EXHIBIT 99
THE COOPER COMPANIES, INC.
Unaudited Pro Forma Consolidated Condensed Statement of Income
(In thousands, except per share figures)
Year Ended October 31, 2002
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Historical Unaudited Pro forma
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TCC BE Inc. Adjustments Pro forma
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Net sales of products $315,306 $ 25,065 $ (424)(a) $ 339,947
Cost of products sold 115,813 12,521 (899)(a)(b) 127,435
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Gross profit 199,493 12,544 475 212,512
Selling, general and administrative expense 126,730 10,134 - 136,864
Research and development expense 4,315 583 - 4,898
Amortization of intangibles 1,477 - - 1,477
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Income from operations 66,971 1,827 475 69,273
Interest expense 6,874 531 1,463(c) 8,868
Other (loss) income, net 5,072 158 - 5,230
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Income from continuing operations before income taxes 65,169 1,454 (988) 65,635
(Benefit of) provision for income taxes 16,294 18 (441)(d) 15,871
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Income from continuing operations $ 48,875 $ 1,436 $ (547) $49,764
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Earnings per share:
Basic $ 1.60 $ 1.63
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Diluted $ 1.57 $ 1.60
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Number of shares used to compute
Earnings per share
Basic 30,568 30,568
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Diluted 31,189 31,189
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The unaudited pro forma consolidated condensed statement of income has been
prepared to reflect the acquisition of BE Inc. as if it had occurred on November
1, 2001. The acquisition has been accounted for under the purchase method of
accounting.
The unaudited pro forma consolidated condensed statement of income does not
purport to be indicative of the results that actually would have occurred if the
acquisition had occurred on the date indicated or indicative of results, which
may be obtained in the future.
The following is a summary of adjustments reflected in the unaudited pro forma
consolidated condensed statements of income:
(a) Represents an elimination of royalty income/expense for royalties paid
to TCC from BE Inc., the offset is included in cost of products sold.
(b) Adjustment to reflect the change in depreciation expense resulting from
the write down of property, plant and equipment used in the
manufacturing process, depreciated on a straight-line basis over an
average useful life of 8 years.
(c) Adjustment to reflect increase in interest expense at an average of the
LIBOR rate for the year plus 200 basis points, on 'L'74 million
('L'68 million for the purchase price and 'L'6 million for
acquisition costs) or about $107 million. A change of 1/8 percent in
the interest rate would result in a change in interest expense and net
income of approximately $140,000 and $91,000, before and after tax,
respectively.
(d) Adjustment for the tax benefit primarily related to the additional
interest deduction in the U.S. at a tax rate of 35%.