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MarketScreener Homepage  >  Equities  >  Nyse  >  The Cooper Companies, Inc.    COO

THE COOPER COMPANIES, INC.

(COO)
  Report
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08/06CooperCompanies Announces Release Date for Third Quarter 2020
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COOPER : Management's Discussion and Analysis of Financial Condition and Results of Operations Note numbers refer to "Notes to Consolidated Condensed Financial Statements" in Item 1. Unaudited Financial Statements. (form 10-Q)

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06/05/2020 | 04:33pm EDT
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act
of 1995. These include statements relating to plans, prospects, goals,
strategies, future actions, events or performance and other statements which are
other than statements of historical fact, including all statements regarding the
expected impact of the ongoing COVID-19 pandemic on our business; and statements
regarding acquisitions including the acquired companies' financial position,
market position, product development and business strategy, expected cost
synergies, expected timing and benefits of the transaction, difficulties in
integrating entities or operations, as well as estimates of our and the acquired
entities' future expenses, sales and earnings per share are forward-looking. In
addition, all statements regarding anticipated growth in our revenue,
anticipated effects of any product recalls, anticipated market conditions,
planned product launches and expected results of operations and integration of
any acquisition are forward-looking. To identify these statements, look for
words like "believes," "outlook," "probable," "expects," "may," "will,"
"should," "could," "seeks," "intends," "plans," "estimates" or "anticipates" and
similar words or phrases. Forward-looking statements necessarily depend on
assumptions, data or methods that may be incorrect or imprecise and are subject
to risks and uncertainties. Among the factors that could cause our actual
results and future actions to differ materially from those described in
forward-looking statements are:
•      The effects of the ongoing COVID-19 pandemic and related economic

disruptions and new governmental regulations on our business, results of

operations, cash flow and financial condition, including but not limited

to the potential impact on our sales, operations and supply chain.

• Adverse changes in the global or regional general business, political and

economic conditions, including the impact of continuing uncertainty and

instability of certain countries, that could adversely affect our global

markets, and the potential adverse economic impact and related uncertainty

caused by these items, including but not limited to, the ongoing COVID-19

       pandemic, and escalating global trade barriers including additional
       tariffs, by countries such as China.

• Adverse changes in global political and economic conditions, and related

uncertainty caused by the United Kingdom's withdrawal from the European

Union and its potential impact on, among other things, the movement of

goods and materials in our supply chain, additional regulatory approvals

and requirements, and increased tariffs and duties.

• Changes in tax laws or their interpretation and changes in statutory tax

rates, including but not limited to, the U.S., the United Kingdom and

other countries may affect our taxation of earnings recognized in foreign

jurisdictions and/or negatively impact our effective tax rate.

• Foreign currency exchange rate and interest rate fluctuations including

the risk of fluctuations in the value of foreign currencies or interest

rates that would decrease our revenues and earnings.

• Our existing and future variable rate indebtedness and associated interest

       expense is impacted by rate increases, which could adversely affect our
       financial health or limit our ability to borrow additional funds.

• Acquisition-related adverse effects including the failure to successfully

obtain the anticipated revenues, margins and earnings benefits of

acquisitions, integration delays or costs and the requirement to record

significant adjustments to the preliminary fair value of assets acquired

and liabilities assumed within the measurement period, required regulatory

approvals for an acquisition not being obtained or being delayed or

subject to conditions that are not anticipated, adverse impacts of changes

to accounting controls and reporting procedures, contingent liabilities or

indemnification obligations, increased leverage and lack of access to

available financing (including financing for the acquisition or

       refinancing of debt owed by us on a timely basis and on reasonable terms).


•      Compliance costs and potential liability in connection with U.S. and
       foreign laws and health care regulations pertaining to privacy and
       security of third- party information, such as HIPAA and the California
       Consumer Privacy



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      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations



Act in the U.S. and the General Data Protection Regulation requirements in Europe, including but not limited to those resulting from data security breaches. • A major disruption in the operations of our manufacturing, accounting and

financial reporting, research and development, distribution facilities or

raw material supply chain due to the ongoing COVID-19 pandemic,

integration of acquisitions, man-made or natural disasters, cybersecurity

incidents or other causes.

• A major disruption in the operations of our manufacturing, accounting and

financial reporting, research and development or distribution facilities

due to technological problems, including any related to our information

systems maintenance, enhancements or new system deployments, integrations

       or upgrades.


•      Market consolidation of large customers globally through mergers or
       acquisitions resulting in a larger proportion or concentration of our
       business being derived from fewer customers.

• Disruptions in supplies of raw materials, particularly components used to

manufacture our silicone hydrogel lenses.

• New U.S. and foreign government laws and regulations, and changes in

existing laws, regulations and enforcement guidance, which affect areas of

our operations including, but not limited to, those affecting the health

       care industry, including the contact lens industry specifically and the
       medical device or pharmaceutical industries generally, including but not
       limited to the EU Medical Devices Regulation (MDR), the EU In Vitro
       Diagnostic Medical Devices Regulation (IVDR), and the medical device
       excise tax under the U.S. Affordable Care Act.


•      Legal costs, insurance expenses, settlement costs and the risk of an

adverse decision, prohibitive injunction or settlement related to product

liability, patent infringement or other litigation.

• Limitations on sales following product introductions due to poor market

acceptance.

• New competitors, product innovations or technologies, including but not

       limited to, technological advances by competitors, new products and
       patents attained by competitors, and competitors' expansion through
       acquisitions.

• Reduced sales, loss of customers and costs and expenses related to product

recalls and warning letters.

• Failure to receive, or delays in receiving, regulatory approvals for products.


•      Failure of our customers and end users to obtain adequate coverage and
       reimbursement from third-party payors for our products and services.

• The requirement to provide for a significant liability or to write off, or

       accelerate depreciation on, a significant asset, including goodwill, other
       intangible assets and idle manufacturing facilities and equipment.

• The success of our research and development activities and other start-up

projects.

• Dilution to earnings per share from acquisitions or issuing stock.

• Impact and costs incurred from changes in accounting standards and policies.

• Environmental risks, including increasing environmental legislation and

the broader impacts of climate change.

• Other events described in our Securities and Exchange Commission filings,

including the "Business" and "Risk Factors" sections in our Annual Report

on Form 10-K for the fiscal year ended October 31, 2019, as such Risk

Factors may be updated in quarterly filings including updates made in this

filing.



We caution investors that forward-looking statements reflect our analysis only
on their stated date. We disclaim any intent to update them except as required
by law.



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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations




Results of Operations
In this section, we discuss the results of our operations for the second quarter
of fiscal 2020 ended April 30, 2020 and the six months then ended and compare
them with the same periods of fiscal 2019. We discuss our cash flows and current
financial condition under "Capital Resources and Liquidity." Within the tables
presented, percentages are calculated based on the underlying whole-dollar
amounts and, therefore, may not recalculate exactly from the rounded numbers
used for disclosure purposes.
[[Image Removed: netsalesa14.jpg]]
Non-GAAP Financial Measures

The succeeding sections of Management's Discussion and Analysis (MD&A) may
include certain financial measures that are not defined by accounting principles
generally accepted in the United States of America (U.S. GAAP). These measures,
which are referred to as non-GAAP measures, are listed below:
•      Free Cash Flow - Free cash flow is calculated as net cash provided by
       operating activities less capital expenditures.

• Constant currency - Constant currency is defined as excluding the effect

of foreign currency fluctuations.



For a discussion of these measures and the reasons management believes they are
useful to investors, refer to "Summary of Non-GAAP Financial Measures" below. To
the extent applicable, this MD&A includes reconciliations of these non-GAAP
measures to the most directly comparable financial measures calculated and
presented in accordance with U.S. GAAP.

The presentation of these non-GAAP financial measures is not intended to be a
substitute for, or superior to, the financial information prepared and presented
in accordance with GAAP and may be different from non-GAAP financial measures
used by other companies, and therefore, may not be comparable among companies.

COVID-19 Considerations


The World Health Organization has categorized the Coronavirus disease 2019
("COVID-19") as a pandemic. The COVID-19 pandemic has caused a severe global
health crisis, along with economic and societal disruptions and uncertainties,
which have negatively impacted business and healthcare activity globally. As a
result of healthcare systems responding to the demands of managing the pandemic,
governments around the world imposing measures designed to reduce the
transmission of the COVID-19 virus, and individuals responding to the concerns
of contracting the COVID-19 virus, many of our optical retailer, hospital,
medical office and fertility clinic customers have closed their facilities,
restricted access, or delayed or cancelled patient visits, exams and elective
medical procedures. This has had, and we believe will continue to have, an
adverse effect on our sales, operating results and cash flows.


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We have taken an active role in addressing the ongoing pandemic's impact on our
employees, suppliers, distribution channels, operations and customers, including
taking precautionary measures, such as implementing contingency plans, and
making operational adjustments as necessary. In most locations, employees not
directly involved in manufacturing and distribution are working remotely. We
have taken measures to ensure the safety of our essential personnel in our
manufacturing and distribution centers, and we have endeavored and continue to
follow recommended actions of government and health authorities to protect our
employees worldwide.

As of the date of this filing, we have not experienced any significant
disruption in our manufacturing facilities. We had no significant disruption in
our access to necessary raw materials and other supplies or with our
distribution network; however, we have experienced higher unabsorbed fixed
overhead costs, labor inefficiencies, higher cost of production and higher
freight charges as a result of COVID-19. Our manufacturing and distribution
operations have responded to the impacts related to COVID-19, and we have been
able to continue to supply our products around the world without interruption.
In the future, we may decide or need to implement additional precautionary
measures or operational adjustments as we deem prudent to meet consumer demand
or to help further ensure employee safety. We believe that the actions we are
taking have enabled us to keep our employees safe and our supply chain intact
and will help us emerge from this global pandemic operationally sound and well
positioned for long-term growth.

The extent to which the global COVID-19 pandemic and related economic
disruptions impact our business, results of operations, cash flow and financial
condition will depend on future developments. At this time, future developments
are highly uncertain, difficult to predict and largely outside of our control.
These include, but are not limited to, the spread, duration and severity of the
pandemic outbreak and any subsequent waves of additional outbreaks, actions
taken by governments to contain the pandemic, address its impact or respond to
the reduction in global and local economic activity, and how quickly and to what
extent normal economic and operating conditions can resume. We have and will
continue to closely monitor the developments relating to the COVID-19 pandemic
and the responses from governments and private sector participants and their
respective impacts on our Company and on our customers, suppliers, vendors and
business partners.

For more information on the risks associated with the COVID-19 pandemic, refer
to Part II, Item 1A, "Risk Factors" herein.
Second Quarter Highlights
•      Gross profit $323.5 million, down 25% from $432.6 million in the prior
       year period, primarily due to the negative impact of COVID-19 on revenue


•      Operating income $28.6 million down 81% from $146.9 million in the prior

year period

• Diluted earnings per share of $0.23, down 91% from $2.45 per share in the

prior year period

• Cash provided by operations $25.8 million, compared to $214.8 in the prior

       year period.


Six Months Highlights
•      Gross profit $750.0 million, down 12% from $851.1 million in the prior
       year period, primarily due to negative impact of COVID-19 on revenue

• Operating income $139.7 million, down 46% from $257.8 million in the prior

year period

• Diluted earnings per share of $2.05, down 55% from $4.52 per share in the

prior year period

• Cash provided by operations $155.5 million, compared to $316.6 million in

the prior year period.

Outlook

Overall, we remain optimistic about the long-term prospects for the worldwide
contact lens and general health care markets. However, the impact, risks and
uncertainty relating to the global COVID-19 pandemic and related economic
disruptions, as further described in the "COVID-19 Considerations" section above
and in the "Risk Factors" section in Part II, Item 1A of this filing, have
adversely affected our sales, cash flow and current performance and are likely
to further adversely affect our future sales, cash flow and performance.
Additionally, other events affecting the economy as a whole, including but not
limited to the uncertainty and instability of global markets driven by foreign
currency volatility, changes in tax legislation,

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debt concerns, the uncertainty during and after the transition period following
the United Kingdom's withdrawal from the European Union, changes to existing
regulations and new regulations, global trade barriers including additional
tariffs and the trend of consolidations within the health care industry could
impact our current performance and continue to represent a risk to our future
performance.
CooperVision - We compete in the worldwide contact lens market with our
spherical, toric and multifocal contact lenses offered in a variety of materials
including using silicone hydrogel Aquaform® technology and phosphorylcholine
(PC) Technology™. We believe that there will be lower contact lens wearer
dropout rates as technology improves and enhances the wearing experience through
a combination of improved designs and materials and the growth of preferred
modalities such as single-use and monthly wearing options. CooperVision also
competes in the myopia management and specialty eye care markets with products
such as orthokeratology (ortho-k) and scleral lenses. In November 2019,
CooperVision received United States Food & Drug Administration (FDA) approval
for its MiSight® 1 day lens, which is the first and only FDA-approved product
indicated to slow the progression of myopia in children with treatment initiated
between the ages of 8-12 and became available in the United States during fiscal
2020. CooperVision is focused on greater worldwide market penetration using
recently introduced products, and we continue to expand our presence in existing
and emerging markets, including through acquisitions.
CooperVision acquired the following entity during the six months ended April 30,
2019:
•      Blanchard Contact Lenses on December 28, 2018 - a privately-held scleral
       lens company, which expands CooperVision's specialty and scleral lens
       portfolio.


Our ability to compete successfully with a full range of silicone hydrogel
products is an important factor to achieving our desired future levels of sales
growth and profitability. CooperVision manufactures and markets a wide variety
of silicone hydrogel contact lenses. Our single-use silicone hydrogel product
franchises, clariti® and MyDay®, remain a focus as we expect increasing demand
for these products as well as future single-use products as the global contact
lens market continues to shift to this modality. Outside of single-use, the
Biofinity® and Avaira Vitality® product families comprise our focus in the FRP,
or frequent replacement product, market which encompasses the 2-week and monthly
modalities. Included in this segment are unique products such as Biofinity
Energys®, which helps individuals with digital eye fatigue.
CooperSurgical - Our CooperSurgical business competes in the general health care
market with a commitment to advancing the health of women, babies and families
through its diversified portfolio of products and services focusing on women's
health, fertility, diagnostics and contraception. CooperSurgical has established
its market presence and distribution system by developing products and acquiring
companies, products and services that complement its business model.
CooperSurgical acquired the following entity during the six months ended
April 30, 2020:
•      A privately-held distributor of IVF medical devices and systems on

December 13, 2019.

CooperSurgical acquired the following entity during the six months ended April 30, 2019: • Incisive Surgical Inc. on December 31, 2018 - a privately-held U.S.

medical device company that develops mechanical surgical solutions for

       skin closure.



Capital Resources - At April 30, 2020, we had $79.8 million in unrestricted
cash, primarily held outside the United States, and $793.8 million available
under our 2020 Credit Agreement. The $850.0 million term loan entered into on
April 1, 2020, and the $500.0 million term loan entered into on September 27,
2019 and amended on April 1, 2020, remain outstanding as of April 30, 2020.
See Note 6. Debt of the Consolidated Condensed Financial Statements for
additional information.
Considering recent market conditions and the ongoing COVID-19 pandemic crisis,
we have re-evaluated our operating cash flows and cash requirements and continue
to believe that current cash, cash equivalents, future cash flow from operating
activities and cash available under our 2020 Credit Agreement will be sufficient
to meet our anticipated cash needs, including working capital needs, capital
expenditures and contractual obligations for at least 12 months from the
issuance date of the consolidated condensed financial statements included in
this quarterly report. To the extent additional funds are necessary to meet our
liquidity needs such as that for acquisitions, share repurchases, cash dividends
or other activities as we execute our business strategy, we anticipate that
additional funds will be obtained through the incurrence of additional

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indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all.

Transition from LIBOR


The United Kingdom'sFinancial Conduct Authority, which regulates the London
Interbank Offered Rate (LIBOR), announced in July 2017 that it will no longer
persuade or require banks to submit rates for LIBOR after 2021. Further, in
March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):
Facilitation of the Effects of Reference Rate Reform on Financial Reporting.
This guidance provides optional expedients and exceptions for applying generally
accepted accounting principles (GAAP) to contracts, hedging relationships, and
other transactions affected by reference rate reform if certain criteria are
met. The Company has material contracts that are indexed to LIBOR and is
continuing to monitor this activity and evaluate the related risk. We are
continuing to evaluate the scope of impacted contracts and the potential impact.
We are also monitoring the developments regarding alternative rates and may
amend certain contracts to accommodate those rates if the contract does not
already specify a replacement rate. While the notional value of agreements
potentially indexed to LIBOR is material, we are not yet able to reasonably
estimate the expected impact.

Selected Statistical Information - Percentage of Net Sales

                                           Three Months                                   Six Months
                                                          2020 vs 2019      Percentage of Net Sales     2020 vs 2019
                              Percentage of Net Sales      % Change in                                  % Change in
                                                            Absolute                                      Absolute
Periods Ended April 30,         2020            2019         Values           2020            2019         Values
Net sales                        100 %            100 %        (20 )%          100 %            100 %        (9 )%
Cost of sales                     38 %             34 %         (9 )%           36 %             34 %        (2 )%
Gross profit                      62 %             66 %        (25 )%           64 %             66 %       (12 )%
Selling, general and
administrative expense            45 %             38 %         (4 )%           42 %             39 %         -  %
Research and development
expense                            5 %              3 %         13  %            4 %              3 %        10  %
Amortization of intangibles        6 %              6 %         (8 )%            6 %              6 %        (6 )%
Gain on sale of an
intangible                         - %              3 %          -  %            - %              1 %         -  %
Operating income                   5 %             22 %        (81 )%           12 %             20 %       (46 )%


Net Sales Growth by Business Unit
Periods Ended April 30,                        Three Months                                                    Six Months
                                                   Increase /      2020 vs 2019                                     Increase /      2020 vs 2019
($ in millions)           2020        2019         (Decrease)        % Change           2020          2019          (Decrease)        % Change
CooperVision            $ 402.2$ 484.2$      (82.0 )       (17 )%          $   887.4$   954.3$      (66.9 )        (7 )%
CooperSurgical            122.7       170.1            (47.4 )       (28 )%              283.7         328.1            (44.4 )       (14 )%
Net sales               $ 524.9$ 654.3$     (129.4 )       (20 )%          $ 1,171.1$ 1,282.4$     (111.3 )        (9 )%

CooperVision Net Sales The contact lens market has two major product categories: • Spherical lenses including lenses that correct near- and farsightedness

uncomplicated by more complex visual defects

• Toric and multifocal lenses including lenses that, in addition to correcting

near- and farsightedness, address more complex visual defects such as

astigmatism and presbyopia by adding optical properties of cylinder and axis,

    which correct for irregularities in the shape of the cornea.





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                           and Results of Operations




CooperVision Net Sales by Category
[[Image Removed: chart-0ee543aeb4d852fabb6.jpg]][[Image Removed: chart-5944517e6e3b569e9eb.jpg]]
Three Months Ended April 30,                        2020 vs 2019
($ in millions)                2020       2019        % Change
Toric                        $ 133.6$ 155.3         (14 )%
Multifocal                      45.1       49.7          (9 )%
Single-use spheres             116.1      135.3         (14 )%

Non single-use sphere, other 107.4 143.9 (25 )%

                             $ 402.2$ 484.2         (17 )%



[[Image Removed: chart-7a6f8d2001f3d116f66.jpg]][[Image Removed: chart-02ed7f843303a3c54f9.jpg]]

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Six Months Ended April 30,
                                                      2020 vs 2019
($ in millions)                  2020       2019        % Change
Toric                          $ 288.7$ 301.3          (4 )%
Multifocal                        96.9       98.7          (2 )%
Single-use spheres               254.2      267.3          (5 )%
Non single-use sphere, other     247.6      287.0         (14 )%
                               $ 887.4$ 954.3          (7 )%


In the three and six months ended April 30, 2020:
•      The COVID-19 pandemic has negatively impacted our business and has

resulted in reduction of revenues in both the three and six month periods

of 17% and 7%, respectively, compared to the corresponding periods in the

prior year. Customers have either slowed down purchases or delayed orders

due to a desire to reduce inventories, reduced contact lens wear driven by

limited social interaction and lack of patient access on account of office

closures. We experienced downward pressure on revenue when major markets

started closing as social restrictions were put in place and the offices

       of many health care providers were closed.


•      Toric lenses declined primarily due to lower sales of Biofinity,
       Biomedics, Proclear and partially offset by higher sales of MyDay

• Multifocal lenses declined primarily due to lower sales of Biofinity and

Proclear

• Single-use sphere lenses reduction was primarily attributed to decrease in

       Proclear, Biomedics, clariti lenses partially offset by an increase in
       MiSight sales

• Non-single-use spheres decreased due to lower Biofinity and Biomedics

       sphere sales


•      "Other" products primarily include lens care which represented

approximately 2% of net sales in the three and six months ended April 30,

2020, and in prior year comparative periods

• There was a decrease in sales of silicone hydrogel products including

older hydrogel products. Total silicone hydrogel products decreased by 15%

and 4% in three and six months ended, respectively, representing 73% of

net sales in the three and six months ended April 30, 2020 compared to 71%

       in the three and six months ended April 30, 2019


•      Foreign exchange rates negatively impacted sales by approximately $7.5

million and $9.7 million in the three and six months ended, respectively,

       primarily attributable to fluctuations in the Euro, compared to $22.3
       million and $35.6 million in prior year periods. In the three and six

months ended April 30, 2020, net sales decreased 15% and 6% in constant

currency over the prior year periods

• Sales reduction was primarily driven by a decrease in the volume of lenses

sold. Average realized prices by product did not materially influence

sales

• We expect to continue seeing downward pressure on revenues if the COVID-19

pandemic continues, optical retailers and healthcare centers continue to

restrict access, and social distancing measures continue.

CooperVision Net Sales by Geography


CooperVision competes in the worldwide soft contact lens market and services in
three primary regions: the Americas, EMEA (Europe, Middle East and Africa) and
Asia Pacific.

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Periods Ended April 30,              Three Months                          Six Months
                                              2020 vs 2019                           2020 vs 2019
($ in millions)             2020      2019    % Change           2020       2019     % Change
Americas                  $ 149.6$ 193.4        (23 )%      $ 339.0$ 369.4        (8 )%
EMEA                        154.1     181.1        (15 )%        341.1      365.4        (7 )%
Asia Pacific                 98.5     109.7        (10 )%        207.3      219.5        (6 )%
                          $ 402.2$ 484.2        (17 )%      $ 887.4$ 954.3        (7 )%


CooperVision's regional reduction in Americas, EMEA and Asia Pacific was
primarily attributable to disruption from COVID-19 pandemic. The COVID-19 virus
had spread beyond Asia into different geographies including the United States
and Europe, and the number of shelter-in-place directives issued by local
authorities increased, resulting in negative impact on regional revenues. We
expect to continue seeing downward pressure on revenues if the COVID-19 pandemic
continues, optical retailers and healthcare centers continue to restrict access,
and social distancing measures continue.
Refer to CooperVision Net Sales by Category above for further discussion.
CooperSurgical Net Sales by Category
CooperSurgical supplies the family health care market with a diversified
portfolio of products and services. Our office and surgical offerings include
products that facilitate surgical and non-surgical procedures that are commonly
performed primarily by obstetricians and gynecologists in hospitals, surgical
centers, fertility clinics and medical offices. Fertility offerings include
highly specialized products and services that target the IVF process, including
diagnostics testing with a goal to make fertility treatment safer, more
efficient and convenient.
The chart below shows the percentage of net sales of office and surgical
products and fertility.
[[Image Removed: chart-15f99409c017599eba1.jpg]][[Image Removed: chart-02408aa0bf005f0c82a.jpg]]
Three Months Ended April 30,                          2020 vs 2019
($ in millions)                  2020       2019        % Change
Office and surgical products   $  69.6$ 105.7         (34 )%
Fertility                         53.1       64.4         (17 )%
                               $ 122.7$ 170.1         (28 )%




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[[Image Removed: chart-baa7b16d82fe2612d68.jpg]][[Image Removed: chart-fb6023178ce433dd8f6.jpg]]
Six Months Ended April 30,
                                                      2020 vs 2019
($ in millions)                  2020       2019        % Change
Office and surgical products   $ 168.0$ 201.4         (17 )%
Fertility                      $ 115.7$ 126.7          (9 )%
                               $ 283.7$ 328.1         (14 )%


In the three and six months ended April 30, 2020: • We have experienced COVID-19 pandemic-related economic disruptions and

decline in revenues during the three and six months ended April 30, 2020.

We experienced downward pressure on revenue when major markets started

closing as social restrictions were put in place and the offices of many

health care providers were closed. In response to the COVID-19 pandemic,

as a precautionary measure, many health care facilities and medical

offices were closed or restricted access and many surgeries and elective

medical procedures and exams have been deferred or cancelled. Further,

       there has been a significant reduction in physician office visits, and
       healthcare centers have postponed or cancelled capital purchases.

• Office and surgical products decreased compared to the prior year periods

mainly due to reduction in Paragard sales compared to prior year periods.

Further, there has been a reduction in revenue from other surgical

products such as Uterine Manipulators, Surgical Retractors, Closure

products and Filshie Clip system, partially offset by an increase in

revenue from acquired products of Incisive Surgical and Endosee products

• Fertility net sales declined compared to the prior year periods mainly due

       to reduction in revenue from PGS/PGD testing, IVF consumables and IVF
       equipment


•      Foreign exchange rates negatively impacted sales by approximately $1.4

million and $2.1 million in the three and six months ended, respectively,

primarily attributable to fluctuations in the Danish Krone, compared to

$3.7 million and $6.0 million in the prior year periods. In the three and

six months of 2020, net sales decreased 27% and 13% in constant currency

over the prior year periods

• We expect to continue seeing downward pressure on revenues if the COVID-19

pandemic continues, hospitals and healthcare centers continue to restrict

       access, and social distancing measures continue.





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      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations




Gross Margin
Gross Profit Percentage of Net Sales     Three Months        Six Months
Periods Ended April 30,                 2020       2019     2020     2019
CooperVision                             62 %       66 %    64 %      66 %
CooperSurgical                           61 %       67 %    65 %      68 %
Consolidated                             62 %       66 %    64 %      66 %



Our gross margins have declined across our businesses mainly from lower sales
volume of high margin products and some unabsorbed fixed overhead costs, labor
inefficiencies, higher manufacturing costs and higher freight costs as a result
of the economic impact of the COVID-19 pandemic.
CooperVision's gross margin decreased in the three and six months ended April
30, 2020 compared to fiscal 2019 due to:
•      $16.2 million and $22.0 million of costs respectively, primarily related

to incremental costs associated with the impact of the COVID-19 pandemic

and other manufacturing related costs

• the unfavorable impact to margin from changes in product mix; and

• acquisition, integration and manufacturing related costs of $3.6 million

       and $4.7 million included in three and six months ended April 30, 2019,
       respectively.

CooperSurgical's decrease in gross margin in the three and six months ended April 30, 2020 compared to fiscal 2019 due to:

$5.9 million and $8.5 million of costs respectively, primarily incremental

       costs associated with the impact of the COVID-19, integration costs and
       higher inventory reserves; and

• acquisition, integration and manufacturing related costs of $4.1 million

       and $8.3 million included in the three and six months ended April 30,
       2019.



Selling, General and Administrative Expense (SGA)
Three Months Ended April 30,              % Net               % Net
($ in millions)                  2020     Sales      2019     Sales     2020 vs 2019 % Change
CooperVision                   $ 160.8      40 %   $ 169.0      35 %            (5 )%
CooperSurgical                    62.9      51 %      68.1      40 %            (7 )%
Corporate                         13.5       -         9.7       -              40  %
                               $ 237.2      45 %   $ 246.8      38 %            (4 )%

Six Months Ended April 30,                % Net               % Net
($ in millions)                  2020     Sales      2019     Sales     2020 vs 2019 % Change
CooperVision                   $ 333.2      38 %   $ 337.7      35 %            (1 )%
CooperSurgical                   135.3      48 %     136.9      42 %            (1 )%
Corporate                         27.0       -        22.2       -              22  %
                               $ 495.5      42 %   $ 496.8      39 %             -  %



SGA expense decreased and remained relatively flat in the three and six months
ended April 30, 2020, respectively, mainly due to reductions in advertising &
marketing initiatives, lower distribution costs and lower travel expenses as a
result of the COVID-19 pandemic. As a percentage of sales, SGA increased in the
three and six months ended April 30, 2020 compared to fiscal 2019.
CooperVision's SGA decreased in the three and six months ended April 30, 2020
compared to fiscal 2019 due to lower distribution, selling expenses and lower
integration activities. CooperVision's SGA in the three and six months ended
April 30, 2020 included costs primarily related to integration activities of
$0.8 million and $1.4 million respectively.

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                           and Results of Operations




CooperVision's SGA in the prior year periods included $2.1 million and $4.5
million of integration and third-party consulting costs, in the three and six
months ended April 30, 2019, respectively.
The decrease in CooperSurgical's SGA in the three and six months ended April 30,
2020 compared to fiscal 2019 was primarily due to lower selling expenses and
savings from reduced headcount and lower travel expenses. CooperSurgical's SGA
in the three and six months ended April 30, 2020, included integration expenses
and European Medical Devices Regulation costs of $4.4 million and $10.5 million
respectively. CooperSurgical's SGA in the prior year periods included $4.0
million and $12.4 million of primarily acquisition and integration expenses of
acquired companies, as well as third-party consulting costs, in the three and
six months ended April 30, 2019 respectively.
The increase in Corporate SGA in the three and six months ended April 30, 2020
compared to fiscal 2019 was primarily due to higher share-based compensation
expense.
Research and Development Expense (R&D)
Three Months Ended April 30,              % Net               % Net    2020 vs 2019
($ in millions)                 2020      Sales     2019      Sales      % Change
CooperVision                   $ 12.8      3 %     $ 12.9      3 %         (1 )%
CooperSurgical                   11.0      9 %        8.1      5 %         35  %
                               $ 23.8      5 %     $ 21.0      3 %         13  %

Six Months Ended April 30,                % Net               % Net    2020 vs 2019
($ in millions)                 2020      Sales     2019      Sales      % Change
CooperVision                   $ 25.9      3 %     $ 26.5      3 %         (2 )%
CooperSurgical                   20.1      7 %       15.5      5 %         30  %
                               $ 46.0      4 %     $ 42.0      3 %         10  %

In the three months and six months ended April 30, 2020: • CooperVision's R&D decreased in the three and six months ended April 30,

2020 compared to fiscal 2019, mainly due to timing of clinical studies. As

a percentage of sales, R&D expense remained flat. CooperVision's R&D

activities are primarily focused on the development of contact lenses,

       manufacturing technology and process enhancements.


•      The increase in CooperSurgical's R&D in the three and six months ended

April 30, 2020 compared to fiscal 2019 was primarily due to increased

investment activities in developing new products and services and upgrades

of existing products. CooperSurgical has not paused research programs

during the COVID-19 pandemic and has increased its spend to accelerate

innovations in key investment areas and support our long term objectives.

As a percentage of sales, R&D expense increased. CooperSurgical's R&D

activities include diagnostics, IVF product development and the design and

upgrade of surgical procedure devices.



Amortization Expense
Three Months Ended April 30,           % Net              % Net     2020 vs 2019
($ in millions)               2020     Sales     2019     Sales       % Change
CooperVision                 $  7.8       2 %   $ 10.8       2 %        (28 )%
CooperSurgical                 26.1      21 %     26.1      15 %          -  %
                             $ 33.9       6 %   $ 36.9       6 %         (8 )%

Six Months Ended April 30,             % Net              % Net     2020 vs 2019
($ in millions)               2020     Sales     2019     Sales       % Change
CooperVision                 $ 16.4       2 %   $ 21.2       2 %        (23 )%
CooperSurgical                 52.4      18 %     52.3      16 %          -  %
                             $ 68.8       6 %   $ 73.5       6 %         (6 )%



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CooperVision amortization expense decreased in the three and six months ended
April 30, 2020 compared to fiscal 2019 due to certain intangible assets becoming
fully amortized.
CooperSurgical's amortization expense remained relatively flat.
Gain on sale of an Intangible Asset
In the second quarter of fiscal 2019, CooperSurgical sold an exclusive
distribution right for $21.0 million and recognized a gain of $19.0 million.

Operating Income
Three Months Ended April 30,               % Net                % Net    2020 vs 2019
($ in millions)                  2020      Sales      2019      Sales      % Change
CooperVision                   $  67.7      17  %   $ 125.5       26 %        (46 )%
CooperSurgical                   (25.6 )   (21 )%      31.1       18 %       (182 )%
Corporate                        (13.5 )     -         (9.7 )      -           40  %
                               $  28.6       5  %   $ 146.9       22 %        (81 )%

Six Months Ended April 30,                 % Net                % Net    2020 vs 2019
($ in millions)                  2020      Sales      2019      Sales      % Change
CooperVision                   $ 190.6      21  %   $ 241.7       25 %        (21 )%
CooperSurgical                   (23.9 )    (8 )%      38.3       12 %       (162 )%
Corporate                        (27.0 )     -        (22.2 )      -           22  %
                               $ 139.7      12  %   $ 257.8       20 %        (46 )%


The operating income for the three and six months ended April 30, 2020 was primarily impacted by the COVID-19 pandemic which resulted in a decrease to revenue and additional expenses due to COVID-19 related costs as discussed above.

CooperVision operating income decreased as a percentage of net sales and in absolute dollars in the three and six months ended April 30, 2020 compared to fiscal 2019 primarily due to a decrease in net sales partially offset by a decrease in operating expenses and a decrease in amortization expenses.


CooperSurgical operating income decreased as a percentage of net sales and in
absolute dollars in the three and six months ended April 30, 2020 compared to
fiscal 2019 primarily due to a decrease in net sales and higher R&D expenses to
support growth partially offset by a decrease in operating expenses. Prior year
CooperSurgical three and six months operating income included a $19.0 million
gain realized on the sale of an exclusive distribution right for $21.0 million.

The increase of Corporate operating loss in the three and six months ended April 30, 2020 compared to fiscal 2019 was primarily due to higher stock-based compensation expense.


On a consolidated basis, operating income decreased in absolute dollars and as a
percentage of net sales primarily due to the negative impact of COVID-19, as
discussed above.
Interest Expense
Three Months Ended April 30,               % Net                     % Net        2020 vs 2019
($ in millions)               2020         Sales        2019         Sales          % Change
Interest expense             $ 12.8         2 %        $ 18.5         3 %             (31 )%

Six Months Ended April 30,                                                        2020 vs 2019
($ in millions)               2020      % Net Sales     2019      % Net Sales       % Change
Interest expense             $ 24.4         2 %        $ 36.6         3 %             (33 )%



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      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations




Interest expense decreased as a percentage of net sales and in absolute dollars
primarily due to lower average debt balances and lower interest rates compared
to the prior year period, partially offset by the write-off of debt issuance
costs.

Other Expense (Income), Net
Periods Ended April 30,           Three Months         Six Months
($ in millions)                  2020      2019      2020      2019
Foreign exchange loss (gain)   $   2.4$ 0.4$ 3.8$ (0.1 )
Other Expense (Income), net        4.4     (0.1 )     5.1      (0.6 )
                               $   6.8$ 0.3$ 8.9$ (0.7 )


Foreign exchange loss (gain) primarily resulted from the revaluation and
settlement of foreign currency-denominated balances.
Other expense (income) increased in the three and six months ended April 30,
2020, primarily due to non-consolidated subsidiary investments charges during
the period.
Provision for Income Taxes
The Company's effective tax rates were a benefit of 27.7% and expense of 4.5%
for the second quarter of fiscal 2020 and 2019, respectively and an expense of
4.2% and a benefit of 1.7% for the first six months of fiscal 2020 and 2019,
respectively. The decrease in the effective tax rate for the second quarter of
fiscal 2020 compared to fiscal 2019 was primarily due to the significant drop of
actual quarterly PBT (Profit before tax) due to the market volatility and
instability as a result of the COVID-19 pandemic. The Company's effective tax
rate for the first six months of fiscal year 2020 was higher than 2019, mainly
due to settlement of tax audits, revisions to the provisional tax charges
relating to the 2017 Act and excess tax benefits from share-based compensation
that favorably impacted the 2019 effective tax rate. The Company's effective tax
rate for the second quarter of fiscal 2020 was lower than the U.S statutory tax
rate as a result of the discrete tax benefits mainly from stock compensation
excess tax benefit and a favorable mix of income from foreign jurisdictions with
preferential tax rates.
Share-Based Compensation Plans
The Company has several share-based compensation plans that are described in our
Annual Report on Form 10-K for the fiscal year ended October 31, 2019. The
compensation expense and related income tax benefit recognized in our
Consolidated Statements of Income and Comprehensive Income for share-based
awards were as follows:
Periods Ended April 30,                          Three Months         Six Months
($ in millions)                                 2020       2019     2020      2019

Selling, general and administrative expense $ 8.3$ 6.1$ 17.0

  $ 15.3
Cost of sales                                      1.1      1.4       2.1   

2.9

Research and development expense                   0.6      0.9       1.2   

1.9

Total share-based compensation expense $ 10.0$ 8.4$ 20.3

 $ 20.1
Related income tax benefit                    $    1.1$ 1.1$  2.5$  2.9




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      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations




Capital Resources and Liquidity
Second Quarter Highlights
•      Operating cash flow was $25.8 million compared to $214.8 million in the

prior year period

• Expenditures for purchases of property, plant and equipment were $89.3

million compared to $52.7 million in the prior year period

• Cash provided by operations $25.8 million offset by capital expenditures

$89.3 million resulted in negative free cash flow of $(63.5) million, down

139% compared to the prior year period.

Six-Month Highlights • Operating cash flow was $155.5 million compared to $316.6 million in the

prior year period

• Expenditures for purchases of property, plant and equipment were $158.3

million compared to $131.9 million in the prior year period

• Cash payments for acquisitions and others, of $11.2 million, compared to

$50.8 million in the prior year period.

• Cash provided by operations $155.5 million offset by capital expenditures

$158.3 million resulted in negative free cash flow of $(2.8) million, down

102% compared to the prior year period.


Comparative Statistics
($ in millions)                                 April 30, 2020     October 31, 2019
Cash and cash equivalents                      $         79.8     $           89.0
Total assets                                   $      6,510.0$        6,274.5
Working capital                                $        140.9     $           52.8
Total debt                                     $      1,899.3$        1,826.3
Stockholders' equity                           $      3,627.4$        3,628.6
Ratio of debt to equity                                0.52:1               0.50:1
Debt as a percentage of total capitalization               34 %             

33 %



Working Capital
The increase in working capital at April 30, 2020 from the end of fiscal 2019
was primarily due to:
•      decrease in other current liabilities $67.8 million primarily due to

timing of payments and a reduction in fiscal 2020 customer rebate accruals

       due to the decrease in sales resulting from the COVID-19 pandemic

• decrease in accounts payable $21.4 million due to timing of payments

• decrease in employee compensation and benefits of $18.4 million

• increase in inventories $61.3 million; and

• increase in prepaid expense and other current assets $17.2 million;

partially offset by

• decrease in trade accounts receivable $66.5 million due to lower sales and

       timing of collections; and


•      recognition of current operating lease liabilities $31.5 million on
       adoption of ASC 842 Leases


At April 30, 2020, our inventory months on hand were 8.5 compared to 6.4 at
October 31, 2019. The $61.3 million increase in inventories was primarily due to
lower sales.
Our days sales outstanding (DSO) increased to 67 days at April 30, 2020,
compared to 56 days at October 31, 2019, primarily due to lower sales and timing
of collections.


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      Item 2. Management's Discussion and Analysis of Financial Condition
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Operating Cash Flow

Cash provided by operating activities decreased by $161.1 million from $316.6
million during the first half of fiscal 2019 to $155.5 million in the first half
of fiscal 2020. This decrease in cash flow provided by operating activities
primarily consists of:
•      decrease in net income of $123.5 million from a net income of $225.5

million in the first half of fiscal 2019 to $102.0 million in the first

half of fiscal 2020; and

• increase of $100.1 million in net cash outflow from changes in operating

capital, from $19.7 million outflow in the first half of fiscal 2019 to

$119.8 million outflow in the first half of fiscal 2020, partially offset

       by;


• increase of $43.6 million in non-cash items, from $(9.7) million during

       the first half of fiscal 2019 to $33.9 million during the first half of
       fiscal 2020.


The decrease in net income of $123.5 million was caused primarily by the negative impact of COVID-19 on sales, higher unabsorbed fixed overhead costs, labor inefficiencies, higher cost of production and higher freight charges, partially offset by decrease in operating expenses.

The $100.1 million decrease in the net cash flow from changes in operating capital compared to the prior year period is primarily due to: • $71.7 million decrease in the net changes in accrued liabilities and other

primarily due to impact from adoption of ASC 842, Leases and a reduction

in customer rebate accruals as a result of the decrease in sales

$43.6 million decrease in the net changes in prepayments and other assets

       primarily due to the refund of the prepayment made to the U.K. Tax
       Authorities in the prior year period

$36.8 million decrease in the net changes in inventories primarily due to

lower sales

$24.9 million decrease in the net changes in income tax payable, partially

offset by;

$88.7 million increase in the net changes in trade and other receivables

       primarily from decrease in accounts receivable due to lower sales and
       timing of collections.


The $43.6 million increase in non-cash items compared to the prior year period was primarily due to:

• increase of $26.1 million driven by net changes in long term tax

liabilities, deferred taxes and defined benefit pension

$16.0 million in non-cash lease expense

Investing Cash Flow


Cash used in investing activities decreased by $13.2 million to $169.5 million
in the first half of fiscal 2020 from $182.7 million in the first half of fiscal
2019 due to:

• decrease of $39.6 million in payments made for acquisitions in the first

half of fiscal 2020 compared to the prior year period, largely due to the

acquisition of Incisive Surgical Inc. and Blanchard Contact Lenses in the

first half of fiscal 2019, partially offset by;

• increase of $26.4 million in capital expenditures primarily used to invest

in the expansion of our manufacturing capacity.

Financing Cash Flow


Cash flows from financing activities increased by $117.1 million to $8.4 million
cash inflow in the first half of fiscal 2020 compared to $108.7 million outflow
in the first half of fiscal 2019, primarily due to:

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                           and Results of Operations




$1,437.2 million increase in proceeds from long-term debt, primarily due

       to funds received from the Revolving Credit and Term Loan Agreement
       entered into on April 1, 2020, partially offset by;

$842.5 million increase in repayments of long-term debt, primarily related

to termination of 2017 Term Loan Agreement and the 2016 Credit Agreement

$427.4 million decrease in net proceeds from short-term debt, primarily

due to $400 million short term loan taken on November 1, 2018.



On April 1, 2020, the Company entered into a Revolving Credit and Term Loan
Agreement (the 2020 Credit Agreement), among the Company and KeyBank National
Association, as administrative agent. The 2020 Credit Agreement provides for
(a) a multicurrency revolving credit facility (the 2020 Revolving Credit
Facility) in an aggregate principal amount of $1.290 billion and (b) a term loan
facility (the 2020 Term Loan Facility) in an aggregate principal amount of
$850.0 million, each of which, unless terminated earlier, mature on April 1,
2025. In addition, the Company has 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 $1.605
billion, subject to the discretionary participation of the lenders.

On April 1, 2020, in connection with the Company's entry into the 2020 Credit
Agreement, the Company terminated the 2017 Term Loan Agreement and the 2016
Credit Agreement. In connection with the termination, all borrowings outstanding
under the 2017 Term Loan Agreement and the 2016 Credit Agreement were repaid.

The following is a summary of the maximum commitments and the net amounts available to us under different credit facilities as of April 30, 2020:

                         Facility Limit        Outstanding      Outstanding Letters     Total Amount       Maturity Date
(In millions)                                  Borrowings            of Credit            Available
2020 Revolving
Credit Facility        $        1,290.0     $         495.0     $              1.2     $       793.8          April 1, 2025
2020 Term Loan
Facility                          850.0               850.0                    n/a                 -          April 1, 2025
2019 Term Loan                    500.0               500.0                    n/a                 -     September 25, 2020
Total                  $          2,640     $         1,845     $              1.2     $       793.8




The 2020 Credit Agreement and the 2019 Term Loan Agreement contain customary
restrictive covenants, as well as financial covenants that require the Company
to maintain a certain Total Leverage Ratio and Interest Coverage Ratio. As
defined, in the 2020 Credit Agreement and the 2019 Term Loan Agreement, we are
required to maintain an Interest Coverage Ratio of at least 3.00 to 1.00, and a
Total Leverage Ratio of no higher than 3.75 to 1.00. At April 30, 2020, we were
in compliance with the Interest Coverage Ratio at 15.00 to 1.00 and the Total
Leverage Ratio at 2.18 to 1.00.
See Note 6. Debt of the Consolidated Condensed Financial Statements for
additional information.

While the potential economic impact resulting from the COVID-19 pandemic and the
duration of the pandemic's impact are difficult to assess or predict, the impact
of the COVID-19 pandemic on the global financial markets may reduce our ability
to access capital, which could negatively impact our short-term and long-term
liquidity. In consideration of the significant uncertainty created by the
COVID-19 pandemic, we are continuing to assess our liquidity and anticipated
capital requirements. Notwithstanding the significant uncertainty created by the
COVID-19 pandemic, we believe future cash flow from operating activities and
availability under our 2020 Credit Agreement will be sufficient to meet our
anticipated cash needs, including working capital needs, capital expenditures
and contractual obligations for at least 12 months from the issuance date of the
consolidated condensed financial statements included in this quarterly report.
To the extent additional funds are necessary to meet our liquidity needs such as
that for acquisitions, share repurchases, cash dividends or other activities as
we execute our business strategy, we anticipate that additional funds will be
obtained through the incurrence of additional indebtedness, additional equity
financings or a combination of these potential sources of funds; however, such
financing may not be available on favorable terms, or at all.



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      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations




Share Repurchase

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

During the second quarter of fiscal 2020, we repurchased 160.8 thousand shares
of the Company's common stock for $47.8 million, at an average purchase price of
$296.88 per share. There was no share repurchase activity during the first
quarter of fiscal 2020. During the first half of fiscal 2019, we repurchased
24.5 thousand shares of our common stock for $6.1 million at an average purchase
price of $248.70 per share. At April 30, 2020, $359.7 million remains authorized
for repurchase under the program.

Summary of Non-GAAP Financial Measures


The non-GAAP financial measures that may be included in this MD&A and the
reasons management believes they are useful to investors are described below.
These measures should be considered supplemental in nature and are not intended
to be a substitute for the related financial information prepared in accordance
with U.S. GAAP. In addition, these measures may not be the same as similarly
named measures presented by other companies.

Free cash flow is defined as cash provided by operating activities less capital
expenditures. Management believes free cash flow is useful for investors as an
additional measure of liquidity because it represents cash that is available to
grow the business, make strategic acquisitions, repay debt, buyback common stock
or fund the dividend. We use free cash flow internally to understand, manage,
make operating decisions and evaluate our business. In addition, we use free
cash flow to help plan and forecast future periods.

Constant currency is defined as excluding the effect of foreign currency rate
fluctuations. In order to assist with the assessment of how our underlying
businesses performed, we compare the percentage change in revenues from one
period to another, excluding the effect of foreign currency fluctuations. To
present this information, current period revenue for entities reporting in
currencies other than the United States dollar are converted into United States
dollars at the average foreign exchange rates for the corresponding period in
the prior year.
Estimates and Critical Accounting Policies

Information regarding estimates and critical accounting policies is included in
Management's Discussion and Analysis on Form 10-K for the fiscal year ended
October 31, 2019. There have been no material changes in our policies from those
previously discussed in our Form 10-K for the fiscal year October 31, 2019.
Accounting Pronouncements
Information regarding new accounting pronouncements is included in Note 1.
General of the Consolidated Condensed Financial Statements of this Quarterly
Report on Form 10-Q.
Trademarks

Aquaform®, Avaira®, Avaira Vitality®, Biofinity®, MyDay®, MiSight®,
ActiveControl® and Proclear® are registered trademarks of The Cooper Companies,
Inc., its affiliates and/or subsidiaries. PC Technology™ and FIPS™ are
trademarks of The Cooper Companies, Inc., its affiliates and/or subsidiaries.
The clariti® mark is a registered trademark of The Cooper Companies, Inc., its
affiliates and/or subsidiaries worldwide except in the United States where the
use of clariti® is licensed. PARAGARD® is a registered trademark of
CooperSurgical, Inc.

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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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