 CooperSurgical 15.5 13.2 Corporate (10.9 ) (13.3 ) Total operating income 57.4 73.1 Interest expense 5.3 3.9 Other expense, net 1.4 1.7 Income before income taxes $ 50.7 $ 67.5 (In millions) January 31, 2016 October 31, 2015 Identifiable assets: CooperVision $ 3,607.1 $ 3,714.6 CooperSurgical 723.7 674.8 Corporate 71.0 70.5 Total $ 4,401.8 $ 4,459.9 Geographic information: Three Months Ended January 31, (In millions) 2016 2015 Net sales to external customers by country of domicile: United States $ 206.8 $ 203.9 Europe 157.0 159.1 Rest of world 85.8 82.2 Total $ 449.6 $ 445.2 (In millions) January 31, 2016 October 31, 2015 Long-lived assets by country of domicile: United States $ 497.9 $ 494.2 Europe 383.8 407.9 Rest of world 66.5 65.0 Total $ 948.2 $ 967.1 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Jan. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event Entry into Revolving Credit and Term Loan Agreement dated March 1, 2016 On March 1, 2016 , subsequent to the end of the fiscal first quarter of 2016, we entered into a new Revolving Credit and Term Loan Agreement (2016 Credit Agreement), among the Company, CooperVision International Holding Company, LP, the lenders from time to time 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 and a term loan facility in the aggregate principal amount of $830.0 million , each of which, unless terminated earlier, mature on March 1, 2021. In addition, we have the ability from time to time to request an increase to the size of the revolving credit facility or establish one or more new term loans under the term loan facility in an aggregate amount up to $750.0 million , subject to the discretionary participation of the lenders. The 2016 Credit Agreement replaces our previous Credit Agreement that was entered into on January 12, 2011, and we terminated the Credit Agreement on March 1, 2016. In connection with the termination, all borrowings outstanding under the Credit Agreement were repaid and all letters of credit outstanding were transferred to the 2016 Credit Agreement. We did not incur any termination or prepayment penalties with respect to replacing the Credit Agreement. Concurrently, we used funds from the new term loan to repay the $200.0 million outstanding principal amount of the two uncommitted revolving lines of credit, entered into on March 24, 2015 and the outstanding amounts under the previous Credit Agreement. We may also use funds from the new term loan to repay outstanding amounts under the term loan entered into on August 4, 2014 and for general corporate purposes Amounts outstanding under the new credit facility will bear interest, at our option, at either the base rate, which is a rate per annum equal to the greatest of (a) KeyBank’s prime rate, (b) 0.5% in excess of the federal funds effective rate and (c) 1% in excess of the adjusted LIBO rate for a one month interest period on such day, or the adjusted LIBO rate or adjusted foreign currency rate, plus, in each case, an applicable rate of, initially, 50 basis points, in respect of base rate loans and 150 basis points, in respect of adjusted LIBO rate or adjusted foreign currency rate loans. Following a specified period after the closing date, the applicable rates will be determined quarterly by reference to a grid based upon our ratio of consolidated net indebtedness to consolidated pro forma EBITDA, as defined in the 2016 Credit Agreement. During the term of the revolving credit facility, we may borrow, repay and re-borrow amounts available under the revolving credit facility, subject to voluntary reduction of the revolving commitment. We pay an annual commitment fee that ranges from 0.125% to 0.25% of the unused portion of the revolving credit facility depending on certain financial ratios. In addition to the annual commitment fee described above, we are also required to pay certain letter of credit and related fronting fees and other administrative fees pursuant to the terms of the 2016 Credit Agreement. This new credit facility is not secured by any of the Company's, or any of its subsidiaries’ (including CooperVision International Holding Company’s), assets. All obligations under the new credit facility will be guaranteed by each of the Company’s existing and future direct and indirect domestic material subsidiaries, as defined in the 2016 Credit Agreement. CooperVision International Holding Company is responsible only for its own obligations, if any, under the new credit facility and does not guarantee any of the Company’s obligations under the new credit facility. The new credit facility is not subject to amortization and is not subject to mandatory prepayments prior to maturity. We may prepay loan balances from time to time, in whole or in part, without premium or penalty (other than any related breakage costs). 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. The 2016 Credit Agreement also contains customary events of default, the occurrence of which would permit KeyBank as the administrative agent to declare the principal, accrued interest and other obligations under the agreement to be immediately due and payable. Amendment and Restatement of Existing Term Loan Agreements $300.0 million Term Loan on September 12, 2013 On March 1, 2016, we entered into an Amendment and Restatement Agreement (Amended and Restated 2013 Term Loan) to amend and restate in its entirety the Term Loan Agreement, dated as of September 12, 2013, as amended by Amendment No. 1 dated as of June 30, 2014, Amendment No. 2 dated as of August 4, 2014 and Amendment No. 3 dated as of August 21, 2015 (2013 Term Loan Agreement), by and among the Company, the lenders party thereto, and KeyBank National Association, as administrative agent. The Amended and Restated 2013 Term Loan modifies certain provisions of the 2013 Term Loan Agreement to, among other things, conform certain restrictive covenants and events of default to the restrictive covenants and events of default contained in our new 2016 Credit Agreement. $700.0 million Term Loan on August 4, 2014 On March 1, 2016, we entered into an Amendment and Restatement Agreement (Amended and Restated 2014 Term Loan) to amend and restate in its entirety the Term Loan Agreement, dated as of August 4, 2014, as amended by Amendment No. 1 dated as of August 21, 2015 (2014 Term Loan Agreement), by and among the Company, the lenders party thereto, and KeyBank National Association, as administrative agent. The Amended and Restated 2014 Term Loan modifies certain provisions of the 2014 Term Loan Agreement to, among other things, conform certain restrictive covenants and events of default to the restrictive covenants and events of default contained in our new 2016 Credit Agreement. |
General (Policies)
General (Policies) | 3 Months Ended |
Jan. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounting Pronouncements Issued Not Yet Adopted and Accounting Pronouncements Recently Adopted | Accounting Pronouncements Issued Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-01 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 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. The amendments in the ASU are effective for the Company in our fiscal year and interim periods beginning on November 1, 2019. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 sets forth a new revenue recognition model that requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. The amendments in the ASU can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the update recognized at the date of the initial application along with additional disclosures. We are currently evaluating the impact of ASU 2014-09, which is effective for the Company in our fiscal year beginning on November 1, 2018. Accounting Pronouncements Recently Adopted In April 2015, the FASB issued Accounting Standards Update (ASU) 2015-03, Interest - Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. We elected to early adopt this guidance as a change in accounting principle on a retrospective basis in the fiscal first quarter ended January 31, 2016. As of January 31, 2016 and October 31, 2015, we have presented debt issuance costs related to our term loans, previously reported in other assets, as direct deductions from the carrying amount of the debt liability. We also presented the debt issuance costs related to our revolving credit facility as a deferred asset within other assets, as is permitted by ASU 2015-15, Imputation of Interest , which was issued in August 2015. Such adoption did not have a material impact to our consolidated financial position. |
Restructuring and Integration24
Restructuring and Integration Costs (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs | A summary of the cumulative total restructuring costs by major component recognized to date as of January 31, 2016 , is as follows: (In millions) Employee-related Facilities-related Product Rationalization Total Amounts incurred in: Year ended October 31, 2014 $ 20.3 $ 0.5 $ 15.3 $ 36.1 Year ended October 31, 2015 (2.5 ) 0.4 57.7 55.6 Three months ended January 31, 2016 — 0.3 10.5 10.8 Cumulative amounts incurred as of January 31, 2016 $ 17.8 $ 1.2 $ 83.5 $ 102.5 The following table summarizes the restructuring activities by major component for the fiscal year ended October 31, 2015 and the three months ended January 31, 2016 : (In millions) Employee-related Facilities-related Product Rationalization Total Balance at October 31, 2014 $ 19.9 $ 0.5 $ — $ 20.4 (Reductions) additions during fiscal 2015 (2.5 ) 0.4 57.7 55.6 Payments during the fiscal year (9.0 ) (0.4 ) — (9.4 ) Non-cash adjustments (a) (b) 0.2 (0.2 ) (57.7 ) (57.7 ) Balance as of October 31, 2015 8.6 0.3 — 8.9 Additions during three months ended January 31, 2016 — 0.3 10.5 10.8 Payments during the three months ended January 31, 2016 (3.0 ) (0.1 ) — (3.1 ) Non-cash adjustments (a) (b) (0.2 ) — (10.5 ) (10.7 ) Balance as of January 31, 2016 $ 5.4 $ 0.5 $ — $ 5.9 (a) Non-cash adjustments for employee-related and facilities-related costs represent currency translation adjustment. (b) Non-cash adjustments for product rationalization represent equipment disposals, inventory write-offs and accelerated depreciation. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | (In millions) January 31, 2016 October 31, 2015 Raw materials $ 87.0 $ 80.9 Work-in-process 14.2 14.5 Finished goods 329.7 324.3 $ 430.9 $ 419.7 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill (In millions) CooperVision CooperSurgical Total Balance as of October 31, 2014 $ 1,861.5 $ 359.4 $ 2,220.9 Net (reductions) additions during the year ended October 31, 2015 (1.2 ) 17.4 16.2 Translation (32.7 ) (7.3 ) (40.0 ) Balance as of October 31, 2015 1,827.6 369.5 2,197.1 Net additions during the three-month period ended January 31, 2016 0.1 35.8 35.9 Translation (72.8 ) (2.9 ) (75.7 ) Balance as of January 31, 2016 $ 1,754.9 $ 402.4 $ 2,157.3 |
Schedule of Other Intangible Assets | Other Intangible Assets As of January 31, 2016 As of October 31, 2015 (In millions) Gross Carrying Amount Accumulated Amortization & Translation Gross Carrying Amount Accumulated Amortization & Translation Trademarks $ 25.7 $ 4.8 $ 23.7 $ 4.4 Technology 330.0 120.4 318.9 114.7 Customer relationships 244.9 108.0 247.0 104.5 License and distribution rights and other 67.9 28.5 71.7 26.6 668.5 $ 261.7 661.3 $ 250.2 Less: accumulated amortization and translation 261.7 250.2 Other intangible assets, net $ 406.8 $ 411.1 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | (In millions) January 31, 2016 October 31, 2015 Short-term: Overdraft and other credit facilities $ 39.6 $ 240.4 Current portion of long-term debt 7.5 3.8 Less: unamortized debt issuance cost on term loans (0.4 ) (0.4 ) $ 46.7 $ 243.8 Long-term: Credit agreement $ 137.8 $ 109.0 Term loans 992.5 996.3 Other 200.6 0.5 Less: unamortized debt issuance cost on term loans (0.3 ) (0.4 ) $ 1,330.6 $ 1,105.4 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Three Months Ended January 31, (In millions, except per share amounts) 2016 2015 Net income attributable to Cooper stockholders $ 51.4 $ 61.2 Basic: Weighted average common shares 48.3 48.2 Basic earnings per common share attributable to Cooper stockholders $ 1.06 $ 1.27 Diluted: Weighted average common shares 48.3 48.2 Effect of potential dilutive common shares 0.5 0.9 Diluted weighted average common shares 48.8 49.1 Diluted earnings per common share attributable to Cooper stockholders $ 1.05 $ 1.25 |
Schedule of Stock Options to Purchase Common Stock Not Included in Diluted Net Income Per Share Calculation | The following table sets forth stock options to purchase Cooper’s 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: Three Months Ended January 31, (In thousands, except exercise prices) 2016 2015 Numbers of stock option shares excluded 534 123 Range of exercise prices $131.60-$162.69 $ 162.28 Numbers of restricted stock units excluded 6 — |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
Share-based Compensation [Abstract] | |
Schedule of Compensation Expense and Related Income Tax Benefit for Share-Based Awards | The compensation expense and related income tax benefit recognized in our consolidated condensed financial statements for share-based awards were as follows: Three Months Ended January 31, (In millions) 2016 2015 Selling, general and administrative expense $ 5.8 $ 9.7 Cost of sales 0.5 0.8 Research and development expense 0.4 0.2 Total share-based compensation expense $ 6.7 $ 10.7 Related income tax benefit $ 2.0 $ 3.4 |
Stockholders' Equity Analysis o
Stockholders' Equity Analysis of Changes in Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Analysis of Changes in Accumulated Other Comprehensive Income (Loss): (In millions) Foreign Currency Translation Adjustment Change in Value of Derivative Instruments Minimum Pension Liability Total Balance at October 31, 2015 $ (171.8 ) $ — $ (19.8 ) $ (191.6 ) Gross change in value for the period (113.8 ) — — (113.8 ) Tax effect for the period — — — — Balance at January 31, 2016 $ (285.6 ) $ — $ (19.8 ) $ (305.4 ) Balance at October 31, 2014 $ (92.4 ) $ (0.1 ) $ (13.7 ) $ (106.2 ) Gross change in value for the period (113.6 ) — — (113.6 ) Reclassification adjustments for loss realized in net income — 0.1 — 0.1 Tax effect for the period — — — — Balance at January 31, 2015 $ (206.0 ) $ — $ (13.7 ) $ (219.7 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Level 2 Inputs | The following table sets forth our financial assets and liabilities that were measured at fair value on a recurring basis using Level 2 inputs during the fiscal first three months of 2016 , within the fair value hierarchy at January 31, 2016 , and fiscal year 2015 , within the fair value hierarchy at October 31, 2015 : (In millions) January 31, 2016 October 31, 2015 Assets: Foreign exchange contracts $ 1.0 $ 1.3 Liabilities: Foreign exchange contracts $ 1.6 $ 0.4 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
General Discussion of Pension and Other Postretirement Benefits [Abstract] | |
Schedule of Components of Net Periodic Pension Costs | Our results of operations for the three months ended January 31, 2016 and 2015 reflect the following components of net periodic pension costs: Three Months Ended January 31, (In millions) 2016 2015 Service cost $ 2.3 $ 2.0 Interest cost 1.2 1.1 Expected returns on assets (1.6 ) (1.5 ) Amortization of prior service cost — — Recognized net actuarial loss 0.4 0.2 Net periodic pension cost $ 2.3 $ 1.8 |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Segment information: Three Months Ended January 31, (In millions) 2016 2015 CooperVision net sales by category: Toric lens $ 107.5 $ 108.5 Multifocal lens 40.3 42.5 Single-use sphere lens 90.8 84.2 Non single-use sphere and other 125.7 134.1 Total CooperVision net sales 364.3 369.3 CooperSurgical net sales 85.3 75.8 Total net sales $ 449.6 $ 445.2 Operating income (loss): CooperVision $ 52.8 $ 73.2 CooperSurgical 15.5 13.2 Corporate (10.9 ) (13.3 ) Total operating income 57.4 73.1 Interest expense 5.3 3.9 Other expense, net 1.4 1.7 Income before income taxes $ 50.7 $ 67.5 |
Schedule of Identifiable Assets by Segment | (In millions) January 31, 2016 October 31, 2015 Identifiable assets: CooperVision $ 3,607.1 $ 3,714.6 CooperSurgical 723.7 674.8 Corporate 71.0 70.5 Total $ 4,401.8 $ 4,459.9 |
Schedule of Net Sales to External Customers by Country of Domicile | Geographic information: Three Months Ended January 31, (In millions) 2016 2015 Net sales to external customers by country of domicile: United States $ 206.8 $ 203.9 Europe 157.0 159.1 Rest of world 85.8 82.2 Total $ 449.6 $ 445.2 |
Schedule of Long-Lived Assets by Country of Domicile | (In millions) January 31, 2016 October 31, 2015 Long-lived assets by country of domicile: United States $ 497.9 $ 494.2 Europe 383.8 407.9 Rest of world 66.5 65.0 Total $ 948.2 $ 967.1 |
Acquisitions (Details)
Acquisitions (Details) - Research Instruments [Member] - USD ($) $ in Millions | 3 Months Ended | |
Jan. 31, 2016 | Dec. 17, 2015 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Effective Date of Acquisition | Dec. 17, 2015 | |
Total purchase consideration | $ 53.1 | |
Payments to Acquire Businesses, Net of Cash Acquired | 49.5 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 10.3 | |
Goodwill, Acquired During Period | $ 35 | |
Technology-Based Intangible Assets [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 6.2 | |
Trade Names [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2.2 | |
Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1.9 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 7.8 |
Restructuring and Integration35
Restructuring and Integration Costs (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Oct. 31, 2015 | Oct. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related activities, completion date | Oct. 31, 2016 | |||
Sauflon [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost, expected cost | $ 112 | |||
Additions during the period | 10.8 | $ 55.6 | $ 36.1 | |
Integration costs | 7.9 | $ 5.9 | ||
Sauflon [Member] | Product Rationalization [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost, expected cost | 89 | |||
Additions during the period | 10.5 | 57.7 | 15.3 | |
Sauflon [Member] | Product Rationalization [Member] | Cost of sales [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Additions during the period | 10.5 | 8.7 | ||
Sauflon [Member] | Employee Severance [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost, expected cost | 19 | |||
Additions during the period | 0 | (2.5) | 20.3 | |
Sauflon [Member] | Employee Severance [Member] | Cost of sales [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Additions during the period | (0.2) | |||
Sauflon [Member] | Employee Severance [Member] | Selling, general and administrative expense [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Additions during the period | 0.1 | |||
Sauflon [Member] | Employee Severance [Member] | Research and development expense [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Additions during the period | 0.1 | $ 0.1 | ||
Sauflon [Member] | Facility Closing [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost, expected cost | 4 | |||
Additions during the period | 0.3 | $ 0.4 | $ 0.5 | |
Sauflon [Member] | Facility Closing [Member] | Selling, general and administrative expense [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Additions during the period | $ 0.3 |
Restructuring and Integration36
Restructuring and Integration Costs (Details) - Sauflon [Member] - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||
Cumulative amounts incurred as of January 31, 2016 | $ 102.5 | ||
Restructuring Reserve [Roll Forward] | |||
Balance, beginning | 8.9 | $ 20.4 | |
Additions (reductions) during the period | 10.8 | 55.6 | $ 36.1 |
Payments during the period | (3.1) | (9.4) | |
Non-cash adjustments | (10.7) | (57.7) | |
Balance, ending | 5.9 | 8.9 | 20.4 |
Employee Severance [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Cumulative amounts incurred as of January 31, 2016 | 17.8 | ||
Restructuring Reserve [Roll Forward] | |||
Balance, beginning | 8.6 | 19.9 | |
Additions (reductions) during the period | 0 | (2.5) | 20.3 |
Payments during the period | (3) | (9) | |
Non-cash adjustments | (0.2) | 0.2 | |
Balance, ending | 5.4 | 8.6 | 19.9 |
Facility Closing [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Cumulative amounts incurred as of January 31, 2016 | 1.2 | ||
Restructuring Reserve [Roll Forward] | |||
Balance, beginning | 0.3 | 0.5 | |
Additions (reductions) during the period | 0.3 | 0.4 | 0.5 |
Payments during the period | (0.1) | (0.4) | |
Non-cash adjustments | 0 | (0.2) | |
Balance, ending | 0.5 | 0.3 | 0.5 |
Product Rationalization [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Cumulative amounts incurred as of January 31, 2016 | 83.5 | ||
Restructuring Reserve [Roll Forward] | |||
Balance, beginning | 0 | 0 | |
Additions (reductions) during the period | 10.5 | 57.7 | 15.3 |
Payments during the period | 0 | 0 | |
Non-cash adjustments | (10.5) | (57.7) | |
Balance, ending | $ 0 | $ 0 | $ 0 |
Inventories (Schedule of Invent
Inventories (Schedule of Inventories) (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Oct. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 87,000 | $ 80,900 |
Work-in-process | 14,200 | 14,500 |
Finished goods | 329,700 | 324,300 |
Inventories, net | $ 430,898 | $ 419,692 |
Intangible Assets (Schedule of
Intangible Assets (Schedule of Goodwill) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jan. 31, 2016 | Oct. 31, 2015 | |
Goodwill [Roll Forward] | ||
Balance, beginning | $ 2,197,077 | $ 2,220,900 |
Net additions during the three-month period ended January 31, 2016 | 35,900 | 16,200 |
Translation | (75,700) | (40,000) |
Balance, ending | 2,157,260 | 2,197,077 |
CooperVision [Member] | ||
Goodwill [Roll Forward] | ||
Balance, beginning | 1,827,600 | 1,861,500 |
Net additions during the three-month period ended January 31, 2016 | 100 | (1,200) |
Translation | (72,800) | (32,700) |
Balance, ending | 1,754,900 | 1,827,600 |
CooperSurgical [Member] | ||
Goodwill [Roll Forward] | ||
Balance, beginning | 369,500 | 359,400 |
Net additions during the three-month period ended January 31, 2016 | 35,800 | 17,400 |
Translation | (2,900) | (7,300) |
Balance, ending | $ 402,400 | $ 369,500 |
Intangible Assets (Schedule o39
Intangible Assets (Schedule of Other Intangible Assets) (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Oct. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 668,500 | $ 661,300 |
Accumulated Amortization & Translation | 261,700 | 250,200 |
Other intangible assets, net | 406,832 | 411,090 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 25,700 | 23,700 |
Accumulated Amortization & Translation | 4,800 | 4,400 |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 330,000 | 318,900 |
Accumulated Amortization & Translation | 120,400 | 114,700 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 244,900 | 247,000 |
Accumulated Amortization & Translation | 108,000 | 104,500 |
License and distribution right and other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 67,900 | 71,700 |
Accumulated Amortization & Translation | $ 28,500 | $ 26,600 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) | 3 Months Ended |
Jan. 31, 2016USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Impairment Loss | $ 0 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,016 | 56,700,000 |
2,017 | 51,200,000 |
2,018 | 49,300,000 |
2,019 | 46,700,000 |
2,020 | $ 36,400,000 |
Debt (Schedule of Debt) (Detail
Debt (Schedule of Debt) (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Oct. 31, 2015 |
Short-term: | ||
Overdraft and other credit facilities | $ 39,600 | $ 240,400 |
Current portion of long-term debt | 7,500 | 3,800 |
Less: unamortized debt issuance cost on term loans | (400) | (400) |
Short-term debt | 46,696 | 243,803 |
Long-term: | ||
Credit agreement | 137,800 | 109,000 |
Term loans | 992,500 | 996,300 |
Other | 200,600 | 500 |
Less: unamortized debt issuance cost on term loans | (300) | (400) |
Long-term debt | $ 1,330,627 | $ 1,105,408 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | Mar. 02, 2016 | Mar. 24, 2015USD ($) | Aug. 04, 2014USD ($) | Sep. 12, 2013USD ($) | May. 31, 2012USD ($) | Jan. 12, 2011 | Jan. 31, 2016USD ($) | Oct. 31, 2015USD ($) |
Line of Credit Facility [Line Items] | ||||||||
Required minimum Interest coverage ratio | 3 | |||||||
Required maximum total leverage ratio | 3.75 | |||||||
Interest coverage ratio | 29.09 | |||||||
Total leverage ratio | 2.41 | |||||||
Amount available under the credit agreement | $ 862,000,000 | |||||||
Term loans | 992,500,000 | $ 996,300,000 | ||||||
Short-term debt | 46,696,000 | $ 243,803,000 | ||||||
Minimum [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.10% | |||||||
Line of credit facility interest rate margin on base rate loans percentage | 0.00% | |||||||
Line of credit facility interest rate margin on foreign currency loans percentage | 1.00% | |||||||
Maximum [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.275% | |||||||
Line of credit facility interest rate margin on base rate loans percentage | 0.75% | |||||||
Line of credit facility interest rate margin on foreign currency loans percentage | 1.75% | |||||||
Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, initiation date | Jan. 12, 2011 | |||||||
Aggregate commitment amount of credit facility | $ 1,000,000,000 | |||||||
Line of credit facility, potential additional borrowing capacity | $ 500,000,000 | |||||||
Expiration date | May 31, 2017 | |||||||
Term Loan $300M [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, issuance date | Sep. 12, 2013 | |||||||
Debt instrument, maturity date | Sep. 12, 2018 | |||||||
Debt term | 5 years | |||||||
Term loans | $ 300,000,000 | 300,000,000 | ||||||
Amortization of term loan principal | 5.00% | |||||||
Debt instrument, date of first required payment | Oct. 31, 2016 | |||||||
Term Loan $300M [Member] | Federal Funds Rate [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||||
Term Loan $300M [Member] | Eurodollar [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||||
Term Loan $700M [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, issuance date | Aug. 4, 2014 | |||||||
Debt instrument, maturity date | Aug. 4, 2017 | |||||||
Debt term | 3 years | |||||||
Term loans | $ 700,000,000 | 700,000,000 | ||||||
Term Loan $700M [Member] | Federal Funds Rate [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||||
Term Loan $700M [Member] | Eurodollar [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||||
Line of Credit [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Aggregate commitment amount of credit facility | $ 100,000,000 | |||||||
Debt instrument, issuance date | Mar. 24, 2015 | |||||||
Debt instrument, maturity date | Mar. 24, 2016 | |||||||
Debt term | 90 days | |||||||
Short-term debt | $ 200,000,000 | |||||||
Line of Credit [Member] | Eurodollar [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.90% | |||||||
Debt [Member] | 2016 Credit Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, issuance date | Mar. 1, 2016 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Nov. 01, 2015 | |
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Effective tax rate (ETR) | (2.00%) | 8.50% | |
Unrecognized tax benefits that would impact ETR | $ 29.4 | ||
Interest and penalties | 3.7 | ||
Unrecognized tax benefits related to tax positions | $ 10 |
Earnings Per Share (Schedule of
Earnings Per Share (Schedule of Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net income attributable to Cooper stockholders | $ 51,356 | $ 61,179 |
Basic: | ||
Weighted average common shares | 48,303 | 48,202 |
Basic earnings per common share attributable to Cooper stockholders | $ 1.06 | $ 1.27 |
Diluted: | ||
Effect of potential dilutive common shares | 500 | 900 |
Diluted weighted average common shares | 48,840 | 49,082 |
Diluted earnings per common share attributable to Cooper stockholders | $ 1.05 | $ 1.25 |
Earnings Per Share (Schedule 45
Earnings Per Share (Schedule of Stock Options to Purchase Common Stock Not Included in Diluted Net Income Per Share Calculation) (Details) - $ / shares shares in Thousands | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Numbers of stock option shares excluded | 534 | 123 |
Range of exercise prices, lower limit | $ 131.60 | $ 162.28 |
Range of exercise prices, upper limit | $ 162.69 | $ 162.28 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Numbers of stock option shares excluded | 6 | 0 |
Share-Based Compensation Plan46
Share-Based Compensation Plans (Schedule Of Compensation Expense And Related Income Tax Benefit For Share-Based Awards) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 6.7 | $ 10.7 |
Related income tax benefit | 2 | 3.4 |
Selling, general and administrative expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 5.8 | 9.7 |
Cost of sales [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 0.5 | 0.8 |
Research and development expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 0.4 | 0.2 |
Capitalized in inventory [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 0.5 | $ 0.8 |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule of Changes in Accumulated Other Comprehensive Income (Loss))(Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Foreign Currency Translation Adjustment [Roll Forward] | ||
Foreign Currency Translation Adjustment, Beginning Balance | $ (171,800) | $ (92,400) |
Foreign Currency Translation Adjustment, Gross change in value for the period | (113,800) | (113,600) |
Foreign Currency Translation Adjustment, Reclassification adjustments for loss realized in net income | 0 | |
Foreign Currency Translation Adjustment, Tax effect for the period | 0 | 0 |
Foreign Currency Translation Adjustment, Ending Balance | (285,600) | (206,000) |
Change in Value of Derivative Instruments [Roll Forward] | ||
Change in Value of Derivative Instruments, Beginning Balance | 0 | (100) |
Change in Value of Derivative Instruments, Gross change in value for the period | 0 | 0 |
Change in Value of Derivative Instruments, Reclassification adjustments for loss realized in net income | 100 | |
Change in value of derivative instruments, Tax effect for the period | 0 | (30) |
Change in Value of Derivative Instruments, Ending Balance | 0 | 0 |
Minimum Pension Liability [Roll Forward] | ||
Minimum Pension Liability, Beginning Balance | (19,800) | (13,700) |
Minimum Pension Liability, Gross change in value for the period | 0 | 0 |
Minimum Pension Liability, Reclassification adjustments for loss realized in net income | 0 | |
Minimum Pension Liability, Tax effect for the period | 0 | 0 |
Minimum Pension Liability, Ending Balance | (19,800) | (13,700) |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Total, Beginning balance | (191,643) | (106,200) |
Gross change in value for the period | (113,800) | (113,600) |
Reclassification adjustments for loss realized in net income | 100 | |
Tax effect for the period | 0 | 0 |
Total, Ending balance | $ (305,433) | $ (219,700) |
Stockholders' Equity (Share Rep
Stockholders' Equity (Share Repurchases) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Dec. 15, 2011 | |
Equity [Abstract] | |||
Share Repurchase Program, maximum amount authorized | $ 500 | ||
Number of common stock repurchased, shares | 0 | 100,000 | |
Cost of common stock repurchased | $ 16 | ||
Average purchase price per share | $ 159.96 | ||
Share Repurchase Program, remaining authorized amount | $ 118.4 |
Stockholders' Equity (Dividends
Stockholders' Equity (Dividends) (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 09, 2016 | Jan. 31, 2016 |
Subsequent Event [Line Items] | ||
Dividends payable, date of record | Jan. 22, 2016 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Dividends on common stock | $ 1.4 | |
Cash dividend, per share | $ 0.03 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule Of Financial Assets And Liabilities Measured At Fair Value On A Recurring Basis Using Level 2 Inputs) (Details) - Significant Observable Inputs (Level 2) [Member] - Foreign Exchange Contracts [Member] - USD ($) $ in Millions | Jan. 31, 2016 | Oct. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value financial assets | $ 1 | $ 1.3 |
Fair value of financial liabilities | $ 1.6 | $ 0.4 |
Employee Benefits (Schedule of
Employee Benefits (Schedule of Components of Net Periodic Pension Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
General Discussion of Pension and Other Postretirement Benefits [Abstract] | ||
Service cost | $ 2,300 | $ 2,000 |
Interest cost | 1,200 | 1,100 |
Expected returns on assets | (1,600) | (1,500) |
Amortization of prior service cost | 0 | 0 |
Recognized net actuarial loss | 400 | 200 |
Net periodic pension cost | $ 2,300 | $ 1,800 |
Employee Benefits (Narrative) (
Employee Benefits (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
General Discussion of Pension and Other Postretirement Benefits [Abstract] | ||
Company's contribution to the pension plan | $ 0 | $ 0 |
Defined benefit plan, estimated future employer contributions in current fiscal year | $ 10,000 | |
Expected rate of return on plan assets for determining net periodic pension cost | 8.00% |
Contingencies (Details)
Contingencies (Details) $ in Millions | 3 Months Ended | 11 Months Ended |
Jul. 31, 2015USD ($) | Jan. 31, 2016action | |
Commitments and Contingencies Disclosure [Abstract] | ||
Litigation settlement, amount | $ | $ 17 | |
Number of putative class action complaints filed (over) | action | 50 |
Business Segment Information (S
Business Segment Information (Schedule of Segment Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 449,641 | $ 445,171 |
Operating income (loss) | 57,396 | 73,108 |
Interest expense | 5,274 | 3,941 |
Other expense, net | 1,392 | 1,702 |
Income before income taxes | 50,730 | 67,465 |
CooperVision [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 364,300 | 369,300 |
Operating income (loss) | 52,800 | 73,200 |
CooperSurgical [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 85,300 | 75,800 |
Operating income (loss) | 15,500 | 13,200 |
Corporate Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) | (10,900) | (13,300) |
Toric Lens [Member] | CooperVision [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 107,500 | 108,500 |
Multifocal Lens [Member] | CooperVision [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 40,300 | 42,500 |
Single-Use Sphere Lens [Member] | CooperVision [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 90,800 | 84,200 |
Non Single-Use Sphere And Other Eye Care Products And Other [Member] | CooperVision [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | $ 125,700 | $ 134,100 |
Business Segment Information 55
Business Segment Information (Schedule of Identifiable Assets By Segment Information) (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Oct. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Total Identifiable assets | $ 4,401,802 | $ 4,459,864 |
CooperVision [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Identifiable assets | 3,607,100 | 3,714,600 |
CooperSurgical [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Identifiable assets | 723,700 | 674,800 |
Corporate Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Identifiable assets | $ 71,000 | $ 70,500 |
Business Segment Information 56
Business Segment Information (Schedule of Net Sales To External Customers By Country Of Domicile) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Total net sales to external customers | $ 449,641 | $ 445,171 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net sales to external customers | 206,800 | 203,900 |
Europe [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net sales to external customers | 157,000 | 159,100 |
Rest Of World [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net sales to external customers | $ 85,800 | $ 82,200 |
Business Segment Information 57
Business Segment Information (Schedule of Long-Lived Assets By Country Of Domicile) (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Oct. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Total long-lived assets | $ 948,174 | $ 967,097 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Total long-lived assets | 497,900 | 494,200 |
Europe [Member] | ||
Segment Reporting Information [Line Items] | ||
Total long-lived assets | 383,800 | 407,900 |
Rest Of World [Member] | ||
Segment Reporting Information [Line Items] | ||
Total long-lived assets | $ 66,500 | $ 65,000 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) | Mar. 02, 2016 | Mar. 24, 2015 | May. 31, 2012 | Mar. 01, 2016 | Jan. 31, 2016 | Oct. 31, 2015 |
Subsequent Event [Line Items] | ||||||
Term loans | $ 992,500,000 | $ 996,300,000 | ||||
2016 Credit Agreement [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, issuance date | Mar. 1, 2016 | |||||
Term loans | $ 830,000,000 | |||||
Line of credit facility interest rate margin on base rate loans percentage | 0.50% | |||||
Line of credit facility interest rate margin on foreign currency loans percentage | 1.50% | |||||
Revolving Credit Facility [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000,000 | |||||
Line of credit facility, potential additional borrowing capacity | $ 500,000,000 | |||||
Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 1,000,000,000 | |||||
Line of credit facility, potential additional borrowing capacity | $ 750,000,000 | |||||
Federal Funds Rate [Member] | 2016 Credit Agreement [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||
Eurodollar [Member] | 2016 Credit Agreement [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||
Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Line of Credit Facility, Commitment Fee Percentage | 0.10% | |||||
Line of credit facility interest rate margin on base rate loans percentage | 0.00% | |||||
Line of credit facility interest rate margin on foreign currency loans percentage | 1.00% | |||||
Minimum [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Line of Credit Facility, Commitment Fee Percentage | 0.125% | |||||
Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Line of Credit Facility, Commitment Fee Percentage | 0.275% | |||||
Line of credit facility interest rate margin on base rate loans percentage | 0.75% | |||||
Line of credit facility interest rate margin on foreign currency loans percentage | 1.75% | |||||
Maximum [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | |||||
Line of Credit [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, issuance date | Mar. 24, 2015 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000,000 | |||||
Line of Credit [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Repayment of uncommitted revolving lines of credit | $ 200,000,000 | |||||
Line of Credit [Member] | Eurodollar [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.90% |