Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company has established and currently maintains disclosure controls and procedures designed to ensure that information required to be disclosed in its reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
In conjunction with the close of each fiscal quarter, the Company conducts a review and evaluation, under the supervision and with the participation of the Company's management, including the Chief Executive Officer (our Principal Executive Officer) and Chief Financial Officer (our Principal Financial Officer), of the effectiveness of the design and operation of the Company's disclosure controls and procedures. The Company's Chief Executive Officer and Chief Financial Officer based upon their evaluation as of October 31, 2020 , the end of the fiscal period covered in this report, concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level.
Management's Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements, errors or fraud.
Management assessed the effectiveness of the Company's internal control over financial reporting as of October 31, 2020 , based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) . Based on this assessment, management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, concluded that the Company's internal control over financial reporting was effective as of October 31, 2020 .
The Company's independent registered public accounting firm, KPMG LLP, has audited the effectiveness of the Company's internal control over financial reporting as of October 31, 2020 , as stated in their report in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the Company's fiscal quarter ended October 31, 2020 , that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting despite the fact that certain of our
129
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 related considerations and any impact on the design and operating effectiveness of our internal control over financial reporting.
Item 9B. Other Information.
None.
130
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item is incorporated by reference to the Company’s Proxy Statement for the Annual Meeting of Stockholders scheduled to be held in March 2021 (the 2021 Proxy Statement).
Item 11. Executive Compensation.
The information required by this item is incorporated by reference to the 2021 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
See Item 5. Market for Registrant's Common Equity and Related Stockholder Matters - Equity Compensation Plan Information. Additional information required by this item is incorporated by reference to the 2021 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated by reference to the 2021 Proxy Statement.
Item 14. Principal Accounting Fees and Services.
The information required by this item is incorporated by reference to “Report of the Audit Committee” section of the 2021 Proxy Statement.
131
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) 1. Financial Statements
The following financial statements are filed as a part of this report:
Report of KPMG LLP, Independent Registered Public Accounting Firm
Consolidated Financial Statements:
Statements of Income for the years ended October 31, 2020, 2019 and 2018
Statements of Comprehensive Income for the years ended October 31, 2020, 2019 and 2018
Balance Sheets as of October 31, 2020 and 2019
Statements of Stockholders' Equity for the years ended October 31, 2020, 2019 and 2018
Statements of Cash Flows for the years ended October 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
2. Financial Statement Schedules of the Company.
Schedule Number Description
Schedule II Valuation and Qualifying Accounts
(b) Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed as part of this report.
All other schedules which are included in the applicable accounting regulations of the Securities and Exchange Commission are not required here because they are not applicable.
132
Schedule II
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Three Years Ended October 31, 2020
(In millions)
Balance
Beginning
of Year
Additions
Charged to
Costs and
Expenses
(Deductions)
Recoveries/
Other (1)
Balance
at End
of Year
Allowance for doubtful accounts:
Year Ended October 31, 2020
$
16.4
$
3.6
$
( 9.8
)
$
10.2
Year Ended October 31, 2019
$
19.0
$
1.6
$
( 4.2
)
$
16.4
Year Ended October 31, 2018
$
10.8
$
11.5
$
( 3.3
)
$
19.0
(1) Consists of additions representing allowances and recoveries, less deductions representing receivables written off as uncollectible.
(In millions)
Balance
Beginning
of Year
Additions
Reductions/ Charges (2)
Balance
at End
of Year
Deferred income tax valuation allowance:
Year Ended October 31, 2020
41.5
5.9
2.1
45.3
Year Ended October 31, 2019
39.1
3.9
( 1.5
)
41.5
Year Ended October 31, 2018
59.1
2.8
( 22.8
)
39.1
(2)
Fiscal year 2018 reductions includes $ 16.5 million of valuation allowance from prior years as a result of the sale of investment in research and development credits.
133
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit Number
Description of Document
3.1
Second Restated Certificate of Incorporation filed with the Delaware Secretary of State, incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated January 13, 2006
3.2
Amended and Restated By-Laws, The Cooper Companies, Inc., dated December 12, 2018, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated December 18, 2018
4.1
Description of Securities of The Cooper Companies, Inc. Registered under Section 12 of the Exchange Act, incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended October 31, 2019
10.1#
The Cooper Companies, Inc. Change in Control Severance Plan, dated May 21, 2007, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10‑Q for the fiscal quarter ended July 31, 2007
10.2#
Executive Employment Agreement by and between The Cooper Companies, Inc. and Albert G. White III, effective as of November 1, 2018, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 31, 2019
10.3#
Executive Employment Agreement by and between The Cooper Companies, Inc. and Daniel G. McBride, effective as of November 1, 2018, incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on May 31, 2019
10.4#
Executive Employment Agreement by and between The Cooper Companies, Inc. and Brian G. Andrews, effective as of November 1, 2018, incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on May 31, 2019
10.5#
Executive Employment Agreement by and between The Cooper Companies, Inc. and Holly R. Sheffield, effective as of November 1, 2018, incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on May 31, 2019
10.6#
The Third Amended and Restated 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to the Company's Proxy Statement filed January 29, 2016
10.7#
Form of Non-Qualified Stock Option Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.32 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007
10.8#
Form of UK Tax Approved Stock Option Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.33 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007
10.9#
Form of Deferred Stock Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.34 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007
10.10#
Form of Long Term Performance Share Award Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated February 13, 2009
10.11#
The Cooper Companies, Inc.’s 2019 Employee Stock Purchase Plan incorporated by reference to Company’s Proxy Statement filed February 01, 2019
10.12#
The 2020 Long Term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to the Company's Proxy Statement filed February 4, 2020
10.13#
Form of Restricted Stock Unit Agreement pursuant to the 2020 Long Term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc.
10.14 (a)
License Agreement dated as of November 19, 2007, by and among CIBA Vision AG, CIBA Vision Corporate and CooperVision, Inc., incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2008
134
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Exhibit Number
Description of Document
10.15 (a)
Amendment No. 1 to the License Agreement dated as of November 19, 2007, by and among CIBA Vision AG, CIBA Vision Corporate and CooperVision, Inc., incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on December 21, 2012
10.16
Lease Contract dated as of November 6, 2003, by and between The Puerto Rico Industrial Development Company and Ocular Sciences Puerto Rico, Inc., incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 12, 2005
10.17
First Supplement and Amendment to Lease Contract dated as of December 30, 2003, by and between The Puerto Rico Industrial Development Company and Ocular Sciences Puerto Rico, Inc., incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated January 12, 2005
10.18
Assignment of Lease Agreement dated as of June 29, 2004, by and among Ocular Sciences Puerto Rico, Inc., Ocular Sciences Cayman Islands Corporation and The Puerto Rico Industrial Development Company, incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated January 12, 2005
10.19
Revolving Credit and Term Loan Agreement, dated as of April 1, 2020, among the Company, CooperVision International Holding Company, LP, CooperSurgical Netherlands B.V., CooperVision Holding Kft., the lenders from time to time party thereto and KeyBank National Association, as administrative agent, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 2, 2020
10.20
Amendment No. 1 and Joinder, dated as of October 30, 2020, to Revolving Credit and Term Loan Agreement, dated as of April 1, 2020, among the Company, CooperVision International Holding Company, LP, CooperSurgical Netherlands B.V., CooperVision Holding Kft., the lenders from time to time party thereto and KeyBank National Association, as administrative agent
10.21#
The Cooper Companies, Inc. 2020 Incentive Payment Plan, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed December 16, 2019
10.22#
Transition and Retirement Agreement entered into by and between The Cooper Companies, Inc. and Randal L. Golden as of February 15, 2020, incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on March 6, 2020
10.23#
Transition and Retirement Agreement, by and between The Cooper Companies, Inc. and Robert D. Auerbach M.D., effective as of July 8, 2020, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q dated September 4, 2020
21
Subsidiaries
23
Consent of Independent Registered Public Accounting Firm
24
Power of Attorney (included on signature page hereto)
31.1
Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1*
Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350
32.2*
Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350
101
The following materials from the Company's Annual Report on Form 10-K for the year ended October 31, 2020, formatted in Inline XBRL (Extensible Business Reporting Language):(i) Consolidated Statements of Income for the years ended October 31, 2020, 2019 and 2018 (ii) Consolidated Statements of Comprehensive Income for the years ended October 31, 2020, 2019 and 2018 (iii) Consolidated Balance Sheets at October 31, 2020 and 2019, (iv) Consolidated Statements of Stockholders' Equity for the years ended October 31, 2020, 2019 and 2018 (v) Consolidated Statements of Cash Flows for the years ended October 31, 2020, 2019 and 2018, (vi) related notes to consolidated financial statements and (vii) Schedule II Valuation and Qualifying Accounts
135
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Exhibit Number
Description of Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
(a)
The agreement received confidential treatment from the Securities and Exchange Commission with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Commission.
#
Indicates management contract or compensatory plan.
* The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the SEC and are not to be incorporated by reference into any filing of The Cooper Companies, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
136
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 16. Form 10-K Summary .
None.
137
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December 11, 2020.
THE COOPER COMPANIES, INC.
By: /s/ Albert G. White, III
Albert G. White, III
President & Chief Executive Officer
138
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the dates set forth opposite their respective names.
Signature
Capacity
Date
/s/ ALBERT G. WHITE, III
President, Chief Executive Officer and Director (Principal Executive Officer)
December 11, 2020
(Albert G. White, III)
/s/ A. THOMAS BENDER
Chairman of the Board
December 11, 2020
(A. Thomas Bender)
/s/ ALLAN E. RUBENSTEIN, M.D.
Vice Chairman of the Board and Lead Director
December 11, 2020
(Allan E. Rubenstein)
/s/ BRIAN G. ANDREWS
Executive Vice President, Chief Financial Officer & Treasurer
December 11, 2020
(Brian G. Andrews)
(Principal Financial Officer)
/s/ AGOSTINO RICUPATI
Chief Accounting Officer & Senior Vice President, Finance & Tax
December 11, 2020
(Agostino Ricupati)
(Principal Accounting Officer)
/s/ COLLEEN E. JAY
Director
December 11, 2020
(Colleen E. Jay)
/s/ WILLIAM A. KOZY
Director
December 11, 2020
(William A. Kozy)
/s/ JODY S. LINDELL
Director
December 11, 2020
(Jody S. Lindell)
/s/ GARY S. PETERSMEYER
Director
December 11, 2020
(Gary S. Petersmeyer)
/s/ ROBERT S. WEISS
Director
December 11, 2020
(Robert S. Weiss)
/s/ TERESA S. MADDEN
Director
December 11, 2020
(Teresa S. Madden)
139
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
CORPORATE INFORMATION
BOARD OF DIRECTORS
A. Thomas Bender
Chairman of the Board
Allan E. Rubenstein, M.D.
Vice Chairman and Lead Director,
Chairman of the Board, CalAsia
Pharmaceuticals, Inc.
Colleen E. Jay
Director
William A. Kozy
Director
Jody S. Lindell
President and Chief Executive Officer,
S.G. Management, Inc.
Gary S. Petersmeyer
Director
Robert S. Weiss
Director
Teresa S. Madden
Director
Albert G. White, III
President & Chief Executive Officer
COMMITTEES OF THE BOARD
Audit Committee
Jody S. Lindell (Chairman)
William A. Kozy
Gary Petersmeyer
Corporate Governance and Nominating Committee
William A. Kozy (Chairman)
Colleen E. Jay
Jody S. Lindell
Allan E. Rubenstein, M.D.
Organization and Compensation Committee
Colleen E. Jay (Chairman)
William A. Kozy
Gary S. Petersmeyer
EXECUTIVE OFFICERS
Albert G. White, III
President and Chief Executive Officer
Mark J. Drury
Vice President, Secretary and
General Counsel
Agostino Ricupati
Senior Vice President Finance and Tax, and Chief Accounting Officer
Brian G. Andrews
Executive Vice President, Chief Financial Officer & Treasurer
Holly Sheffield
President of CooperSurgical, Inc.
Robert D. Auerbach, M.D
Special Advisor to the Chief Executive Officer
Daniel G. McBride, Esq.
Executive Vice President and Chief Operating Officer; President of CooperVision, Inc.
PRINCIPAL SUBSIDIARIES
CooperVision, Inc.
6101 Bollinger Canyon Road
Suite 500
San Ramon, CA 94583
925-460-3600
www.coopervision.com
CooperSurgical, Inc.
75 Corporate Drive
Trumbull, CT 06611
203-601-5200
www.coopersurgical.com
CORPORATE OFFICES
The Cooper Companies, Inc.
6101 Bollinger Canyon Road
Suite 500
San Ramon, CA 94583
925-460-3600
www.coopercos.com
INVESTOR INFORMATION
Recent news releases, the annual report on Securities and Exchange Commission Form 10-K, information about the Company's corporate governance program, recent investor presentations, replays of quarterly conference calls and historical stock quotes are available on our Web site at www.coopercos.com.
INVESTOR RELATIONS CONTACT
Kim Duncan
Vice President, Investor Relations & Risk Management
6101 Bollinger Canyon Road
Suite 500
San Ramon, CA 94583
Voice: 925-460-3663
E-mail: ir@cooperco.com
ANNUAL MEETING
The Cooper Companies will hold its Annual Stockholders' Meeting in March 2021.
TRANSFER AGENT
American Stock Transfer & Trust Company
6201 15th Avenue
Brooklyn, NY 11219
800-937-5449
TRADEMARKS
The Cooper Companies, Inc., its subsidiaries or affiliates own, license or distribute the registered trademarks, common law trademarks and trade names referenced in this report.
INDEPENDENT AUDITORS
KPMG LLP
STOCK EXCHANGE LISTING
The New York Stock Exchange
Ticker Symbol “COO”