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8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2014

THE COOPER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-8597

94-2657368

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588

(Address of principal executive offices)

(925) 460-3600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

On August 6, 2014, The Cooper Companies, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Original Form 8-K”) disclosing, among other things, that it had completed the previously announced acquisition of Sauflon Pharmaceuticals Limited (“Sauflon”).

This Current Report on Form 8-K/A amends and supplements Item 2.01 of the Current Report on Form 8-K filed by us on August 6, 2014 to provide the disclosures required by Item 9.01 of Form 8-K, which was not previously filed with the Form 8-K, including the required historical financial information of Sauflon and the required pro forma financial statements. Except as otherwise provided herein, the other disclosures made in the original Form 8-K remain unchanged.

Internet addresses in the exhibits are for information purposes only and are not intended to be hyperlinks to other The Cooper Companies, Inc. information.

Item 9.01.

Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired.

The audited financial statements of Sauflon for the year ended October 31, 2013 and unaudited financial statements of Sauflon for the nine months ended July 31, 2014 as required by this Item 9.01(a) are attached as Exhibits 99.1 and 99.2 hereto, respectively, and incorporated by reference herein.

The Report of Independent Auditor, issued by KPMG LLP, dated October 17, 2014, relating to Sauflon’s audited financial statements described above, is attached hereto in Exhibit 99.1 and incorporated herein by reference.

(b)	Pro forma financial information.

The unaudited pro forma financial information for the Company, after giving effect to the acquisition of Sauflon and adjustments described in such pro forma financial information, is attached hereto as Exhibit 99.3 and incorporated by reference herein.

(c)

Exhibits.


Exhibit		Description

23.1		Consent of Independent Auditor, KPMG LLP.

99.1		Audited consolidated financial statements of Sauflon as of October 31, 2013 and for the year ended October 31, 2013 and the notes related thereto.

99.2		Unaudited condensed consolidated financial statements of Sauflon as of and for the nine-month period ended July 31, 2014 and the notes related thereto.

99.3		Unaudited pro forma condensed combined balance sheet at July 31, 2014, and unaudited pro forma condensed combined statements of income for the year ended October 31, 2013 and nine-month period ended July 31, 2014.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


THE COOPER COMPANIES, INC.

By:		/s/ Tina Maloney
		Tina Maloney
		Corporate Controller
		(Principal Accounting Officer)

Dated: October 20, 2014

EXHIBIT INDEX


Exhibit		Description

23.1		Consent of Independent Auditor, KPMG LLP.

99.1		Audited consolidated financial statements of Sauflon as of October 31, 2013 and for the year ended October 31, 2013 and the notes related thereto.

99.2		Unaudited condensed consolidated financial statements of Sauflon as of and for the nine-month period ended July 31, 2014 and the notes related thereto.

99.3		Unaudited pro forma condensed combined balance sheet at July 31, 2014, and unaudited pro forma condensed combined statements of income for the year ended October 31, 2013 and nine-month period ended July 31, 2014.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITOR

We consent to the incorporation by reference in the registration statements (Nos. 333-22417, 333-108066, 333-25051, 333-27639, 333-34206, 333-40431, 333-48152, and 333-80795) on Form S-3 and registration statements (Nos. 333-10997, 333-58839, 333-174682, 333-67954, 333-101366, 333-104346, 333-115520, 333-133719, 333-133720, 333-14338, and 333-158892) on Form S-8 of The Cooper Companies, Inc. of our report dated October 17, 2014, with respect to the consolidated balance sheet of Sauflon Pharmaceuticals Limited as of October 31, 2013, and the related consolidated profit and loss account, consolidated statement of total recognised gains and losses, consolidated cash flow statement and notes for the year then ended, which report appears in the Form 8-K/A of The Cooper Companies, Inc. dated October 20, 2014.

/s/ KPMG

KPMG LLP

Reading, UK

October 17, 2014

EX-99.1

Exhibit 99.1

Independent Auditors’ Report

The Board of Directors

Sauflon Pharmaceuticals Limited:

We have audited the accompanying consolidated financial statements of Sauflon Pharmaceuticals Limited (the “Company”) and its subsidiaries, which comprise the consolidated balance sheet as of October 31, 2013, and the related consolidated profit and loss account, consolidated statement of total recognised gains and losses, consolidated cash flow statement for the year then ended, and the related notes to the consolidated financial statements, which, as described in Note 1 to the consolidated financial statements, have been prepared on the basis of generally accepted accounting practice in the United Kingdom.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with generally accepted accounting practice in the United Kingdom; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for Qualified Opinion

As more fully disclosed in Note 1 to the consolidated financial statements, generally accepted accounting practice in the United Kingdom requires that consolidated financial statements be presented with comparative financial information. These consolidated financial statements have been prepared as of and for the year ended October 31, 2013 solely for the inclusion in the U.S. Securities and Exchange Commission filings of The Cooper Companies, Inc. Accordingly, no comparative financial information is presented.

Qualified Opinion

In our opinion, except for the omission of comparative financial information described in the Basis for Qualified Opinion paragraph, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Sauflon Pharmaceuticals Limited and its subsidiaries as of October 31, 2013, and the results of their operations and their cash flows for the year then ended in accordance with generally accepted accounting practice in the United Kingdom.

Emphasis of Matter

As discussed in Note 1 and Note 27 to the consolidated financial statements, the Company prepared its consolidated financial statements in accordance with generally accepted accounting practice in the United Kingdom, which differs from U.S. generally accepted accounting principles. Our opinion is not modified with respect to this matter.

/s/ KPMG

KPMG LLP

Reading, UK

October 17, 2014

Sauflon Pharmaceuticals Limited

CONSOLIDATED PROFIT AND LOSS ACCOUNT

for the year ended October 31, 2013


Notes		2013 £‘000

2	Turnover		101,588

	Cost of sales		(34,512	)

	Gross profit		67,076

	Distribution costs		(7,404	)
	Administration expenses		(43,816	)

3	Operating profit		15,856

6	Interest payable and similar charges		(4,722	)
7	Interest receivable and similar income		500

	Profit on ordinary activities before taxation		11,634

8	Taxation on profits on ordinary activities		(1,698	)


	Profit on ordinary activities after tax		9,936

The group’s turnover and expenses all relate to continuing operations.

Sauflon Pharmaceuticals Limited

CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES

for the year ended October 31, 2013


	2013 £‘000

Profit for the financial year		9,936

Exchange gains or (losses) on foreign translation		(24	)

Total recognised (losses)/gains relating to the year		9,912

There are no material differences between the profit on ordinary activities before taxation and the retained profit for the financial year stated above and their historical cost equivalents.

Sauflon Pharmaceuticals Limited

CONSOLIDATED BALANCE SHEET

At October 31, 2013


Notes		2013
		£‘000			£‘000
	Fixed Assets
9	Intangible assets					234
10	Tangible assets					40,250

						40,484
	Current Assets
12	Stocks		18,454
13	Debtors		26,709
	Cash at bank and in hand		7,967


			53,130

	Creditors
14	Creditors amounts falling due within one year		(20,947	)


	Net current assets					32,183

	Total assets less current liabilities					72,667

	Long Term Liabilities
15	Amounts falling due after more than one year					(40,844	)
17	Provision for liabilities and charges					(1,049	)

						(41,893	)


						30,774



	Capital and Reserves
18	Called up share capital					263
20	Revaluation Reserve					1,329
20	Share premium account					15
20	Other reserves					381
20	Profit and loss account					28,786


	Shareholders’ Funds					30,774

Sauflon Pharmaceuticals Limited

CONSOLIDATED CASH FLOW STATEMENT

for the year ended October 31, 2013


	Notes	2013 £‘000

Net cash inflow from operations	I		14,894

Returns on investment & servicing of finance

Interest paid			(3,312	)
Interest received			500
Interest element of lease purchase payments and finance lease rentals			(116	)

Net cash (outflow) from returns on investments & servicing of finance			(2,928	)

Taxation (paid)			(2,772	)

Net cash inflow before investing and financing activities			9,194


Capital expenditure and financial investment

Payments to acquire fixed assets			(14,927	)
Receipts from sale of fixed assets			—


Net cash (outflow) from investing activities			(14,927	)


Net cash (outflows) before financing			(5,733	)


Financing
Net proceeds from issue of ordinary shares			15
New finance leases and lease purchase contracts			3,712
New loan financing			40,276
Repayment of loans			(19,538	)
Capital element of lease purchase payments and finance lease rentals			(6,807	)
Hungarian State Subsidy			3


Net cash inflow from financing			17,661


Net cash inflow after financing	II, III		11,928

Sauflon Pharmaceuticals Limited

CONSOLIDATED CASH FLOW STATEMENT

for the year ended October 31, 2013

Reconciliation of operating profit to net cash inflow from operations


	2013 £‘000
I Net cash inflow from operations
Operating profit		15,856
Adjustments for non cash items
Depreciation and amortisation		4,352
Loss/(Profit) on disposal of fixed assets		137
Exchange translation adjustment		(24	)
Changes in working capital
Stocks		(3,547	)
Debtors		(5,144	)
Creditors		3,264

Net cash inflow from operations		14,894


	1 Nov 2012 £‘000			Cash flow £‘000			Other non cash changes £‘000		31 Oct 2013 £‘000
II Analysis of net debt
Net cash:
Cash at bank and in hand		3,221			4,746			—		7,967
Bank overdrafts		(8,300	)		7,182			—		(1,118	)

		(5,079	)		11,928			—		6,849


Debt:
Finance leases		(4,702	)		3,096			—		(1,606	)
Debts falling due within one year		(2,179	)		2,159			—		(20	)
Debts falling due after one year		(17,071	)		(22,913	)		—		(39,984	)

		(23,952	)		(17,658	)		—		(41,610	)



Total of Net Cash and Net Debt		(29,031	)		(5,730	)		—		(34,761	)


	2013 £‘000
III Reconciliation of net cash flow to movement in net debt

Increase in cash in year		11,928
Cash outflow from increase/decrease in debt		(17,658	)
Outflow from increase/decrease other non cash changes		—

Movement in net debt in the year		(5,730	)

Opening net debt		(29,031	)



Closing net debt		(34,761	)

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Accounting policies

Basis of preparation of accounts

These financial statements have been prepared solely for the purpose of meeting the requirements of U.S. Securities and Exchange Commission (“SEC”) Rule 3-05 of Regulation S-X following the acquisition of the Sauflon Pharmaceuticals Limited (“the Group,” “Parent” or “the Company”) by The Cooper Companies, Inc. on 6 August 2014. The financial statements have been prepared in accordance with applicable United Kingdom Generally Accepted Accounting Practice (“UK GAAP”), which have been applied consistently (except as otherwise stated).

(a)

Accounting convention

The financial statements are prepared under the historical cost convention as modified by the revaluation of certain fixed assets.

(b)

Comparative figures

No comparative information has been presented in these financial statements as no comparatives are required under SEC Rule 3-05 of Regulation S-X. However, this is a departure from UK GAAP as comparative figures are required by FRS28.

These financial statements have been prepared on the going concern basis as the ultimate parent undertaking has confirmed that it will provide such financial and other support as is necessary to enable the Company to trade and meet its liabilities as they fall due for at least twelve months from the date of signing these financial statements.

Basis of consolidation

The consolidated financial statements include the results of the parent company and its subsidiary undertakings made up to the end of the financial year. Intra-group transactions are excluded on consolidation and sales and profit figures relate to external transactions only. The results of subsidiaries sold or acquired are included in the profit and loss account up to, or from the date control passes.

Revenue Recognition

Revenue is recognised in the profit and loss account when goods or services are supplied or made available to external customers against orders received, title and risk of loss is passed to the customer, reliable estimates can be made of relevant deductions and all relevant obligations have been fulfilled, such that the earnings process is regarded as being complete.

Turnover

Turnover is based on sales of goods and services supplied during the year, excluding VAT and net of discounts.

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Accounting policies - continued

Tangible Assets and Depreciation

Tangible assets are shown at cost or valuation less depreciation.

No depreciation is provided on freehold land, depreciation on other assets is calculated to write off their cost or valuation over their expected useful lives, at the following annual rates:


Freehold buildings			2% on valuation
Leasehold improvements			20% on cost or over the lease term
Computer equipment			25% on cost
Plant and equipment	-	vehicles	25% on net book value
	-	on finance leases	33% on cost
	-	lens case moulds	20% on cost or valuation
	-	other	10% to 15% on net book value

Goodwill

For acquisitions of a business, purchased goodwill is capitalised in the year in which it arises and is amortised in equal instalments over its useful economic life up to a maximum of 20 years.

The profit or loss on the disposal of a business includes the attributable amount of any goodwill relating to that business not previously charged through the profit and loss account.

Capitalised goodwill in respect of subsidiaries is included within intangible fixed assets. In accordance with FRS10, the value of goodwill will be subject to review at the end of the first financial year following acquisition, and may be subject to review at the end of the accounting period in which events or changes of circumstances indicate that the carrying value may not be recoverable.

Investments

Investments held as fixed assets are stated at cost less provision for any permanent diminution in value.

Research, Development, Patents and Trademarks

Research and development is written off in the Profit and Loss Account in the year in which it is incurred. The protection of the Company’s title by way of purchase of trademarks and worldwide patents may be capitalised. These intangible assets are then amortised over a period between five and ten years. This depends on the considered minimum useful life of the products which are established as significant contributors to Company profitability.

Leased assets

Operating lease rentals are charged to the profit and loss account as incurred. Assets obtained under hire purchase contracts and finance leases are capitalised as tangible assets and depreciated over the shorter of the lease term and their useful lives. Obligations under such arrangements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Stocks

Stocks are valued at the lower of cost or net realisable value after making due allowance for obsolete and slow moving stock. Cost includes an addition for overheads where appropriate.

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Accounting policies - continued

Deferred taxation

The accounting policy in respect of deferred tax reflects the requirements of FRS19 – Deferred tax. Deferred tax is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted.

No provision has been made for deferred tax on gains recognised on revaluing property to its market value as the Company does not intend to sell the re-valued assets.

Foreign currencies

Profit and loss accounts of the overseas subsidiary undertakings are translated at average exchange rates for the year. Assets and liabilities in foreign currencies are translated into sterling at the rate prevailing at the balance sheet date. Differences arising from the re-translation of the opening net investment in the overseas subsidiary undertaking to year end rates are taken to reserves.

Where part of the inter-company loans and balances built up from trading transactions are considered to be part of the equity stake in the subsidiaries (a non monetary item) then those balances are carried at the historic rate.

Where the inter-company loans and balances will be settled (a monetary item) even if this is more than one year after the end of the balance sheet date then those balances are re-translated at the year end rate and the exchange movement taken to the profit and loss account.

Exchange differences on trading are taken into account in arriving at the operating profit.

Pensions

The Group operates defined contribution pension schemes and the pension charge represents the amounts payable by the Group to the funds in respect of the year, in accordance with FRS17.

Preference Shares

In accordance with FRS25, preference shares which by their nature are deemed to be a financial liability are classified as debt on the balance sheet. Dividends accruing on instruments classified as debt are charged to the profit and loss account as interest payable.

Employee Benefit Trust

In accordance with the requirements of the Accounting Standards Board, the net assets represented by contributions made by the Company to the trustees of the Sauflon Pharmaceuticals Benefit Trust are consolidated with those of the Company until the assets held by the trust are allocated unconditionally to employees or former employees of the Company. As a consequence, cash contributed to The Sauflon Pharmaceuticals Benefit Trust is included as a current asset of the Company and where cash has been utilised in purchasing shares in Sauflon Pharmaceuticals Group Limited this has been deducted from shareholders funds.

An amount equal to the Company’s contributions to the trust is transferred to non-distributable reserves, to reflect the fact that payments made to the trust are no longer within the ownership of the Company, and released as the asset within the trust vests in the employees. Any gains, losses and tax charges relating to the Employee Benefit Trust are transferred to the non-distributable reserve as they arise.

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Accounting policies - continued

Share-based Payments

In accordance with FRS20 – Share-based payment, the Group reflects the economic cost of awarding share and share options to employees by recording an expense in the Profit and Loss Account equal to the fair value of the benefit awarded.

Capital grants

Capital grants are treated as deferred income and credited to the profit and loss by instalments over the same period and on the same basis as the depreciation charge.

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	Turnover

The whole of the turnover and the profit/loss before taxation is attributable to the one principal activity of the group. The geographical analysis of turnover is as follows:


	EMEA 2013 £‘000			Americas 2013 £‘000		Asia - Pacific 2013 £‘000		Total 2013 £‘000

Sales by destination:
Sales to third parties		89,207			7,336		5,045		101,588


Sales by origin:
Total Sales		179,716			—		—		179,716
Inter-segment sales		(78,128	)		—		—		(78,128	)

Sales to third parties		101,588			—		—		101,588

3.	Operating Profit


	2013 £‘000
Operating profit is stated after charging
Depreciation of tangible fixed assets:
- Owned		3,557
- Held under finance leases and lease purchase contracts		736
Intangible assets - amortisation		59
Research & Development expenditure		836
(Profit)/loss on sale of fixed assets		137
Employment costs (note 4)		29,783
Auditor’s remuneration for the statutory accounts		92
Non Audit related work		29
Rents payable in respect of operating leases:
- Land and buildings		1,834
- Other		330

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.	Employees


	2013
The average weekly number of employees, including directors, was:
Managerial		117
Production		686
Other staff		209

Total		1,012


	2013 £‘000
Staff costs, including directors’ remuneration, amounted to:
Wages and salaries		25,255
Social security costs		3,422
Other pension costs		1,106

		29,783

5.	Directors’ emoluments


	2013 £‘000
Directors’ emoluments
- Salaries and fees		2,366
- Other emoluments (including benefits in kind)		24
- Contributions to money purchase pension schemes		192
- Sums paid to third parties for directors’ services		22

		2,604

Emoluments, excluding pension contributions:
The highest paid director		484

Money purchase pension contributions (highest paid director)		32
Number of directors to whom retirement benefits are accruing under:
- money purchase schemes		7

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.	Interest payable and similar charges


	2013 £‘000
Interest payable:
On bank loans, overdrafts and other loans:
Repayable within five years, not by instalments		1,804
Repayable wholly or partly in more than five years by instalments		497
On finance leases and lease purchase contracts		115

		2,416

Foreign exchange losses / (gains) on financing activities		1,192
Preference dividend payable		1,114

Net interest payable and similar charges		4,722

7.	Interest receivable and similar income


	2013 £‘000

Interest receivable		500

Net interest receivable and similar income		500

8.	Taxation


	2013 £‘000
Domestic current year tax
Current tax on income for the period		1,109
Adjustment for prior years		2

		1,111
Double taxation relief		(94	)

		1,017
Foreign tax
Current tax on income for the period		406

Current tax charge		1,423

Deferred tax
Origination and reversal of timing difference		93
Deferred tax charge prior year		182

Tax on profit on ordinary activities		1,698

The foreign tax arises in respect of overseas subsidiaries, calculated on income.

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.	Taxation - continued

Factors affecting tax charge


	2013 £‘000
Profit/(loss) on ordinary activities before taxation		11,634

Profit/(loss) on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 23.41%		2,724

Effects of:
Non deductible expenses		20
Depreciation add back		578
Capital allowances		(363	)
Foreign tax adjustment		(253	)
Adj to tax charge in respect of previous periods		2
Share option exercise		(1,285	)

Current tax charge		1,423

Factors that may affect future tax charges:

Based on current capital investment plans, the Group expects to continue to be able to claim capital allowances in excess of depreciation when looking at the extended investment period. No provision has been made for deferred tax on gains recognised on revaluing freehold property to its market value. Such tax would become payable only if the property were sold without it being possible to claim rollover relief. The total amount unprovided for is £265,703. At present, it is not envisaged that any tax will become payable in the foreseeble future.

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.	Intangible fixed assets


	Goodwill £‘000		Trademark & patents £‘000		Total £‘000
Cost
At 1st November 2012		52		344		396
Additions		—		99		99

At 31st October 2013		52		443		495


Amortisation
At 1st November 2012		52		150		202
Provided in the year		—		59		59

At 31st October 2013		52		209		261


Net Book Value
At 31st October 2013		—		234		234


At 1st November 2012		—		194		194

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.

Tangible fixed assets

The freehold property acquired at a cost of £499,104 was valued at 31 October 2011 by Kemsley, Whiteley and Ferris, chartered surveyors, on an open market value existing use basis in the sum of £1,600,000.


	Freehold land & buildings £‘000		Leasehold improvement £‘000			Plant & equipment £‘000			Total £‘000
Cost or valuation
At 1st November 2012		1,600		680			47,235			49,515
Additions		—		851			13,978			14,829
Currency realignment		—		4			38			42
Disposals		—		(5	)		(160	)		(165	)

At 31st October 2013		1,600		1,530			61,091			64,221


Depreciation
At 1st November 2012		29		529			19,117			19,675
Provided in the year		55		31			4,207			4,293
Currency realignment		—		1			30			31
Disposals		—		(5	)		(23	)		(28	)

At 31st October 2013		84		556			23,331			23,971


Net Book Value
At 31st October 2013		1,516		974			37,760			40,250


At 1st November 2012		1,571		151			28,118			29,840

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.

Tangible fixed assets - continued

Original cost and depreciation based on cost of freehold land and buildings included at valuation:


	2013 £‘000
Cost
As at 31st October 2012		499

Depreciation based on cost
At 1st November 2012		(150	)
Provided in the year		(9	)

At 31st October 2013		(159	)

Net book value at 31st October 2013		340

The above analysis of plant & equipment includes the following in respect of capitalised finance leases and lease purchase contracts:


	2013 £‘000
NBV at 31st October 2013		6,007
Depreciation charge in the year		736
Acc depn at 31st October 2013		4,088

11.

Fixed asset investments

Sauflon Pharmaceuticals Limited holds its interest in MJS Lens (Automation) Limited indirectly through its wholly owned subsidiary Sauflon CL Limited which holds 100% of the interest. Sauflon Pharmaceuticals Limited holds part of its interest in Sauflon CL Kft indirectly through its wholly owned subsidiary Sauflon CL Limited which holds 99.9% of the interest. The principal activity of these undertakings for the last relevant financial year was as follows:


Sauflon Central Europe B.V.		Distribute contact lenses and after care products
Optipak Ltd		Manufacture and distribute lens cases
Sauflon CL Ltd		Manufacture contact lenses
Contact Lenses (Manufacturing) Limited		Non trading
Sauflon Italia Srl		Distribute contact lenses and after care products
Sauflon Pharmaceuticals GmbH		Distribute contact lenses and after care products
Sauflon Pharmaceuticals Inc.		Distribute contact lenses and after care products
Sauflon CL Kft		Manufacture contact lenses
Sauflon Eyecare Pty Ltd		Distribute contact lenses and after care products
Sauflon Manufacturing Limited		Non trading
MJS Lens (Automation) Ltd.		Non trading
Sauflon Trustees Ltd.		Non trading
Sauflon Nordics AB		Distribute contact lenses and after care products
Sauflon International Ltd		Non trading

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.

Stocks


	2013 £‘000

Raw materials and consumables		3,453
Finished goods and goods for resale		15,001

		18,454

13.

Debtors


	2013 £‘000
Trade debtors		22,063
Other debtors		1,884
Prepayments and accrued income		2,429
Corporation tax		333

		26,709

14.

Creditors


	2013 £‘000
Amounts falling due within one year
Bank loans and overdrafts		1,138
Trade creditors		8,819
Other creditors		4,618
Obligations under finance leases and lease purchase contracts		746
Social security and other taxes		673
Accruals and deferred income		4,953

		20,947

The bank overdraft is secured by fixed and floating charges over the assets of the company and certain subsidiaries.

The aggregate amount of the above group creditors secured (made up of bank loans and overdraft, finance and lease purchase contracts) was £1,884,952.

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15.

Creditors


	2013 £‘000
Bank loans		39,984
Finance lease and lease purchase commitments (note 16)		860

		40,844

Analysis of loans
Wholly repayable within five years by instalments:
Term Loan Facility		39,928
Secured loan		76

		40,004

Included in current liabilities		(20	)

		39,984


Instalment not due within five years		—


Loan maturity analysis
Amounts falling due between one and two years:		20
Amounts falling due in more than two years but not over five years:		39,964
In more than five years:		—

Sauflon Pharmaceuticals Ltd entered into a multi-currency revolving credit facility agreement on 6 June 2013, which has a maturity of 5 years. The facility is secured over the assets of the group. The facility attracts interest at 2% above LIBOR / EURIBOR.

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16.

Leased assets and lease purchase commitments


	2013 £‘000
Finance leases and lease purchase commitments
Net obligations expiring:
Within one year		746
Between one and five years		860
After five years		—

		1,606

Operating leases


	Land and buildings 2013 £‘000		Plant and equipment 2013 £‘000
Annual commitment under non-cancellable operating leases
Leases expiring:
Within one year		178		46
Between one and five years		1,301		446
After five years		1,167		—

		2,646		492

17.

Provision for liabilities and charges


	2013 £‘000
Deferred Tax
Accelerated capital allowances		321
R&D		(46	)

		275


Provision at start of period		577
Deferred tax charge in profit and loss account		275

Provision at end of period		852


Deferred Income

State Subsidy		197



Total		1,049

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

18.

Share capital

The authorised share capital of the company is £304,225.


	2013 £‘000
Alloted, called up and fully paid
Equity shares
215,557 Ordinary shares of £1 each		216

Alloted and partly paid
Equity shares
47,130 25 pence paid Ordinary shares of £1 each		47

		263

On 26 February 2013, 31,943 Ordinary shares were converted into preference shares. These preference shares entitle the holders, in priority to any dividend or distribution to holders of any other class of share capital, to receive a cumulative preferential cash dividend of 15% of available post-tax profits from 27 February 2013 to 26 February 2014, and 20% of available post-tax profits thereafter. These shares rank equally in all other respects with the Ordinary shares on issue, and each may be converted to 1 £1 Ordinary share. The company recorded £1,114,000, included in interest expense, relating to the preference share dividend payable for the period to 31 October 2013. These have been reported in line with FRS25 and FRS4.

19.

Reconciliation of movements in shareholders’ funds


	2013 £‘000
Retained profit for the year		9,936
Exchange fluctuation		(24	)
Share Premium Increase		13

Net movement of shareholders’ funds		9,925
Opening shareholders’ funds		20,849

Closing shareholders funds		30,774

Represented by:
Equity shares		30,774

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

20.

Reserves


	2013 £‘000
Profit and loss
At 1st November 2012		18,874
Retained profit for the year		9,936
Net movement on retranslation of Investment in Subsidiaries		(24	)
Movement during the year		—

At 31st October 2013		28,786


Revaluation reserve
At 1st November 2012		1,329
Movement during year		—

At 31st October 2013		1,329


Cumulative translation adjustment
At 1st November 2012		(653	)
Adjustments on net investment in subsidiary undertakings		(24	)

At 31st October 2013		(677	)


Capital redemption reserve
At 1st November 2012		349
Movement during year		32

At 31st October 2013		381


Share Premium Account
At 1st November 2012 - Excess Redemption on Shares		2
Share Premium on Part Paid		—
Movement during year		13

At 31st October 2013		15

21.

Future capital expenditure

Contracted for but not provided for in the accounts: £5,353,901

Authorised but not contracted for to date by the board of directors: £0

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

22.

Pension commitments

The group operates defined contribution pension schemes. The assets of the schemes are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the funds and amounted to £470,348. At 31 October 2013 there was £35,067 outstanding to the fund.

23.

Employee Benefit Trust

Sauflon Trustee Ltd was established on 2 December 2004 to act as corporate trustee of the Sauflon Pharmaceuticals Employee Benefit to encourage and facilitate the holding of shares by or for the benefit of employees. The Company is non-trading.

At 31 October 2013 the trust owned zero shares, following the transfer of the remaining 7,185 shares to two current directors during the period. Furthermore, the remaining instalment of £204,614 that was due to a former executive director on a previous purchase of shares was made during 2013.

24.

Related Party Transactions

Sauflon Pharmaceuticals Ltd has taken advantage of the exemption in Financial Reporting Standard Number 8 from the requirement to disclose transactions with the group companies on the grounds that all such transactions are eliminated on consolidation.

The company contracted with Mr A E Wells, a shareholder, in the amount of £1,078,758 for the provision of consultancy services performed outside the United Kingdom.

25.

Share Options

An Executive Management Incentive Scheme is in place whereby the board of directors may in its absolute discretion select individuals and specify appropriate conditions for those individuals to be eligible for grant and exercise of share options.

26.

Control

The ultimate controlling party for the year ended 31 October 2013 was the Company’s Board of Directors. The Group was acquired by The Cooper Companies, Inc. on 6 August 2014. As of that date, the Group’s ultimate parent undertaking and controlling party is The Cooper Companies, Inc., a company incorporated in the United States. Also from that date, the only group in which the results of the Group will be consolidated is that headed by The Cooper Companies, Inc. The consolidated accounts of The Cooper Companies, Inc. are available to the public and may be obtained from http://investor.coopercos.com.

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

27.

Summary of significant differences between accounting practice generally accepted in the United Kingdom and accounting principles generally accepted in the United States of America

The accompanying consolidated financial statements of Sauflon Pharmaceuticals Limited have been prepared in accordance with UK GAAP as described in Note 1. UK GAAP differs in certain respects from the requirements of US GAAP. The effects of the application of US GAAP to Sauflon results, as determined under UK GAAP, are set out below.


	Year ended 31 October 2013 Profit & loss account £’000		At 31 October 2013 Shareholders’ funds £000

UK GAAP results
Profit after taxation for the year		9,936		—
Shareholders’ funds		—		30,774

US GAAP adjustments:
a) Tangible assets		33		(1,180	)
b) Capitalised interest		60		60
c) Preference share dividend reclass		1,114		—
d) Goodwill		—		52

Total US GAAP adjustments		1,207		(1,068	)

Results under US GAAP		11,143		29,706

Tangible assets

Under UK GAAP, revaluation of assets is allowed under FRS15. Revaluation gains are recognized in the Profit and Loss Account only to the extent (after adjusting for subsequent depreciation) that they reverse revaluation losses on the same asset that was previously recognized in the Profit and Loss Account. All other revaluation gains should be recognized in the Statement of Total Recognised Gains and Losses.

Under US GAAP, no revaluations of property, plant and equipment assets are allowed other than impairments. Such assets are recorded at historical cost less accumulated depreciation and only written up to their fair value when they are acquired in a business combination or reorganization.

Sauflon Pharmaceuticals Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

27.

Summary of significant differences between accounting practice generally accepted in the United Kingdom and accounting principles generally accepted in the United States of America - continued

Capitalised interest

Under UK GAAP, a tangible fixed asset should initially be measured at its cost representing costs that are directly attributable to bringing the asset into working condition for its intended use. The cost of a tangible fixed asset (whether acquired or self-constructed) comprises its purchase price, after deducting any trade discounts and rebates, and any costs directly attributable to bringing it into working condition for its intended use. Certain finance costs can be included in the initial measurement of tangible fixed assets. However, capitalisation of such costs is not required.

Under US GAAP, the historical cost of acquiring an asset includes the costs necessarily incurred to bring it to the condition and location necessary for its intended use. If an asset requires a period of time in which to carry out the activities necessary to bring it to that condition and location, the interest cost incurred during that period as a result of expenditures for the asset is recorded as part of the historical cost of acquiring the asset.

Preference Shares

On 26 February 2013, 31,943 Ordinary shares were converted into preference shares. In accordance with FRS25, preference shares which by their nature are deemed to be a financial liability are classified as debt on the balance sheet. Dividends accruing on instruments classified as debt are charged to the profit and loss account as interest payable.

Under US GAAP, the conversion feature that will result in the conversion of ordinary shares into preference shares is considered an equity instrument and classified as equity in the financial statements. The dividend payout is treated as an equity instrument based on the equity classification of the underlying preference shares. The conversion feature is measured at the inception of the arrangement and the allocated value should be deducted from the proceeds of the facility. The difference between the face value and the carrying value of the facility as a result of the conversion feature is accounted for as a discount and accreted to interest expense over the term of the debt.

Goodwill

Under UK GAAP, goodwill is amortised over its estimated economic life, not to exceed 20 years.

Under US GAAP, goodwill is not amortised but instead tested at least annually for impairment or more frequently if impairment indicators exist.

Classification and presentation

In addition to the differences between UK GAAP and US GAAP related to the recognition and measurement of transactions by the Company, there are also differences in the manner in which items are classified and presented in the Company’s financial statements. These classification differences have no impact on net income or shareholders’ funds.

EX-99.2

Exhibit 99.2

Sauflon Pharmaceuticals Limited

UNAUDITED CONDENSED CONSOLIDATED PROFIT AND LOSS ACCOUNT

for the nine months ended July 31, 2014 and 2013


Notes		31 July 2014 £‘000			31 July 2013 £‘000

2	Turnover		84,422			75,053

	Cost of sales		(27,723	)		(25,746	)

	Gross profit		56,699			49,307

	Distribution costs		(6,705	)		(5,565	)
	Administration expenses		(42,575	)		(32,237	)

	Operating profit		7,419			11,505

	Interest payable and similar charges		(4,586	)		(2,362	)
	Interest receivable and similar income		1,730			1

	Profit on ordinary activities before taxation		4,563			9,144

3	Taxation on profits on ordinary activities		(2,414	)		(2,384	)


	Profit on ordinary activities after tax		2,149			6,760

Sauflon Pharmaceuticals Limited

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF

TOTAL RECOGNISED GAINS AND LOSSES

for the nine months ended July 31, 2014 and 2013


	31 July 2014			31 July 2013
	£‘000			£‘000

Profit for the financial year		2,149			6,760

Exchange gains or (losses) on foreign translation		(191	)		—


Total recognised (losses)/gains relating to the year		1,958			6,760

There are no material differences between the profit on ordinary activities before taxation and the retained profit for the financial periods stated above and their historical cost equivalents.

Sauflon Pharmaceuticals Limited

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

At July 31, 2014 and October 31, 2013


Notes		31 July 2014						31 October 2013
		£‘000			£‘000			£‘000			£‘000
	Fixed Assets
4	Intangible assets					299						234
5	Tangible assets					51,788						40,250

						52,087						40,484
	Current Assets
6	Stocks		21,568						18,454
7	Debtors		30,618						26,709
	Cash at bank and in hand		5,702						7,967


			57,888						53,130

	Creditors
8	Creditors amounts falling due within one year		(25,600	)					(20,947	)


	Net current assets					32,288						32,183


	Total assets less current liabilities					84,375						72,667

	Long Term Liabilities
9	Amounts falling due after more than one year					(50,917	)					(40,844	)
	Provision for liabilities and charges					(726	)					(1,049	)

						(51,643	)					(41,893	)

						32,732						30,774


	Capital and Reserves
10	Called up share capital					263						263
12	Revaluation reserve					1,329						1,329
12	Share premium account					15						15
12	Other reserves					381						381
12	Profit and loss account					30,744						28,786


	Shareholders’ Funds					32,732						30,774

Sauflon Pharmaceuticals Limited

UNAUDITED CONDENSED CONSOLIDATED CASH FLOW STATEMENT

for the nine months ended July 31, 2014 and 2013


		31 July 2014			31 July 2013
	Notes	£‘000			£‘000

Net cash inflow from operations	I		9,863			8,861

Returns on investment & servicing of finance

Interest paid			(2,891	)		(1,466	)
Interest received			1,729			—
Interest element of lease purchase payments and finance lease rentals			(78	)		(87	)
Preference dividend paid			(1,617	)		—

Net cash (outflow) from returns on investments & servicing of finance			(2,857	)		(1,553	)

Taxation received/(paid)			(2,030	)		(2,078	)

Net cash inflow before investing and financing activities			4,976			5,230


Capital expenditure and financial investment

Payments to acquire fixed assets			(16,642	)		(10,430	)
Receipts from sale of fixed assets			—			—
Currency realignment in fixed asset values			22			—


Net cash (outflow) from investing activities			(16,620	)		(10,430	)


Net cash (outflows) before financing			(11,644	)		(5,200	)


Financing
Net proceeds from issue of ordinary shares			—			15
New finance leases and lease purchase contracts			735			2,784
New loan financing			9,974			32,270
Repayment of loans			—			(16,680	)
Capital element of lease purchase payments and finance lease rentals			(799	)		(6,806	)
Hungarian State Subsidy			—			3


Net cash inflow from financing			9,910			11,586


Net cash (outflow) after financing	II, III		(1,734	)		6,386

Sauflon Pharmaceuticals Limited

UNAUDITED CONDENSED CONSOLIDATED CASH FLOW STATEMENT

for the nine months ended July 31, 2014 and 2013

Reconciliation of operating profit to net cash inflow from operations


	31 July 2014			31 July 2013
	£‘000			£‘000
I Net cash inflow from operations
Operating profit		7,419			11,505
Adjustments for non cash items
Depreciation and amortisation		4,586			3,603
Loss on disposal of fixed assets		437			—
Exchange translation adjustment		(191	)		39
Changes in working capital
Stocks		(3,114	)		(2,239	)
Debtors		(4,242	)		(5,867	)
Creditors		4,968			1,820

Net cash inflow from operations		9,863			8,861


	1 Nov 2013 £‘000			Cash flow £‘000			Other non cash changes £‘000		31 July 2014 £‘000
II Analysis of net debt
Net cash:
Cash at bank and in hand		7,967			(2,265	)		—		5,702
Bank overdrafts		(1,118	)		531			—		(587	)

		6,849			(1,734	)		—		5,115


Debt:
Finance leases		(1,606	)		64			—		(1,542	)
Debts falling due within one year		(20	)		20			—		0
Debts falling due after one year		(39,984	)		(9,994	)		—		(49,978	)

		(41,610	)		(9,910	)		—		(51,520	)



Total of Net Cash and Net Debt		(34,761	)		(11,644	)		—		(46,405	)


	31 July 2014			31 July 2013
	£‘000			£‘000
III Reconciliation of net cash flow to movement in net debt

(Decrease)/Increase in cash in period		(1,734	)		6,386
Cash outflow from increase in debt		(9,910	)		(10,671	)
(Outflow)/inflow from increase/decrease other non cash changes		—			(154	)

Movement in net debt in the period		(11,644	)		(4,439	)

Opening net debt		(34,761	)		(29,032	)



Closing net debt		(46,405	)		(33,471	)

Sauflon Pharmaceuticals Limited

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.	Accounting policies

Basis of preparation of accounts

These financial statements have been prepared solely for the purpose of meeting the requirements of Rule 3-05 of Regulation S-X following the acquisition of Sauflon Pharmaceuticals Limited (“the Group,” “Parent” or “the Company”) by The Cooper Companies, Inc. on 6 August 2014. The financial statements have been prepared in accordance with applicable United Kingdom Generally Accepted Accounting Practice (“UK GAAP”), which have been applied consistently (except as otherwise stated).

(a)

Accounting convention

The financial statements are prepared under the historical cost convention as modified by the revaluation of certain fixed assets.

These interim condensed consolidated financial statements are for the nine months ended 31 July 2014. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements for the year ended 31 October 2013 which have been filed with the Registrar of Companies.

Basis of consolidation

The consolidated financial statements include the results of the parent company and its subsidiary undertakings made up to the end of the financial periods. Intra-group transactions are excluded on consolidation and sales and profit figures relate to external transactions only. The results of subsidiaries sold or acquired are included in the profit and loss account up to, or from the date control passes.

Revenue Recognition

Turnover

Turnover is based on sales of goods and services supplied during the year, excluding VAT and net of discounts.

Sauflon Pharmaceuticals Limited

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.	Accounting policies - continued

Tangible Assets and Depreciation

Tangible assets are shown at cost or valuation less depreciation.

No depreciation is provided on freehold land, depreciation on other assets is calculated to write off their cost or valuation over their expected useful lives, at the following annual rates:


Freehold buildings			2% on valuation
Leasehold improvements			20% on cost or over the lease term
Computer equipment			25% on cost
Plant and equipment	-	vehicles	25% on net book value
	-	on finance leases	33% on cost
	-	lens case moulds	20% on cost or valuation
	-	other	10% to 15% on net book value

Goodwill

For acquisitions of a business, purchased goodwill is capitalised in the year in which it arises and is amortised in equal instalments over its useful economic life up to a maximum of 20 years.

The profit or loss on the disposal of a business includes the attributable amount of any goodwill relating to that business not previously charged through the profit and loss account.

Investments

Investments held as fixed assets are stated at cost less provision for any permanent diminution in value.

Research, Development, Patents and Trademarks

Research and development is written off in the Profit and Loss Account in the year in which it is incurred. The protection of the company’s title by way of purchase of trademarks and worldwide patents may be capitalised. These intangible assets are then amortised over a period between five and ten years. This depends on the considered minimum useful life of the products which are established as significant contributors to company profitability.

Leased assets

Stocks

Stocks are valued at the lower of cost or net realisable value after making due allowance for obsolete and slow moving stock. Cost includes an addition for overheads where appropriate.

Sauflon Pharmaceuticals Limited

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.	Accounting policies - continued

Deferred taxation

No provision has been made for deferred tax on gains recognised on revaluing property to its market value as the Company does not intend to sell the re-valued assets.

Foreign currencies

Profit and loss accounts of the overseas subsidiary undertakings are translated at average exchange rates for the period. Assets and liabilities in foreign currencies are translated into sterling at the rate prevailing at the balance sheet date. Differences arising from the re-translation of the opening net investment in the overseas subsidiary undertaking to year end rates are taken to reserves.

Where the inter-company loans and balances will be settled (a monetary item) even if this is more than one year after the end of the balance sheet date then those balances are re-translated at the period-end rate and the exchange movement taken to the profit and loss account.

Exchange differences on trading are taken into account in arriving at the operating profit.

Pensions

The Group operates defined contribution pension schemes and the pension charge represents the amounts payable by the Group to the funds in respect of the year, in accordance with FRS17.

Preference Shares

Employee Benefit Trust

Sauflon Pharmaceuticals Limited

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.	Accounting policies - continued

Share-based Payments

Capital grants

Capital grants are treated as deferred income and credited to the profit and loss by instalments over the same period and on the same basis as the depreciation charge.

Sauflon Pharmaceuticals Limited

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2.	Turnover

The whole of the turnover and the profit/loss before taxation is attributable to the one principal activity of the group. The geographical analysis of turnover for the nine months ended is as follows:


	EMEA						Americas				Asia - Pacific				Total
	31 July 2014			31 July 2013			31 July 2014		31 July 2013		31 July 2014		31 July 2013		31 July 2014			31 July 2013
	£‘000			£‘000			£‘000		£‘000		£‘000		£‘000		£‘000			£‘000

Sales by destination:
Sales to third parties		72,596			63,959			8,902		6,825		2,924		4,269		84,422			75,053


Sales by origin:
Total Sales		163,265			130,620			—		—		—		—		163,265			130,620
Inter-segment sales		(78,843	)		(55,567	)		—		—		—		—		(78,843	)		(55,567	)

Sales to third parties		84,422			75,053			—		—		—		—		84,422			75,053

3.	Taxation


	31 July 2014			31 July 2013
	£‘000			£‘000
Domestic current year tax
Current tax on income for the period		1,827			2,097

		1,827			2,097
Foreign tax
Current tax on income for the period		721			287

Current tax charge		2,548			2,384

Deferred tax		(134	)		—

Tax on profit on ordinary activities		2,414			2,384

The foreign tax arises in respect of overseas subsidiaries, calculated on income.

Sauflon Pharmaceuticals Limited

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4.	Intangible fixed assets


	Goodwill £‘000		Trademark & patents £‘000			Total £‘000
Cost
At 1st November 2013		52		443			495
Additions		—		157			157
Disposals		—		(66	)		(66	)

At 31st July 2014		52		534			586


Amortisation
At 1st November 2013		52		209			261
Provided in the year		—		64			64
Disposals		—		(38	)		(38	)

At 31st July 2014		52		235			287


Net Book Value
At 31st July 2014		—		299			299


At 1st November 2013		—		234			234

Sauflon Pharmaceuticals Limited

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5.	Tangible fixed assets

The freehold property acquired at a cost of £499,104 was valued at 31st October 2011 by Kemsley, Whiteley and Ferris, chartered surveyors, on an open market value existing use basis in the sum of £1,600,000.


	Freehold land & buildings £‘000		Leasehold improvement £‘000			Plant & equipment £‘000			Total £‘000
Cost or valuation
At 1st November 2013		1,600		1,530			61,091			64,221
Additions		—		316			16,169			16,485
Currency realignment		—		(6	)		(61	)		(67	)
Disposals		—		—			(1,236	)		(1,236	)

At 31st July 2014		1,600		1,840			75,963			79,403


Depreciation
At 1st November 2013		84		556			23,331			23,971
Provided in the year		31		118			4,373			4,522
Currency realignment		—		(2	)		(51	)		(53	)
Disposals		—		24			(849	)		(825	)

At 31st July 2014		115		696			26,804			27,615


Net Book Value
At 31st July 2014		1,485		1,144			49,159			51,788


At 1st November 2013		1,516		974			37,760			40,250

6.	Stocks


	31 July 2014 £‘000		31 October 2013 £‘000

Raw materials and consumables		4,834		3,453
Finished goods and goods for resale		16,734		15,001

		21,568		18,454

Sauflon Pharmaceuticals Limited

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7.	Debtors


	31 July 2014 £‘000		31 October 2013 £‘000
Trade debtors		25,261		22,063
Other debtors		2,587		1,884
Prepayments and accrued income		2,770		2,429
Corporation tax		—		333

		30,618		26,709

8.	Creditors


	31 July 2014 £‘000		31 October 2013 £‘000
Amounts falling due within one year:
Bank loans and overdrafts		587		1,138
Trade creditors		10,961		8,819
Other creditors		4,469		4,618
Obligations under finance leases and lease purchase contracts		603		746
Social security and other taxes		1,356		673
Accruals and deferred income		7,243		4,953
Corporation tax		381		—

		25,600		20,947

The bank overdraft is secured by fixed and floating charges over the assets of the company and certain subsidiaries.

The aggregate amount of the above group creditors secured (made up of bank loans and overdraft, finance and lease purchase contracts) was £1,190,013 (2013: £1,884,952).

Sauflon Pharmaceuticals Limited

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

9.	Creditors

Amounts falling due after more than one year


	31 July 2014 £‘000		31 October 2013 £‘000
Bank loans		49,978		39,984
Finance lease and lease purchase commitments		939		860

		50,917		40,844

10.

Share capital

The authorised share capital of the company is £304,225.


	31 July 2014 £‘000		31 October 2013 £‘000
Alloted, called up and fully paid
Equity shares
215,557 Ordinary shares of £1 each		216		216

Alloted and partly paid
Equity shares
47,130 25 pence paid Ordinary shares of £1 each		47		47

		263		263

On 26 February 2013, 31,943 Ordinary shares were converted into preference shares. These preference shares entitle the holders, in priority to any dividend or distribution to holders of any other class of share capital, to receive a cumulative preferential cash dividend of 15% of available post-tax profits from 27 February 2013 to 26 February 2014, and 20% of available post-tax profits thereafter. These shares rank equally in all other respects with the Ordinary shares on issue, and each may be converted to 1 £1 Ordinary share. The company recorded £1,617,000 relating to the preference share dividend payable for the period to 31 July 2014. These have been reported in line with FRS25 and FRS4.

Sauflon Pharmaceuticals Limited

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11.

Reconciliation of movements in shareholders’ funds


	31 July 2014 £‘000			31 October 2013 £‘000
Retained profit for the period		2,149			9,936
Exchange fluctuation		(191	)		(24	)
Share Premium Increase		—			13

Net movement of shareholders’ funds		1,958			9,925
Opening shareholders’ funds		30,774			20,849

Closing shareholders funds		32,732			30,774

Represented by:
Equity shares		32,732			30,774

12.

Reserves


	31 July 2014 £‘000
Profit and loss account
At 1st November 2013		28,786
Retained profit for the period		2,149
Net movement on retranslation of Investment in Subsidiaries		(191	)

At 31st July 2014		30,744


Revaluation reserve
At 1st November 2013		1,329
Movement during period		—

At 31st July 2014		1,329


Cumulative translation adjustment
At 1st November 2013		(677	)
Adjustments on net investment in subsidiary undertakings		(191	)

At 31st July 2014		(868	)


Capital redemption reserve
At 1st November 2013		381
Movement during period		—

At 31st July 2014		381


Share Premium Account
At 1st November 2013 - Excess Redemption on Shares		15
Share Premium on Part Paid		—
Movement during period		—

At 31st July 2014		15

Sauflon Pharmaceuticals Limited

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

13.

Summary of significant differences between accounting practice generally accepted in the United Kingdom and accounting principles generally accepted in the United States of America


Income Statement	July 2014 £‘000			July 2013 £‘000

UK GAAP profit for the period after taxation		2,149			6,760

US GAAP adjustments:
a) Depreciation		10			25
b) Capitalised interest		247			19
c) Preference share dividend reclass		1,617			808

Total US GAAP adjustments		1,874			852

Net income under US GAAP		4,023			7,612


Balance Sheet	July 31 2014 £‘000			October 31 2013 £‘000

UK GAAP shareholders fund		32,732			30,774

US GAAP adjustments:
a) Tangible assets		(1,155	)		(1,180	)
b) Capitalised interest		292			60
d) Goodwill		52			52

Total US GAAP adjustments		(811	)		(1,068	)

Net shareholders equity interest under US GAAP		31,921			29,706

Sauflon Pharmaceuticals Limited

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

13.

Summary of significant differences between accounting practice generally accepted in the United Kingdom and accounting principles generally accepted in the United States of America - continued

a) Tangible assets

Under UK GAAP, revaluation of assets is allowed under FRS15. Revaluation gains are recognized in the Profit and Loss Account only to the extent (after adjusting for subsequent depreciation) that they reverse revaluation losses on the same asset that were previously recognized in the Profit and Loss Account. All other revaluation gains should be recognized in the Statement of Total Recognised Gains and Losses.

b) Capitalised interest

c) Preference Shares

Sauflon Pharmaceuticals Limited

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

13.

Summary of significant differences between accounting practice generally accepted in the United Kingdom and accounting principles generally accepted in the United States of America - continued

d) Goodwill

Under UK GAAP, goodwill is amortised over its estimated economic life, not to exceed 20 years.

Under US GAAP, goodwill is not amortised but instead tested at least annually for impairment or more frequently if impairment indicators exist.

Classification and presentation

EX-99.3

Exhibit 99.3

Unaudited Pro Forma Condensed Combined Financial Statements

On August 6, 2014, The Cooper Companies, Inc. (“Cooper” or the “Company”) and CooperVision (UK) Holdings Limited, an indirect subsidiary of the Company, completed the acquisition of the entire issued share capital of Sauflon Pharmaceuticals Limited (“Sauflon”) for £635.9 million (approximately $1,075 million) in cash, including a net debt adjustment amount pursuant to the Purchase Agreements, and £34.4 million (approximately $58 million) in the form of loan notes issued by Cooper. Cooper also assumed third-party debt of Sauflon of approximately £46.5 million (approximately $79 million). U.S. dollar amounts are based on the August 5, 2014 exchange rate of U.S. $1.69 per British pound, as published by The Wall Street Journal. The significant terms of the Purchase Agreement were previously reported by the Company on June 30, 2014 in the Current Report on Form 8-K filed on that date.

The following unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements and accompanying notes of the Company included in its Annual Report on Form 10-K for the year ended October 31, 2013 and Form 10-Q for the nine months ended July 31, 2014. Sauflon’s audited financial statements and accompanying notes for the year ended October 31, 2013 and unaudited financial information for the nine months ended July 31, 2014 are presented above in this Amendment No. 1. The presentation of the unaudited pro forma condensed combined balance sheet gives effect to the acquisition as if it had occurred on July 31, 2014 and includes items that are directly attributable to the acquisition, factually supportable and that either have a continuing impact or are nonrecurring. The presentation of the unaudited pro forma condensed combined statements of income reflects the combined results of operations as if the acquisition had occurred at November 1, 2012, the beginning of the Company’s 2013 fiscal year, and excludes items related to the acquisition that are nonrecurring and includes items that are directly attributable to the acquisition, expected to have a continuing impact, and factually supportable. Also, the unaudited pro forma condensed combined financial information gives effect to certain adjustments necessary to conform Sauflon’s financial statements that were prepared under generally accepted accounting practices in the U.K. to U.S. GAAP.

The preliminary allocation of the purchase price presented below, in Note 2, and used to prepare the unaudited pro forma financial information, is based on a preliminary valuation of assets acquired and liabilities assumed. Accordingly, the pro forma purchase price adjustments are subject to further adjustments as additional information becomes available and as additional analysis is performed. The preliminary pro forma purchase price adjustments have been made solely for the purposes of providing the unaudited pro forma financial statements included herewith. A final determination of these fair values shall be based on the actual net tangible and intangible assets of Sauflon that exist as of the closing date of the transaction. In addition, the unaudited pro forma condensed combined financial statements do not reflect the costs of any integration activities or benefits that may result from realization of future cost savings from operating efficiencies or revenue synergies expected to result from the acquisition.

The unaudited pro forma condensed combined financial statements are provided for informational purposes only and are not necessarily indicative of results that would have occurred had the acquisition been completed as of the dates indicated. In addition, the unaudited pro forma financial information does not purport to be indicative of the future financial position or operating results of the combined operations. There were no transactions between the Company and Sauflon during the periods presented in the unaudited pro forma condensed combined financial statements that would need to be eliminated.

The historical financial information and pro forma adjustments in the pro forma financial information have been translated from pounds sterling to U.S. dollars using historic exchange rates. The average exchange rates applicable to the Company during the periods presented for the pro forma statements of income and the period end exchange rate for the pro forma balance sheet are as follows:


		GBP/USD
Year ended October 31, 2013	Average rate	$	1.5612
Nine months ended July 31, 2014	Average rate	$	1.6635
July 31, 2014	Spot rate	$	1.6883

THE COOPER COMPANIES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AT JULY 31, 2014

(In USD thousands)


	TCC Historical July 31, 2014			US GAAP Sauflon Historial July 31, 2014			Pro Forma Adjustments (Note 2)			*Ref*	Pro-Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	173,786		$	9,626		$	(109,437	)	a, d, e	$	73,975
Trade accounts receivable, net		261,964			42,648							304,612
Inventories		353,384			36,413							389,797
Deferred tax assets		39,445			580							40,025
Prepaid expense and other current assets		67,234			8,466			(1,603	)	e		74,097

Total current assets		895,813			97,733			(111,040	)			882,506

Property, plant and equipment, net		843,413			85,975			205		a		929,593
Goodwill		1,390,911			—			858,192		a, b		2,249,103
Other intangibles, net		176,292			592			278,908		a, b		455,792
Deferred tax assets		18,633			—							18,633
Other assets		42,312			—			611		e		42,923

	$	3,367,374		$	184,300		$	1,026,876			$	4,578,550


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	46,492		$	991		$	56,963		a, d	$	104,446
Accounts payable		87,209			18,506							105,715
Employee compensation and benefits		59,517			2,289							61,806
Other current liabilities		104,469			21,433			7,342		c		133,244

Total current liabilities		297,687			43,219			64,305				405,211

Long-term debt		301,449			84,378			965,622		d		1,351,449
Deferred tax liabilities		26,152			703			60,090		b		86,945
Accrued pension liability and other		65,809			2,109							67,918

Total liabilities		691,097			130,409			1,090,017				1,911,523

Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—
Common stock		5,097			443			(443	)	g		5,097
Additional paid-in capital		1,375,314			—							1,375,314
Accumulated other comprehensive loss		(726	)		(797	)		797		g		(726	)
Retained earnings		1,548,037			54,245			(63,495	)	g		1,538,787
Treasury stock		(270,649	)		—							(270,649	)

Total Cooper’s shareholders’ equity		2,657,073			53,891			(63,141	)			2,647,823

Noncontrolling interests		19,204			—			—				19,204

Stockholders’ equity		2,676,277			53,891			(63,141	)			2,667,027

	$	3,367,374		$	184,300		$	1,026,876			$	4,578,550

See accompanying notes to unaudited pro forma condensed combined financial statements.

THE COOPER COMPANIES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

FOR THE NINE MONTHS ENDED JULY 31, 2014

(In USD thousands, except per share amounts)


	TCC Historical Nine Months Ended July 31, 2014		US GAAP Sauflon Historical Nine Months Ended July 31, 2014			Pro Forma Adjustments (Note 2)			*Ref*	Pro Forma Combined

Net sales	$	1,249,779	$	140,437						$	1,390,216
Cost of sales		437,761		69,573							507,334

Gross profit		812,018		70,864							882,882
Selling, general and administrative		475,095		56,327		$	(5,592	)	c		525,830
Research and development expense		48,077		2,072							50,149
Amortization of intangibles		21,735		106			22,208		b		44,049

Operating income		267,111		12,359			(16,616	)			262,854
Interest expense		4,713		4,527			6,400		e		15,640
Other expense (income), net		739		(2,877	)						(2,138	)

Income before income taxes		261,659		10,709			(23,016	)			249,352
Provision for income taxes		21,087		4,016			(7,462	)	f		17,641

Net income		240,572		6,693			(15,554	)			231,711
Less: Income attributable to noncontrolling interests		1,502		—							1,502

Net income attributable to Cooper stockholders	$	239,070	$	6,693		$	(15,554	)		$	230,209

Earnings per share attributable to Cooper stockholders - basic	$	4.98								$	4.80

Earnings per share attributable to Cooper stockholders - diluted	$	4.89								$	4.71


Number of shares used to compute earnings per share:
Basic		47,990									47,990

Diluted		48,901									48,901

See accompanying notes to unaudited pro forma condensed combined financial statements.

THE COOPER COMPANIES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

FOR THE YEAR ENDED OCTOBER 31, 2013

(In USD thousands, except per share amounts)


	TCC Historical Year ended October 31, 2013			US GAAP Sauflon Historical Year ended October 31, 2013			Pro Forma Adjustments (Note 2)			*Ref*	Pro Forma Combined

Net sales	$	1,587,725		$	158,599						$	1,746,324
Cost of sales		560,917			77,172							638,089

Gross profit		1,026,808			81,427							1,108,235
Selling, general and administrative		610,735			54,457							665,192
Research and development		58,827			2,072							60,899
Amortization of intangible assets		30,239			92		$	29,660		b		59,991
Loss on divestiture of subsidiary		21,062			—							21,062

Operating income		305,945			24,806			(29,660	)			301,091
Interest expense		9,168			5,540			9,255		e		23,963
Gain on insurance proceeds		14,084			—							14,084
Other expense (income), net		(1,410	)		(781	)						(2,191	)

Income before income taxes		312,271			20,047			(38,915	)			293,403
Provision for income taxes		15,365			2,651			(10,227	)	f		7,789

Net income		296,906			17,396			(28,688	)			285,614
Less: Income attributable to noncontrolling interests		755			—							755

Net income attributable to Cooper stockholders	$	296,151		$	17,396		$	(28,688	)		$	284,859

Earnings per share attributable to Cooper stockholders - basic	$	6.09									$	5.86

Earnings per share attributable to Cooper stockholders - diluted	$	5.96									$	5.73


Number of shares used to compute earnings per share:
Basic		48,615										48,615

Diluted		49,685										49,685

See accompanying notes to unaudited pro forma condensed combined financial statements.

THE COOPER COMPANIES, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1. Basis of Pro Forma Preparation

The unaudited pro forma condensed combined financial statements are based on the historical consolidated financial statements of the Company and Sauflon after giving effect to the acquisition using the purchase method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, and applying the assumptions and adjustments described in the accompanying notes. The unaudited pro forma condensed combined balance sheet is presented as if the acquisition had occurred on July 31, 2014. The unaudited pro forma condensed combined statements of income for the nine months ended July 31, 2014 and the twelve months ended October 31, 2013 are presented as if the acquisition had occurred on November 1, 2012, the beginning of the Company’s fiscal year. Certain items in the historical financial statements of Sauflon have been reclassified to conform to the Company’s financial reporting presentation as shown below. There have been no changes in historical operating income or historical net income for any period as a result of these reclassifications.

Summary of Reclassification Adjustments for Sauflon:


USD(‘000)	Converted US GAAP Results		Reclassification Adjustments to Conform to Cooper Presentation			Amounts Presented
12 months ended October 31, 2013
Cost of sales	$	53,879	$	23,293		$	77,172
Selling, general and administrative		79,914		(25,457	)		54,457
Research and development		—		2,072			2,072
Amortization of intangible assets		—		92			92

Total	$	133,793	$	—		$	133,793


9 months ended July 31, 2014
Cost of sales	$	46,142	$	23,431		$	69,573
Selling, general and administrative		81,936		(25,609	)		56,327
Research and development		—		2,072			2,072
Amortization of intangible assets				106			106

Total	$	128,078	$	—		$	128,078

THE COOPER COMPANIES, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 2. Pro Forma Adjustments

(a)	Purchase Price Allocation

For pro forma purposes, we have preliminarily allocated the purchase price to the net tangible and intangible assets based on their estimated fair values. Therefore, the assets acquired and liabilities assumed, including intangible assets, presented in the table below are provisional and will be finalized after the Company receives and reviews all available data as soon as practicable and not later than one year from the acquisition date.

The following table is a summary of the preliminary purchase price allocation including preliminary estimates of the fair value of net assets acquired and the resulting goodwill of the acquisition of Sauflon, as reflected in the unaudited pro forma condensed consolidated balance sheet at July 31, 2014:


	July 31, 2014 USD(‘000)
Cash paid at closing		1,073,151
Loan notes issued ¹		57,953

Total Purchase Price*		1,131,104


Trademarks		7,200
Technology		138,200
Shelf space and market share ²		39,400
License and distribution rights and other ³		51,600
In-process research and development		43,100
Goodwill		798,100

Total Intangible Assets		1,077,600

Sauflon historical net tangible assets		53,891
Property, plant and equipment fair value adjustment		205
Less: Sauflon historical intangible assets value		(592	)

Total Purchase Price		1,131,104

*	U.S. dollar amounts are based on the actual August 6, 2014 exchange rates of the U.S. dollar to the British pound and euro.

¹	Part of the consideration paid includes $58 million in the form of loan notes issued by the Company. This has been recorded as short term debt in the pro forma adjustments to the unaudited pro forma condensed consolidated balance sheet.

²	Shelf space and market share is identified customer relationship intangible assets related to the acquisition of Sauflon.

³	License and distribution rights and other is identified non-compete agreements related to the acquisition of Sauflon.

THE COOPER COMPANIES, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(b)	Acquired Intangible Assets

The acquired intangible assets and related amortization expense based on the preliminary estimate of fair value for the year ended October 31, 2013 and nine months ended July 31, 2014 are as follows:


	Preliminary Fair Value USD(‘000)		Useful Lives (years)	Amortization Expense (USD’000)
	Preliminary Fair Value USD(‘000)		Useful Lives (years)	October 31, 2013		July 31, 2014
Intangible Assets
Trademarks		7,200	10		720		540
Technology		138,200	10		13,820		10,365
Shelf space and market share		39,400	15		2,627		1,970
License and distribution rights and other		51,600	2 to 5		12,585		9,439
In-process research and development		43,100	N/A		—		—

Total		279,500			29,752		22,314
Less: Elimination of Sauflon historical intangible assets and related amortization		592			92		106

Pro forma adjustment		278,908			29,660		22,208

We recognized a deferred tax liability with the offset to goodwill of $60.1 million relating to the intangible assets identified in the table above. The deferred tax liability represents the tax effect of the difference between the estimated fair value of identified intangible assets and the tax basis of the assets. The estimated deferred tax liability was determined by using the U.K. estimated statutory tax rate of 21.5%.

(c)	Acquisition-related Costs

The Company and Sauflon incurred $5.2 million and $0.4 million of acquisition costs, respectively, primarily related to legal and advisory fees in the nine-month period ended July 31, 2014. These costs are reversed in the unaudited pro forma condensed consolidated income statement for the nine months ended July 31, 2014 as they represent non-recurring charges directly related to the acquisition of Sauflon.

The accrued portion of these acquisition costs of $3.5 million is included in the unaudited pro forma condensed consolidated balance sheet at July 31, 2014. In addition, a pro forma adjustment to other current liabilities in the unaudited pro forma condensed consolidated balance sheet at July 31, 2014 was made to recognize direct acquisition-related costs of $7.3 million which are not yet reflected in the historical financial statements.

THE COOPER COMPANIES, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(d)	Debt Transactions

The Company financed the acquisition with available offshore cash and credit facilities including funds from the new $700 million, senior unsecured term loan agreement entered into on August 4, 2014. This pro forma presentation assumes that the Company utilized the three-year, $700 million term loan, and borrowed approximately $350 million from the Company’s existing multicurrency revolving credit facility. These debt obligation amounts are presented as pro forma adjustments to long term debt in the unaudited pro forma condensed consolidated balance sheet at July 31, 2014.

Sauflon’s short term debt of $1.0 million and long term debt of $84.4 million at July 31, 2014 are presented as repaid in the pro forma adjustments in the unaudited pro forma condensed consolidated balance sheet at July 31, 2014.

(e)	Interest Expense

Pro forma interest expense is presented to include the Company’s new $700 million term loan and the additional $350 million in funds drawn on the existing credit facility, discussed above, along with the reversal of Sauflon’s interest expense for the year ended October 31, 2013 and nine months ended July 31, 2014 as presented below.

The Company incurred debt issuance costs of $0.9 million in connection with the $700 million term loan, which were capitalized as a pro forma adjustment to prepaid expenses and other assets in the unaudited pro forma condensed consolidated balance sheet at July 31, 2014. A pro forma adjustment was also made to write off the remaining balance of debt issuance costs of $1.9 million to prepaid expenses and other current assets related to Sauflon’s term loan and credit facility in the unaudited pro forma condensed consolidated balance sheet at July 31, 2014. The Company’s amortization of these debt issuance costs are included as pro forma adjustments in the unaudited pro forma condensed consolidated statements of income for the year ended October 31, 2013 and the nine-month period ended July 31, 2014. Sauflon’s amortization of debt issuance costs are reversed as pro forma adjustments in the unaudited pro forma condensed consolidated statements of income for the year ended October 31, 2013 and the nine-month period ended July 31, 2014.


	October 31, 2013						July 31, 2014
	USD(‘000)			USD(‘000)			USD(‘000)			USD(‘000)
Company:
Term loan borrowing		700,000						700,000
LIBOR plus 0.75%		0.90	%					0.90	%

					6,300						4,725
Credit facility borrowing		350,000						350,000
LIBOR plus 1%		1.15	%					1.15	%

					4,025						3,019
Debt issuance cost amortization expense					306						229

Pro forma adjustment					10,631						7,973


Sauflon:
Term loan and revolving credit balance		64,242						84,378
Average interest rate – EURIBOR/LIBOR plus 2%		2.31	%					2.39	%

Actual interest expense					(696	)					(1,149	)
Debt issuance cost amortization expense					(680	)					(424	)

Pro forma adjustment					(1,376	)					(1,573	)

Total pro forma adjustment					9,255						6,400

THE COOPER COMPANIES, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(f)	Provision for Income Taxes

The pro forma presentation of the effect on the provision for income taxes was calculated using the U.K. statutory rate for adjustments related to Sauflon and using the U.S. statutory rate for adjustments related to the Company. The U.K. statutory rate is blended to reflect the timing of statutory tax rate changes during the periods. The adjustments to the provision for income taxes are summarized in the following table:


		12 Months Ending October 31, 2013								9 Months Ended July 31, 2014
Item	Jurisdiction	Pro Forma Adjustment			Tax Rate		Tax (Provision) Benefit			Pro Forma Adjustment			Tax Rate		Tax (Provision) Benefit
		(USD’000)			(%)		(USD’000)			(USD’000)			(%)		(USD’000)
Amortization expense	UK		29,660			21.5		6,377			22,208			21.5		4,775

Interest expense	US		10,631			39.0		4,146			7,973			39.0		3,109

Interest expense	UK		(1,376	)		21.5		(296	)		(1,573	)		21.5		(338	)

Selling, general and administrative	UK		—			—		—			(389	)		21.5		(84	)


								10,227								7,462

(g)

Equity

Sauflon’s historical net assets are eliminated as a pro forma adjustment to the unaudited pro forma condensed consolidated balance sheet at July 31, 2014. In addition, as discussed above in 2(c) and 2(e), pro forma adjustments to retained earnings were made for activities that are not yet reflected in the historical financial statements for acquisition-related costs and the write off of debt issuance costs related to Sauflon’s term loan and credit facilities. These adjustments are not reflected in and do not affect the unaudited pro forma condensed combined statements of income as they are non-recurring.