The Cooper Companies(COO) - 2024 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Presents the company's unaudited financial statements, management's discussion, and market risk disclosures for the reported period Item 1. Unaudited Financial Statements This section presents the unaudited consolidated condensed financial statements, including statements of income, balance sheets, stockholders' equity, and cash flows, along with detailed notes explaining accounting policies, acquisitions, debt, taxes, and segment performance for the periods ended April 30, 2024 and 2023 Consolidated Condensed Statements of Income and Comprehensive Income Details the company's revenues, expenses, net income, and comprehensive income for the specified periods Consolidated Condensed Statements of Income and Comprehensive Income (In millions, except for earnings per share) | Metric | Three Months Ended April 30, 2024 | Three Months Ended April 30, 2023 | Six Months Ended April 30, 2024 | Six Months Ended April 30, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net sales | $942.6 | $877.4 | $1,874.2 | $1,735.9 | | Gross profit | $631.2 | $582.9 | $1,255.0 | $1,141.4 | | Operating income | $161.7 | $96.3 | $314.8 | $245.8 | | Net income | $88.9 | $39.8 | $170.1 | $124.4 | | Basic EPS | $0.45 | $0.20 | $0.86 | $0.63 | | Diluted EPS | $0.44 | $0.20 | $0.85 | $0.63 | | Comprehensive income | $88.3 | $19.8 | $201.3 | $167.4 | - Net sales increased by 7.4% for the three months and 7.9% for the six months ended April 30, 2024, compared to the prior year[10] - Net income significantly increased by 123.4% for the three months and 36.7% for the six months ended April 30, 2024, compared to the prior year[10] Consolidated Condensed Balance Sheets Provides a snapshot of the company's assets, liabilities, and stockholders' equity at specific reporting dates Consolidated Condensed Balance Sheets (In millions) | Asset/Liability | April 30, 2024 | October 31, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Total current assets | $1,859.0 | $1,704.9 | | Total assets | $12,047.4 | $11,658.9 | | Total current liabilities | $952.5 | $969.0 | | Total liabilities | $4,243.5 | $4,107.9 | | Total stockholders' equity | $7,803.9 | $7,551.0 | - Total assets increased by $388.5 million from October 31, 2023, to April 30, 2024, primarily driven by increases in trade accounts receivable, inventories, and goodwill[14] - Total stockholders' equity increased by $252.9 million, reflecting net income and share-based compensation, partially offset by accumulated other comprehensive loss[14] Consolidated Condensed Statements of Stockholders' Equity Outlines changes in the company's equity accounts, including net income, share-based compensation, and stock splits - Stockholders' equity increased from $7,551.0 million at November 1, 2023, to $7,803.9 million at April 30, 2024, primarily due to net income of $170.1 million and share-based compensation expense of $40.4 million[21][10] - The Company effected a four-for-one stock split on February 16, 2024, retroactively adjusting all share and per share information[17][21] Consolidated Condensed Statements of Cash Flows Summarizes the cash inflows and outflows from operating, investing, and financing activities for the reported periods Consolidated Condensed Statements of Cash Flows (Six Months Ended April 30, In millions) | Activity | 2024 | 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash provided by operating activities | $233.7 | $290.8 | | Net cash used in investing activities | $(398.9) | $(195.3) | | Net cash provided by (used in) financing activities | $155.2 | $(124.4) | | Net decrease in cash, cash equivalents, and restricted cash | $(8.3) | $(26.5) | | Cash, cash equivalents, and restricted cash at end of period | $112.6 | $112.1 | - Operating cash flow decreased by $57.1 million in the first six months of fiscal 2024 compared to 2023, mainly due to changes in operating capital[25] - Investing cash flow increased significantly to $(398.9) million in 2024 from $(195.3) million in 2023, primarily due to the $200.0 million cash payment for the Cook Medical acquisition[25] - Financing activities shifted from a net use of $(124.4) million in 2023 to a net provision of $155.2 million in 2024, driven by debt proceeds and repayments[25] Notes to Consolidated Condensed Financial Statements Provides detailed explanations and additional information supporting the primary financial statements Note 1. General Provides general information about the company, including significant events like stock splits and new accounting pronouncements - The Company effected a four-for-one stock split on February 16, 2024, retroactively adjusting all share and per share information[31] - New accounting pronouncements (ASU 2023-09 on Income Taxes and ASU 2023-07 on Segment Reporting) are being evaluated for their impact on financial statements, effective for fiscal years beginning after December 15, 2024, and November 1, 2024, respectively[32][33] Note 2. Acquisitions and Joint Venture Details recent acquisitions, such as Cook Medical assets, and information about joint venture activities - On November 1, 2023, CooperSurgical acquired select Cook Medical assets for a purchase price of $300.0 million ($291.6 million present value), primarily comprising $157.9 million in technologies, $26.6 million in customer relationships, and $107.2 million in tax-deductible goodwill[35][38] - The Company has a joint venture with Essilor International SAS in SightGlass Vision, Inc., formed in March 2022, focusing on myopia management spectacle lenses[39] Note 3. Inventories Presents a breakdown of the company's inventory components, including raw materials, work-in-process, and finished goods Inventories (In millions) | Category | April 30, 2024 | October 31, 2023 | | :---------------- | :---------------- | :---------------- | | Raw materials | $212.8 | $207.3 | | Work-in-process | $23.1 | $19.0 | | Finished goods | $539.5 | $509.3 | | Total inventories | $775.4 | $735.6 | Note 4. Intangible Assets Details the company's intangible assets with definite lives, including customer relationships, technology, and trademarks, and their amortization Intangible Assets with Definite Lives, Net (In millions) | Category | April 30, 2024 | October 31, 2023 | | :-------------------------- | :---------------- | :---------------- | | Customer relationships | $750.6 | $753.4 | | Composite intangible asset | $601.7 | $637.1 | | Technology | $292.1 | $159.1 | | Trademarks | $120.9 | $127.8 | | License and distribution rights and other | $22.3 | $23.6 | | Total other intangibles, net | $1,796.9 | $1,710.3 | Estimated Future Amortization Expenses for Intangible Assets with Definite Lives (In millions) | Fiscal Year | Amount | | :-------------------------- | :---------------- | | Remainder of 2024 | $97.3 | | 2025 | $187.7 | | 2026 | $180.1 | | 2027 | $165.8 | | 2028 | $161.2 | | Thereafter | $995.5 | | Total remaining amortization | $1,787.6 | Note 5. Financing Arrangements Outlines the company's outstanding debt, credit facilities, and recent refinancing activities Outstanding Debt (In millions) | Category | April 30, 2024 | October 31, 2023 | | :-------------------------- | :---------------- | :---------------- | | Short-term debt | $41.7 | $45.4 | | Long-term debt | $2,671.3 | $2,523.8 | | Total debt | $2,713.0 | $2,569.2 | - As of April 30, 2024, the Company had $1.5 billion outstanding under the 2021 Term Loan Facility (6.43% interest rate) and $850.0 million under the 2020 Term Loan Facility, plus $320.0 million under the 2020 Revolving Credit Facility (both at 6.42% interest rate)[47][50] - On May 1, 2024, the Company entered into a new $2.3 billion 2024 Revolving Credit Agreement, using $1.170 billion to repay and terminate the 2020 Term Loan and Revolving Credit Facilities[51] Note 6. Income Taxes Discusses the company's effective tax rates and the factors influencing changes in its tax provision Effective Tax Rates | Period | 2024 | 2023 | | :-------------------------- | :---------------- | :---------------- | | Three Months Ended April 30, | 31.6% | 39.3% | | Six Months Ended April 30, | 32.0% | 33.7% | - The decrease in effective tax rates was primarily due to changes in the geographic composition of pre-tax earnings, partially offset by an increase in the UK statutory tax rate from 19% to 25%[53] Note 7. Earnings Per Share Provides a breakdown of basic and diluted earnings per share, including the calculation of weighted-average shares Earnings Per Share (In millions, except per share amounts) | Metric | Three Months Ended April 30, 2024 | Three Months Ended April 30, 2023 | Six Months Ended April 30, 2024 | Six Months Ended April 30, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net income | $88.9 | $39.8 | $170.1 | $124.4 | | Basic EPS | $0.45 | $0.20 | $0.86 | $0.63 | | Diluted EPS | $0.44 | $0.20 | $0.85 | $0.63 | | Diluted weighted-average common shares | 200.5 | 199.2 | 200.2 | 198.9 | - Stock options and restricted stock units totaling 833 thousand and 3 thousand shares, respectively, were excluded from diluted EPS calculation for the three months ended April 30, 2024, due to their antidilutive effect[54] Note 8. Share-Based Compensation Reports the total share-based compensation expense and related income tax benefits for the specified periods Total Share-Based Compensation Expense (In millions) | Period | 2024 | 2023 | | :-------------------------- | :---------------- | :---------------- | | Three Months Ended April 30, | $17.2 | $15.1 | | Six Months Ended April 30, | $41.1 | $31.4 | | Related income tax benefit (Six Months) | $4.8 | $3.3 | Note 9. Stockholders' Equity Details changes in accumulated other comprehensive loss and provides updates on dividend policy and share repurchase programs Accumulated Other Comprehensive Loss (In millions) | Component | April 30, 2024 | October 31, 2023 | | :-------------------------- | :---------------- | :---------------- | | Foreign Currency Translation Adjustment | $(500.2) | $(538.0) | | Minimum Pension Liability | $(3.2) | $(3.2) | | Derivative Instruments | $80.8 | $87.4 | | Total | $(422.6) | $(453.8) | - The Company's Board of Directors decided to end the declaration of the semiannual dividend in December 2023[60] - No share repurchases occurred during the three and six months ended April 30, 2024, or 2023. $256.4 million remains authorized under the 2012 Share Repurchase Program[59] Note 10. Contingencies and Commitments Addresses ongoing legal matters, potential liabilities, and future contractual obligations like lease agreements - The Company is involved in various lawsuits and legal matters in the ordinary course of business, but does not believe their ultimate resolution will have a material adverse effect on its financial condition or results of operations[61] - An additional lease for capacity expansion, with estimated undiscounted payments of $73.0 million over 25 years, will commence in fiscal 2025[62] Note 11. Business Segment Information Presents net sales and operating income by business segment and geographical region Net Sales by Segment (In millions) | Segment | Three Months Ended April 30, 2024 | Three Months Ended April 30, 2023 | Six Months Ended April 30, 2024 | Six Months Ended April 30, 2023 | | :---------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | CooperVision | $635.9 | $589.3 | $1,257.4 | $1,170.6 | | CooperSurgical | $306.7 | $288.1 | $616.8 | $565.3 | | Total net sales | $942.6 | $877.4 | $1,874.2 | $1,735.9 | Operating Income (Loss) by Segment (In millions) | Segment | Three Months Ended April 30, 2024 | Three Months Ended April 30, 2023 | Six Months Ended April 30, 2024 | Six Months Ended April 30, 2023 | | :---------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | CooperVision | $160.2 | $137.9 | $315.0 | $298.0 | | CooperSurgical | $21.6 | $(24.3) | $45.6 | $(18.5) | | Corporate | $(20.1) | $(17.3) | $(45.8) | $(33.7) | | Total operating income | $161.7 | $96.3 | $314.8 | $245.8 | Net Sales by Geography (Six Months Ended April 30, In millions) | Region | 2024 | 2023 | | :---------------- | :---------------- | :---------------- | | United States | $949.4 | $877.9 | | Europe | $553.3 | $497.7 | | Rest of world | $371.5 | $360.3 | | Total | $1,874.2 | $1,735.9 | Note 12. Financial Derivatives and Hedging Describes the company's use of financial derivatives, such as foreign currency forward contracts and interest rate swaps, for risk management - As of April 30, 2024, the Company had $45.7 million in outstanding foreign currency forward contracts and 8 interest rate swap contracts with a total notional amount of $1.6 billion[68] Impact of Derivatives Designated as Cash Flow Hedges on Interest Expense (In millions) | Period | 2024 | 2023 | | :-------------------------- | :---------------- | :---------------- | | Three Months Ended April 30, | $(13.6) | $(9.9) | | Six Months Ended April 30, | $(27.2) | $(18.2) | - The Company expects $(50.3) million recorded in "Accumulated other comprehensive loss" from derivatives to be realized in the Consolidated Condensed Statements of Income over the next twelve months[71] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial performance, condition, and future outlook, discussing key drivers of revenue, expenses, and liquidity, along with associated risks and recent corporate actions Forward-Looking Statements Discusses the inherent uncertainties and risks associated with future plans, prospects, and financial performance - The report contains forward-looking statements regarding plans, prospects, goals, strategies, future actions, events, or performance, which are subject to risks and uncertainties[74] - Key risk factors include adverse global economic conditions, international conflicts, foreign currency and interest rate fluctuations, acquisition-related challenges, compliance costs, supply chain disruptions, market consolidation, new competitors, and regulatory changes[75][78] Outlook Presents management's perspective on future market conditions, business strategies, and potential challenges for the company's segments - The Company is optimistic about the long-term prospects for worldwide contact lens and general healthcare markets, and the resilience and growth of its businesses and products[81] - Significant risks include uncertain global business, political, and economic conditions, inflation, foreign exchange rate fluctuations, regulatory developments, and supply chain disruptions[81] - CooperVision focuses on silicone hydrogel lenses, myopia management (MiSight 1 day), and expanding market penetration[82][83](index=83&type=chunk] - CooperSurgical competes in fertility and women's health with a diversified portfolio, emphasizing technological advances and product quality[84] Results of Operations Analyzes the key drivers and trends impacting the company's net sales, gross margin, and various operating expenses Net Sales Analyzes the revenue performance of CooperVision and CooperSurgical segments by category and geography CooperVision Net Sales by Category (In millions) | Category | Three Months Ended April 30, 2024 | Three Months Ended April 30, 2023 | % Change | | :---------------- | :-------------------------------- | :-------------------------------- | :---------------- | | Toric and multifocal | $310.3 | $280.4 | 11% | | Sphere, other | $325.6 | $308.9 | 5% | | Total | $635.9 | $589.3 | 8% | CooperVision Net Sales by Geography (Six Months Ended April 30, In millions) | Region | 2024 | 2023 | % Change | | :---------------- | :---------------- | :---------------- | :---------------- | | Americas | $517.0 | $484.8 | 7% | | EMEA | $475.2 | $424.4 | 12% | | Asia Pacific | $265.2 | $261.4 | 1% | | Total | $1,257.4 | $1,170.6 | 7% | CooperSurgical Net Sales by Category (In millions) | Category | Three Months Ended April 30, 2024 | Three Months Ended April 30, 2023 | % Change | | :---------------- | :-------------------------------- | :-------------------------------- | :---------------- | | Office and surgical | $182.9 | $163.0 | 12% | | Fertility | $123.8 | $125.1 | (1)% | | Total | $306.7 | $288.1 | 6% | - CooperVision's growth was primarily driven by market gains in silicone hydrogel contact lenses, with strong performance in MyDay and Biofinity across toric, multifocal, and sphere categories[96] - CooperSurgical's office and surgical net sales increased due to the Cook Medical acquisition and higher Paragard revenue, while fertility net sales remained relatively flat for the three months but increased for the six months due to consumables and genomic services[101][102] - Unfavorable foreign exchange rate fluctuations partially offset sales growth, impacting CooperVision by approximately $11.1 million (3 months) and CooperSurgical by $4.0 million (3 months)[94][103] Gross Margin Examines the factors contributing to changes in the company's consolidated gross profit margin - Consolidated gross margin increased to 67% for both the three and six months ended April 30, 2024, up from 66% in the prior year, primarily driven by efficiency gains and price increases[104] Selling, General and Administrative (SGA) Expenses Details the trends and drivers behind the company's selling, general, and administrative expenses by segment SGA Expenses by Segment (In millions) | Segment | Three Months Ended April 30, 2024 | Three Months Ended April 30, 2023 | % Change | | :---------------- | :-------------------------------- | :-------------------------------- | :---------------- | | CooperVision | $226.6 | $221.8 | 2% | | CooperSurgical | $133.6 | $168.4 | (21)% | | Corporate | $20.1 | $17.3 | 17% | | Total | $380.3 | $407.5 | (7)% | - CooperSurgical's SGA expenses decreased significantly due to a $45.0 million accrual for an acquisition termination fee in the prior year, partially offset by increased selling activities and distribution costs in 2024[109] - Corporate SGA expenses increased primarily due to higher share-based compensation related expenses[110] Research and Development (R&D) Expenses Discusses the changes in research and development expenditures for each business segment and their underlying reasons R&D Expenses by Segment (In millions) | Segment | Three Months Ended April 30, 2024 | Three Months Ended April 30, 2023 | % Change | | :---------------- | :-------------------------------- | :-------------------------------- | :---------------- | | CooperVision | $20.9 | $16.9 | 24% | | CooperSurgical | $18.0 | $15.7 | 14% | | Total | $38.9 | $32.6 | 19% | - CooperVision's R&D expenses increased due to myopia management programs and timing of R&D projects, focusing on contact lenses and manufacturing technology[112] - CooperSurgical's R&D expenses rose mainly due to project spend and European Medical Device Regulation costs, focusing on diagnostic and therapeutic products[113] Amortization Expense Reports the amortization expense for intangible assets, broken down by business segment Amortization Expense by Segment (In millions) | Segment | Three Months Ended April 30, 2024 | Three Months Ended April 30, 2023 | % Change | | :---------------- | :-------------------------------- | :-------------------------------- | :---------------- | | CooperVision | $7.7 | $8.3 | (7)% | | CooperSurgical | $42.6 | $38.2 | 12% | | Total | $50.3 | $46.5 | 8% | - CooperSurgical's amortization expense increased primarily due to the amortization of intangible assets acquired through recent acquisitions[116] Operating Income Provides an analysis of operating income (loss) for each business segment and corporate activities Operating Income (Loss) by Segment (In millions) | Segment | Three Months Ended April 30, 2024 | Three Months Ended April 30, 2023 | % Change | | :---------------- | :-------------------------------- | :-------------------------------- | :---------------- | | CooperVision | $160.2 | $137.9 | 16% | | CooperSurgical | $21.6 | $(24.3) | 189% | | Corporate | $(20.1) | $(17.3) | 17% | | Total | $161.7 | $96.3 | 68% | - CooperSurgical's operating income significantly improved from a loss in the prior year, primarily due to the absence of the $45.0 million acquisition termination fee accrual from 2023[119] Interest Expense Explains the changes in interest expense, attributing them to debt levels and interest rates Interest Expense (In millions) | Period | 2024 | 2023 | % Change | | :-------------------------- | :---------------- | :---------------- | :---------------- | | Three Months Ended April 30, | $28.9 | $26.1 | 11% | | Six Months Ended April 30, | $58.8 | $52.2 | 13% | - Interest expense increased due to higher debt balances and rising interest rates[122] Other Expense, Net Details the components of other expense, net, including foreign exchange gains/losses and minority investment impacts Other Expense, Net (In millions) | Component | Three Months Ended April 30, 2024 | Three Months Ended April 30, 2023 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Foreign exchange loss (gain) | $2.5 | $2.8 | | Other expense, net | $0.3 | $1.8 | | Total | $2.8 | $4.6 | - Foreign exchange loss was primarily associated with the weakening of the U.S. dollar against foreign currencies[123] - Other expense, net decreased due to a reduction in loss on minority investments[124] Provision for Income Taxes Discusses the effective tax rates and the factors influencing the company's income tax provision Effective Tax Rates | Period | 2024 | 2023 | | :-------------------------- | :---------------- | :---------------- | | Three Months Ended April 30, | 31.6% | 39.3% | | Six Months Ended April 30, | 32.0% | 33.7% | - The decrease in effective tax rates was primarily due to changes in the geographic composition of pre-tax earnings, partially offset by an increase in the UK statutory tax rate[125] Capital Resources and Liquidity Examines the company's working capital, cash flow activities, debt arrangements, and ability to meet future financial obligations - Working capital increased to $906.5 million at April 30, 2024, from $735.9 million at October 31, 2023, driven by increases in trade accounts receivable, prepaid expenses, and inventories[128] Cash Flow Summary (Six Months Ended April 30, In millions) | Activity | 2024 | 2023 | | :-------------------------- | :---------------- | :---------------- | | Operating activities | $233.7 | $290.8 | | Investing activities | $(398.9) | $(195.3) | | Financing activities | $155.2 | $(124.4) | | Net decrease in cash | $(8.3) | $(26.5) | - Operating cash flow decreased due to changes in operating capital, while investing cash flow increased significantly due to the Cook Medical acquisition and capital expenditures[130][131] - Financing cash flow shifted to a net inflow, primarily from drawing on the 2020 revolving credit for the Cook Medical acquisition, contrasting with net repayments in the prior year[132] - The Company believes current cash, operating cash flows, and available funds under the new 2024 Credit Agreement will be sufficient to meet anticipated cash needs for at least 12 months[134][136] - The Board of Directors ended the semiannual dividend declaration in December 2023, and no share repurchases occurred during the six months ended April 30, 2024[137][138] - A four-for-one stock split was effected on February 16, 2024, retroactively adjusting all share and per share information[139] Item 3. Quantitative and Qualitative Disclosure About Market Risk This section details the Company's exposure to market risks, primarily related to foreign currency exchange rates and interest rates, and outlines strategies used to manage these risks Foreign Currency Exchange Risk Assesses the company's exposure to fluctuations in foreign currency exchange rates and its hedging strategies - The Company is exposed to foreign currency risk from international operations, with a hypothetical 10% increase or decrease in foreign exchange rates potentially impacting operating income by approximately $28.3 million for the fiscal quarter ended April 30, 2024[144][145] - Foreign currency forward contracts are used to minimize short-term balance sheet exposure on trade and intercompany receivables and payables[144] Interest Rate Risk Evaluates the company's sensitivity to changes in interest rates on its variable-rate debt and its use of interest rate swaps - The Company is exposed to interest rate changes on its $2.7 billion outstanding variable-rate debt, including revolving lines of credit and term loans[146] - Interest rate swap contracts are utilized to manage interest rate risk, mitigating the material impact of a hypothetical 1% interest rate change on quarterly interest expense[146][147] Item 4. Controls and Procedures This section confirms the effectiveness of the Company's disclosure controls and procedures and reports no material changes in internal control over financial reporting during the quarter Evaluation of Disclosure Controls and Procedures Confirms the effectiveness of the company's controls for ensuring timely and accurate financial disclosures - Management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective as of April 30, 2024, providing reasonable assurance for timely and accurate financial reporting[148] Changes in Internal Control over Financial Reporting Reports on any material changes to the company's internal control over financial reporting during the quarter - No changes in internal control over financial reporting occurred during the second quarter of fiscal 2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[149] PART II. OTHER INFORMATION Covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits Item 1. Legal Proceedings This section refers to the detailed information on legal proceedings provided in the notes to the consolidated financial statements - Information regarding legal proceedings is included in Note 10. Contingencies of the Consolidated Condensed Financial Statements[152] Item 1A. Risk Factors This section highlights that the Company's business faces significant risks, referring to the comprehensive list of risk factors in its Annual Report on Form 10-K, with no material changes reported in this quarterly filing - The Company's business faces significant risks, which are detailed in Item 1A. Risk Factors of its Annual Report on Form 10-K for the fiscal year ended October 31, 2023[153][154] - No material changes to the previously disclosed risk factors have occurred[154] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section provides an update on the Company's share repurchase program, indicating no activity during the reported period - As of April 30, 2024, $256.4 million remains authorized for repurchase under the 2012 Share Repurchase Program[154] - No share repurchases were made during the six months ended April 30, 2024, or 2023[155] Item 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities[156] Item 4. Mine Safety Disclosures This section indicates that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable to the Company[157] Item 5. Other Information This section reports no changes in Rule 10b5-1 trading arrangements by directors or officers during the period - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the six months ended April 30, 2024[158] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including employment agreements, credit agreements, certifications, and XBRL data - Exhibits include executive employment agreements, the new Revolving Credit Agreement dated May 1, 2024, and Amendment No. 2 to the 2021 Credit Agreement[161] - Certifications from the Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350, are also filed[161] - The financial statements and related notes are provided in Inline XBRL format[161] SIGNATURES Contains the official certifications and signatures of the company's principal financial and accounting officers SIGNATURES This section contains the official signatures of the Company's Principal Financial Officer and Principal Accounting Officer, certifying the filing of the report - The report is signed by Brian G. Andrews, Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer), and Agostino Ricupati, Senior Vice President and Chief Accounting Officer (Principal Accounting Officer), on May 31, 2024[164]