Cooper Companies (COO) 10-K risk factor changes: FY2017 vs FY2016

Our [removed: major] [added: largest] competitors in the contact lens business, Johnson & Johnson Vision Care, [removed: Inc.,] [added: Inc. and] Alcon (owned by Novartis AG) [removed: and Bausch & Lomb, Inc. (owned by Valeant Pharmaceuticals International, Inc.),] [added: may] have substantially greater financial resources, larger research and development budgets, larger sales forces, greater market penetration and/or larger manufacturing volumes than CooperVision.

In the women's health care market, competitive factors include technological and scientific advances, product quality, price and effective communication of product information to [removed: physicians] [added: physicians, hospitals] and [removed: hospitals.][added: IVF clinics.]

[added: Future] acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities and an increase in amortization and/or impairments of goodwill and other intangible assets, which could have a material adverse effect upon our business, financial condition and results of operations.

CooperSurgical acquired [added: PARAGARD subsequent to fiscal 2017;] Wallace in [removed: November 2016;] [added: fiscal 2017;] Reprogenetics UK, Recombine, K-Systems, Genesis Genetics, The Pipette Company, and Research Instruments in fiscal 2016; and Reprogenetics US in fiscal 2015.

In addition, our competitors may have developed or may in the future develop new products or technologies, such as contact lenses with anti-microbial or anti-allergenic features, or “smart” contact lenses which [added: incorporate electronics that could lead to the obsolescence of one or more of our products.]

Technological developments in the eye care, family and women's health [removed: care] [added: care, and diagnostics testing] industries, such as new surgical procedures or medical devices, [added: and genetic testing technology] may limit demand for our [removed: products.][added: products and services.]

If these new advances provide a practical alternative to traditional vision correction, the demand for contact lenses [removed: and eyeglasses may materially decrease.]

Over half of our net sales for the fiscal years ended October 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] were derived from the sale of products outside the United States.

| • | we may have difficulty gaining market share in countries such as Japan [added: and China] because of regulatory restrictions and customer preferences; |

| • | failure to comply with United States Department of Commerce and other [removed: nations] [added: nations'] import-export controls may result in fines and/or penalties; |

| • | we may be subject to [removed: unforseen] [added: unforeseen] economic or political events in certain countries that may have an impact on our customers' ability or preferences to buy our products. |

We are a multinational company headquartered in the United States with worldwide operations, [removed: including] [added: with] significant business operations in Europe, including in the United Kingdom.

The referendum was advisory, and the terms of any withdrawal are subject to a negotiation period that could last at least two years [removed: after] [added: from March 29, 2017,] the [added: date the] government of the United Kingdom formally [removed: initiates a] [added: initiated the] withdrawal process.

[removed: Nevertheless, the referendum] [added: The pending withdrawal] has created significant uncertainty about the future relationship between the United Kingdom and the European Union.

CooperVision manufactures molded contact lenses, which represent the majority of our contact lens revenues, primarily at our facilities in the United Kingdom, Puerto Rico, Hungary, Costa Rica and [removed: New York.][added: the United States.]

CooperVision distributes products out of [removed: New York,] the United [added: States, the United] Kingdom, Belgium and various smaller international distribution facilities.

Any prolonged disruption in the operations of our existing distribution facilities, whether due to technical or labor difficulties, destruction of or damage to any facility (as a result [added: of natural disaster, use and storage of hazardous materials or other events) or other reasons, could have a material adverse effect on our business, financial condition and results of operations.]

[removed: of natural disaster, use and storage of hazardous materials or other events) or other reasons,] [added: Such failures] could have a material adverse effect on our [removed: business,] financial condition and [removed: results of] operations.

[removed: For example, some of the] primary material used to make our silicone hydrogel contact lens products, including MyDay, Biofinity, Avaira and clariti, are supplied by a sole supplier.

For example, CooperVision [removed: has] [added: in the past] faced significant patent litigation over its silicone hydrogel contact lens products.

Future events, such as changes in existing laws and regulations, or the enforcement thereof, or the discovery of contamination at our facilities, may give rise to additional compliance or remediation costs that could have [added: a material adverse effect on our business, financial condition and results of operations.]

Because our consolidated financial results are reported in U.S. dollars, if we generate sales or earnings in other currencies, the translation of those results into U.S. [added: dollars can result in a significant increase or decrease in the amount of those sales or earnings and can make it more difficult for our shareholders to understand the relative strengths or weaknesses of the underlying business on a period-over-period comparative basis.]

Our future effective tax rates could be adversely affected by earnings being higher than anticipated in countries where [removed: the Company has] [added: we have] higher statutory rates or lower than anticipated in countries where [removed: it has] [added: we have] lower statutory rates, by changes in valuation of our deferred tax assets and liabilities, or by changes in tax laws or interpretations of those laws.

The recommendations of the BEPS Project led by the Organization for Economic Cooperation and Development (OECD) are involved in much of the coordinated [removed: activity, although the timing and methods of implementation vary.][added: activity.]

We utilize complex integrated software and hardware operating systems, including enterprise resource planning and warehouse management systems, to support our business units and we have a continuous [removed: improvement strategy in place to keep our systems and overarching technology stable and in line with business needs and growth.]

We employ controlled change management methodologies to plan, test and execute all such [added: system upgrades and improvements, and we believe that we assign adequate staffing and other resources to projects to ensure successful implementation.]

Provisions of our governing documents and Delaware law, [removed: and our rights plan,] may have anti-takeover effects.

We also have the protections of Section 203 of the Delaware General Corporation Law, which could have [removed: similar] [added: anti-takeover] effects.

Our [removed: Board of Directors extended our] preferred stock purchase rights plan, commonly known as a “poison pill,” [removed: pursuant to an amended rights agreement dated as of October 29, 2007, that expires] [added: expired] on October 29, 2017.

[removed: Our failure to comply with FDA regulations could lead to the imposition] of administrative or judicial sanctions, including injunctions, fines, warning letters, suspensions or the loss of regulatory approvals, product recalls, termination of distribution or product seizures.

In addition, the FDA and authorities in foreign jurisdictions may change their policies, adopt additional regulations or revise existing regulations, each of which could prevent or delay premarket approval or clearance of our [removed: products] [added: products, increase the cost of compliance, impose additional regulatory requirements on us,] or [removed: could] [added: otherwise] impact our ability to market our currently approved or cleared products.

With our acquisition of Reprogenetics [added: US] in August 2015, Genesis Genetics in March 2016, Recombine in May 2016 and Reprogenetics UK in May 2016, we now offer certain genetic testing services to help identify the likelihood of pregnancy as well as identify possible disorders or diseases of a child prior to birth.

Our laboratories are located in [removed: California, Florida, Illinois, Michigan, New Jersey, Oregon, Texas,] [added: the United States,] and internationally in Canada and the United Kingdom, and we must maintain the requisite licenses in each jurisdiction.

Changes in legislation and government regulation of the health care industry [added: both in the United States and internationally,] as well as third-party payors' efforts to control the costs of health care could materially adversely affect our business.

The [removed: ACA makes] [added: Affordable Care Act (ACA) made] extensive changes to the delivery of health care in the United States.

Among the provisions of the [removed: Affordable Care Act,] [added: ACA,] of greatest importance to the medical device industry [added: and pharmaceutical industry] are the following:

| • | Reporting and disclosure requirements on medical device [added: and pharmaceutical] manufacturers for certain payments or other “transfers of value” made to physicians and physicians family members, certain healthcare facilities, and any ownership and investment interests held by physicians and physician family members, and any payments or other “transfers of value” to such owners. Manufacturers are required to submit reports to the Centers for Medicare & Medicaid Services (CMS) by the 90th day of each calendar year; |

| • | [removed: A] [added: Absent new legislation, a] 2.3 percent excise tax, currently [removed: suspended until] [added: suspended, will be reinstated as of January 1,] 2018, on any entity that manufactures or imports medical devices offered for sale in the United States, with limited exceptions, which exceptions include all contact lenses; |

| • | Creation of the Independent Payment Advisory Board which has authority to recommend certain changes to reduce Medicare spending and those recommendations could have the effect of law even if Congress doesn't act on the recommendations; [removed: and] |

| • | Establishment of a Center for Medicare Innovation at CMS to test innovative payment and service delivery models to lower Medicare and Medicaid [removed: spending.] [added: spending; and] |

The contact lens industry also continues to evolve with respect to the introduction of new distribution and fulfillment models and service technologies which may conflict with CooperVision’s strategy or interfere with its customers’ relationships and loyalty.

For example, more contact lenses are being fulfilled directly to the consumer by manufacturers and wholesalers via online platforms, telemedicine is gaining popularity and more vision correction prescriptions are being provided through online refractive exams rather than in office by an eye care practitioner.

CooperVision’s failure to adapt to the threats posed by these new and emerging distribution models and Internet driven services may have a material adverse impact on our business, financial condition and results of operations.

CooperVision acquired Paragon Vision Sciences subsequent to fiscal 2017; Procornea and Grand Vista LLC in fiscal 2017; and Soflex in fiscal 2016.

| • | application of and compliance with new and unfamiliar regulatory frameworks such as pharmaceutical regulation applicable to our PARAGARD IUD; |

| • | Failure to successfully obtain or maintain reimbursements under the third party payor plans, including but not limited to governmental programs, due to complex reporting and payment obligations; |

and eyeglasses may materially decrease.

Global markets continued to face threats and uncertainty during fiscal 2017.

Uncertain economic and financial market conditions may also adversely affect the financial condition of our customers, suppliers and other business partners.

If our customers’ financial conditions are adversely affected, customers may reduce their purchases of our products or we may not be able to collect accounts receivable, each of which could have a material adverse impact on our business operations or financial results.

In November 2017, CooperSurgical purchased a manufacturing facility in Costa Rica to consolidate a portion of global manufacturing.

For example, some of the

| • | result in greater interest rate risk and volatility; |

We are also exposed to the Danish krone, Swedish krona, Australian dollar and Canadian dollar among other currencies.

The United Kingdom tax authorities (U.K. Tax Authorities) enacted a new Diverted Profits Tax (DPT) as of April 1, 2015 on profits of multinationals that they deemed artificially diverted from the United Kingdom.

The tax rate is 25%.

DPT is intended to apply in two situations; (a) where a foreign company has artificially avoided having a taxable presence in the United Kingdom and (b) where a group adopts a structure which lacks economic substance in order to divert profits from the United Kingdom.

The U.K. Tax Authorities have begun an inquiry regarding the application of DPT to us for fiscal year 2015.

We believe that the transactions in question were at arm’s length with no intention to divert profit from the United Kingdom and therefore are outside the intended reach of the DPT.

On December 20, 2017, the U.K. Tax Authorities issued a DPT charging notice of approximately GBP 31 million with respect to the transfer out of the United Kingdom of certain intellectual property rights in connection with the 2014 acquisition of Sauflon Pharmaceutical Ltd. Although the taxes were paid on the transfer, the UK Tax Authorities are challenging the value assigned to such property.

We intend to contest the charging notice vigorously.

The process for resolving such a notice can be lengthy and could involve litigation.

The company is cooperating with the Tax authorities to resolve this issue.

The outcome of this matter cannot be predicted with certainty and may have an adverse impact on our financial condition and results.

Although the timing and methods of implementation vary, several jurisdictions have enacted legislation that is aligned with, and in some cases exceeds the scope of, the OECD's recommendations.

In the U.S., a number of proposals for broad reform of the corporate tax system are under evaluation by various legislative and administrative bodies.

It is not possible to accurately determine the overall impact of such proposals on our effective tax rate or balance sheet at this time.

On December 22, 2017, the U.S. President signed the tax reform legislation into law.

The impact of tax reform is still being evaluated by the Company and will be reflected in our fiscal first quarter of 2018.

Changes in corporate tax rates, the taxation of foreign earnings and the deductibility of expenses could have a material impact on the recoverability of our deferred tax assets, could result in significant one-time charges in the period in which tax reform is enacted and could result in an increase of the company’s effective tax rate.

improvement strategy in place to keep our systems and overarching technology stable and in line with business needs and growth.

These provisions include advance notice requirements for stockholder proposals and nominations.

Our failure to comply with FDA regulations could lead to the imposition

Any failure to comply with ongoing regulatory requirements may significantly and adversely affect our ability to commercialize and generate revenue from our product candidates.

If regulatory sanctions are applied or if regulatory approval is withdrawn, the value of our company and our operating results may be adversely affected.

The FDA’s and other regulatory authorities’ policies may change and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of our product candidates.

For example, in December 2016, the 21st Century Cures Act (Cures Act), was signed into law.

The Cures Act, among other things, is intended to modernize the regulation of drugs and medical devices and spur innovation, but its ultimate implementation is unclear.

If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained and we may not achieve or sustain profitability, which would adversely affect our business, prospects, financial condition and results of operations.

We also cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative or executive action, either in the United States, such as new policies introduced by the Trump Administration, or abroad.

Future

CooperVision completed the acquisition of Soflex in fiscal 2016 and Sauflon Pharmaceuticals Limited in fiscal 2014.

incorporate electronics, that could lead to the obsolescence of one or more of our products.

As a result, we may have lower than historical performance for market growth in fiscal 2017.

a material adverse effect on our business, financial condition and results of operations.

dollars can result in a significant increase or decrease in the amount of those sales or earnings and can make it more difficult for our shareholders to understand the relative strengths or weaknesses of the underlying business on a period-over-period comparative basis.

Additionally, comprehensive US tax reform has been stated to be a priority for the US Congress.

Such changes in tax laws or their interpretation, if adopted, could adversely affect our effective tax rates and our results.

system upgrades and improvements, and we believe that we assign adequate staffing and other resources to projects to ensure successful implementation.

These provisions include: (i) advance notice requirements for stockholder proposals and nominations and (ii) the authority of our board to issue without stockholder approval preferred stock with such terms as our board may determine.

The rights agreement is intended to prevent abusive hostile takeover attempts by requiring a potential acquirer to negotiate the terms of an acquisition with our Board of Directors.

However, it could have the effect of deterring or preventing an acquisition of our Company, even if a majority of our stockholders would be in favor of such acquisition, and could also have the effect of making it more difficult for a person or group to gain control of the Company or to change existing management.

For example, the FDA recently has been reviewing the premarket clearance process in response to internal and external concerns regarding the 510(k) premarket clearance program.

In January 2011, the FDA announced a plan of action that included twenty-five action items designed to make the process more rigorous and transparent.

Since then the FDA has implemented some changes intended to improve its premarket programs.

Some of the changes and proposals under consideration could impose additional regulatory requirements on us that could delay our ability to obtain new 510(k) clearances for our products, increase the cost of compliance, or restrict our ability to maintain our current clearances.

Even if regulatory approval or clearance of a medical device is granted, the FDA may impose limitations or restrictions on the uses and indications for which the device may be labeled and promoted, and failure to comply with FDA regulations prohibiting a manufacturer from promoting a device for an unapproved, or “off-label” use could result in enforcement action by the FDA, including, among other things, warning letters, fines, injunctions, consent decrees, and civil or criminal penalties.

In the European Economic Area, a medical device can only be placed on the market if it is in conformity with the essential requirements set out in the European Directives and implementing regulations that govern medical devices.

These Directives prescribe quality programs and standards which must be maintained in order to achieve required ISO certification and to approve the use of CE marking.

In order to maintain ISO certification and CE marking quality benchmarks, firms' quality systems and procedures are subjected to rigorous periodic inspections and reassessment audits.

In recent years, an increasing number of health care reform proposals have been formulated by the legislative and executive branches of the United States federal and state governments.

In March 2010, President Obama signed the Affordable Care Act (ACA).

Other federal legislation affects the manner in which we use and disclose health information.

The Health Insurance Portability and Accountability Act of 1996, or HIPAA, mandates, among other things, the adoption of standards for the electronic exchange of health information that may require significant and costly changes to current practices.

The United States Department of Health and Human Services (HHS) has released several rules mandating the use of specified standards with respect to certain health care transactions and health information.

The electronic transactions rule requires the use of uniform standards for common health care transactions, including health care claims information, plan eligibility, referral certification and authorization, claims status, plan enrollment and disenrollment, payment and remittance advice, plan premium payments and coordination of benefits.

The privacy rule imposes standards governing the use and disclosure of individually identifiable health information.

The security rule released by HHS establishes minimum standards for the security of electronic health information, and requires the adoption of administrative, physical and technical safeguards.

Additionally, the Health Information Technology for Economic and Clinical Health (HITECH) Act of 2009 was signed into law as part of the America's Recovery and Reinvestment Act in February 2009.

The Final Omnibus Privacy, Security, Breach Notification and Enforcement Rules (Omnibus Final Rule), implementing HIPAA and HITECH, became effective in September 2013.

Under the HITECH Act and the Omnibus Final

Rule, certain of HIPAA's privacy and security standards are now directly applicable to covered entities' business associates.

As a result, business associates are now subject to civil and criminal penalties for failure to comply with applicable privacy and security rule requirements.

Moreover, the HITECH Act and the Omnibus Final Rule set forth new notification requirements and standards for health data security breaches, increased the civil and criminal penalties that may be imposed against covered entities, business associates and possibly other persons, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce HIPAA and seek attorney's fees and costs associated with pursuing federal actions.

While there is no private right of action under HIPAA that would allow individuals to sue in civil court for violations, HIPAA’s standards have been used as the basis for the duty of care in state civil suits, such as those for negligence or recklessness in misusing individuals’ health information.

Further, varying state laws governing the use and disclosure of personally indentifiable information may be more restrictive than HIPAA, which means that entities subject to them must comply with the more restrictive state law in addition to complying with HIPAA.

In some cases, a breach may be required to be reported under state law and affected individuals notified, even if the breach is not reportable or subject to breach notification requirements under HIPAA.

State laws may impose separate fines and penalties upon violators, and some, unlike HIPAA, may afford a private right of action to state residents who believe their information has been misused.

Our genetics testing subsidiaries are covered entities under HIPAA.

One other subsidiary, Eye Care Prime LLC, which offers value-added software solutions for eye care professionals, may be a covered entity or business associate under HIPAA.

[removed: We] [added: In this section, we] discuss [removed: below] the results of our operations for fiscal [removed: 2016] [added: 2017] compared with fiscal [removed: 2015] [added: 2016] and the results of our operations for fiscal [removed: 2015] [added: 2016] compared with fiscal [removed: 2014.][added: 2015.]

[added: We discuss our cash flows and current financial condition under “Capital Resources and Liquidity.”] Within the tables presented, percentages are calculated based on the underlying whole-dollar amounts and, therefore, may not recalculate [added: exactly] from the rounded numbers used for disclosure purposes.

Overall, we remain optimistic about the long-term prospects for the worldwide contact lens and [added: general] health care markets.

However, events affecting the economy as a whole, including [added: but not limited to] the uncertainty and instability of global markets driven by foreign currency volatility, [removed: European] debt concerns, the uncertainty caused by the United Kingdom's [removed: election] [added: intention] to withdraw from the European Union, and the trend of consolidation within the health care industry, impact our current performance and continue to represent a risk to our [removed: performance for fiscal year 2017.][added: future performance.]

CooperVision is focused on greater worldwide market penetration of recently introduced [removed: products] [added: products,] and we continue to expand our presence in existing and emerging markets, including through acquisitions.

[removed: On August 6, 2014,] [added: In fiscal 2016,] we acquired [removed: Sauflon Pharmaceuticals Limited (Sauflon), a privately-held European] [added: Soflex, an Israeli] manufacturer and distributor of soft contact lenses and aftercare solutions.

[removed: The acquisition of Sauflon expanded our contact lens product portfolio particularly with Sauflon's clariti®] [added: Our clariti] 1day brand [removed: of] [added: provides the only] single-use silicone hydrogel [added: lenses in the marketplace with a complete line of] spherical, toric and multifocal [added: contact] lenses.

Sales of contact lenses utilizing silicone hydrogel materials continue to grow and this [removed: product] material represents about half of the industry.

We believe that the global market for single-use contact lenses will continue [removed: to grow] [added: growing] and our single-use silicone hydrogel products represent an opportunity for our business.

We [removed: forecast] [added: expect] increasing aggregate demand for clariti 1day and MyDay products, as well as future single-use products.

CooperSurgical - Our CooperSurgical business competes in the general health care market with a focus on advancing the health of families through a diversified portfolio of products and services focusing on women's health, [removed: fertility] [added: fertility, diagnostics] and [removed: diagnostics.][added: contraception.]

CooperSurgical has established its market presence and distribution system by developing products and acquiring [removed: companies and] [added: companies,] products [added: and services] that complement its business model.

CooperSurgical product sales are categorized based on the point of health care delivery including products used in medical office and surgical procedures primarily by obstetricians and gynecologists (ob/gyns) that represented [removed: 55%] [added: 46%] of CooperSurgical's net sales in the fiscal [removed: 2016] [added: 2017] compared to [removed: 66%] [added: 55%] in the prior year.

CooperSurgical's remaining sales are [removed: highly] specialized products and services that [added: largely] target the in vitro fertilization (IVF) process used in fertility that now represent [removed: 45%] [added: 54%] of CooperSurgical's net sales [removed: compared to 34%] [added: up from 45%] in fiscal [removed: 2015.][added: 2016.]

This change in product mix [removed: is] [added: was] primarily attributable to recent acquisitions discussed below.

[removed: Subsequent to our year end, in November 2016,] [added: In fiscal 2017,] we acquired Wallace, the IVF segment of Smiths Medical [removed: International,] [added: International] Ltd. In [removed: our] fiscal [removed: third quarter of] 2016, we acquired [removed: the commercial assets of Recombine] [added: Recombine,] Inc., [removed: a clinical genetic testing company specializing in carrier screening; Kivex Biotec A/S, a manufacturer and distributor of equipment for IVF clinics, and] Reprogenetics [removed: UK, a genetics laboratory specializing] [added: UK and Genesis Genetics Inc., which compete] in service offerings of [added: carrier screening,] preimplantation genetic screening (PGS) [removed: and] [added: and/or] preimplantation genetic diagnosis (PGD) used during the IVF [removed: process.][added: process, and we also acquired Kivex Biotec A/S, The Pipette Company and Research Instruments, which are manufacturers and distributors of IVF medical devices, systems, and/or equipment.]

[removed: Capital Resources -] At October 31, [removed: 2016,] [added: 2017,] we had [removed: $100.8] [added: $88.8] million in cash, [removed: primarily] [added: predominantly] outside the United States, and [removed: $999.8] [added: $676.7] million available under our [removed: new syndicated revolving credit agreement.][added: 2016 Credit Agreement.]

The $830.0 million term loan entered [added: into] on March 1, [removed: 2016, $207.0 million of the $700.0 million term loan originally entered into on August 4, 2014, and $285.0 million of the $300.0 million term loan originally entered into on September 12, 2013, remain] [added: 2016 was] outstanding as of October 31, [removed: 2016.][added: 2017.]

On March 1, 2016, we entered into a [removed: new] syndicated revolving Credit and Term Loan Agreement with Keybank as administrative agent.

We [removed: also] used funds from the [removed: new] term loan to [removed: partially] repay outstanding amounts under the [added: previous Credit Agreement, other outstanding] term loans [removed: entered into on August 4, 2014] and [removed: September 12, 2013, and] for general corporate purposes.

We believe [removed: that] our cash and cash equivalents, cash flow from operating activities and borrowing capacity under [removed: the new] [added: our] credit facilities will fund operations both in the next 12 months and in the longer term as well as current and long-term cash requirements for capital expenditures, acquisitions, share repurchases and cash dividends.

However, depending on the size or timing of these business activities, we may seek to raise additional [added: equity or] debt [removed: financing.][added: financing, which may not be available on favorable terms, or at all.]

| • | Net sales up 9% to $1.97 billion from $1.80 billion in fiscal [added: year] 2015 |

[removed: The legal] [added: Legal] costs [removed: include a $17.0 million settlement] related to [removed: intellectual property claims by Johnson & Johnson Vision Care (JJVC) as well as] litigation [removed: costs relating to the] [added: of] class action complaints filed against CooperVision and other contact lens [removed: manufacturers, distributors and retailers] [added: manufacturers] relating to Unilateral Pricing Policy [removed: (UPP).][added: (UPP), including a settlement accrual of $3.0 million.]

| Years Ended October 31, | 2016 | | | [removed: 2016 vs.] 2015 [removed: % Change] | | | [removed: 2015 | | | 2015] [added: 2016] vs. [removed: 2014] [added: 2015] % Change | | [removed: | 2014 | |]

| Net sales | 100 | % | | 9 | % | | 100 | % | | [removed: 5] [added: 9] | % | | 100 | % |

| Cost of sales | [removed: 40] [added: 36] | % | | [removed: 9] [added: (3] | [removed: %] [added: )%] | | 40 | % | | [removed: 16] [added: 9] | % | | [removed: 36] [added: 40] | % |

| Gross profit | [removed: 60] [added: 64] | % | | [removed: 10] [added: 16] | % | | 60 | % | | [removed: (2] [added: 10] | [removed: )%] [added: %] | | [removed: 64] [added: 60] | % |

| Selling, general and administrative expense | 37 | % | | [removed: 1] [added: 11] | % | | [removed: 40] [added: 37] | % | | [removed: 4] [added: 1] | % | | 40 | % |

| Research and development expense | 3 | % | | [removed: (6] [added: 6] | [removed: )%] [added: %] | | [removed: 4] [added: 3] | % | | [removed: 5] [added: (6] | [removed: %] [added: )%] | | 4 | % |

| Amortization of intangibles | 3 | % | | [removed: 18] [added: 13] | % | | 3 | % | | [removed: 44] [added: 18] | % | | [removed: 2] [added: 3] | % |

| Operating income | [removed: 16] [added: 20] | % | | [removed: 37] [added: 32] | % | | [removed: 13] [added: 16] | % | | [removed: (23] [added: 37] | [removed: )%] [added: %] | | [removed: 18] [added: 13] | % |

[added: |] Net [removed: Sales][added: sales | 100 | % | | 100 | % | | 9 | % |]

Our consolidated net sales grew by $169.7 million or 9% in fiscal [removed: 2016 and $79.3 million or 5% in fiscal 2015:][added: 2016:]

| ($ in millions) | 2016 vs. 2015 | | | | % Change | | [removed: | 2015 vs. 2014 | | | | % Change | |]

| CooperVision | $ | 89.4 | | | 6 | % | [removed: | $ | 95.1 | | | 7 | % |]

| CooperSurgical | 80.3 | | | | 26 | % | [removed: | (15.8 | | ) | | (5 | )% |]

| | $ | 169.7 | | | 9 | % | [removed: | $ | 79.3 | | | 5 | % |]

CooperVision offers spherical, [removed: aspherical,] toric, multifocal and toric multifocal lens products in most modalities.

Significantly, the market for spherical lenses is growing with value-added spherical lenses to alleviate dry eye symptoms, to reduce eye fatigue from use of digital devices, to add aspherical optical [removed: properties,] [added: properties] and/or higher oxygen permeable lenses such as silicone hydrogels.

On December 1, 2017, subsequent to fiscal 2017, CooperVision acquired Paragon Vision Sciences, a leading provider of orthokeratology (ortho-k) specialty contact lenses and oxygen permeable rigid contact lens materials for approximately $80.0 million.

In fiscal 2017, we acquired Procornea, a Netherlands based manufacturer of specialty contact lenses, which expands CooperVision's access to myopia (nearsightedness) management markets with new products; and Grand Vista LLC, a distributor in Russia of soft contact lenses.

CooperVision manufactures and markets a wide variety of silicone hydrogel contact lenses within the daily, two-week and monthly modalities along with manufacturing some of these lenses as toric and/or multifocal lenses.

We market these lenses under a number of different brand names, including but not limited to Biofinity®, clariti®, MyDay® and Avaira®.

On November 1, 2017, subsequent to fiscal 2017, CooperSurgical acquired the global rights and business of the PARAGARD Intrauterine Device (IUD) business (PARAGARD) from Teva Pharmaceuticals Industries Limited (Teva) for $1.1 billion.

We acquired PARAGARD as the product broadens and strengthens CooperSurgical's current women's health product portfolio in office and surgical procedures.

PARAGARD is the only non-hormonal, long lasting, reversible contraceptive option approved by FDA available in the United States.

IUDs represent a large and growing segment of the contraceptive market and this acquisition allows CooperSurgical to accelerate growth providing opportunities for operational synergies.

In connection with the acquisition, we entered into a new five-year, $1.425 billion, senior unsecured term loan agreement by and among the Company, the lenders party thereto and DNB Bank, as administrative agent.

We used part of the facility to fund the acquisition of PARAGARD and used the remainder of the funds to partially repay outstanding borrowings under our revolving credit agreement.

Refer to Note 15.

Subsequent Events for more information.

Capital Resources - At October 31, 2017, we had $88.8 million in cash, primarily outside the United States, $676.7 million available under our syndicated revolving credit agreement and $830.0 million outstanding on the term loan entered on March 1, 2016.

In fiscal 2017, we fully repaid the remaining balances from the $700.0 million term loan originally entered into on August 4, 2014 and the $300.0 million term loan originally entered into on September 12, 2013 using funds from operations and our revolving credit agreement.

2017 Compared with 2016

| • | Net sales increased 9% to $2.14 billion from $1.97 billion in fiscal 2016 |

| • | Operating income increased 32% to $429.1 million from $324.1 million |

| • | Diluted earnings per share increased 35% to $7.52 from $5.59 |

| • | Operating cash flow $593.6 million increased 16% from $509.6 million |

| CooperVision | $ | 96.8 | | | 6 | % | | $ | 89.4 | | | 6 | % |

| CooperSurgical | 75.4 | | | | 19 | % | | 80.3 | | | | 26 | % |

| | $ | 172.2 | | | 9 | % | | $ | 169.7 | | | 9 | % |

| | | | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | | | | | |

| ($ in millions) | 2017 | | | | % Net Sales | | | 2016 | | | | %Net sales | | | 2017 vs. 2016 % Change | |

| Toric | $ | 526.8 | | | 31 | % | | $ | 480.2 | | | 30 | % | | 10 | % |

| Multifocal | 177.2 | | | | 11 | % | | 169.8 | | | | 11 | % | | 4 | % |

| Single-use spheres | 438.3 | | | | 26 | % | | 403.1 | | | | 26 | % | | 9 | % |

| Non single-use sphere, other | 531.8 | | | | 32 | % | | 524.1 | | | | 33 | % | | 1 | % |

| | $ | 1,674.1 | | | 100 | % | | $ | 1,577.2 | | | 100 | % | | 6 | % |

In fiscal 2017, CooperVision's toric and multifocal lenses grew largely through the success of our Biofinity, clariti and MyDay portfolios, offset by declines in older hydrogel products.

Single-use sphere lenses growth was largely attributed to clariti and MyDay lenses offset by declines in older hydrogel products.

Non single-use spheres grew largely on sales of Biofinity offset by declines in older hydrogel products.

The term "other" products primarily includes lens care, approximately 3% of net sales in fiscal 2017.

| ($ in millions) | 2017 | | | | 2016 | | | | 2017 vs. 2016 % Change | |

| Americas | $ | 675.4 | | | $ | 650.7 | | | 4 | % |

| EMEA | 651.2 | | | | 612.3 | | | | 6 | % |

| Asia Pacific | 347.5 | | | | 314.2 | | | | 11 | % |

| | $ | 1,674.1 | | | $ | 1,577.2 | | | 6 | % |

We discuss our cash flows and current financial condition under “Capital Resources and Liquidity.” Certain prior period amounts have been reclassified to conform to the current period's presentation.

On September 6, 2016, we acquired Soflex, a privately-held Isreali manufacturer and distributor of soft contact lenses and aftercare solutions.

The acquisition of Soflex expanded our market presence in Israel.

CooperVision markets monthly and two-week silicone hydrogel spherical and toric lens products under our Biofinity®, clariti® and Avaira® brands and a monthly silicone hydrogel multifocal lens under Biofinity.

CooperVision markets single-use silicone hydrogel spherical, toric and multifocal lenses under our clariti 1day brand and a single-use silicone hydrogel spherical and toric lenses under MyDay®.

Our clariti 1day brand provides the only single-use silicone hydrogel lenses in the marketplace with a complete line of spherical, toric and

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

multifocal contact lenses.

In our fiscal second quarter of 2016, CooperSurgical acquired Genesis Genetics, Inc., a genetics laboratory specializing in PGS and PGD used during the IVF process, and The Pipette Company, a manufacturer and distributor of micro pipettes for the Assisted Reproductive Technology (ART) market.

In our first quarter of fiscal 2016, CooperSurgical acquired Research Instruments Limited, a manufacturer and supplier of IVF medical devices and systems.

In our fiscal fourth quarter of 2015, CooperSurgical acquired Reprogenetics US, a genetics laboratory specializing in service offerings of PGS and PGD used during the IVF process.

Concurrently, we used funds from the new term loan to repay the $200.0 million outstanding principal amount of the two uncommitted revolving lines of credit, entered into on March 24, 2015 and the outstanding amounts under the previous Credit Agreement.

On July 14, 2015, CooperVision made a one-time lump sum payment to JJVC of $17.0 million to settle our existing patent disputes.

As discussed in Note 12 of the notes to consolidated financial statements, the settlement was royalty-free and neither party admitted any liability.

On April 7, 2015, we paid all of the outstanding loan notes issued to previous holders of Sauflon shares for the Sauflon acquisition in the amount of $51.2 million that had been recorded in short-term debt.

Our current cash balance and availability under

the existing credit facilities reflects the use of cash outside the United States and the use of credit facilities to fund acquisitions, including recent CooperSurgical acquisitions and the $1.1 billion acquisition of Sauflon in August 2014.

| | |

| --- | --- |

Acquisition related and integration expenses include items such as personnel costs for transitional employees, other acquired employee related costs and integration related professional services.

We expect amortization of intangible assets will recur in future periods; however, the amounts are affected by the timing and size of our acquisitions.

Expenses such as the acquisition related and integration expenses generally diminish over time with respect to past acquisitions.

However, we generally will incur similar expenses in connection with any future acquisitions.

Included in our selling, general and administrative expense is $31.7 million in costs for CooperVision's acquisition of Sauflon

and the related integration and restructuring activities, severance costs in our CooperSurgical business along with other acquisition costs; and $19.8 million of legal costs.

Research and development expense includes $4.6 million of integration and restructuring activities primarily for equipment rationalization along with severance costs.

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Our two business units, CooperVision and CooperSurgical, generate all of our sales.

| • | CooperVision develops, manufactures and markets a broad range of soft contact lenses for the worldwide vision correction market. |

| • | CooperSurgical develops, manufactures and markets medical devices and procedure solutions to improve health care delivery to families. |

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Net sales growth in the A

2015 Compared with 2014

Highlights: 2015 vs. 2014

| • | Net sales up 5% to $1.80 billion from $1.72 billion in fiscal year 2014 |

| • | Operating income down 23% to $236.7 million from $306.5 million |

| • | Diluted earnings per share down 25% to $4.14 from $5.51 |

Risk Factors [added: - “We are vulnerable to interest rate risk with respect to our debt.”] and Note 1 [added: and Note 5] to the consolidated financial statements.

On March 1, 2016, we entered into a [removed: new] syndicated Revolving Credit and Term Loan Agreement (2016 Credit Agreement) with Keybank as administrative agent.

The 2016 Credit Agreement replaced our previous credit agreement and funds from the new term loan were used to repay [removed: the $200.0 million] [added: our other] outstanding [removed: principal amount of the two uncommitted revolving lines of credit, entered into on March 24, 2015] [added: term loans] and [removed: the outstanding amounts under the previous credit agreement.][added: for]

At October 31, [removed: 2016,] [added: 2017,] we had [removed: $999.8] [added: $676.7] million available under the revolving credit facility and $830.0 million outstanding under the term loan.

On August 4, 2014, we entered into a three-year, $700.0 million, senior unsecured term loan agreement [removed: that will mature on] [added: with a maturity date of] August 4, 2017.

There [removed: is] [added: was] no amortization of the principal, and we [removed: may] [added: could] prepay the loan balances from time to time, in whole or in part, without premium or penalty.

On September 12, 2013, we entered into a five-year, $300.0 million, senior unsecured term loan agreement [removed: that will mature on] [added: with a maturity date of] September 12, 2018, [removed: and will be] subject to amortization of principal of 5% per year payable quarterly beginning October 31, 2016, with the balance payable at maturity.

| October 31, (In millions) | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Short-term debt | $ | [removed: 17.1] [added: 23.4] | | | $ | [removed: 240.4] [added: 17.1] | |

| Current portion of long-term debt | [removed: 209.3] [added: —] | | | | [removed: 3.4] [added: 209.2] | | |

| Long-term [removed: debt] [added: debt:] | [removed: 1,107.4] | | | | [removed: 1,105.4] | | | [added: | | | | | | | | | | | | | | | | | | | | | |]

At October 31, [removed: 2016,] [added: 2017,] the scheduled maturities of our fixed and variable rate long-term debt obligations, their weighted average interest [removed: rates and their estimated fair values were as follows:][added: rates:]

| Expected Maturity Date Fiscal Year ($ in millions) | [removed: 2017 | | | |] 2018 | | | | 2019 | | | | 2020 | | | | 2021 | | | | [added: 2022 | | | |] Thereafter | | | | Total | | | | Fair Value | [removed: | |]

| Long-term [removed: debt: | | | | | | | | | | | | | | | | | | | | | | | |] [added: debt] | [added: 1,153.2] | | | | [added: 1,111.4] | | |

| [removed: Fixed] [added: Average] interest rate | [removed: $ |] — | | | [removed: $] | [removed: —] [added: 2.4] | | [added: %] | [removed: $] | — | | | [removed: $] | [removed: —] [added: 2.4] | | [added: %] | [removed: $] | — | | | [removed: $] | — | | | [removed: $] | [removed: —] | | | [removed: $] | [removed: —] | [removed: |]

| Variable interest rate | $ | — | | | $ | [removed: 281.2] [added: 323.0] | | | $ | — | | | $ | [removed: —] [added: 830.2] | | | $ | [removed: 830.2] [added: —] | | | $ | — | | | $ | [removed: 1,111.4 | |] [added: 1,153.2] | [removed: $1,111.4] | | [added: $1,153.2] |

As the table incorporates only those exposures that existed as of October 31, [removed: 2016,] [added: 2017,] it does not consider those exposures or positions which could arise after that date.

As of October 31, [removed: 2016,] [added: 2017,] we had no interest rate swap outstanding.

If interest rates were to increase or decrease by 1% or 100 basis points, annual interest expense would increase or decrease by [removed: about] [added: approximately] $11.1 [removed: million.][added: million based on average debt outstanding for the fiscal 2017.]

At 31 October 2017, a uniform hypothetical 5% decrease in the foreign currency exchange rates in comparison to the United States dollar would have resulted in a decrease in approximately $25.0 million in operating income for the fiscal year ended 31 October 2017.

Risk Factors - "Our substantial and expanding international operations are subject to uncertaintes which could affect our operating results.” and Note 1 to the consolidated financial statements.

Subsequent to the fiscal year ended October 31, 2017, on November 1, 2017, in connection with the PARAGARD acquisition, we entered into a new five-year, $1.425 billion, senior unsecured term loan agreement by and among the Company, the lenders party thereto and DNB Bank, as administrative agent.

The Company used part of the facility to fund acquisition of PARAGARD and used the remainder of the funds to partially repay outstanding borrowings under our revolving credit agreement.

We are exposed to interest rate risk as interest rates on this term loan varies with the LIBOR.

general corporate purposes.

We repaid $493.0 million of the outstanding balance in fiscal 2016 and fully repaid the remaining $207.0 million of the outstanding balance in the second quarter of fiscal 2017.

We repaid $15.0 million of the outstanding balance in fiscal 2016 and fully repaid the remaining $285.0 million in the third quarter of fiscal 2017 using the funds from the 2016 Credit Agreement.

| Less: unamortized debt issuance cost | $ | (3.9 | ) | | $ | (4.0 | ) |

| Total | $ | 1,172.7 | | | $ | 1,333.7 | |

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Our policy is to minimize, to the extent reasonable and practical, transaction, remeasurement and specified economic exposures with derivatives instruments.

A hypothetical 5% increase or decrease in the foreign currency exchange rates in comparison to the United States dollar would not have a material adverse impact on our financial condition or results of operations.

We also used funds from the new term loan to partially repay outstanding amounts under the term loans entered into on August 4, 2014 and September 12, 2013 and for general corporate purposes.

At October 31, 2016, $207.0 million remained outstanding on this term loan.

At October 31, 2016, $285.0 million remained outstanding on this term loan.

| Total | $ | 1,333.8 | | | $ | 1,349.2 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Average interest rate | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | |

| Average interest rate | — | | | | 1.8 | | % | | — | | | | — | | | | 1.8 | | % | | — | | | | | | | | | | |

Risk Factors and Note 1 and Note 5 to the consolidated financial statements.

Cooper is dedicated to being A Quality of Life [removed: CompanyTM with a focus on shareholder value.][added: CompanyTM..]

Cooper operates through two business units, [removed: CooperVision, Inc.] [added: CooperVision] and [removed: CooperSurgical, Inc.][added: CooperSurgical.]

[removed: CooperVision's] [added: CooperVision designs its] products [removed: are designed] to solve vision challenges such as astigmatism, presbyopia, [added: myopia,] ocular dryness and eye [removed: fatigue;] [added: fatigues;] with a broad collection of spherical, toric and multifocal contact lenses.

[removed: CooperVision's products are] [added: CooperVision] primarily [removed: manufactured] [added: manufactures its products] at its facilities located in the United Kingdom, Puerto Rico, Hungary, Costa [removed: Rica,] [added: Rica] and [removed: New York.][added: the United States.]

CooperVision distributes products out of its facilities in [removed: New York,] the United [added: States, the United] Kingdom, Belgium and various smaller international distribution facilities.

CooperSurgical's business competes in the general health care market with a focus on advancing the health of families through a diversified portfolio of products and services focusing on women's health, [removed: fertility] [added: including medical devices, fertility, genomics, diagnostics,] and [removed: genetic testing.][added: contraception.]

CooperSurgical's major manufacturing and distribution facilities are located in Connecticut, Texas, Denmark and various smaller international locations, with diagnostic facilities located in multiple locations [removed: including California, Florida, Illinois, Michigan, New Jersey, Oregon, Texas,] [added: in the United States] and internationally in Canada and the United Kingdom.

In order to achieve comfortable and healthy contact lens wear, products are sold with recommended replacement schedules, often defined as modalities, with the primary modalities being single-use, two-week [removed: and monthly.]

Dailies are the fastest [added: growing] modality in the contact lens segment and comprised approximately [removed: 46%] [added: 49%] and [removed: 44%] [added: 46%] of the contact lens market in [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] respectively, representing a growth of approximately [removed: 10%] [added: 12%] based on recent market [removed: estimates.][added: estimates trailing twelve months through September.]

Sales of contact lenses utilizing silicone hydrogel materials continue to grow and this product material represents about [removed: 79%] [added: 80%] of the monthly and two week modalities and [removed: 23%] [added: 26%] of the single use modality of the contact lens [removed: market.][added: market based on recent market estimates.]

CooperVision markets single-use silicone hydrogel spherical, toric and multifocal lenses under our clariti® 1day brand and single-use silicone hydrogel spherical and toric lenses under [removed: MyDay®.][added: our MyDay® brand.]

We also compete [removed: effectively] in the traditional hydrogel single-use product segment with several lenses including our Proclear® 1 Day lenses.

Proclear lenses are the only lenses with [removed: FDA] [added: United States Food and Drug Administration (FDA)] clearance for the claim "… may provide improved comfort for contact lens wearers who experience mild discomfort or symptoms relating to dryness during lens wear", which is important as mild discomfort relating to dryness during lens wear is a condition that often causes patients to discontinue contact lens use.

Spheres: Net sales of CooperVision's spherical lenses represented [removed: 55] [added: 54] percent of CooperVision's net sales in fiscal [removed: 2016 including net sales of single-use spherical lens that represented 26 percent of net sales in the fiscal year.][added: 2017.]

Toric: Net sales of CooperVision's toric lenses represented [removed: 30] [added: 31] percent of CooperVision's net sales in fiscal [removed: 2016.][added: 2017.]

Silicone Hydrogel: CooperVision's silicone hydrogel spherical, toric and multifocal lens products, including Biofinity, clariti, Avaira and MyDay products, represented [removed: 60] [added: 65] percent of CooperVision's net sales in fiscal [removed: 2016.][added: 2017.]

CooperVision's [removed: three] largest competitors in the worldwide market and its primary competitors in the spherical, toric and multifocal lens categories of that market are Johnson & Johnson Vision Care, [removed: Inc.,] [added: Inc. and] Alcon (formerly CIBA Vision Corporation) owned by Novartis [removed: AG, and Bausch & Lomb Incorporated owned by Valeant Pharmaceuticals International, Inc.][added: AG.]

As an example, the contact lens industry has experienced a global shift toward silicone hydrogel lenses that now represent approximately [removed: 79%] [added: 80%] of the monthly and two week modalities and [removed: 23%] [added: 26%] of the single use modality of the contact lens market.

[removed: CooperVision competes based on the fact that its three manufacturing processes allow CooperVision to produce a broad range of toric] lens parameters, which we believe provides wide choices for patient and practitioner and a high level of visual acuity.

CooperSurgical offers a broad array of products and services focused on advancing the health of families through a diversified portfolio of products and services focusing on women's health, [removed: fertility] [added: including medical devices, fertility, genomics, diagnostics] and [removed: diagnostics.][added: contraception.]

We have continued to invest in CooperSurgical's business through the acquisition of companies and product lines for new or complementary products and services for the IVF [removed: process.][added: process and within the ob/gyn space.]

[removed: Subsequent to our year end, in November 2016, we acquired Wallace, the IVF segment of Smiths Medical International, Ltd.] In [removed: our] fiscal [removed: third quarter of] 2016, we acquired [removed: the commercial assets of] Recombine Inc., [removed: a clinical genetic testing company specializing in carrier screening; Kivex Biotec A/S (K-Systems), a manufacturer and distributor of equipment for IVF clinics, and] Reprogenetics [removed: UK, a genetics laboratory specializing] [added: UK and Genesis Genetics Inc., which compete] in service offerings of [added: carrier screening,] preimplantation genetic screening (PGS) [removed: and] [added: and/or] preimplantation genetic diagnosis (PGD) used during the IVF [removed: process.][added: process, We also acquired Kivex Biotec A/S, The Pipette Company and Research Instruments, who are manufacturers and distributors of IVF medical devices, systems and/or equipment.]

We intend to continue investing in CooperSurgical's business with the goal of expanding our integrated solutions model within the areas of [removed: women’s] [added: family] health, fertility and diagnostics.

CooperSurgical participates in the market for [removed: women's] [added: family] health care with its diversified product lines in three major categories based on the point of health care delivery: [removed: primarily] hospitals and surgical centers, obstetricians' and gynecologists' (ob/gyns) medical offices and fertility clinics.

Office visit activity related to menopause, [removed: including] abnormal bleeding, incontinence and osteoporosis, are expected to increase slightly over the next decade.

Driving the growth is a [removed: steady number of reproductive age women with increasing fertility issues, a large and stable middle-aged population and a] growing population of women over the age of 65 [removed: according] [added: (according] to [added: the] United States Census [removed: estimates.][added: estimates), a large and stable middle-aged population, and a steady number of reproductive age women with increasing fertility issues as well as women interested in contraception that is reversible such as with the PARAGARD® IUD.]

This trend includes the increasing influence of supply chain controls, such as value analysis [added: committees, on product evaluation and procurement.]

[removed: One goal] [added: Recent trends in the United States market include the development] of [removed: these new models is to deliver] more cost-effective health care [added: delivery models,] including [removed: a trend to move] [added: moving] treatment out of hospitals and surgery centers and into the office setting without compromising care.

Net sales of [removed: CooperSurgical] products used in office and surgical procedures represented [removed: 55%] [added: 46%] of CooperSurgical's net sales in fiscal [removed: 2016.][added: 2017.]

Net sales of [added: CooperSurgical] fertility products and services represented [removed: 45%] [added: 54%] of CooperSurgical's net sales in fiscal [removed: 2016.][added: 2017.]

CooperSurgical is seeking to expand our presence in the significantly larger hospital and outpatient surgical procedure segment of the market that is at present dominated by bigger competitors such as Johnson & [removed: Johnson's Ethicon Endo-Surgery,] [added: Johnson's,] Boston Scientific, Olympus and Medtronic.

In fertility clinics, our products include media, micro tools and lab equipment; and to improve IVF outcomes we offer [added: screening] testing services intended to increase implantation rates and decrease miscarriages.

CooperSurgical intends to leverage our relationship with fertility clinics to expand our presence in the fertility market against competitors in the media and microtools categories that include Vitrolife, [removed: Cook,] [added: Cook and] Irvine Scientific and [removed: Life Global and] competitors in fertility and familial reproductive genetic testing that include Natera, [removed: Good Start Genetics,] Counsyl and Igenomix.

[removed: Cooper] [added: The Company] employs approximately [removed: 216] [added: 220] people in our research and development and manufacturing engineering departments.

Cooper-sponsored research and development expenditures during fiscal [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] were [removed: $65.4] [added: $69.2] million, [removed: $69.6] [added: $65.4] million and [removed: $66.3] [added: $69.6] million, respectively.

As a percentage of sales, research and development expenditures [removed: during] [added: were 3% in] fiscal [removed: 2016, 2015] [added: 2017] and [removed: 2014, were 3%, 4%] [added: 2016,] and 4% [removed: respectively.][added: in fiscal 2015.]

During fiscal [removed: 2016,] [added: 2017,] CooperVision represented [removed: 72%] [added: 69%] and CooperSurgical represented [removed: 28%] [added: 31%] of the total research and development expenses, compared to [removed: 79%] [added: 72%] and [removed: 21%] [added: 28%] in fiscal [removed: 2015] [added: 2016] for CooperVision and CooperSurgical respectively.

Medical Device [added: and Pharmaceutical] Regulation

[removed: Our] [added: Most of our] products are medical devices subject to extensive regulation by the [removed: United States Food and Drug Administration (FDA)] [added: FDA] in the United States and other regulatory bodies abroad.

Both CooperVision and CooperSurgical develop and market medical devices under different levels of FDA [removed: regulation depending on the classification of the device.]

CooperVision's contact lenses are offered in a variety of materials including silicone hydrogel Aquaform® technology and phosphorylcholine technology (PC) Technology™.

CooperSurgical has established its market presence and distribution system by developing products and acquiring companies, products and services that complement its business model.

We categorize CooperSurgical product sales based on the point of health care delivery, which includes products used in medical office and surgical procedures, primarily by obstetricians and gynecologists (ob/gyns); and fertility products/equipment and genetic testing services used primarily in fertility clinics and laboratories.

In November 2017, CooperSurgical purchased a manufacturing facility in Costa Rica to consolidate a portion of global manufacturing.

and monthly.

CooperVision is focused on greater worldwide market penetration of recently introduced products, and we continue to expand our presence in existing and emerging markets, including through acquisitions.

Subsequent to the fiscal year ended October 31, 2017, on December 1, 2017, CooperVision acquired Paragon Vision services, a leading provider of orthokeratology (ortho-k), specialty contact lenses and oxygen

permeable rigid contact lens material for approximately $80.0 million.

In fiscal 2017, we acquired Procornea, a Netherlands based manufacturer of specialty contact lenses, which expands CooperVision’s access to myopia (nearsightedness) management markets with new products, and Grand Vista LLC, a distributor in Russia of soft contact lenses.

In fiscal 2016, we acquired Soflex, an Israeli manufacturer and distributor of soft contact lenses and aftercare solutions.

In addition to a broad offering of silicone hydrogel lenses, CooperVision competes based on the fact that its three manufacturing processes allow CooperVision to produce a broad range of spheres, toric and multifocal

In our first quarter of fiscal 2017, we acquired Wallace, the IVF segment of Smiths Medical International Ltd for $167.4 million.

Subsequent to our fiscal year ended October 31, 2017, on November 1, 2017, we acquired the Paragard product line ("PARAGARD®") from Teva Pharmaceuticals Industries Limited ("Teva") for $1.1 billion.

PARAGARD® is the only non-hormonal, copper Intrauterine Device ("IUD") approved for birth control in the United States.

This acquisition broadens and strengthens CooperSurgical's current women's health product portfolio in office and surgical procedures.

PARAGARD® is the only hormone-free, long lasting, reversible contraceptive option approved by FDA available in the United States, and IUDs represent a large and growing segment of the contraceptive market.

| • | A high proportion of office visits are for contraceptive management. |

| | |

| --- | --- |

With the acquisition of PARAGARD subsequent to the fiscal year ended October 31, 2017, CooperSurgical now competes in the IUD market.

PARAGARD is the only non-hormonal IUD option in the United States and has a 10-year use indication.

In the United States, where all IUDs are regulated as pharmaceuticals, we compete with manufacturers of hormonal IUDs including Bayer and Allergan.

Outside of the United States, non-hormonal IUDs are more typically regulated as devices and are sold by a number of manufacturers.

Currently, PARAGARD is not sold outside of the United States.

regulation depending on the classification of the device.

If the FDA agrees that the device is substantially equivalent to a predicate device currently on the market, it will grant 510(k) clearance to commercially market the device.

The device sponsor must then fulfill more rigorous PMA requirements, or can request a risk-based classification determination for the device in accordance with the de novo process.

If the FDA disagrees with a manufacturer's determination that a new clearance or approval is not required for a particular modification,

Following receipt of a PMA application, the FDA conducts an administrative review to determine whether the application is sufficiently complete to permit a substantive review.

If it is not, the agency will refuse to file the PMA.

If it is, the FDA will accept the application for filing and begin the review.

The FDA considers a PMA or PMA supplement to have been voluntarily withdrawn if an applicant fails to respond to an FDA request for information (e.g., major deficiency letter) within 180 days after the FDA issues such request.

Some types of studies deemed to present "non-significant risk" are deemed to have an approved IDE once certain requirements are addressed and IRB approval is obtained.

If the device presents a "significant risk" to human health, as defined by the FDA, the sponsor must submit an IDE application to the FDA and obtain IDE approval prior to commencing the human clinical trials.

The IDE application must be supported by appropriate data, such as animal and laboratory testing results, showing

Pharmaceutical Regulation

Our PARAGARD Intrauterine Copper Contraceptive is regulated by the FDA as a drug.

In the United States, the FDA regulates drugs under the FDCA and its implementing regulations.

The process of obtaining regulatory approvals and the subsequent compliance with applicable federal, state, local and foreign statutes and regulations requires the expenditure of substantial time and financial resources.

Failure to comply with the applicable U.S. requirements at any time during the product development process, approval process or after approval, may subject an applicant to a variety of administrative or judicial sanctions, such as the FDA’s refusal to approve pending NDAs, withdrawal of an approval, imposition of a clinical hold, issuance of warning letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement or civil or criminal penalties.

CooperSurgical customers are health care professionals and institutions providing care to individuals within these areas including point of health care delivery in the hospital, clinician's office and fertility clinics.

Non single-use spherical lens represented 29 percent of net sales in fiscal 2016.

Proclear: Net sales of CooperVision's PC Technology spherical, toric and multifocal products, including Proclear 1 Day sphere and multifocal products, represented 19 percent of CooperVision's net sales in fiscal 2016.

In the toric lens market, a similar shift toward silicone hydrogel lenses has occurred, but we believe that lens manufacturers also continue to compete to provide the highest possible level of visual acuity and patient satisfaction by offering a wide range of lens parameters, superior wearing comfort and a high level of customer service, both for patients and contact lens practitioners.

In our fiscal second quarter of 2016, CooperSurgical acquired Genesis Genetics, Inc., a genetics laboratory specializing in PGS and PGD used during the IVF process, and The Pipette Company, a manufacturer and distributor of micro pipettes for the Assisted Reproductive Technology (ART) market.

In our first quarter of fiscal 2016, CooperSurgical acquired Research Instruments Limited, a manufacturer and supplier of IVF medical devices and systems.

Finally, in our fiscal fourth quarter of 2015, CooperSurgical acquired Reprogenetics, a genetics laboratory in the US specializing in service offerings of PGS and PGD used during the IVF process.

committees, on product evaluation and procurement.

The response in the United States market to the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (Affordable Care Act or ACA) includes the development of new models of health care delivery.

applies, 510(k) premarket notification submissions are subject to user fees.

After a PMA application is complete, the FDA begins an in-depth review of the submitted information.

In addition, the FDA will conduct a preapproval inspection of the

powers.

On or about November 11, 2014, Johnson & Johnson Vision Care (JJVC) filed an action in the district court of Dusseldorf, Germany, against CooperVision GmbH and CooperVision, Inc. [removed: (collectively] [added: (for purposes of this section, collectively] “CooperVision” or “we”) for patent infringement.

In March 2017, the plaintiffs filed a motion for class certification.

In August 2017, CooperVision entered into a settlement agreement with the plaintiffs, without any admission of liability, to settle all claims against CooperVision, subject to Court approval of the settlement.

The Company recorded a settlement accrual of $3.0 million in the third quarter fiscal ended July 31, 2017.

CooperVision denies the allegations and intends to defend the actions vigorously.

At this time, we do not believe a loss or adverse effect on our financial condition is probable nor is any range of potential loss reasonably estimable.

10-K 1 [removed: coo_20161031-10k.htm] [added: coo_20171031-10k.htm] 10-K

FOR THE FISCAL YEAR ENDED OCTOBER 31, [removed: 2016][added: 2017]

COMMISSION FILE NO. [removed: 1-8597][added: 001-08597]

[added: Emerging growth company o] (Do not check if a smaller reporting company)

On November 30, [removed: 2016,] [added: 2017,] there were [removed: 48,457,403] [added: 48,532,012] shares of the registrant's common stock held by non-affiliates with aggregate market value of [removed: $7.5] [added: $9.7] billion on April 30, [removed: 2016,] [added: 2017,] the last day of the registrant's most recently completed fiscal second quarter.

Number of shares outstanding of the registrant's common stock, as of November 30, [removed: 2016: 48,786,598][added: 2017: 48,861,006]

| Portions of the Proxy Statement for the Annual Meeting of Stockholders scheduled to be held in March [removed: 2017] [added: 2018] | | Part III |

| Item 1. | Business | [removed: [5](#s26CDEE48414159E0947CAC1F85B663FE)] [added: [5](#s8D9BF004619653389F1ED0BB3A91FD11)] |

| Item 1A. | Risk Factors | [removed: [18](#sCD861CBC19C656AB9051E2A0EF999CB4)] [added: [20](#s3288B1F289BA553E9081346AC7F161C0)] |

| Item 1B. | Unresolved Staff Comments | [removed: [35](#s31E05CE95D2958268A5797421AA77A7B)] [added: [39](#sAD2A94B6038A54359319F42B1664EC48)] |

| Item 2. | Properties | [removed: [36](#sC1B0CA79DE425B719709CDDB1F3B239A)] [added: [40](#s16E3D79A83EB52A9A974016D4F44664A)] |

| Item 3. | Legal Proceedings | [removed: [37](#s4972CEA0C3C45B749EA1229B8F085576)] [added: [41](#s0E6D1DD62E5D5A4FB6A3849CA6E27ECC)] |

| Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | [removed: [38](#s1272A4F0E2A25C1E8ACACE458B5C5E3B)] [added: [42](#s7BFF96ADDC0B5A00934EB9A15C0594A7)] |

| Item 6. | Selected Financial Data | [removed: [42](#s9B31A9A3E78E58C4A1825ADBC423DA4E)] [added: [46](#sAE28C244317D5F46A254CC210D6FCC61)] |

| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | [removed: [43](#sCAD8620B483551758127FE6E06AEB532)] [added: [47](#sD5F7382CE63950E881BEA1ECACC4EB99)] |

| Item 7A. | Quantitative and Qualitative Disclosure about Market Risk | [removed: [67](#s77B1FA74F90E58F29965A3C7E0DEC74B)] [added: [67](#s7183ABAC89755C02AD421D04753718DA)] |

| Item 8. | Financial Statements and Supplementary Data | [removed: [69](#s60D16F452DF358C291595A96E839A1A3)] [added: [69](#s45526EA2B2E55F339DB56931FBBDC65C)] |

| Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure | [removed: [117](#sACC15189BD6F509888A7FA319DA344F5)] [added: [115](#s447D40BCB14559628E8C160BB0CD0338)] |

| Item 9A. | Controls and Procedures | [removed: [117](#sFEA8725DFD3A5C668EC9C4DC1EE5CB80)] [added: [115](#sAEB69FB92878587FA491706DE22C6899)] |

| Item 9B. | Other Information | [removed: [118](#s5E31EA21EEF65BFCB99CB39B4579474E)] [added: [116](#sADB38B2892085BD8B950EA1289FAA42F)] |

| Item 10. | Directors, Executive Officers and Corporate Governance | [removed: [119](#sE3B86DA8B6A757FDA3A447BCD08C11F4)] [added: [117](#sF8AB0A9182905CC5BA28F10155EAA7FB)] |

| Item 11. | Executive Compensation | [removed: [119](#s556201FFD32C5FCEB33CA393376F6417)] [added: [117](#s0929FB3E76D85DEF9AE440836F37F3D8)] |

| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | [removed: [119](#sD1602C2B253F500E87F22CEA0E752F6E)] [added: [117](#s750775CEA8105B2C898B55414DDD3EAA)] |

| Item 13. | Certain Relationships and Related Transactions, and Director Independence | [removed: [119](#s563E01CC179A58058F5176B445E4F57E)] [added: [117](#sF91FAA55448851A2B87E091D05C04249)] |

| Item 14. | Principal Accounting Fees and Services | [removed: [119](#s8DD5A900C5B355B6A83CD5A6E747C07D)] [added: [117](#sD19583CBC252570E85FE58F0C4DE1AA7)] |

| Item 15. | Exhibits and Financial Statement Schedules | [removed: [120](#s9CA306D31BE15CED8A77912795F4467D)] [added: [118](#sD06621A0D39E553688AF7BD5DD6CC69C)] |

These include statements relating to plans, prospects, goals, strategies, future actions, events or performance and other statements which are other than statements of historical fact, including all statements regarding acquisitions including the acquired companies' financial position, market position, product development and business strategy, expected cost synergies, [removed: expecting] [added: expected] timing and benefits of the transaction, difficulties in integrating entities or operations, as well as estimates of our and the acquired entities' future expenses, sales and earnings per share are forward-looking.

| • | Adverse changes in the global or regional general business, political and economic conditions, including the impact of continuing uncertainty and instability of certain countries that could adversely affect our global markets, and the potential adverse economic impact and related uncertainty caused by [added: these items, including but not limited to,] the United Kingdom’s election to withdraw from the European Union. |

| • | Foreign currency exchange rate and interest rate fluctuations including the risk of fluctuations in the value of foreign currencies [added: or interest rates] that would decrease our revenues and earnings. |

| • | Acquisition-related adverse effects including the failure to successfully obtain the anticipated revenues, margins and earnings benefits of [removed: acquisitions;] [added: acquisitions,] integration delays or costs and the requirement to record significant adjustments to the preliminary fair value of assets acquired and liabilities assumed within the measurement period, required regulatory approvals for an acquisition not being obtained or being delayed or subject to conditions that are not anticipated, adverse impacts of changes to accounting controls and reporting procedures, contingent liabilities or indemnification obligations, increased leverage and lack of access to available financing (including financing for the acquisition or refinancing of debt owed by us on a timely basis and on reasonable terms). |

| • | Our [added: existing] indebtedness and associated interest expense, [added: which] could adversely affect our financial [removed: health, prevent us from fulfilling our debt obligations] [added: health] or limit our ability to borrow additional funds. |

| • | A major disruption in the operations of our manufacturing, accounting and financial reporting, research and [removed: development or] [added: development,] distribution facilities [added: or raw material supply chain] due to integration of acquisitions, natural disasters, [added: system upgrades] or other causes. |

| • | A major disruption in the operations of our manufacturing, accounting and financial reporting, research and development or distribution facilities due to technological problems, including any [removed: related to our information systems maintenance, enhancements or new system deployments, integrations or upgrades.] |

| • | New U.S. and foreign government laws and regulations, and changes in existing laws, regulations and enforcement guidance, which affect [added: areas of our operations including, but not limited to, those affecting] the health care industry, including the contact lens industry [added: specifically] and the medical device [removed: industry.] [added: or pharmaceutical industries generally.] |

| • | Compliance costs and potential liability in connection with U.S. and foreign laws and health care regulations pertaining to privacy and security of third party information, including [added: but not limited to] product recalls, warning letters, and data security breaches. |

| • | Other events described in our Securities and Exchange Commission filings, including the “Business” and “Risk Factors” sections in this Annual Report on Form 10-K for the fiscal year ended October 31, [removed: 2016,] [added: 2017,] as such Risk Factors may be updated in quarterly filings. |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

for the Fiscal Year Ended October 31, 2017

| • | Changes in tax laws or their interpretation and changes in statutory tax rates, including but not limited to, the United States, the United Kingdom and other countries with proposed changes to tax laws, some of which may affect our taxation of earnings recognized in foreign jurisdictions and/or negatively impact our effective tax rate. |

related to our information systems maintenance, enhancements or new system deployments, integrations or upgrades.

| • | New competitors, product innovations or technologies, including but not limited to, technological advances by competitors, new products and patents attained by competitors, and competitors' expansion through acquisitions. |

| • | Changes in tax laws or their interpretation and changes in statutory tax rates. |

| • | New competitors, product innovations or technologies. |

The following is a summary of Cooper's principal facilities as of October 31, [removed: 2016.][added: 2017.]

| California | [removed: 106,997] [added: 103,990] | | | Executive offices; CooperVision research & development and administrative offices |

| New York | [removed: 378,007] [added: 403,897] | | | CooperVision manufacturing, marketing, distribution and administrative offices |

| Connecticut | [removed: 291,237] [added: 249,437] | | | CooperSurgical manufacturing, marketing, distribution, research & development and administrative offices |

| Other Americas | [removed: 54,609] [added: 58,054] | | | CooperVision marketing and distribution; CooperSurgical manufacturing and marketing |

| United Kingdom | [removed: 689,554] [added: 792,952] | | | CooperVision manufacturing, marketing, distribution, research & development and administrative offices; CooperSurgical marketing |

| Belgium | [removed: 226,411] [added: 256,478] | | | CooperVision distribution |

| Denmark | [removed: 66,751] [added: 74,451] | | | CooperSurgical manufacturing, marketing and administrative offices |

| [removed: Germany] [added: Australia] | [removed: 27,610] [added: 43,179] | | | CooperVision [removed: marketing] [added: manufacturing, marketing, distribution] and [removed: distribution;] [added: administrative offices;] CooperSurgical [removed: manufacturing,] marketing [removed: and distribution] |

| Other EMEA | [removed: 146,958] [added: 152,511] | | | CooperVision and CooperSurgical marketing and distribution |

| Japan | [removed: 73,932] [added: 82,561] | | | CooperVision marketing, distribution and administrative offices; CooperSurgical marketing |

| [removed: Australia] [added: Spain] | [removed: 41,382] [added: 38,232] | | | CooperVision [removed: manufacturing, marketing,] distribution and administrative offices; CooperSurgical marketing |

| Other Asia Pacific | [removed: 55,726] [added: 64,491] | | | CooperVision and CooperSurgical marketing and distribution |

Cooper's common stock, par value $0.10 per share, is traded on the New York Stock Exchange under the symbol “COO.” In the table that follows, we indicate the high and low selling prices of our common stock for each three-month period of [removed: 2016] [added: 2017] and [removed: 2015:][added: 2016:]

| January 31 | $ | [removed: 155.18] [added: 184.75] | | | $ | [removed: 119.28] [added: 158.73] | | | $ | [removed: 171.54] [added: 155.18] | | | $ | [removed: 154.21] [added: 119.28] | |

| April 30 | $ | [removed: 161.17] [added: 203.48] | | | $ | [removed: 123.80] [added: 183.17] | | | $ | [removed: 190.00] [added: 161.17] | | | $ | [removed: 154.80] [added: 123.80] | |

| July 31 | $ | [removed: 183.49] [added: 256.39] | | | $ | [removed: 152.09] [added: 199.48] | | | $ | [removed: 186.37] [added: 183.49] | | | $ | [removed: 170.50] [added: 152.09] | |

| October 31 | $ | [removed: 190.99] [added: 254.48] | | | $ | [removed: 174.51] [added: 230.69] | | | $ | [removed: 179.75] [added: 190.99] | | | $ | [removed: 136.75] [added: 174.51] | |

At November 30, [removed: 2016,] [added: 2017,] there were [removed: 420] [added: 379] common stockholders of record.

In dollar terms, we paid cash for dividends of [removed: about] $2.9 million in [added: each of] fiscal [removed: 2016] [added: 2017] and [removed: $2.9 million in fiscal 2015.][added: 2016.]

The following graph compares the cumulative total return on Cooper common stock with the cumulative total return of the Standard & [removed: Poor's Midcap 400, Standard &] Poor 500 and the Standard & Poor's Health Care Equipment Index for the five-year period ended October 31, [removed: 2016.][added: 2017.]

The graph assumes that the value of the investment in Cooper and in each index was $100 on October 31, [removed: 2011,] [added: 2012,] and assumes that all dividends were reinvested.

Among The Cooper Companies, Inc., [removed: the S&P Midcap 400 Index,]

[removed: ][added: ]

*$100 invested on [removed: 10/31/11] [added: 10/31/12] in stock or index, including reinvestment of dividends.

The Company's share repurchase activity during the three-month period ended October 31, [removed: 2016,] [added: 2017,] was as follows:

At October 31, [removed: 2016,] [added: 2017,] approximately [removed: $118.4] [added: $563.5] million remained authorized under the 2012 Share Repurchase Program.

(1) The amount of total securities to be issued under Company equity plans [added: upon exercise of outstanding options, warrants and rights] shown in Column A includes [removed: 509,819] [added: 521,056] Restricted Stock Units granted pursuant to the Company's equity plans.

These awards allow for the distribution of shares to the grant recipient upon the completion of time-based [removed: holding] [added: vesting] periods.

(2) Includes information with respect to the Third Amended and Restated 2007 Long-Term Incentive Plan for Employees of the Cooper Companies, Inc. [removed: ("2007 Plan"),] [added: (2007 LTIP),] which was approved by stockholders on March 17, 2016, and provides for the issuance of up to 6,930,000 shares of Common Stock, and the Second Amended and Restated 2006 Long Term Incentive Plan for Non-Employee Directors of the Cooper Companies, Inc. [removed: (the “Directors’ Plan”),] [added: (2006 Directors Plan),] which was approved by stockholders on March 16, 2011 and provides for the issuance of up to 950,000 shares of Common Stock.

As of October 31, [removed: 2016, 2,010,278] [added: 2017, 1,801,934] shares remained available under the 2007 [removed: Plan] [added: LTIP] and [removed: 152,670] [added: 139,874] shares remained available under the 2006 [removed: Directors’] [added: Directors] Plan.

| | 2017 | | | | | | | | 2016 | | | | | | |

Copyright© 2017 Standard & Poor's, a division of S&P Global.

| | October 2012 | | | | October 2013 | | | | October 2014 | | | | October 2015 | | | | October 2016 | | | | October 2017 | | |

| The Cooper Companies, Inc. | $ | 100.00 | | | $ | 134.69 | | | $ | 170.93 | | | $ | 158.95 | | | $ | 183.73 | | | $ | 250.83 | |

| S&P 500 | $ | 100.00 | | | $ | 127.18 | | | $ | 149.14 | | | $ | 156.89 | | | $ | 163.97 | | | $ | 202.72 | |

| S&P Health Care Equipment | $ | 100.00 | | | $ | 125.55 | | | $ | 156.41 | | | $ | 170.55 | | | $ | 192.92 | | | $ | 241.12 | |

| 8/1/17 – 8/31/17 | | — | | | $ | — | | | — | | | $ | 589,000,000 | |

| 9/1/17 – 9/30/17 | | — | | | $ | — | | | — | | | $ | 589,000,000 | |

| 10/1/17 – 10/31/17 | | 107,500 | | | $ | 237.12 | | | 107,500 | | | $ | 563,500,000 | |

| Total | | 107,500 | | | | | | | 107,500 | | | | | |

In March 2017, the program was amended and approved by the Company's Board of Directors for an increase of $500.0 million, providing authorization for a total of $1.0 billion.

During the fiscal year ended October 31, 2017, we repurchased a total of 257,500 shares of common stock for $55.0 million at an average price of $213.65 per share under the repurchase program.

The following table sets forth certain information as of October 31, 2017, concerning the shares of our Common Stock that may be issued under any form of award granted under our equity compensation plans in effect as of October 31, 2017:

| Equity compensation plans approved by shareholders(2) | 1,766,935 | | $129.33 | | 1,941,808 |

| Total | 1,766,935 | | $129.33 | | 1,941,808 |

The total also includes 168,617 shares representing the maximum number of shares that may be issued subject to Performance Share Awards outstanding as of the end of the fiscal year.

| | 2016 | | | | | | | | 2015 | | | | | | |

Copyright© 2016 S&P, a division of McGraw-Hill Financial.

| | 10/11 | | | | 10/12 | | | | 10/13 | | | | 10/14 | | | | 10/15 | | | | 10/16 | | |

| The Cooper Companies, Inc. | $ | 100.00 | | | $ | 138.61 | | | $ | 186.71 | | | $ | 236.93 | | | $ | 220.33 | | | $ | 254.68 | |

| S&P Midcap 400 | $ | 100.00 | | | $ | 112.11 | | | $ | 149.64 | | | $ | 167.08 | | | $ | 172.80 | | | $ | 183.61 | |

| S&P 500 | $ | 100.00 | | | $ | 115.21 | | | $ | 146.52 | | | $ | 171.82 | | | $ | 180.75 | | | $ | 188.90 | |

| S&P Health Care Equipment | $ | 100.00 | | | $ | 114.17 | | | $ | 143.34 | | | $ | 178.57 | | | $ | 194.72 | | | $ | 220.26 | |

| 8/1/16 – 8/31/16 | | — | | | $ | — | | | — | | | $ | 118,400,000 | |

| 9/1/16 – 9/30/16 | | — | | | $ | — | | | — | | | $ | 118,400,000 | |

| 10/1/16 – 10/31/16 | | — | | | $ | — | | | — | | | $ | 118,400,000 | |

| Total | | — | | | | | | | — | | | | | |

During the year ended October 31, 2016, there were no repurchases of shares of common stock under the repurchase program.

| Equity compensation plans approved by shareholders(2) | 1,858,962 | | $107.74 | | 2,162,948 |

| Total | 1,858,962 | | $107.74 | | 2,162,948 |

The total also includes 4,950 shares to be issued pursuant to Performance Share Awards which previously vested and receipt of shares was deferred for a specified period of time and 238,805 shares representing the maximum number of share that may be issued subject to Performance Share Awards without a defined payout.

| Years Ended October 31, (In [removed: thousands,] [added: millions,] except per share amounts) | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Diluted earnings per share attributable to Cooper stockholders | $ | [removed: 5.59] [added: 7.52] | | | $ | [removed: 4.14] [added: 5.59] | | | $ | [removed: 5.51] [added: 4.14] | | | $ | [removed: 5.96] [added: 5.51] | | | $ | [removed: 5.05] [added: 5.96] | |

| Number of shares used to compute diluted earnings per share | [removed: 49,026] [added: 49.6] | | | | [removed: 49,179] [added: 49.0] | | | | [removed: 48,960] [added: 49.2] | | | | [removed: 49,685] [added: 49.0] | | | | [removed: 49,152] [added: 49.7] | | |

| Consolidated Financial [removed: Position] [added: Position(1)] | | | | | | | | | | | | | | | | | | | |

| Net sales | $ | 2,139.0 | | | $ | 1,966.8 | | | $ | 1,797.1 | | | $ | 1,717.8 | | | $ | 1,587.7 | |

| Gross profit | $ | 1,365.8 | | | $ | 1,173.1 | | | $ | 1,070.3 | | | $ | 1,091.6 | | | $ | 1,026.8 | |

| Income before income taxes | $ | 394.0 | | | $ | 295.6 | | | $ | 215.5 | | | $ | 296.5 | | | $ | 312.3 | |

| Net income attributable to Cooper stockholders | $ | 372.9 | | | $ | 273.9 | | | $ | 203.5 | | | $ | 269.9 | | | $ | 296.2 | |

| Current assets | $ | 953.2 | | | $ | 937.1 | | | $ | 844.0 | | | $ | 791.6 | | | $ | 747.2 | |

| Property, plant and equipment, net | 910.1 | | | | 877.7 | | | | 967.1 | | | | 937.3 | | | | 739.9 | | |

| Goodwill | 2,354.8 | | | | 2,164.7 | | | | 2,197.1 | | | | 2,220.9 | | | | 1,387.6 | | |

| Other intangible assets, net | 504.7 | | | | 441.1 | | | | 411.1 | | | | 453.6 | | | | 198.8 | | |

| Other assets | 135.9 | | | | 58.0 | | | | 43.2 | | | | 54.9 | | | | 63.8 | | |

| | $ | 4,858.7 | | | $ | 4,478.6 | | | $ | 4,462.5 | | | $ | 4,458.3 | | | $ | 3,137.3 | |

| Short-term debt | $ | 23.4 | | | $ | 226.3 | | | $ | 243.8 | | | $ | 101.5 | | | $ | 43.0 | |

| Other current liabilities | 372.7 | | | | 316.9 | | | | 331.7 | | | | 340.7 | | | | 278.3 | | |

| Long-term debt | 1,149.3 | | | | 1,107.4 | | | | 1,105.4 | | | | 1,280.8 | | | | 301.7 | | |

| Other liabilities | 137.5 | | | | 132.1 | | | | 111.8 | | | | 146.9 | | | | 90.8 | | |

| Total liabilities | 1,682.9 | | | | 1,782.7 | | | | 1,792.7 | | | | 1,869.9 | | | | 713.8 | | |

| Stockholders' equity | 3,175.8 | | | | 2,695.9 | | | | 2,669.8 | | | | 2,588.4 | | | | 2,423.5 | | |

| | $ | 4,858.7 | | | $ | 4,478.6 | | | $ | 4,462.5 | | | $ | 4,458.3 | | | $ | 3,137.3 | |

(1) We have adjusted our 2016 and 2015 Balance Sheets to reflect the Cumulative Adjustment as discussed in Note 1 of the consolidated financial statements.

| Net sales | $ | 1,966,814 | | | $ | 1,797,060 | | | $ | 1,717,776 | | | $ | 1,587,725 | | | $ | 1,445,136 | |

| Gross profit | $ | 1,173,079 | | | $ | 1,070,262 | | | $ | 1,091,570 | | | $ | 1,026,808 | | | $ | 924,010 | |

| Income before income taxes | $ | 295,633 | | | $ | 215,485 | | | $ | 296,534 | | | $ | 312,271 | | | $ | 275,452 | |

| Net income attributable to Cooper stockholders | $ | 273,917 | | | $ | 203,523 | | | $ | 269,856 | | | $ | 296,151 | | | $ | 248,339 | |

| Current assets | $ | 934,458 | | | $ | 841,428 | | | $ | 791,617 | | | $ | 747,241 | | | $ | 657,860 | |

| Property, plant and equipment, net | 877,672 | | | | 967,097 | | | | 937,325 | | | | 739,867 | | | | 640,255 | | |

| Goodwill | 2,164,748 | | | | 2,197,077 | | | | 2,220,921 | | | | 1,387,611 | | | | 1,370,247 | | |

| Other intangible assets, net | 441,086 | | | | 411,090 | | | | 453,605 | | | | 198,769 | | | | 214,783 | | |

| Other assets | 57,954 | | | | 43,172 | | | | 54,872 | | | | 63,773 | | | | 58,239 | | |

| | $ | 4,475,918 | | | $ | 4,459,864 | | | $ | 4,458,340 | | | $ | 3,137,261 | | | $ | 2,941,384 | |

| Short-term debt | $ | 226,325 | | | $ | 243,803 | | | $ | 101,518 | | | $ | 42,987 | | | $ | 25,284 | |

| Other current liabilities | 310,130 | | | | 324,979 | | | | 340,664 | | | | 278,266 | | | | 237,268 | | |

| Long-term debt | 1,107,448 | | | | 1,105,408 | | | | 1,280,833 | | | | 301,670 | | | | 348,422 | | |

| Other liabilities | 131,980 | | | | 111,770 | | | | 146,885 | | | | 90,844 | | | | 117,252 | | |

| Total liabilities | 1,775,883 | | | | 1,785,960 | | | | 1,869,900 | | | | 713,767 | | | | 728,226 | | |

| Stockholders' equity | 2,700,035 | | | | 2,673,904 | | | | 2,588,440 | | | | 2,423,494 | | | | 2,213,158 | | |

We have audited the accompanying consolidated balance sheets of The Cooper Companies, Inc. and subsidiaries (the Company) as of October 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended October 31, [removed: 2016.][added: 2017.]

We also have audited the Company’s internal control over financial reporting as of October 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Our responsibility is to express an opinion on these consolidated financial [removed: statements,] [added: statements and] financial statement [removed: schedule] [added: schedule,] and an opinion on the Company’s internal control over financial reporting based on our audits.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Cooper Companies, Inc. and subsidiaries as of October 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the results of its operations and its cash flows for each of the years in the three-year period ended October 31, [removed: 2016,] [added: 2017,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

| Years Ended October 31, (In [removed: thousands,] [added: millions,] except [added: for earnings] per [removed: share amounts)] [added: share)] | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Research and development expense | [removed: 65,411] [added: 69.2] | | | | [removed: 69,589] [added: 65.4] | | | | [removed: 66,259] [added: 69.6] | | |

| Other expense, net | [removed: 2,257] | | | | [removed: 3,083] | | | | [removed: 1,987] | | | [added: | 1.7 | | |]

| Provision for income taxes | [removed: 20,699] [added: 21.1] | | | | [removed: 10,341] [added: 20.7] | | | | [removed: 24,705] [added: 10.4] | | |

| Less: net income attributable to noncontrolling interests | [removed: 1,017] [added: —] | | | | [removed: 1,621] [added: 1.0] | | | | [removed: 1,973] [added: 1.6] | | |

| Net income attributable to Cooper stockholders | [removed: $] [added: —] | [removed: 273,917] | | [added: —] | [removed: $] | [removed: 203,523] | | [added: —] | [removed: $] | [removed: 269,856] | [added: —] | [added: | | | — | | | | — | | | | 203.5 | | | | — | | | | — | | | | 203.5 | | |]

| Earnings per share attributable to Cooper stockholders - basic | $ | [removed: 5.65] [added: 7.63] | | | $ | [removed: 4.20] [added: 5.65] | | | $ | [removed: 5.61] [added: 4.20] | |

| Earnings per share attributable to Cooper stockholders - diluted | $ | [removed: 5.59] [added: 7.52] | | | $ | [removed: 4.14] [added: 5.59] | | | $ | [removed: 5.51] [added: 4.14] | |

| Years Ended October 31, [removed: (In thousands)] | [removed: 2016 | | |] [added: 2017] | [removed: 2015] | | [added: 2016] | | [removed: 2014] | [added: 2015] | |

| Other comprehensive [added: income] (loss) [removed: income:] | | | | | | | | | | | |

| Change in value of derivative instruments, net of tax provision of $0, [removed: $30] [added: $0] and [removed: $630,] [added: $0.03,] respectively | — | | | | [removed: 47] [added: —] | | | | [removed: 986] [added: 0.1] | | |

| Change in minimum pension liability, net of tax [added: provision] (benefit) of [removed: $(5,331), $(3,908),] [added: $4.2, $(5.3)] and [removed: $(2,348),] [added: $(3.9),] respectively | [removed: (8,309] [added: 6.6] | | [removed: )] | | [removed: (6,084] [added: (8.4] | | ) | | [removed: (3,643] [added: (6.1] | | ) |

| Less: comprehensive income attributable to noncontrolling interests | [removed: 990] [added: —] | | | | [removed: 533] [added: 0.9] | | | | [removed: 733] [added: 0.5] | | |

| Comprehensive [removed: (loss)] income [added: (loss)] attributable to Cooper stockholders | $ | [removed: (24,013] [added: 487.2] | [removed: )] | | $ | [removed: 119,150] [added: (24.0] | [added: )] | | $ | [removed: 180,676] [added: 119.2] | |

| [added: Years Ended] October 31, [removed: (In thousands)] | [removed: 2016] [added: 2017] | | | [added: 2016] | [removed: 2015] | | [added: 2015] | [added: |]

| Cash and cash equivalents | $ | [removed: 100,817] [added: 1.1] | | | $ | [removed: 16,426] [added: 1.1] | | [added: | $ | — | | | $ | — | |]

| Trade accounts receivable, net of allowance for doubtful accounts of [removed: $8,517] [added: $10.8] at October 31, [removed: 2016] [added: 2017] and [removed: $5,956] [added: $8.5] at October 31, [removed: 2015] [added: 2016] | [removed: 291,370] [added: 316.6] | | | | [removed: 282,918] [added: 291.4] | | |

| Deferred tax assets [added: (1)] | [removed: 47,103] [added: —] | | | | [removed: 41,731] [added: 49.7] | | |

| Prepaid expense and other current assets | [removed: 77,472] [added: 93.7] | | | | [removed: 80,661] [added: 77.5] | | |

| Property, plant and equipment, at cost | [removed: 1,603,243] [added: 1,757.5] | | | | [removed: 1,650,730] [added: 1,603.2] | | |

| Less: accumulated depreciation and amortization | [removed: 725,571] [added: 847.4] | | | | [removed: 683,633] [added: 725.5] | | |

| Deferred tax assets [added: (1)] | [removed: 6,107] [added: 60.3] | | | | [removed: 4,510] [added: 6.1] | | |

| Employee compensation and benefits | [removed: 77,717] [added: 84.1] | | | | [removed: 67,373] [added: 77.7] | | |

| Deferred tax liabilities | [removed: 37,532] [added: 38.8] | | | | [removed: 31,016] [added: 37.5] | | |

| Accrued pension liability and other | [removed: 94,448] [added: 98.7] | | | | [removed: 80,754] [added: 94.6] | | |

| Preferred stock, 10 cents par value, shares authorized: [removed: 1,000;] [added: 1.0;] zero shares issued or outstanding | — | | | | — | | |

| Common stock, 10 cents par value, shares authorized: [removed: 120,000;] [added: 120.0;] issued [removed: 52,075] [added: 52.4] at October 31, [removed: 2016] [added: 2017] and [removed: 51,558] [added: 52.1] at October 31, [removed: 2015] [added: 2016] | [removed: 5,208] [added: 5.2] | | | | [removed: 5,156] [added: 5.2] | | |

| Accumulated other comprehensive loss | [removed: (489,600] [added: (375.3] | | ) | | [removed: (191,643] [added: (489.6] | | ) |

| Treasury stock at cost: [removed: 3,290] [added: 3.6] shares at October 31, [removed: 2016] [added: 2017] and [added: 3.3 shares at] October 31, [removed: 2015] [added: 2016] | [removed: (360,149] [added: (415.1] | | ) | | [removed: (360,149] [added: (360.1] | | ) |

| Total Cooper stockholders' equity | [removed: 2,699,867] [added: 3,175.7] | | | | [removed: 2,667,509] [added: 2,695.8] | | |

| Noncontrolling interests | [removed: 168] [added: 0.1] | | | | [removed: 6,395] [added: 0.1] | | |

| (In [removed: thousands)] [added: millions)] | Shares | | | Amount | | | | Shares | | | Amount | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income attributable to Cooper stockholders | — | | | — | | | | — | | | — | | | | — | | | | — | | | | [removed: 269,856] [added: 273.9] | | | | — | | | | — | | | | [removed: 269,856] [added: 273.9] | | |

| Other comprehensive loss, net of tax | — | | | — | | | | — | | | — | | | | — | | | | [removed: (90,420] [added: (85.4] | | ) | | — | | | | — | | | | — | | | | [removed: (90,420] [added: (85.4] | | ) |

| Issuance of common stock for stock plans | [removed: 720] [added: 0.3] | | | [removed: 72] [added: —] | | | | [removed: (72] [added: —] | [removed: )] | | [removed: (7] [added: —] | | [removed: )] | | [removed: 1,487] [added: (5.3] | | [added: )] | | — | | | | — | | | | [removed: 7,033] [added: —] | | | | — | | | | [removed: 8,585] [added: (5.3] | | [added: )] |

| Net sales | $ | 2,139.0 | | | $ | 1,966.8 | | | $ | 1,797.1 | |

| Cost of sales | 773.2 | | | | 793.7 | | | | 726.8 | | |

| Gross profit | 1,365.8 | | | | 1,173.1 | | | | 1,070.3 | | |

| Selling, general and administrative expense | 799.1 | | | | 722.8 | | | | 712.5 | | |

| Amortization of intangibles | 68.4 | | | | 60.8 | | | | 51.5 | | |

| Operating income | 429.1 | | | | 324.1 | | | | 236.7 | | |

| Interest expense | 33.4 | | | | 26.2 | | | | 18.1 | | |

| Income before income taxes | 394.0 | | | | 295.6 | | | | 215.5 | | |

| Net income | 372.9 | | | | 274.9 | | | | 205.1 | | |

| Basic | 48.9 | | | | 48.5 | | | | 48.5 | | |

| Diluted | 49.6 | | | | 49.0 | | | | 49.2 | | |

| Net income | $ | 372.9 | | | $ | 274.9 | | | $ | 205.1 | |

| Foreign currency translation adjustment | 107.7 | | | | (289.6 | | ) | | (79.4 | | ) |

| Other comprehensive income (loss) | 114.3 | | | | (298.0 | | ) | | (85.4 | | ) |

| Comprehensive income (loss) | 487.2 | | | | (23.1 | | ) | | 119.7 | | |

| Inventories | 454.1 | | | | 417.7 | | |

| Total current assets | 953.2 | | | | 937.1 | | |

| | 910.1 | | | | 877.7 | | |

| Goodwill | 2,354.8 | | | | 2,164.7 | | |

| Other intangibles, net | 504.7 | | | | 441.1 | | |

| Other assets | 75.6 | | | | 51.9 | | |

| | $ | 4,858.7 | | | $ | 4,478.6 | |

| Short-term debt | $ | 23.4 | | | $ | 226.3 | |

| Other current liabilities | 146.5 | | | | 131.8 | | |

| Total current liabilities | 396.1 | | | | 543.2 | | |

| Long-term debt | 1,149.3 | | | | 1,107.4 | | |

| Total liabilities | 1,682.9 | | | | 1,782.7 | | |

| Additional paid-in capital | 1,526.7 | | | | 1,494.0 | | |

| Retained earnings | 2,434.2 | | | | 2,046.3 | | |

| Stockholders’ equity | 3,175.8 | | | | 2,695.9 | | |

| | $ | 4,858.7 | | | $ | 4,478.6 | |

| (1) Prospective adoption of ASU 2015-17, Balance Sheet Classification of Deferred Taxes. Refer to Note 1. | | | | | | | |

| Balance at October 31, 2014 | 48.1 | | | $ | 4.8 | | | 2.8 | | | $ | 0.2 | | | $ | 1,386.8 | | | $ | (106.2 | ) | | $ | 1,578.8 | | | $ | (294.6 | ) | | $ | 18.6 | | | $ | 2,588.4 | |

| Prior year adjustment (see note 1) | — | | — | — | | | — | — | | — | — | | | — | — | | | — | — | | | | (4.1 | | ) | | — | | | — | — | | | | (4.1 | | ) |

| Issuance of common stock for stock plans | 0.7 | | | 0.1 | | | | — | | | — | | | | (6.7 | | ) | | — | | | | — | | | | 1.8 | | | | — | | | | (4.8 | | ) |

| Treasury stock repurchase | (0.5 | ) | | (0.1 | | ) | | 0.5 | | | 0.1 | | | | — | | | | — | | | | — | | | | (67.3 | | ) | | — | | | | (67.3 | | ) |

| Balance at October 31, 2015 | 48.3 | | | $ | 4.8 | | | 3.3 | | | $ | 0.3 | | | $ | 1,434.7 | | | $ | (191.6 | ) | | $ | 1,775.3 | | | $ | (360.1 | ) | | $ | 6.4 | | | $ | 2,669.8 | |

| Balance at October 31, 2016 | 48.8 | | | $ | 4.9 | | | 3.3 | | | $ | 0.3 | | | $ | 1,494.0 | | | $ | (489.6 | ) | | $ | 2,046.3 | | | $ | (360.1 | ) | | $ | 0.1 | | | $ | 2,695.9 | |

| ASU2016-09 adoption | — | | | — | | | | — | | | — | | | | (0.2 | | ) | | — | | | | 17.9 | | | | — | | | | — | | | | 17.7 | | |

| Balance at October 31, 2017 | 48.8 | | | $ | 4.9 | | | 3.6 | | | $ | 0.3 | | | $ | 1,526.7 | | | $ | (375.3 | ) | | $ | 2,434.2 | | | $ | (415.1 | ) | | $ | 0.1 | | | $ | 3,175.8 | |

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

December 22, 2016

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net sales | $ | 1,966,814 | | | $ | 1,797,060 | | | $ | 1,717,776 | |

| Cost of sales | 793,735 | | | | 726,798 | | | | 626,206 | | |

| Gross profit | 1,173,079 | | | | 1,070,262 | | | | 1,091,570 | | |

| Selling, general and administrative expense | 722,798 | | | | 712,543 | | | | 683,115 | | |

| Amortization of intangibles | 60,790 | | | | 51,459 | | | | 35,710 | | |

| Operating income | 324,080 | | | | 236,671 | | | | 306,486 | | |

| Interest expense | 26,190 | | | | 18,103 | | | | 7,965 | | |

| Income before income taxes | 295,633 | | | | 215,485 | | | | 296,534 | | |

| Net income | 274,934 | | | | 205,144 | | | | 271,829 | | |

| Basic | 48,520 | | | | 48,452 | | | | 48,061 | | |

| Diluted | 49,026 | | | | 49,179 | | | | 48,960 | | |

See accompanying notes to consolidated financial statements.

| Net income | 274,934 | | | | 205,144 | | | | $ | 271,829 | |

| Foreign currency translation adjustment | (289,648 | | ) | | (79,424 | | ) | | (87,763 | | ) |

| Other comprehensive loss | (297,957 | | ) | | (85,461 | | ) | | (90,420 | | ) |

| Comprehensive (loss) income | (23,023 | | ) | | 119,683 | | | | 181,409 | | |

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Inventories | 417,696 | | | | 419,692 | | |

| Total current assets | 934,458 | | | | 841,428 | | |

| | 877,672 | | | | 967,097 | | |

| Goodwill | 2,164,748 | | | | 2,197,077 | | |

| Other intangibles, net | 441,086 | | | | 411,090 | | |

| Other assets | 51,847 | | | | 38,662 | | |

| | $ | 4,475,918 | | | $ | 4,459,864 | |

| Short-term debt | $ | 226,325 | | | $ | 243,803 | |

| Accounts payable | 107,386 | | | | 116,912 | | |

| Other current liabilities | 125,027 | | | | 140,694 | | |

| Total current liabilities | 536,455 | | | | 568,782 | | |

| Long-term debt | 1,107,448 | | | | 1,105,408 | | |

| Total liabilities | 1,775,883 | | | | 1,785,960 | | |

| Additional paid-in capital | 1,493,965 | | | | 1,434,705 | | |

| Retained earnings | 2,050,443 | | | | 1,779,440 | | |

| Stockholders’ equity | 2,700,035 | | | | 2,673,904 | | |

| Balance at October 31, 2013 | 47,995 | | | $ | 4,800 | | | 2,340 | | | $ | 234 | | | $ | 1,329,329 | | | $ | (15,762 | ) | | $ | 1,311,851 | | | $ | (225,917 | ) | | $ | 18,959 | | | $ | 2,423,494 | |

| Balance at October 31, 2014 | 48,143 | | | $ | 4,815 | | | 2,840 | | | $ | 284 | | | $ | 1,386,800 | | | $ | (106,182 | ) | | $ | 1,578,823 | | | $ | (294,662 | ) | | $ | 18,562 | | | $ | 2,588,440 | |

The Company's Chief Executive Officer and Chief Financial Officer, based upon their evaluation as of October 31, [removed: 2016,] [added: 2017,] the end of the fiscal period covered in this report, concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level.

Management assessed the effectiveness of the Company's internal control over financial reporting as of October 31, [removed: 2016,] [added: 2017,] based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013).

Based on this assessment, management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, concluded that the Company's internal control over financial reporting was effective as of October 31, [removed: 2016.][added: 2017.]

The Company's independent registered public accounting firm, KPMG LLP, has audited the effectiveness of the Company's internal control over financial reporting as of October 31, [removed: 2016,] [added: 2017,] as stated in their report in Part II, Item 8 of this Annual Report on Form 10-K.

There has been no change in the Company's internal control over financial reporting during the Company's fiscal quarter ended October 31, [removed: 2016,] [added: 2017,] that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

The information required by this item is incorporated by reference to the subheadings, “Proposal 1 - Election of Directors,” “Executive Officers of the Company,” [removed: “Ownership of the Company] [added: “Corporate Governance] - Section 16(a) Beneficial Ownership Reporting Compliance,” “Corporate Governance - [removed: The] [added: About Our] Board of Directors,” “Corporate Governance - [added: Identification of Candidates,” “Corporate Governance - Corporate Governance Policies -] Ethics and Business Conduct Policy,” “Corporate Governance - Board Committees - The Audit Committee” and “Report of the Audit Committee” of the Company's Proxy Statement for the Annual Meeting of Stockholders scheduled to be held in March [removed: 2017] [added: 2018] (the [removed: “2017] [added: “2018] Proxy Statement”).

The information required by this item is incorporated by reference to the subheadings “Report of the Organization and Compensation Committee,” “Compensation Discussion and Analysis,” “Executive Compensation Tables” [removed: and] [added: “Potential Payments Upon Termination or Change in Control,”] “Director Compensation” [removed: of the 2017 Proxy Statement.][added: “Corporate Governance - Compensation Committee Interlocks and Insider Participation”]

of the 2018 Proxy Statement.

Additional information required by this item is incorporated by reference to the subheadings “Securities Held by Insiders” and “Principal Securityholders” of the “Ownership of the Company” section of the [removed: 2017] [added: 2018] Proxy Statement.

The information required by this item is incorporated by reference to the subheadings “Corporate Governance - Related Party Transactions,” “Proposal 1 - Election of Directors” and “Corporate Governance - [removed: The] [added: About Our] Board of Directors” of the [removed: 2017] [added: 2018] Proxy Statement.

The information required by this item is incorporated by reference to “Report of the Audit Committee” section of the [removed: 2017] [added: 2018] Proxy Statement.

Statements of Income for the years ended October 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014][added: 2015]

Statements of Comprehensive Income for the years ended October 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014][added: 2015]

Balance Sheets as of October 31, [removed: 2016] [added: 2017] and [removed: 2015][added: 2016]

Statements of Stockholders' Equity for the years ended October 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014][added: 2015]

Statements of Cash Flows for the years ended October 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014][added: 2015]

Three Years Ended October 31, [removed: 2016][added: 2017]

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December 22, [removed: 2016.][added: 2017.]

| /s/ ROBERT S. WEISS | | President, Chief Executive Officer and Director [added: (Principal Executive Officer)] | | December 22, [removed: 2016] [added: 2017] |

| /s/ A. THOMAS BENDER | | Chairman of the Board | | December 22, [removed: 2016] [added: 2017] |

| /s/ ALLAN E. RUBENSTEIN, M.D. | | Vice Chairman of the Board and Lead Director | | December 22, [removed: 2016] [added: 2017] |

| /s/ ALBERT G. WHITE, III | | Executive Vice President, Chief Financial Officer and Chief Strategy Officer | | December 22, [removed: 2016] [added: 2017] |

| [removed: (Tina Maloney)] [added: (Agostino Ricupati)] | | (Principal Accounting Officer) | | |

| /s/ COLLEEN E. JAY | | Director | | December 22, [removed: 2016] [added: 2017] |

| /s/ MICHAEL H. KALKSTEIN | | Director | | December 22, [removed: 2016] [added: 2017] |

| /s/ WILLIAM A. KOZY | | Director | | December 22, [removed: 2016] [added: 2017] |

| /s/ JODY S. LINDELL | | Director | | December 22, [removed: 2016] [added: 2017] |

| /s/ GARY S. PETERSMEYER | | Director | | December 22, [removed: 2016] [added: 2017] |

| /s/ STANLEY ZINBERG, M.D. | | Director | | December 22, [removed: 2016] [added: 2017] |

[added: | Exhibit] Number [added: |] Description of Document [removed: Number System][added: |]

| 3.1 | [removed: \- Second] [added: [Second] Restated Certificate of Incorporation filed with the Delaware Secretary of State, incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated January 13, [removed: 2006] [added: 2006](http://www.sec.gov/Archives/edgar/data/711404/000119312506006352/dex31.htm)] |

| 3.2 | [removed: \- Amended] [added: [Amended] and Restated By-Laws, The Cooper Companies, Inc., dated December 14, 2010, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated December 15, [removed: 2010] [added: 2010](http://www.sec.gov/Archives/edgar/data/711404/000119312510280907/dex31.htm)] |

| [removed: 10.1] [added: 10.1(P)#] | [removed: \-] Severance Agreement entered into as of August 21, 1989, and amended August 15, 2008, by and between Robert S. Weiss and the Company, incorporated by reference to Exhibit 10.28 to Amendment No. 1 to the Company's Annual Report on Form 10‑K for the fiscal year ended October 31, 1992 |

| [removed: 10.2] [added: 10.2#] | [removed: \- The] [added: [The] Cooper Companies, Inc. Change in Control Severance Plan, dated May 21, 2007, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10‑Q for the fiscal quarter ended July 31, [removed: 2007] [added: 2007](http://www.sec.gov/Archives/edgar/data/711404/000119312507197691/dex101.htm)] |

| [removed: 10.3] [added: 10.3#] | [removed: \- Change] [added: [Change] in Control Agreement entered into as of January 3, 2007, and amended September 9, 2008, by and between Albert G. White III and the Company, incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, [removed: 2013] [added: 2013](http://www.sec.gov/Archives/edgar/data/711404/000071140413000012/coo-ex102_20131031x10k.htm)] |

| [removed: 10.4] [added: 10.4#] | [removed: \- Change] [added: [Change] in Control Agreement dated as of June 8, 2007, by and between The Cooper Companies, Inc. and Daniel G. McBride, Esq., incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, [removed: 2014] [added: 2014](http://www.sec.gov/Archives/edgar/data/711404/000071140414000017/coo-ex104_20141031x10k.htm)] |

| [removed: 10.5] [added: 10.5#] | [removed: \- Change] [added: [Change] in Control Agreement dated as of June 8, 2007, by and between The Cooper Companies, Inc. and Carol R. Kaufman, incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, [removed: 2009] [added: 2008](http://www.sec.gov/Archives/edgar/data/711404/000119312508257120/dex102.htm)] |

| [removed: 10.7] [added: 10.6#] | [removed: \- The] [added: [The] Second Amended and Restated 2006 Long Term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to the Company's Proxy Statement filed February [removed: 2, 2011] [added: 1, 2011](http://www.sec.gov/Archives/edgar/data/711404/000119312511020006/ddef14a.htm)] |

| [removed: 10.8] [added: 10.7#] | [removed: \- Amendment] [added: [Amendment] No. 1 to the Second Amended and Restated 2006 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, [removed: 2011] [added: 2011](http://www.sec.gov/Archives/edgar/data/711404/000119312511343993/d238160dex1021.htm)] |

| [removed: 10.9] [added: 10.8#] | [removed: \- Amendment] [added: [Amendment] No. 2 to the Second Amended and Restated 2006 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, [removed: 2012] [added: 2012](http://www.sec.gov/Archives/edgar/data/711404/000071140412000011/coo-ex1022_20121031x10k.htm)] |

| [removed: 10.10 -] [added: 10.9#] | [removed: Amendment] [added: [Amendment] No. 3 to the Second Amended and Restated 2006 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, [removed: 2013] [added: 2013](http://www.sec.gov/Archives/edgar/data/711404/000071140413000012/coo-ex1023_20131031x10k.htm)] |

| [removed: 10.11 -] [added: 10.10#] | [removed: Amendment] [added: [Amendment] No. 4 to the Second Amended and Restated 2006 Long-term Incentive Plan for Non-Employee Directors of The Cooper Companies, [removed: Inc.] [added: Inc., incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2016 ](http://www.sec.gov/Archives/edgar/data/711404/000071140416000042/coo-ex1011_20161031x10k.htm)] |

| [removed: 10.12] [added: 10.11#] | [removed: \- Form] [added: [Form] of Non-Qualified Stock Option Agreement Pursuant to The Cooper Companies, Inc. 2006 Long Term Incentive Plan for Non-Employee Directors, incorporated by reference to Exhibit 10.25 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, [removed: 2007] [added: 2007](http://www.sec.gov/Archives/edgar/data/711404/000119312507270797/dex1025.htm)] |

| [removed: 10.13] [added: 10.14#] | [removed: \- Form] [added: [Form] of [removed: Restricted] [added: Non-Qualified] Stock [added: Option] Agreement Pursuant to [added: the 2007 Long-Term Incentive Plan of] The Cooper Companies, [removed: Inc. 2006 Long Term Incentive Plan for Non-Employee Directors,] [added: Inc.,] incorporated by reference to Exhibit [removed: 10.26] [added: 10.32] of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, [removed: 2007] [added: 2007](http://www.sec.gov/Archives/edgar/data/711404/000119312507270797/dex1032.htm)] |

| [removed: 10.14 -] [added: 10.12#] | [removed: Form] [added: [Form] of Restricted Stock Unit Agreement Pursuant to The Cooper Companies, Inc. [added: Second Amended and Restated] 2006 Long Term Incentive Plan for Non-Employee [removed: Directors] [added: Directors, incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2016](http://www.sec.gov/Archives/edgar/data/711404/000071140416000042/coo-ex1014_20161031x10k.htm)] |