Cooper Companies (COO) 10-K risk factor changes: FY2020 vs FY2019

Our largest competitors in the contact lens business, Johnson & Johnson Vision Care, [added: Inc., Alcon] Inc. and [removed: Alcon] [added: Bausch Health Companies] Inc. 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 [removed: care] market, competitive factors include technological and scientific advances, product quality, access to local markets based on regulatory clearances, price and effective communication of product information to physicians, hospitals, patients and IVF clinics.

CooperSurgical competes with a number of manufacturers in each of its niche areas, some of which have substantially [added: greater financial and personnel resources and sell a much broader range of products, which may give them an advantage in marketing competitive products.]

| • | application of and compliance with new and unfamiliar regulatory frameworks such as pharmaceutical regulation applicable to our PARAGARD [removed: IUS;] [added: IUD;] |

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

[removed: Over the past few years,] CooperSurgical [added: also] has invested in expanding the internal research and development function with the goal of [added: organic growth and to complement our acquisitions strategy.]

| • | the earlier release of competitive products, such as new silicone hydrogel products, into the market by our competitors; and [added: the emergence of newer and more competitive products.] |

We have significant manufacturing and distribution sites in North America, Latin America [added: and Europe.]

Over half of our net sales for the fiscal years ended October 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] were derived from the sale of products outside the United States.

| • | we may find it difficult to comply with a variety of United States and foreign legal, compliance and regulatory requirements such as the Foreign Corrupt Practices Act, the Dodd-Frank [added: Wall Street Reform and Consumer Protection] Act, the [removed: U.K.] [added: United Kingdom] Bribery [removed: Act and] [added: Act,] international data security and privacy [removed: laws and] [added: laws,] MDR and IVDR; |

[added: Concerns about the Euro zone’s] sovereign debt in recent years have caused uncertainty and disruption in the financial markets globally.

Global markets continued to face threats and uncertainty during fiscal [removed: 2019.][added: 2020.]

The results of the United Kingdom’s [removed: referendum on] withdrawal from the [removed: European Union] [added: EU] may have a negative effect on global economic conditions, financial markets and our business.

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

In June 2016, a majority of voters in the [removed: United Kingdom] [added: UK] elected to withdraw from the European Union in a national [removed: referendum.][added: referendum (Brexit).]

In March 2017, the government of the [removed: United Kingdom] [added: UK] formally gave notice of its intent to withdraw from the [removed: European Union.][added: EU.]

In order to maintain a desired mix of fixed-rate and variable-rate debt, [added: from time to time] we may use interest rate swap agreements [removed: and exchange fixed and variable-rate interest payment obligations over the life] [added: to fix a portion] of [added: our variable-rate debt as further described in] the [removed: arrangements, without exchange] [added: Note 14] of [removed: the underlying principal amounts.][added: Consolidated Financial Statements.]

The [removed: United Kingdom’s] [added: UK’s] Financial Conduct Authority, which regulates the London Interbank Offered Rate (LIBOR), announced in July 2017 that it will no longer persuade or require banks to submit rates for LIBOR after 2021.

Exchange rate fluctuations and [removed: our] foreign currency hedges could adversely affect our financial results.

To the extent we are unable to materially offset [removed: non-nonfunctional] [added: non-functional] currency flows, exchange rate fluctuations could have a positive or negative impact on our financial condition and results of operations.

[removed: Although from time to time] [added: Currently] we [added: do not] enter into foreign exchange agreements with financial institutions to reduce our net exposure to fluctuations in foreign currency values relative to our non-functional currency obligations or balances, [added: and although we may enter into] these [removed: hedging transactions do] [added: types of agreement in the future, they would] not eliminate that risk entirely.

[removed: Any prolonged disruption in the operations of our existing manufacturing or distribution facilities, whether due to technical or labor difficulties, integration difficulties, destruction of or damage to any facility (as a result of natural disaster, use and storage of hazardous] materials or other events), enforcement action by the FDA or other regulatory body if we are found to be in non-compliance with current Good Manufacturing Practices (cGMP) or other reasons, could have a material adverse effect on our business, financial condition and results of operations.

Conversely, constrained, excess or idle capacity, which could result from acquisitions, unexpected demand, inaccurate sales forecasting or unexpected manufacturing efficiencies, could significantly impact our profitability, capital investments, customer service levels and [removed: near term] [added: near-term] financial condition.

CooperVision manufactures molded contact lenses, which represent the majority of our contact lens revenues, primarily at our facilities in [removed: the United Kingdom, Puerto Rico, Hungary,] Costa Rica, [removed: Belgium] [added: Hungary, Puerto Rico, the United Kingdom] and the United [removed: States] [added: States,] with other smaller locations also existing in multiple locations around the world.

CooperSurgical manufactures the majority of its products in [removed: the United States,] Costa Rica, the [removed: Netherlands] [added: United Kingdom] and the United [removed: Kingdom] [added: States,] with other smaller locations also existing in multiple locations around the world.

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

[added: Failure to comply with QSR requirements and other applicable domestic or international regulatory requirements or to respond to] any adverse inspectional observations or product safety issues could result in disruption of our operations and manufacturing delays in addition to, among other things, warning letters, significant fines, injunctions, suspension of approvals, seizures, recalls or import holds of products, operating restrictions and criminal prosecutions.

For example, among other situations, some of the primary material used to make our silicone hydrogel contact lens products, including MyDay, Biofinity, Avaira and clariti, are supplied by [removed: a] [added: few] sole [removed: supplier,] [added: suppliers,] and the failure of a key or sole supplier to timely supply sufficient items and materials necessary for the manufacture of our silicone hydrogel contact lenses could in turn disrupt our supply of those lenses to the market, which would have a material adverse effect on our business, financial condition and results of operations.

The patents we own could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to [added: provide us with any meaningful protection or commercial advantage.]

The laws of foreign countries in which we do business or contemplate doing business in the future may not recognize intellectual property rights or protect them to the same extent as do the laws of the United [removed: States.]

We handle some risk with third-party carrier [removed: policies that are subject to deductibles and limitations.]

These regulations include, for example, regulations enacted in the European Union such as the Registration, Evaluation, Authorization and Restriction of Chemical Substances, [removed: or REACH,] which requires the registration of and regulates use of certain chemicals, the Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Directive, [removed: or RoHS,] which regulates the use of certain hazardous substances in certain products our CooperSurgical division manufactures.

We are also subject to the examination of our [removed: income] tax [removed: returns] [added: filings] by [removed: other] [added: domestic and foreign] tax authorities and the outcome of these examinations could have an adverse effect on our operating results and financial condition.

One example is in the area of “base erosion and profit shifting,” where profits are claimed to be earned for tax purposes in low-tax jurisdictions, or payments are made [removed: between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates.]

We may also be subject to additional tax liabilities and penalties due to changes in non-income based taxes resulting from changes in federal, state or international tax laws, changes in taxing jurisdictions’ administrative interpretations, decisions, policies, and positions, results of tax examinations, settlements [added: or judicial decisions, changes in accounting principles, changes to the business operations, including acquisitions, as well as the evaluation of new information that results in a change to a tax position taken in a prior period.]

Volatility in the securities markets, interest rates, and other factors could substantially increase our defined benefit [removed: pension] [added: plan] costs.

We sponsor a defined benefit [removed: pension] plan for [added: certain] employees in the United States.

This defined benefit [removed: pension] plan is funded with trust assets invested in a diversified portfolio of securities and other investments.

Changes in interest rates, mortality rates, early retirement rates, investment returns, discount rates and the market value of plan assets can affect the funded status of our defined benefit [removed: pension] plan and cause volatility in the net periodic benefit cost and future funding requirements of the plan.

Cybersecurity threats continue to increase in frequency and sophistication; a successful cybersecurity attack could interrupt or disrupt our information technology [removed: systems] [added: systems,] or [added: those of our third party service providers, or] cause the loss of confidential or protected data which could disrupt our business, force us to incur excessive costs or cause reputational harm.

Our results of operations have been adversely affected, and our results of operations, cash flow and financial condition could be materially adversely affected in the future, by the global COVID-19 pandemic and related economic disruptions.

The current global pandemic caused by the spread of the novel strain of coronavirus referred to as “COVID-19” has negatively impacted business and healthcare activity globally and has created significant volatility, uncertainty and economic disruption within the markets in which we operate.

The pandemic has adversely affected and is likely to further adversely affect nearly all aspects of our business and markets, including our sales, operations, cash flow and workforce and the operations of our customers, suppliers, vendors and business partners.

Among other things, many optical practitioners and retailers, hospitals, medical offices and fertility clinics closed their facilities, restricted access, or delayed or canceled patient visits, exams and elective medical procedures in response to the pandemic, and many customers that have reopened are experiencing reduced patient visits, which has resulted in reduced demand for and sales of our products and services.

If the COVID-19 pandemic continues and conditions worsen, our results of operations, cash flow and financial condition could be materially adversely affected in numerous ways, including, but not limited to, decreased net sales from sales of our products and services due to customer facility closures, restricted access and reduced patient visits, exams and elective medical procedures; disruption in the manufacture and distribution of our products, including increased manufacturing and distribution costs, reduced manufacturing capacity and inadequate inventory levels; increased risk of inventory that may expire; write-offs or obsolescence of inventory, equipment or other assets; disruptions to our raw material and product suppliers and broader supply chain and distribution systems; delays in our clinical trials which could negatively impact our new product pipeline milestones and regulatory clearances and approvals; extended delays in or defaults on payments of outstanding receivables; insolvency of customers, suppliers, vendors and business partners; an inability to access lending, capital markets and other sources of liquidity when needed on reasonable terms or at all; an inability to comply with financial covenants in our debt agreements; and future restructuring, impairment and other charges.

The extent to which the COVID-19 pandemic and related economic disruptions impact our business, results of operations, cash flow and financial condition will depend on future developments, which are highly uncertain, difficult to predict and largely outside of our control, including, but not limited to, the continued spread, duration and severity of the pandemic outbreak; the occurrence, spread, duration and severity of any subsequent wave or waves of outbreaks; the impact on our customers and suppliers; the actions taken by the U.S. and foreign governments to contain the pandemic, address its impact or respond to the reduction in global and local economic activity; the occurrence, duration and severity of a global, regional or national recession, depression or other sustained adverse market event; and how quickly and to what extent normal economic and operating conditions can resume.

Even after the COVID-19 pandemic has subsided, we may continue to experience materially adverse effects on our results of operations and financial condition.

| • | we may find it difficult to manage the effects of the ongoing COVID-19 pandemic on our ability to operate internationally and for our employees to travel internationally; |

| • | natural disasters, pandemics such as COVID-19, war, terrorism, labor disruptions and international conflicts may cause significant economic disruption and political and social instability, resulting in decreased demand for our products, adversely affecting our manufacturing and distribution capabilities, or causing interruptions in our supply chain; |

On January 31, 2020, the UK ceased to be a member state of the EU.

EU law applicable to the UK continues to apply to and in the UK for the duration of a transition period which is presently scheduled to expire on December 31, 2020 (the Transition Period).

During the Transition Period, the EU and the UK will negotiate the terms of their future relationship.

There is no assurance that such negotiations will be successful and it is uncertain what, if any, laws similar to those of the EU will continue to apply in and to the UK following the expiration of the Transition Period.

Since a significant proportion of the UK’s regulatory framework is derived from EU directives and regulations, EU law ceasing to apply in and to the UK following the expiration of the Transition Period could materially impact the regulatory regime with respect to the movement and approval of our products to and from the UK and EU.

We could face new regulatory costs and challenges, a negative impact on the movement of goods and materials in our supply chain, and increased tariffs and duties that could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Until expiration of the Transition Period and the future relationship between the EU and the UK is established, it is difficult to anticipate Brexit’s potential impact.

CooperVision acquired a privately-held U.S contact lens manufacturer focusing on ortho-k lenses in fiscal 2020 and a privately-held scleral lens company in fiscal 2019.

CooperSurgical acquired a privately-held distributor of IVF medical devices and systems in fiscal 2020 and a privately-held U.S. medical device company in fiscal 2019.

| • | risks of the acquired company’s noncompliance with applicable laws or regulations; |

Any prolonged disruption in the operations of our existing manufacturing or distribution facilities, whether due to the effects of the COVID-19 pandemic and related work stoppages, technical or labor difficulties, integration difficulties, destruction of or damage to any facility (as a result of natural disaster, use and storage of hazardous

Security breaches, computer malware and computer hacking attacks have become more prevalent across industries and may occur on our systems or those of our third-party service providers or partners.

As a result of the COVID-19 pandemic, we may face increased cybersecurity risks due to our reliance on internet technology and the number of our employees who are working remotely, which may create additional opportunities for cybercriminals to exploit vulnerabilities.

In addition to unauthorized access to or acquisition of personal data, confidential information, intellectual property or other sensitive information, such attacks could include the deployment of harmful malware and ransomware, and may use a variety of methods, including denial-of-service attacks, social engineering and other means, to attain such unauthorized access or acquisition or otherwise affect service reliability and threaten the confidentiality, integrity and availability of information.

Like many other companies, we experience attempted cybersecurity actions

on a frequent basis, and the frequency of such attempts could increase in the future.

The techniques used by cyber criminals change frequently, may not be recognized until launched and can originate from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates, terrorist organizations or hostile foreign governments or agencies.

We cannot assure you that our data protection efforts and our investment in information technology will prevent significant breakdowns, data leakages or breaches in our systems or those of our third-party services providers or partners.

States.

policies that are subject to deductibles and limitations.

For example, HIPAA establishes national privacy and security standards for protection of PHI by covered entities, such as our genetics testing subsidiaries, and the

Even when HIPAA does not apply, according to the FTC, violating consumers’ privacy rights or failing to take appropriate steps to keep consumers’ personal information secure may constitute unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act.

The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities.

Further, California enacted the CCPA, on June 28, 2018, which went into effect on January 1, 2020.

The CCPA gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.

The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation.

Although there are limited exemptions for health-related information, including clinical trial data, the CCPA may increase our compliance costs and potential liability.

Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the United States, which could increase our potential liability and adversely affect our business.

Similar laws have been proposed in other states and at the federal level, and if passed, such laws may have potentially conflicting requirements that would make compliance challenging.

In addition, member states of the EEA may impose further obligations relating to the processing of genetic, biometric or health data, which could further add to our compliance costs and limit how we process this information.

In addition, the GDPR increases the

greater financial and personnel resources and sell a much broader range of products, which may give them an advantage in marketing competitive products.

CooperVision acquired Blanchard Contact Lenses in fiscal 2019; Paragon Vision Sciences and Blueyes in fiscal 2018.

CooperSurgical acquired Incisive Surgical Inc. in fiscal 2019; PARAGARD and LifeGlobal in fiscal 2018.

organic growth and to complement our acquisitions strategy.

| • | the emergence of newer and more competitive products. |

and Europe.

Concerns about the Euro zone’s

Serving this notice began a two-year period for the United Kingdom to negotiate terms for its withdrawal from the European Union.

The European Union and the United Kingdom have agreed to delay the United Kingdom’s withdrawal from the European Union multiple times.

Currently, January 31, 2020 is the deadline to reach an agreement regarding the terms of the United Kingdom’s withdrawal from the European Union and their relationship following such a withdrawal.

If an agreement is not reached, or the deadline not postponed, prior to January 31, 2020, the United Kingdom may withdraw from the European Union without an agreement in place.

There is significant uncertainty regarding the terms of any agreement between the United Kingdom and the European Union and the potential for a “no-deal” withdrawal.

These developments have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets.

Given the lack of comparable precedent, it is unclear what implications the withdrawal of the United Kingdom from the European Union will have and how such withdrawal could affect, or whether it could have a material adverse effect on, our business, financial condition and operating results.

Failure to comply with QSR requirements and other applicable domestic or international regulatory requirements or to respond to

provide us with any meaningful protection or commercial advantage.

We recently faced an inquiry by the United Kingdom tax authorities regarding the application of the United Kingdom Diverted Profits Tax (DPT) related to the transfer out of the United Kingdom of certain intellectual property rights in connection with the 2014 acquisition of Sauflon Pharmaceutical Ltd., which we resolved in the second quarter of fiscal 2019.

The U.S. enacted the Tax Cuts and Jobs Act (the 2017 Act) on December 22, 2017, as a result of which we recognized in fiscal 2018 a provisional amount of $214.6 million as reasonable estimate of the impact of the provisions of the 2017 Act.

As of October 31, 2019, we have completed our accounting for the tax effects of the enactment of the 2017 Act and did not recognize any material adjustments to the provisional tax expense previously recorded; however, certain provisions of the 2017 Act and the regulations issued thereunder could have a significant impact on our future results of operations.

or judicial decisions, changes in accounting principles, changes to the business operations, including acquisitions, as well as the evaluation of new information that results in a change to a tax position taken in a prior period.

reputational harm to us.

in its intended use, design or manufacture.

However, our tests may in the future become subject to more onerous regulation by the FDA.

to develop and introduce new products in the future, which could reduce our revenue or increase our costs and adversely affect our business, prospects, results of operations or financial condition.

| • | Reporting and disclosure requirements on medical device 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; |

| • | Absent new legislation, a 2.3% excise tax, currently suspended, will be reinstated as of January 1, 2020, 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; |

The Budget Control Act of 2011, among other things, created the Joint Select Committee on Deficit Reduction to recommend proposals in spending reductions to Congress.

The Joint Select Committee did not achieve its targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, triggering the legislation’s automatic reductions to several government programs.

These reductions

For example, the EU Data Protection Directive, as implemented into national laws by the EU member states, imposes strict obligations and restrictions on the processing of personal data.

The new EU-wide General Data Protection Regulation (GDPR) became applicable on May 25, 2018, replacing the current data protection laws of each EU member state.

The GDPR implemented more stringent operational requirements for processors and controllers of personal data, including, for example,

Massachusetts issued regulations governing the conduct of pharmaceutical and medical device manufacturers with respect to health care practitioners that sets forth what medical device manufacturers may and may not permissibly do with respect to providing meals, sponsoring continuing medical education and otherwise providing payments or items of economic benefit to health care practitioners located within the state.

Additionally, the regulation requires medical device manufacturers to have in place robust fraud and abuse compliance programs.

Other states (e.g., California, Vermont and Nevada) have adopted similar laws.

These laws and regulations act to limit our marketing practices, require the dedication of resources to ensure compliance, and expose us to additional liabilities.

In addition, the ACA, among other things, amended the intent requirement of the federal Anti-Kickback Statute and certain criminal health care fraud statutes so that a person or entity no longer needs to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.

The ACA also provides that the government may assert that a claim including items or services resulting from a violation of these statutes constitutes a false or fraudulent claim for purposes of the civil False Claims Act or the civil monetary penalties statute.

discounts on our products, increased infrastructure costs and potentially limit our ability to offer certain marketplace discounts.

In this section, we discuss the results of our operations for fiscal [removed: 2019] [added: 2020] compared with fiscal [removed: 2018.][added: 2019.]

We discuss our cash flows and current financial condition under “Capital Resources and Liquidity.” For a discussion related to fiscal [removed: 2018] [added: 2019] compared with fiscal [removed: 2017,] [added: 2018,] please refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the Year Ended October 31, [removed: 2018,] [added: 2019,] which was filed with the United States Securities and Exchange Commission (SEC) on December [removed: 21, 2018,] [added: 20, 2019,] and is available on the SEC's website at www.sec.gov and our Investor Relations website at investor.coopercos.com.

[removed: However,] [added: Additionally, other] events affecting the economy as a whole, including but not limited to the uncertainty and instability of global markets driven by foreign currency volatility, changes in tax legislation, debt concerns, the uncertainty [removed: caused by] [added: during and after] the [added: transition period following the] United Kingdom's [removed: planned] withdrawal from the [removed: European Union,] [added: EU, changes to existing regulations and new regulations,] global trade barriers including additional tariffs and the trend of consolidations within the health care [removed: industry,] [added: industry could] impact our current performance and continue to represent a risk to our future performance.

*CooperVision* - We compete in the worldwide contact lens market with our spherical, [added: toric, multifocal,] toric [removed: and] multifocal [added: and myopia management] contact lenses offered in a variety of materials including using silicone hydrogel Aquaform® [removed: technology and] [added: technology,] PC [removed: Technology™.][added: Technology™ and ActivControl™ technology.]

[removed: We believe that there will be lower contact lens wearer dropout rates as technology improves and enhances the] wearing experience through a combination of improved designs and materials and the growth of preferred modalities such as single-use and monthly wearing options.

[removed: Recent acquisitions] [added: CooperVision] also [removed: expanded CooperVision's access to] [added: competes in the] myopia management and specialty eye care markets with [removed: new products,] [added: products] such as ortho-k and scleral lenses.

In November 2019, CooperVision received United States Food [removed: &] [added: and] Drug Administration (FDA) approval for its MiSight® 1 day lens, which is the first and only FDA-approved product indicated to slow the progression of myopia in children with treatment initiated between the ages of 8-12 and [removed: is expected to be] [added: became] available in the United States [removed: in] [added: during fiscal] 2020.

[removed: Blanchard Contact Lenses on] [added: On] December 28, [removed: 2018 -] [added: 2018, CooperVision completed the acquisition of] a privately-held scleral lens company, which expands CooperVision's specialty and scleral lens portfolio.

Our single-use silicone hydrogel product franchises, clariti® and MyDay®, remain a focus as we expect increasing demand for these [removed: products,] [added: products] as well as future single-use products as the global contact lens market continues to shift to this modality.

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

[removed: Incisive Surgical Inc. on] [added: On] December 31, [removed: 2018 -] [added: 2018, CooperSurgical acquired] a privately-held U.S. medical device company that develops mechanical surgical solutions for skin closure.

*Capital Resources -* At October 31, [removed: 2019,] [added: 2020,] we had [removed: $89.0] [added: $115.9] million in unrestricted cash, primarily held outside the United States, and [removed: $734.8] [added: $754.6] million available under our [removed: 2016] [added: 2020] Revolving Credit [removed: Facility (as defined below).][added: Facility.]

Debt outstanding at October 31, [removed: 2019] [added: 2020 primarily] consisted of:

See Note [removed: 4.][added: 9.]

[removed: The United Kingdom’s Financial Conduct Authority, which regulates the London Interbank Offered] Rate (LIBOR), announced in July 2017 that it will no longer persuade or require banks to submit rates for LIBOR after 2021.

[removed: 2019] [added: 2020] Compared with [removed: 2018][added: 2019]

[removed: ][added: ]

Highlights: [removed: 2019] [added: 2020] vs. [removed: 2018][added: 2019]

| • | Operating income [removed: increased 36%] [added: decreased 43%] to [removed: $546.7] [added: $311.8] million from [removed: $403.1] [added: $546.7] million |

| • | Interest expense decreased to [removed: $68.0] [added: $36.8] million from [removed: $82.7] [added: $68.0] million due to lower average debt [removed: balances, partially offset by higher] [added: balances and lower] interest rates |

| • | Diluted earnings per share [removed: increased 232%] [added: decreased 48%] to [removed: $9.33] [added: $4.81] from [removed: $2.81] [added: $9.33] |

| • | Operating cash flow [removed: increased 7%] [added: decreased 32%] to [removed: $713.2] [added: $486.6] million from [removed: $668.9] [added: $713.2] million. |

| Years Ended October 31, | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | [removed: 2019] [added: 2020] vs. [removed: 2018] [added: 2019] % Change in Absolute Values | |

| Net sales | 100 | % | | 100 | % | [removed: 5] [added: (8] | [removed: %] [added: )%] |

| Cost of sales | [removed: 34] [added: 37] | % | | [removed: 36] [added: 34] | % | — | % |

| Gross profit | [removed: 66] [added: 63] | % | | [removed: 64] [added: 66] | % | [removed: 8] [added: (13] | [removed: %] [added: )%] |

| Selling, general and administrative expense | [removed: 38] [added: 41] | % | | 38 | % | [removed: 2] [added: —] | % |

| Research and development expense | [removed: 3] [added: 4] | % | | 3 | % | [removed: 2] [added: 8] | % |

| Amortization of intangibles | [removed: 5] [added: 6] | % | | [removed: 6] [added: 5] | % | [removed: (1] [added: (6] | )% |

| Gain on sale of an intangible | [removed: 1] [added: —] | % | | [removed: —] [added: 1] | % | — | % |

| Operating income | [removed: 21] [added: 13] | % | | [removed: 16] [added: 21] | % | [removed: 36] [added: (43] | [removed: %] [added: )%] |

| ($ in millions) | [removed: 2019] | [removed: | | | 2018] [added: 2020] | | | | [removed: Increase] [added: 2019] | | | | [removed: 2019] [added: 2020] vs [removed: 2018] [added: 2019] % Change | |

[removed: ][added: ]

| ($ in millions) | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2019] [added: 2020] vs. [removed: 2018] [added: 2019] % Change | |

| Toric | $ | [removed: 620.0] [added: 598.2] | | | $ | [removed: 591.4] [added: 620.0] | | | [removed: 5] [added: (4] | [removed: %] [added: )%] |

| Multifocal | [removed: 202.9] [added: 197.0] | | | | [removed: 196.6] [added: 202.9] | | | | [removed: 3] [added: (3] | [removed: %] [added: )%] |

| Single-use spheres | [removed: 568.2] [added: 529.0] | | | | [removed: 520.1] [added: 568.2] | | | | [removed: 9] [added: (7] | [removed: %] [added: )%] |

| Non single-use sphere, other | [removed: 581.8] [added: 518.8] | | | | [removed: 573.9] [added: 581.8] | | | | [removed: 1] [added: (11] | [removed: %] [added: )%] |

In the fiscal year ended October 31, [removed: 2019:][added: 2020:]

| • | "Other" products primarily include lens care which represented approximately 2% of net sales in fiscal [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] |

Non-GAAP Financial Measures

The succeeding sections of Management’s Discussion and Analysis (MD&A) may include certain financial measures that are not defined by accounting principles generally accepted in the United States of America (GAAP).

These measures, which are referred to as non-GAAP measures, are listed below:

| • | *Free Cash Flow* \- Free cash flow is calculated as net cash provided by operating activities less capital expenditures. |

| • | *Constant currency* \- Constant currency is defined as excluding the effect of foreign currency fluctuations. |

For a discussion of these measures and the reasons management believes they are useful to investors, refer to “Summary of Non-GAAP Financial Measures” below.

To the extent applicable, this MD&A includes reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP.

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

COVID-19 Considerations

The World Health Organization categorized the Coronavirus disease 2019 (COVID-19) as a pandemic.

The COVID-19 pandemic has caused a severe global health crisis, along with economic and societal disruptions and uncertainties, which have negatively impacted business and healthcare activity globally.

As a result of healthcare systems responding to the demands of managing the pandemic, governments around the world imposing measures designed to reduce the transmission of the COVID-19 virus, and individuals responding to the concerns of contracting the COVID-19 virus, many optical practitioners and retailers, hospitals, medical offices and fertility clinics closed their facilities, restricted access, or delayed or canceled patient visits, exams and elective medical procedures, and many customers that have reopened are experiencing reduced patient visits.

This has had, and we believe will continue to have, an adverse effect on our sales, operating results and cash flows.

We have taken an active role in addressing the ongoing pandemic’s impact on our employees, suppliers, distribution channels, operations and customers, including taking precautionary measures, such as implementing contingency plans, and making operational adjustments as necessary.

We have taken measures to help ensure the safety of our personnel in all our facilities, and we have endeavored and continue to follow recommended actions of government and health authorities to protect our employees worldwide.

As of the date of this filing, we have not experienced any significant disruption at our manufacturing facilities.

We have had no significant disruption in our access to necessary raw materials and other supplies or with our distribution network; however, we have experienced higher unabsorbed fixed overhead costs, labor inefficiencies, higher cost of production and higher freight charges as a result of the COVID-19 pandemic.

As a result, we instituted an inventory control project to reduce buildup of excess inventory.

Our manufacturing and distribution operations have responded to the impacts related to the COVID-19 pandemic, and we have been able to continue to supply our products around the world without interruption.

In the future, we may decide or need to implement additional precautionary measures or operational adjustments as we deem prudent to meet consumer demand or to help further ensure employee safety.

We believe that the actions we are taking have enabled us to keep our employees safe and our supply chain intact and will help us emerge from this global pandemic operationally sound and well positioned for long-term growth.

The extent to which the global COVID-19 pandemic and related economic disruptions impact our business, results of operations, cash flow and financial condition will depend on future developments.

At this time, future developments are highly uncertain, difficult to predict and largely outside of our control.

These include, but are not limited to, the spread, duration and severity of the pandemic outbreak and any subsequent waves of additional outbreaks, actions taken by governments to contain the pandemic, address its impact or respond to the reduction in global and local economic activity, and how quickly and to what extent normal economic and operating conditions can resume.

We will continue to closely monitor the developments relating to the COVID-19 pandemic and the responses from governments and private sector participants and their respective impact on our Company and on our customers, suppliers, vendors and business partners.

For more information on the risks associated with the COVID-19 pandemic, refer to Part I, Item 1A, "Risk Factors" herein.

However, the impact, risks and uncertainty relating to the global COVID-19 pandemic and related economic disruptions, as further described in the “COVID-19 Considerations” section above and in the “Risk Factors” section in Part I, Item 1A of this filing, have adversely affected our sales, cash flow and current performance and are likely to further adversely affect our future sales, cash flow and performance.

We believe that there will be lower contact lens wearer dropout rates as technology improves and enhances the

On August 7, 2020, CooperVision completed the acquisition of a privately-held U.S contact lens manufacturer focusing on ortho-k lenses.

This acquisition expands CooperVision’s specialty eye care portfolio and its leadership in addressing the increasing severity and prevalence of myopia.

CooperSurgical acquired a privately-held distributor of IVF medical devices and systems on December 13, 2019.

| • | $850.0 million term loan entered into on April 1, 2020 |

| • | $534.0 million drawn under our 2020 Revolving Credit Facility entered into on April 1, 2020 |

| • | $350.0 million term loan entered into on October 16, 2020 |

The United Kingdom’s Financial Conduct Authority, which regulates the London Interbank Offered

Further, in March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04, *Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting*.

This guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The Company has material contracts that are indexed to LIBOR and is continuing to monitor this activity and evaluate the related risk.

| • | Gross margin decreased to 63% of net sales compared with 66% in fiscal 2019, primarily due to the negative impact of the COVID-19 pandemic on net sales and cost of sales |

| | $ | 1,843.0 | | | $ | 1,972.9 | | | (7 | )% |

CooperVision acquired the following entity during fiscal 2019:

CooperVision acquired the following entities during fiscal 2018:

Blueyes on January 4, 2018 - a long-standing distribution partner, which had a leading position in the distribution of contact lenses to the optical and pharmacy sector in Israel

| • | Paragon Vision Sciences on December 1, 2017 - a leading provider of ortho-k specialty contact lenses and oxygen permeable rigid contact lens materials. |

CooperSurgical acquired the following entity during fiscal 2019:

CooperSurgical acquired the following entities and assets during fiscal 2018:

LifeGlobal Group on April 3, 2018 - a privately held company that specializes primarily in IVF media.

LifeGlobal’s product categories include media products, IVF laboratory air filtration products and dishware

| • | PARAGARD on November 1, 2017 - CooperSurgical acquired the assets of the PARAGARD IUS business from Teva for $1.1 billion. PARAGARD broadened and strengthened CooperSurgical's women's health product portfolio and it is the only non-hormonal, long lasting, reversible contraceptive option approved by the FDA and available in the United States. IUS represent a large and growing segment of the Long Acting Reversible Contraceptive market. |

We intend to continue investing in CooperSurgical's business with the goal of expanding our integrated solutions model within the areas of women's health, fertility, diagnostics and contraception.

| • | $1.0 billion outstanding on a $1.425 billion syndicated Term Loan Agreement (the 2017 Term Loan Agreement) used to fund the acquisition of PARAGARD, which matures on November 1, 2022 |

| • | A $500.0 million 364-day senior unsecured term loan agreement (the 2019 Term Loan Agreement), which matures on September 25, 2020 |

| • | $264.0 million outstanding on a $1.0 billion multi-currency revolving credit facility (the 2016 Revolving Credit Facility), which matures on March 1, 2021. |

We have undertaken an assessment of contracts that will be impacted by the transition away from LIBOR.

To date, we have identified that substantially all of our term loan and credit facility agreements include an adjusted LIBOR option.

| • | Gross margin increased to 66% of net sales compared with 64% in fiscal 2018 |

| Impairment of intangibles | — | % | | 1 | % | — | % |

Net Sales Growth by Business Unit

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

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

| CooperVision | $ | 1,972.9 | | | $ | 1,882.0 | | | $ | 90.9 | | | 5 | % |

| CooperSurgical | 680.5 | | | | 650.8 | | | | 29.7 | | | | 5 | % |

| Net sales | $ | 2,653.4 | | | $ | 2,532.8 | | | $ | 120.6 | | | 5 | % |

| | $ | 1,972.9 | | | $ | 1,882.0 | | | 5 | % |

| • | Sales growth in fiscal 2019 was largely organic |

| • | Toric lenses grew primarily through the success of Biofinity, clariti and MyDay |

| • | Multifocal lenses increased in fiscal 2019, compared to fiscal 2018 due to higher Biofinity and clariti sales, partially offset by a decrease in sales of older hydrogel products |

| • | Single-use sphere lenses growth was primarily attributed to clariti and MyDay lenses |

| • | Non-single-use spheres increased in fiscal 2019, compared to fiscal 2018 due to higher Biofinity sales |

| • | Foreign exchange rates negatively impacted sales by approximately $53.6 million in fiscal 2019 and positively impacted sales by $43.9 million in fiscal 2018, primarily attributable to fluctuations in the Euro and British Pound |

CooperVision's regional growth in Americas, EMEA and Asia Pacific was primarily attributable to market gains of silicone hydrogel contact lenses.

| | | $ | 680.5 | | | $ | 650.8 | | | 5 | % |

| • | Office and surgical products increased compared to prior year due to continued growth in PARAGARD and surgical products, primarily Uterine Manipulators, Surgical Retractors and recently acquired products of Incisive Surgical, partially offset by a decrease in revenue from sales of the Filshie Clip system. On February 1, 2019, the Company agreed to the early termination of an exclusive distribution agreement which had given CooperSurgical the rights to distribute the Filshie Clip System in the United States |

| • | Fertility net sales increased in fiscal 2019 compared to fiscal 2018, primarily due to increased sales of IVF consumables, IVF equipment and LifeGlobal products, partially offset by a decrease in diagnostics revenue and exit of the carrier screening and non-invasive prenatal testing (NIPT) product lines on June 1, 2018 |

| • | Unit growth and product mix positively impacted sales growth. |

| | 2019 | | | 2018 | |

| CooperVision | 65 | % | | 66 | % |

| CooperSurgical | 69 | % | | 61 | % |

| Consolidated | 66 | % | | 64 | % |

| • | the unfavorable impact to revenue from exchange rate fluctuations, primarily attributable to the Euro and British Pound; and product mix |

At October 31, [removed: 2019,] [added: 2020,] a uniform hypothetical 5% increase or decrease in the foreign currency exchange rates in comparison to the United States dollar would have resulted in a corresponding increase or decrease in approximately [removed: $34.1] [added: $30.9] million in operating income for the fiscal year ended October 31, [removed: 2019.][added: 2020.]

[removed: As of October 31, 2019, we] [added: We] did not have any [removed: derivative assets or liabilities, including no interest rate swaps, cross currency] [added: cross-currency] swaps or foreign currency forward [removed: contracts.][added: contracts as of October 31, 2020.]

On [removed: November 1, 2018,] [added: October 16, 2020,] we entered into a 364-day, [removed: $400.0] [added: $350.0] million, [removed: senior unsecured] term loan agreement by and among us, the lenders party thereto and [removed: PNC Bank, National Association,] [added: The Bank of Nova Scotia,] as administrative agent which [removed: was scheduled to mature] [added: matures] on October [removed: 31, 2019 (the 2018 Term Loan Agreement).][added: 15, 2021.]

We used the funds to partially repay outstanding borrowings under the [removed: 2016] [added: 2020] Revolving Credit [removed: Facility.][added: Facility (as defined below).]

At October 31, [removed: 2019,] [added: 2020,] we had [removed: $500.0] [added: $350.0] million outstanding under [removed: the 2019 Term Loan Agreement.][added: this agreement.]

The [removed: 2016] [added: 2020] Credit Agreement provides for [added: (a)] a multicurrency revolving credit facility [added: (the 2020 Revolving Credit Facility)] in an aggregate principal amount of [removed: $1.0] [added: $1.29] billion [removed: (the 2016 Revolving Credit Facility)] and [added: (b)] a term loan facility [added: (the 2020 Term Loan Facility)] in [removed: the] [added: an] aggregate principal amount of [removed: $830.0 million (the 2016 Term Loan Facility).][added: $850.0 million, each of which, unless terminated earlier, mature on April 1, 2025.]

The [removed: 2016] [added: 2020] Credit Agreement replaced our previous credit agreement and funds from the [removed: 2016 Term Loan Facility] [added: new term loan] were used to repay the outstanding amounts under the previous credit agreement, to [removed: partially] repay [removed: our other] [added: an] outstanding term [removed: loans] [added: loan,] and for general corporate purposes.

[removed: At October 31, 2019, we had no outstanding balance under the 2016 Term Loan] [added: Revolving Credit] Facility and [removed: $264.0] [added: $850.0] million outstanding under the [removed: 2016 Revolving Credit] [added: 2020 Term Loan] Facility.

See Note [removed: 4.][added: 5.]

| October 31, (In millions) | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | |

| Short-term debt | $ | [removed: 563.7] [added: 409.4] | | | $ | [removed: 37.1] [added: 563.7] | |

| Long-term debt | [removed: 1,264.2] [added: 1,384.2] | | | | [removed: 1,989.2] [added: 1,264.2] | | |

| Less: unamortized debt issuance cost | [removed: (1.6] [added: (0.4] | | ) | | [removed: (3.5] [added: (1.6] | | ) |

| Total | $ | [removed: 1,826.3] [added: 1,793.2] | | | $ | [removed: 2,022.8] [added: 1,826.3] | |

[removed: As a result, our] [added: Our] ultimate realized gain or loss with respect to interest rate fluctuations will depend on interest rates, the exposures that arise during the period and our hedging strategies at that time.

If interest rates were to increase or decrease by 1% or 100 basis points, annual interest expense would increase or decrease by approximately [removed: $19.6] [added: $10.2] million based on average debt [removed: outstanding] [added: outstanding, after consideration of our interest rate swap contracts,] for fiscal [removed: 2019.][added: 2020.]

Accounting Policies and Note [removed: 4.][added: 5.]

On April 6, 2020, we entered into six interest rate swap contracts to hedge variable cash flows associated with LIBOR.

The interest rate swap contracts became effective on April 6, 2020 and have maturities of seven years or less with a total notional amount of $1.5 billion.

The outstanding contracts as of October 31, 2020 have a total notional amount of $1.4 billion.

We believe that we are not significantly exposed to interest rate risk at this time.

The interest rate was 0.93% at October 31, 2020.

On April 1, 2020, we entered into a Revolving Credit and Term Loan Agreement (the 2020 Credit Agreement), among us, CooperVision International Holding Company, LP, CooperSurgical Netherlands B.V., CooperVision Holding Kft.

the lenders from time to time party thereto, and KeyBank National Association, as administrative agent.

At October 31, 2020, we had $754.6 million available under the 2020

The interest rate on the 2020 Term Loan Facility was 1.15% at October 31, 2020.

At maturity, on September 25, 2020, outstanding amounts under the 2019 Term Loan Agreement were fully repaid using borrowings under the 2020 Revolving Credit Facility.

The interest rate on the 2020 Revolving Credit Facility was 1.15% at October 31, 2020.

During fiscal 2019, there were no hedging transactions.

We used the additional funds to partially repay outstanding borrowings under the 2017 Term Loan Agreement.

On November 1, 2017, in connection with the PARAGARD acquisition, we entered into a five\-year, $1.425 billion, senior unsecured term loan agreement (the 2017 Term Loan Agreement) by and among us,

the lenders party thereto and DNB Bank ASA, New York Branch, as administrative agent which matures on November 1, 2022.

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

At October 31, 2019, we had $1.0 billion outstanding under the 2017 Term Loan Agreement.

On March 1, 2016, we entered into a syndicated Revolving Credit and Term Loan Agreement (the 2016 Credit Agreement) with KeyBank National Association, as administrative agent.

$734.8 million was available under the 2016 Revolving Credit Facility.

The 2016 Term Loan Facility was repaid using funds borrowed under the 2017 Term Loan Agreement.

The 2016 Revolving Credit Facility will mature on March 1, 2021.

At October 31, 2019, the scheduled maturities of our variable rate long-term debt obligations, their weighted average interest rates:

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

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

| Expected Maturity Date Fiscal Year ($ in millions) | 2020 | | | | 2021 | | | | 2022 | | | | 2023 | | | | 2024 | | | | Thereafter | | | | Total | | | | Fair Value |

| Long-term debt: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Variable interest rate | $ | — | | | $ | 264.2 | | | $ | — | | | $ | 1,000.0 | | | $ | — | | | $ | — | | | $ | 1,264.2 | | | $1,264.2 |

| Average interest rate | — | | | | 3.2 | | % | | — | | | | 3.2 | | % | | — | | | | — | | | | | | | | |

As the table incorporates only those exposures that existed as of October 31, 2019, it does not consider those exposures or positions which could arise after that date.

As of October 31, 2019, we had no outstanding interest rate swaps.

In November 2019, CooperVision received United States Food [removed: &] [added: and] Drug Administration (FDA) approval for its MiSight® [removed: 1day] [added: 1 day] lens, which is the first and only FDA-approved product indicated to slow the progression of myopia in children with treatment initiated between the ages of 8-12 and [removed: is expected to be] [added: became] available in the United States [removed: in] [added: during fiscal] 2020.

CooperVision’s major manufacturing and distribution facilities are located in [removed: the United Kingdom, Puerto Rico, Hungary,] [added: Belgium,] Costa Rica, [removed: Belgium] [added: Hungary, Puerto Rico, the United Kingdom] and the United States, with other smaller locations also existing in multiple locations around the world.

CooperSurgical's major manufacturing and distribution facilities are located in [removed: the United States,] Costa Rica, the Netherlands, [removed: and] the United Kingdom [added: and the United States,] with other smaller locations also existing in multiple locations around the world.

CooperVision [removed: believes that it is the only contact lens manufacturer to use] [added: uses] three different manufacturing processes to produce its lenses: lathing, cast molding and FIPS™, a cost-effective combination of lathing and molding.

Silicone hydrogel lenses represent a significant portion of CooperVision's contact lens sales and our Biofinity® brand is CooperVision's leading product [removed: line.][added: line in terms of sales.]

Under the Biofinity® brand, CooperVision markets monthly silicone hydrogel [removed: spherical, toric] [added: spherical (including Biofinity Energys®), toric, multifocal] and [added: toric] multifocal lens products.

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

[removed: In fiscal 2019, CooperVision] acquired [removed: Blanchard Contact Lenses,] a privately-held scleral lens company, which expands CooperVision's specialty and scleral lens portfolio.

[removed: ][added: ]

CooperVision's 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, Inc., [added: Alcon Inc. and] Bausch Health Companies Inc. [removed: and Alcon Inc.]

CooperVision competes in the silicone hydrogel segment of the market with its following products: [removed: Biofinity monthly spherical, toric and multifocal lenses; Avaira VitalityTM two-week spherical and toric lenses;] clariti [removed: 1day] [added: 1 day] brand of single-use sphere, toric and multifocal lenses; [removed: and] MyDay single-use spherical and toric [added: lenses; Biofinity monthly spherical, toric, multifocal and toric multifocal lenses and Avaira VitalityTM two-week spherical and toric] lenses.

CooperVision believes the clariti [removed: 1day] [added: 1 day] and MyDay brands of single-use contact lenses provide the broadest product portfolio in the single-use silicone hydrogel market.

In addition to a broad offering of silicone hydrogel [added: and specialty contact] lenses, CooperVision competes with different manufacturing processes which allow it to produce a broad range of spheres, toric and multifocal lens parameters, which we believe provides wide choices for patient and practitioner and a high level of visual acuity.

We offer quality products, innovative technologies and superior services to [removed: clinicians] [added: health care professionals] and patients worldwide.

[added: CooperSurgical collaborates with health care professionals to] identify products and new technologies from disposable products to diagnostic tests to sophisticated instruments and equipment, to bring new products to market.

The result is a broad portfolio of products and services that are intended to aid in the delivery of improved clinical outcomes that health care professionals use routinely in the diagnosis and treatment of a wide spectrum of [removed: family and] women's health and reproductive issues.

In fiscal 2019, CooperSurgical acquired [removed: Incisive Surgical Inc.,] a privately-held U.S. medical device company that develops mechanical surgical solutions for skin closure.

CooperSurgical expects patient visits to [removed: OB/GYN] [added: Women’s Health provider] offices in the United States to increase over the next decade.

Another trend in the market for women's health care includes the [added: continued] migration of OB/GYN [removed: clinicians] [added: health care professionals] away from private practice ownership and toward aligning with group practices or employment with hospitals and health care systems.

[removed: ][added: ]

CooperSurgical focuses on selected segments of the family and women's health care [removed: market, supplying diagnostic products, services,] [added: market with a diversified portfolio of products] and [removed: surgical instruments] [added: services including medical devices in outpatient] and [removed: accessories.][added: operating room settings, fertility and contraception.]

Competitive factors in these segments [added: in which CooperSurgical competes] include technological and scientific advances, product [removed: quality,] [added: quality and availability,] price, customer service [added: including response time] and effective communication of product information to physicians, fertility clinics and hospitals.

CooperSurgical's strategy includes developing and acquiring new [removed: products, including those used in new medical procedures.][added: products.]

CooperSurgical continues to expand its 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 & Johnson, Boston Scientific, [removed: Hologic, Olympus] [added: Hologic] and Medtronic.

[removed: CooperSurgical leverages its relationship with gynecologic] surgeons and focus on devices specific to gynecologic surgery to facilitate our expansion within the surgical segment of the market.

CooperSurgical also competes in the fertility category of the women's [added: and family] health care market.

CooperSurgical leverages its relationship with fertility clinics to expand its presence in the fertility market against competitors in the media and microtools categories that include Vitrolife, Cook and [removed: Irvine] [added: FujiFilm-Irvine] Scientific and competitors in fertility and familial reproductive genetic testing that include Natera, Invitae and Igenomix.

CooperSurgical competes in the [removed: IUS] [added: Intrauterine Device (IUD)] market.

PARAGARD is the only [added: FDA approved] non-hormonal [removed: IUS] [added: IUD] option in the United States and has a 10-year use indication.

In the United States, where all [removed: IUSs] [added: IUDs within the Long-Acting Reversible Contraceptive (LARC) space] are regulated as [removed: pharmaceuticals,] [added: drug products,] we compete with manufacturers of hormonal [removed: IUSs] [added: IUDs] including Bayer and [added: AbbVie] Allergan.

Outside of the United States, non-hormonal [removed: IUSs] [added: IUDs] are [removed: more] typically regulated as devices and are sold by a number of manufacturers.

The Company employs approximately [removed: 222] [added: 200] people in research and development.

CooperSurgical's research and development activities include the design and improvement of surgical procedure devices, the advancement and expansion of CooperSurgical's portfolio of assisted reproductive technology [added: (ART)] products, genetic screening and testing, as well as products within the general OB/GYN offerings.

Unless an exemption applies, each medical device we wish to distribute commercially in the United States will require either [removed: prior notice] [added: premarket notification] to the FDA requesting clearance for commercial distribution under Section 510(k) of the FDCA, or premarket approval (PMA) from the FDA.

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

Class I devices are [added: devices with the lowest risk and are] those for which safety and effectiveness can be assured by adherence to the FDA's general regulatory controls for medical devices, which include compliance with the applicable portions of the FDA's Quality System Regulation (QSR), facility registration and product listing, reporting of adverse medical events, and appropriate, truthful and non-misleading labeling, advertising, and promotional materials (General Controls).

Class II devices are [added: moderate risk devices, which are] subject to the FDA's General Controls, and any other special controls as deemed necessary by the FDA to ensure the safety and effectiveness of the device, such as performance standards, post-market surveillance, FDA guidelines or particularized labeling requirements.

Pursuant to the Medical Device User Fee and [removed: Modernization] [added: Amendments to the FDA Reauthorization] Act [removed: of 2002 (MDUFMA),] [added: (MDUFA IV),] unless a specific exemption applies, 510(k) premarket notification submissions [removed: are subject to] [added: require payment of] user fees.

PMA applications (and supplemental PMA applications) are subject to [removed: significantly] [added: substantially] higher user fees under [removed: MDUFMA] [added: MDUFA IV] than are 510(k) premarket notifications.

[removed: When we are required to obtain a 510(k) clearance for a Class I or Class II] [added: A predicate] device [removed: that we wish to market, we must submit] [added: is] a [removed: premarket notification to the FDA demonstrating that the] [added: legally marketed] device [added: that] is [removed: substantially equivalent] [added: not subject] to a [removed: previously cleared 510(k) device or] [added: PMA,] a device that was [added: legally marketed] in commercial distribution in the United States before May 28, [removed: 1976,] [added: 1976 (a pre-amendments device) and,] for which the FDA has not yet called for the submission of [removed: PMA applications.][added: a PMA, a device that has been reclassified from Class III to Class II or I, or a device that was found substantially equivalent through the 510(k) premarket notification process.]

CooperVision believes that myopia management opens up an attractive new market for contact lenses.

With MiSight, CooperVision offers the only FDA approved product to control the progression of myopia in children.

CooperVision is investing to create this new market by educating eye care practitioners, patients and their families which increases awareness.

In fiscal 2020, CooperVision completed the acquisition of a privately-held U.S contact lens manufacturer focusing on ortho-k lenses.

This acquisition expands CooperVision’s specialty eye care portfolio and its leadership in addressing the increasing severity and prevalence of myopia.

In fiscal 2019, CooperVision

CooperVision offers both branded and private label options in contact lenses.

Its private label option is frequently offered as part of a larger customized solution for its customers.

It also competes in the specialty contact lens space with its FDA approved MiSight 1 day contact lens for myopia management, when first prescribed to children ages 8-12, as well as OrthoK and scleral lenses.

In fiscal 2020, CooperSurgical acquired a privately-held distributor of IVF medical devices and systems.

From adolescent care to geriatrics, there is increased awareness of women’s health issues.

During the reproductive years, fertility awareness and family planning are key areas of focus.

CooperSurgical expects growth in fertility treatments as infertility rates increase and awareness of and access to services expand.

The attention in maternity care to improving the safety and efficacy of obstetrical care continues.

As we expect an increase in the population of women over the age of 65, office visits focused around abnormal bleeding, incontinence and menopause will likely increase.

| • | Routine office visits: annual well-women checkups, preventative cancer screening and contraception. |

| • | Evaluation and management (E/M) office visits: assessment of menstrual disorders, pelvic infections, urinary incontinence, abnormal Pap smears, fertility concerns, pregnancy and menopause. Approximately a third of gynecology office visits are related to abnormal uterine bleeding. |

| • | Office based procedures are increasing given high patient satisfaction, reduction of health system cost and comparative clinical outcomes. |

| • | Hysterectomy and cesarean section remain common hospital surgical interventions in women worldwide. |

| • | Infertility rates are increasing globally. Patient awareness and access are also on the rise. |

| • | Initial evaluation and treatments for infertility, such as ovulatory medications and intrauterine insemination (IUI), begin with the OB/GYN then transition to fertility clinics. |

| • | In-Vitro Fertilization (IVF) is performed by reproductive endocrinologists, specialized OB/GYNs. |

CooperSurgical believes that opportunities exist for continued market consolidation.

CooperSurgical leverages its relationship with gynecologic

When we are required to obtain a 510(k) clearance for a Class I or Class II device that we wish to market, we must submit a premarket notification to the FDA demonstrating that the device is substantially equivalent to a legally marketed predicate device.

If the FDA determines that the device is not substantially equivalent to a legally marketed predicate, the device is automatically designated as a Class III device.

The device sponsor must fulfill

Over the last several years, the FDA has proposed reforms to its 510(k) clearance process, and such proposals could include increased requirements for clinical data and a longer review period, or could make it more difficult for manufacturers to utilize the 510(k) clearance process for their products.

For example, in November 2018, FDA officials announced forthcoming steps that the FDA intends to take to modernize the premarket notification pathway under Section 510(k) of the FDCA.

Among other things, the FDA announced that it planned to develop proposals to drive manufacturers utilizing the 510(k) pathway toward the use of newer predicates.

These proposals included plans to potentially sunset certain older devices that were used as predicates under the 510(k) clearance pathway, and to potentially publish a list of devices that have been cleared on the basis of demonstrated substantial equivalence to predicate devices that are more than 10 years old.

These proposals have not yet been finalized or adopted, and the FDA may work with Congress to implement such proposals through legislation.

More recently, in September 2019, the FDA published updated guidance describing an optional “safety and performance based” premarket review pathway for manufacturers of “certain, well-understood device types” to demonstrate substantial equivalence under the 510(k) clearance pathway by showing that such device meets objective safety and performance criteria established by the FDA, thereby obviating the need for manufacturers to compare the safety and performance of their medical devices to specific predicate devices in the clearance process.

The FDA intends to develop and maintain a list of device types appropriate for the “safety and performance based” pathway and will continue to develop product-specific guidance documents that identify the performance criteria for each such device type, as well as the testing methods recommended in the guidance documents, where feasible.

During this review period, the FDA may request additional information, including clinical data, non-clinical data or

The FDA will approve the new device for commercial distribution if it determines that the data and information in the PMA constitute valid scientific evidence and that there is reasonable assurance that the device is safe and effective for its intended use(s).

The FDA may also condition approval of a PMA application on some form of post-market surveillance when deemed necessary to protect the public health or to provide additional safety and efficacy data for the device in a larger population or for a longer period of use.

In such cases, the manufacturer might be required to follow certain patient groups for a number of years and to make periodic reports to the FDA on the clinical status of those patients.

If the device under evaluation does not present a significant risk to human health, then the device sponsor is not required to submit an IDE application to the FDA before initiating human clinical trials, but must still comply with abbreviated IDE requirements when conducting such trials.

A significant risk device is one that presents a potential for serious risk to the health, safety or welfare of a patient and either is implanted, used in supporting or sustaining human life, substantially important in diagnosing, curing, mitigating or treating disease or otherwise preventing impairment of human health, or otherwise presents a potential for serious risk to a subject.

| | |

| --- | --- |

We manufacture silicone hydrogel Biofinity brand spherical, toric and multifocal contact lenses, Avaira Vitality brand spherical and toric lenses and MyDay brand spherical and toric lenses using proprietary Aquaform technology to increase oxygen transmissibility for longer wear.

In fiscal 2018, CooperVision acquired Paragon Vision services, a leading provider of ortho-k, specialty contact lenses and oxygen permeable rigid contact lens material, and Blueyes Ltd. (Blueyes), a long-standing distribution partner, with a leading position in the distribution of contact lenses to the Optical and Pharmacy sector in Israel.

CooperSurgical collaborates with clinicians to

CooperSurgical competes in the global in-vitro fertilization (IVF) market with a product portfolio of IVF media and assisted reproductive technology solutions including genetic testing designed to enhance the work of fertility professionals to the benefit of women, babies and families.

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 process and within the OB/GYN space.

In fiscal 2018, CooperSurgical acquired the assets of PARAGARD, which is an Intrauterine System (IUS) from Teva Pharmaceuticals Industries Limited (Teva).

This acquisition broadens and strengthens CooperSurgical's 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 IUSs represent a large and growing segment of the contraceptive market.

CooperSurgical also acquired in fiscal 2018, The LifeGlobal Group (LifeGlobal) which was a privately held company that specializes primarily in the IVF media marketplace.

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

Driving the growth is a growing population of women over the age of 65 (according to the United States Census 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® IUS.

CooperSurgical expects growth in fertility treatments as more women choose to delay childbearing to the mid-thirties and beyond.

| • | Patient visits are for annual checkups, cancer screening, menstrual disorders, vaginitis (inflammation of vaginal tissue), treatment of abnormal Pap smears, osteoporosis (reduction in bone mass) and the management of menopause, pregnancy and reproductive management. |

| • | We believe that approximately one-third of the office visits to OB/GYN are patients seeking diagnosis and treatment for the symptoms of abnormal uterine bleeding. |

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

| • | OB/GYN traditionally provide the initial evaluation for women and their partners who seek infertility assistance. Ovulatory drugs and intrauterine insemination (IUI) are common treatments in these cases. |

| • | IVF is performed by reproductive endocrinologists, a subgroup of OB/GYN, along with partner embryologists. |

| • | Osteoporosis and incontinence have become frequent diagnoses as the female population ages. Early identification and treatment of these conditions will both improve women's health and help reduce overall costs of treatment. |

| • | Sterilization is a frequently performed procedure. |

| • | Hysterectomy is one of the most commonly performed surgical procedures. |

| • | Hysteroscopy is commonly used in the evaluation of abnormal uterine bleeding. |

| • | The trend to move hospital-based procedures to an office or clinical setting is continuing as a method to reduce cost to the health care system without compromising clinical outcomes. |

| • | Increased awareness of improved IVF outcomes with preimplantation genetic screening will continue. |

CooperSurgical believes that opportunities exist for continued market consolidation of smaller technology-driven firms that generally offer only one or two product lines.

Most are privately owned or divisions of public companies including some owned by companies with greater financial resources than Cooper.

CooperSurgical competes based on our sales and marketing expertise and the technological advantages of our products.

As CooperSurgical expands its product line, we also offer educational programs for medical professionals in the appropriate use of our products.

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

The IDE application must be approved in advance by the FDA for a specified number of patients, unless the product is deemed a non-significant risk device and eligible for more abbreviated investigational device exemption requirements.

Clinical trials for a significant risk device may begin once the IDE application is approved by both the FDA and the appropriate institutional review boards at the clinical trial sites.

All of Cooper's currently marketed products have been cleared by all appropriate regulatory agencies, and Cooper has no product currently being marketed under an IDE.

Our genetic testing laboratory services are not currently regulated by the FDA, or foreign ministries of health.

We believe our genetic laboratory tests fall within the definition of an LDT.

As a result, we believe our tests are not currently subject to the FDA’s enforcement of its medical device regulations and the applicable FDCA provisions.

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

Violations of these laws are punishable by criminal and civil sanctions, including, in some instances, exclusion from participation in federal and state health care programs, including Medicare, Medicaid, Veterans Administration health programs and TRICARE.

Similarly, if the physicians or other providers or entities with whom we do business are found to be noncompliant with applicable laws, they may be subject to sanctions, which could indirectly have a negative impact on our business, financial conditions and results of operations.

While we believe that our operations are in material compliance with such laws, as applicable to us, because of the complex and far-reaching nature of these laws, there can be no assurance that we would not be required to alter one or more of our practices to be in compliance with these laws.

Information regarding legal proceedings is included in Note 12.

Contingencies of the Consolidated Financial Statements.

Since March 2015, over 50 putative class action complaints were filed by contact lens consumers alleging that contact lens manufacturers, in conjunction with their respective Unilateral Pricing Policy (UPP), conspired to reach agreements between each other and certain distributors and retailers regarding the prices at which certain contact lenses could be sold to consumers.

The plaintiffs are seeking damages against CooperVision, Inc., other contact lens manufacturers, distributors and retailers, in various courts around the United States.

In June 2015, all of the class action cases were consolidated and transferred to the United States District Court for the Middle District of Florida.

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

In July 2018, the Court approved the plaintiffs’ motion for preliminary approval of the settlement, and the Company paid the $3.0 million settlement amount into an escrow account.

The settlement remains subject to final Court approval at a future hearing currently scheduled for February 25, 2020.

The Company is involved in various lawsuits, claims and other legal matters from time to time that arise in the ordinary course of conducting business, including matters involving our products, intellectual property, supplier relationships, distributors, competitor relationships, employees and other matters.

The Company does not believe that the ultimate resolution of these proceedings or claims pending against it could have a material adverse effect on its financial condition or results of operations.

At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 450, *Contingencies*.

Legal fees are expensed as incurred.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

FOR THE FISCAL YEAR ENDED OCTOBER 31, [removed: 2019][added: 2020]

| (State or other jurisdiction of [removed: incorporation)] [added: incorporation or organization)] | (I.R.S. Employer Identification No.) |

6101 Bollinger Canyon Road, [removed: Suite 500]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months [removed: or] [added: (or] for such shorter period that the registrant was required to file such [removed: reports,] [added: reports),] and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting [removed: company] [added: company,] or [removed: an] emerging growth company.

On [removed: November 30, 2019,] [added: December 1, 2020,] there were [removed: 48,773,952] [added: 48,846,639] shares of the registrant's common stock held by non-affiliates with aggregate market value of $14.1 billion based on the closing price of a share of the registrant's common stock on April 30, [removed: 2019,] [added: 2020,] 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 [removed: November 30, 2019: 49,062,354][added: December 1, 2020: 49,123,730]

| Portions of the Proxy Statement for the Annual Meeting of Stockholders scheduled to be held in March [removed: 2020] [added: 2021] | | Part III |

| Item 1. | Business | [removed: [7](#s34506B3966A15E21848D76BE73431202)] [added: [7](#s26A1D8C3AC685AC785408E24102AF3E9)] |

| Item 1A. | Risk Factors | [removed: [23](#sEFBA8167363A5A36B59B7E9D8E961952)] [added: [27](#s5B672B28E207520CB69D2ED69CB8C244)] |

| Item 1B. | Unresolved Staff Comments | [removed: [42](#s5C853194E37A5310A9F851BA14B73B8A)] [added: [50](#s54EE25DFDE1A562E9E7905DBCB6F5179)] |

| Item 2. | Properties | [removed: [43](#sA5AC10767924502D911E5E7FE624968E)] [added: [51](#s9456DA08C87B5C63ACEDEDA531895EB3)] |

| Item 3. | Legal Proceedings | [removed: [44](#sED7F4B8F3090549CA92E30C945564C68)] [added: [52](#s323964375309585EA3CE9A3FB92DBB1E)] |

| Item 4. | Mine Safety Disclosures | [removed: [45](#s0F62C61CEA8155B4804638994DFCF4A6)] [added: [52](#sFBEDB5581263564CB84BBFD1E8980E71)] |

| Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | [removed: [45](#s6D61DE84BE705DA6B4B35F5C67CB160F)] [added: [53](#s6F280C92DDB25269BCA57ED8FF03727C)] |

| Item 6. | Selected Financial Data | [removed: [49](#s7776AC79E2AC556890A992DFCD1B7A2E)] [added: [57](#sE8B926E77CBD5B518684590C2608F14B)] |

| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | [removed: [50](#s83F23BF08A025A17B9D531384228EA79)] [added: [58](#sB81560E0C61D5AF9ADFF8DD94738A533)] |

| Item 7A. | Quantitative and Qualitative Disclosure about Market Risk | [removed: [69](#sAE34079EBBD058E38B1812E147E93D6A)] [added: [79](#sD331700A05D85F4698BE66EFBD9BA90B)] |

| Item 8. | Financial Statements and Supplementary Data | [removed: [71](#sC0FE501E276C5002BB417274D0EB9078)] [added: [81](#s1EC4C2A822C35204909143A434DB4C7F)] |

| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | [removed: [114](#s25CA21EE14B251879CD9D697179BFD26)] [added: [129](#sCFADC420096F54E193868077744D2709)] |

| Item 9A. | Controls and Procedures | [removed: [114](#sBC2B0C43EBB2569E9813425B6DAE3C11)] [added: [129](#s1A84C33B269659DAAF6E6F68EFE30A56)] |

| Item 9B. | Other Information | [removed: [115](#s66E810EBB53457C7B431C54A55BCBC09)] [added: [130](#sC52F223DD21E50A895C97A8554D55DEF)] |

| Item 10. | Directors, Executive Officers and Corporate Governance | [removed: [116](#sD1D5ADC3BA755DE5AEBA52603E25450A)] [added: [131](#sC3E4972F76B15FEEBE798CC33819D6DB)] |

| Item 11. | Executive Compensation | [removed: [116](#s6770E749F640585FB979E2128C987B29)] [added: [131](#sF93E26C385A1504EA637D7B1E17C0274)] |

| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | [removed: [116](#sF87E48A31CEB56B5B4B3D355AF75C8BF)] [added: [131](#sCD8DC448D7405E6A85FB1DB22859B4B5)] |

| Item 13. | Certain Relationships and Related Transactions, and Director Independence | [removed: [116](#sAA938A0D43EA5AB0B1D972F27404F677)] [added: [131](#s2602916EDA465A12ABA114A11278A30F)] |

| Item 14. | Principal Accounting Fees and Services | [removed: [116](#s30622E3B1A3E580F9D0FCA012442F191)] [added: [131](#s57BA443EAF3F5A519EBD47F76C7E9829)] |

| Item 15. | Exhibits and Financial Statement Schedules | [removed: [117](#sA58A81BA60FB52F1BA3857D89DD4EECE)] [added: [132](#s9D6FA9290AB75A2EBFC3BCA25FB63B5D)] |

| Item 16. | Form 10-K Summary | [removed: [123](#sDACA1092520551A39A4FE9D59FEB9B6A)] [added: [137](#sACC002426EB450C59DDC52A84CDDE74C)] |

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 [added: the expected impact of the ongoing COVID-19 pandemic on our business; and statements regarding] acquisitions including the acquired companies' financial position, market position, product development and business strategy, expected cost synergies, expected timing and benefits of the transaction, difficulties in integrating entities or operations, as well as estimates of [removed: the Cooper Companies, Inc.] [added: our] and the acquired entities' future expenses, sales and earnings per share are forward-looking.

In addition, all statements regarding anticipated growth in our [removed: revenue,] [added: net sales,] anticipated effects of any product recalls, anticipated market conditions, planned product launches and expected results of operations and integration of any acquisition are forward-looking.

Among the factors that could cause our actual results and future actions to differ materially from those described in forward-looking statements [removed: are:][added: are those described in our Securities and Exchange Commission filings, including the “Business,” “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” sections in this Annual Report on Form 10-K for the fiscal year ended October 31, 2020, as such Risk Factors may be updated in quarterly filings.]

| • | Adverse changes in global political and economic conditions, and related uncertainty caused by the United Kingdom’s [removed: election to withdraw] [added: (UK) withdrawal] from the European Union [added: (EU)] and its potential impact on, among other things, the movement of goods and materials in our supply chain, additional regulatory approvals and requirements, and increased tariffs and duties. |

| • | Adverse changes in the global or regional general business, political and economic conditions, including the impact of continuing uncertainty and instability of certain countries, that could adversely affect our global markets, and the potential adverse economic impact and related uncertainty caused by these items, including but not limited to, [added: the ongoing COVID-19 pandemic, and] escalating global trade barriers including additional tariffs, by countries such as China. |

| • | Changes in tax laws or their [removed: interpretation and] [added: interpretation,] changes in statutory tax rates, [added: and adverse outcomes in tax disputes,] including but not limited to, the U.S., the United Kingdom and other countries may affect our taxation of earnings recognized in foreign [removed: jurisdictions] [added: jurisdictions, result in unexpected tax liabilities,] and/or negatively impact our effective tax rate. |

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

| • | Our existing [added: and future variable rate] indebtedness and associated interest [removed: expense, most of which] [added: expense] is [removed: variable and] impacted by rate increases, which could adversely affect our financial health or limit our ability to borrow additional funds. |

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

| • | Compliance costs and potential liability in connection with U.S. and foreign laws and health care regulations pertaining to privacy and security of [removed: third- party] [added: personal] information, such as HIPAA [added: and the California Consumer Privacy Act (CCPA)] in the U.S. and the General Data Protection Regulation [added: (GDPR)] requirements in Europe, including but not limited to those resulting from data security breaches. |

| • | A major disruption in the operations of our manufacturing, accounting and financial reporting, research and development, distribution facilities or raw material supply chain due to [added: the ongoing COVID-19 pandemic,] integration of acquisitions, [added: man-made or] natural [removed: disasters] [added: disasters, cybersecurity incidents] or other causes. |

Suite 500

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☒ No ☐

for the Fiscal Year Ended October 31, 2020

Summary Risk Factors

Our business faces significant risks.

In addition to the summary below, you should carefully review the “Risk Factors” section of this Annual Report on Form 10-K.

We may be subject to additional risks and uncertainties not presently known to us or that we currently deem immaterial.

Our business, financial condition and results of operations could be materially adversely affected by any of these risks, and the trading prices of our common stock could decline by virtue of these risks.

These risks should be read in conjunction with the other information in this report.

Some of the more significant risks relating to our business include:

| • | The effects of the ongoing COVID-19 pandemic and related economic disruptions and new governmental regulations on our business, results of operations, cash flow and financial condition, including but not limited to the potential impact on our sales, operations and supply chain. |

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

| • | Other events described in our Securities and Exchange Commission filings, including the “Business”, “Risk Factors” and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections in this Annual Report on Form 10-K for the fiscal year ended October 31, 2019, as such Risk Factors may be updated in quarterly filings. |

The following is a summary of Cooper's principal facilities as of October 31, [removed: 2019.][added: 2020.]

We generally lease our office and operations facilities but own several manufacturing and research and development facilities, including 224,533 square feet in the United Kingdom, 164,946 square feet in Costa Rica, 63,787 square feet in Denmark, 76,778 square feet in New [removed: York, 33,630 square feet in Texas] [added: York] and [removed: 9,000] [added: 33,630] square feet in [removed: Virginia.][added: Texas.]

| California | [removed: 93,594] [added: 109,900] | | | Executive offices; CooperVision research [removed: &] [added: and] development and administrative offices; CooperSurgical laboratory |

| New York | 423,175 | | | CooperVision manufacturing, [removed: marketing,] [added: sales / commercial,] distribution and administrative offices; CooperSurgical manufacturing, office and distribution |

| Connecticut | 301,962 | | | CooperSurgical manufacturing, marketing, distribution, research [removed: &] [added: and] development and administrative offices |

| Puerto Rico | 527,285 | | | CooperVision manufacturing, research [removed: &] [added: and] development and distribution |

| Brazil | 16,580 | | | CooperVision [removed: marketing] [added: sales / commercial offices] and distribution |

| Canada | 30,625 | | | CooperVision [added: sales / commercial offices] and CooperSurgical office [removed: and laboratory] |

| Other Americas | [removed: 157,243] [added: 159,392] | | | CooperVision [removed: marketing] [added: sales / commercial offices] and distribution; CooperSurgical [removed: manufacturing marketing] [added: manufacturing, sales / commercial offices] and laboratory |

| United Kingdom | [removed: 791,754] [added: 793,796] | | | CooperVision manufacturing, [removed: marketing,] [added: sales / commercial offices,] distribution, research [removed: &] [added: and] development and administrative offices; CooperSurgical [removed: marketing] [added: sales / commercial offices] and [removed: manufacturing] [added: manufacturing, genetics lab] |

| Hungary | 330,269 | | | CooperVision [removed: manufacturing] [added: manufacturing, distribution] and [removed: marketing] [added: sales / commercial offices] |

| Belgium | [removed: 273,609] [added: 280,067] | | | CooperVision distribution |

| Spain | 180,058 | | | CooperVision [removed: distribution] [added: distribution, sales / commercial offices] and administrative offices; CooperSurgical [removed: marketing] [added: sales / commercial offices] |

| Denmark | [removed: 63,787] [added: 66,155] | | | CooperSurgical manufacturing, [removed: marketing, administrative, research] [added: marketing] and [removed: development] [added: administrative] offices |

| Other EMEA | [removed: 228,811] [added: 258,038] | | | CooperVision and CooperSurgical [removed: marketing] [added: sales / commercial offices] and distribution |

| Japan | [removed: 113,555] [added: 92,636] | | | CooperVision [removed: marketing,] [added: sales / commercial,] distribution and administrative offices; CooperSurgical [added: laboratory, sales,] marketing [added: and distribution] |

| Australia | [removed: 38,435] [added: 27,005] | | | CooperVision [removed: marketing,] [added: sales / commercial,] distribution and administrative offices; CooperSurgical [removed: laboratory] [added: sales / distribution offices] |

| Other Asia Pacific | [removed: 77,357] [added: 89,359] | | | CooperVision and CooperSurgical [removed: marketing] [added: sales / commercial offices] and distribution |

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Cooper's common stock, par value $0.10 per share, is traded on the New York Stock Exchange under the symbol “COO.” At [removed: November 30, 2019,] [added: December 1, 2020,] there were [removed: 332] [added: 303] common stockholders of record.

In dollar terms, we paid cash for dividends of $3.0 million [removed: and $2.9 million] in each of fiscal [removed: 2019] [added: 2020] and [removed: 2018 respectively.][added: 2019.]

The following graph compares the cumulative total return on Cooper's common stock with the cumulative total return of the Standard & Poor 500 and the Standard & Poor's Health Care Equipment Index for the five-year period ended October 31, [removed: 2019.][added: 2020.]

The graph assumes that the value of the investment in Cooper and in each index was $100 on October 31, [removed: 2014] [added: 2015] and assumes that all dividends were reinvested.

[removed: ][added: ]

*$100 invested on October 31, [removed: 2014] [added: 2015] in stock or index, including reinvestment of dividends.

Copyright© [removed: 2019] [added: 2020] Standard & Poor's, a division of S&P Global.

| | October [removed: 2014 | | | | October] 2015 | | | | October 2016 | | | | October 2017 | | | | October 2018 | | | | October 2019 | | | [added: | October 2020 | | |]

The Company's share repurchase activity during the three-month period ended October 31, [removed: 2019,] [added: 2020] was as follows:

During the fiscal year ended October 31, [removed: 2019,] [added: 2020,] we repurchased a total of [removed: 537] [added: 160.8] thousand shares of common stock for [removed: $156.1] [added: $47.8] million at an average price of [removed: $290.67] [added: $296.9] per share under the repurchase program.

At October 31, [removed: 2019,] [added: 2020,] approximately [removed: $407.4] [added: $359.7] million remained authorized under the 2012 Share Repurchase Program.

The following table sets forth certain information as of October 31, [removed: 2019,] [added: 2020,] 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, [removed: 2019:][added: 2020:]

(1) The amount of total securities to be issued under Company equity plans upon exercise of outstanding options, warrants and rights shown in Column A includes [removed: 429,571] [added: 368,620] Restricted Stock Units granted pursuant to the Company's equity plans.

The total also includes [removed: 25,698] [added: 6,911] 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.

(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 LTIP),] [added: (the 2007 Plan),] which was approved by stockholders on March 17, 2016, and provides for the issuance of up to 6,930,000 shares of Common Stock, the [removed: Second Amended and Restated 2006 Long Term Incentive] [added: 2019 Employee Stock Purchase] Plan [removed: for Non-Employee Directors of the Cooper Companies, Inc. (2006 Directors Plan),] [added: (the 2019 ESPP),] which was approved by stockholders on March [removed: 16, 2011] [added: 18, 2019] and provides for the issuance of up to [removed: 950,000] [added: 1,000,000] shares of Common [removed: Stock ,] [added: Stock,] and [removed: The] [added: the 2020 Long Term Incentive Plan for Non-Employee Directors of the] Cooper Companies, Inc. [removed: 2019 Employee Stock Purchase Plan (2019 ESPP),] [added: (the Directors Plan),] which was approved by stockholders on March 18, [removed: 2019] [added: 2020] and [removed: provides] [added: provided] for the issuance of [removed: 1,000,000 shares.][added: up to 50,000 shares of Common Stock.]

| The Cooper Companies, Inc. | $ | 100.00 | | | $ | 115.59 | | | $ | 157.80 | | | $ | 169.70 | | | $ | 191.21 | | | $ | 209.68 | |

| S&P 500 | $ | 100.00 | | | $ | 104.51 | | | $ | 129.21 | | | $ | 138.70 | | | $ | 158.57 | | | $ | 173.97 | |

| S&P Health Care Equipment | $ | 100.00 | | | $ | 113.12 | | | $ | 141.37 | | | $ | 165.72 | | | $ | 204.72 | | | $ | 227.89 | |

| 8/1/20 - 8/31/20 | | — | | | $ | — | | | — | | | $ | 359,655,532 | |

| 9/1/20 - 9/30/20 | | — | | | $ | — | | | — | | | $ | 359,655,532 | |

| 10/1/20 - 10/31/20 | | — | | | $ | — | | | — | | | $ | 359,655,532 | |

| | | — | | | | | | | — | | | | | |

| Equity compensation plans approved by shareholders(2) | 1,479,038 | | $213.53 | | 2,120,189 |

| Total | 1,479,038 | | $213.53 | | 2,120,189 |

As of October 31, 2020, up to 1,088,901 shares of Common Stock may be issued pursuant to the 2007 Plan, up to 988,359 shares of Common Stock may be issued pursuant to the 2019 ESPP and up to 42,929 shares of Common Stock may be issued pursuant to the 2020 Directors Plan.

| The Cooper Companies, Inc. | $ | 100.00 | | | $ | 92.99 | | | $ | 107.49 | | | $ | 146.74 | | | $ | 157.81 | | | $ | 177.81 | |

| S&P 500 | $ | 100.00 | | | $ | 105.20 | | | $ | 109.94 | | | $ | 135.93 | | | $ | 145.91 | | | $ | 166.81 | |

| S&P Health Care Equipment | $ | 100.00 | | | $ | 109.04 | | | $ | 123.35 | | | $ | 154.16 | | | $ | 180.71 | | | $ | 223.24 | |

| 8/1/19 – 8/31/19 | | — | | | $ | — | | | — | | | $ | 557,400,000 | |

| 9/1/19 – 9/30/19 | | — | | | $ | — | | | — | | | $ | 557,400,000 | |

| 10/1/19 – 10/31/19 | | 512,472 | | | $ | 292.68 | | | 512,472 | | | $ | 407,400,000 | |

| Total | | 512,472 | | | | | | | 512,472 | | | | | |

| Equity compensation plans approved by shareholders(2) | 1,480,021 | | $186.24 | | 2,280,407 |

| Total | 1,480,021 | | $186.24 | | 2,280,407 |

As of October 31, 2019, 1,280,407 shares remained available under the 2007 LTIP, and nil shares remained available under the 2006 Directors Plan, and 1,000,000 shares remained available under the 2019 ESPP.

| Years Ended October 31, (In millions, except per share amounts) | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Net sales | $ | [removed: 2,653.4] [added: 2,430.9] | | | $ | [removed: 2,532.8] [added: 2,653.4] | | | $ | [removed: 2,139.0] [added: 2,532.8] | | | $ | [removed: 1,966.8] [added: 2,139.0] | | | $ | [removed: 1,797.1] [added: 1,966.8] | |

| Gross profit | $ | [removed: 1,756.8] [added: 1,534.8] | | | $ | [removed: 1,632.3] [added: 1,756.8] | | | $ | [removed: 1,365.8] [added: 1,632.3] | | | $ | [removed: 1,173.1] [added: 1,365.8] | | | $ | [removed: 1,070.3] [added: 1,173.1] | |

| Income before income taxes | $ | [removed: 477.4] [added: 266.5] | | | $ | [removed: 331.9] [added: 477.4] | | | $ | [removed: 394.0] [added: 331.9] | | | $ | [removed: 295.6] [added: 394.0] | | | $ | [removed: 215.5] [added: 295.6] | |

| Net income attributable to Cooper stockholders | $ | [removed: 466.7] [added: 238.4] | | | $ | [removed: 139.9] [added: 466.7] | | | $ | [removed: 372.9] [added: 139.9] | | | $ | [removed: 273.9] [added: 372.9] | | | $ | [removed: 203.5] [added: 273.9] | |

| Diluted earnings per share attributable to stockholders | $ | [removed: 9.33] [added: 4.81] | | | $ | [removed: 2.81] [added: 9.33] | | | $ | [removed: 7.52] [added: 2.81] | | | $ | [removed: 5.59] [added: 7.52] | | | $ | [removed: 4.14] [added: 5.59] | |

| Number of shares used to compute diluted earnings per share | [removed: 50.0] [added: 49.6] | | | | [removed: 49.7] [added: 50.0] | | | | [removed: 49.6] [added: 49.7] | | | | [removed: 49.0] [added: 49.6] | | | | [removed: 49.2] [added: 49.0] | | |

| Current assets | $ | [removed: 1,163.4] [added: 1,274.2] | | | $ | [removed: 1,090.9] [added: 1,163.4] | | | $ | [removed: 953.2] [added: 1,090.9] | | | $ | [removed: 937.1] [added: 953.2] | | | $ | [removed: 844.0] [added: 937.1] | |

| Property, plant and equipment, net | [removed: 1,132.1] [added: 1,281.9] | | | | [removed: 976.0] [added: 1,132.1] | | | | [removed: 910.1] [added: 976.0] | | | | [removed: 877.7] [added: 910.1] | | | | [removed: 967.1] [added: 877.7] | | |

| Goodwill | [removed: 2,428.9] [added: 2,447.3] | | | | [removed: 2,392.1] [added: 2,428.9] | | | | [removed: 2,354.8] [added: 2,392.1] | | | | [removed: 2,164.7] [added: 2,354.8] | | | | [removed: 2,197.1] [added: 2,164.7] | | |

| Other intangible assets, net | [removed: 1,405.3] [added: 1,289.0] | | | | [removed: 1,521.3] [added: 1,405.3] | | | | [removed: 504.7] [added: 1,521.3] | | | | [removed: 441.1] [added: 504.7] | | | | [removed: 411.1] [added: 441.1] | | |

| Deferred tax assets and other assets | [removed: 144.8] [added: 184.9] | | | | [removed: 132.5] [added: 144.8] | | | | [removed: 135.9] [added: 132.5] | | | | [removed: 58.0] [added: 135.9] | | | | [removed: 43.2] [added: 58.0] | | |

| [added: Total assets (1)] | $ | [removed: 6,274.5] [added: 6,737.5] | | | $ | [removed: 6,112.8] [added: 6,274.5] | | | $ | [removed: 4,858.7] [added: 6,112.8] | | | $ | [removed: 4,478.6] [added: 4,858.7] | | | $ | [removed: 4,462.5] [added: 4,478.6] | |

| Short-term debt | $ | [removed: 563.7] [added: 409.3] | | | $ | [removed: 37.1] [added: 563.7] | | | $ | [removed: 23.4] [added: 37.1] | | | $ | [removed: 226.3] [added: 23.4] | | | $ | [removed: 243.8] [added: 226.3] | |

| Other current liabilities | [removed: 546.9] [added: 595.1] | | | | [removed: 499.4] [added: 546.9] | | | | [removed: 372.7] [added: 499.4] | | | | [removed: 316.9] [added: 372.7] | | | | [removed: 331.7] [added: 316.9] | | |

| Long-term debt | [removed: 1,262.6] [added: 1,383.9] | | | | [removed: 1,985.7] [added: 1,262.6] | | | | [removed: 1,149.3] [added: 1,985.7] | | | | [removed: 1,107.4] [added: 1,149.3] | | | | [removed: 1,105.4] [added: 1,107.4] | | |

| Long-term tax payable | [removed: 124.8] [added: 162.0] | | | | [removed: 141.5] [added: 124.8] | | | | [removed: —] [added: 141.5] | | | | — | | | | — | | |

| Other liabilities | [removed: 147.9] [added: 362.4] | | | | [removed: 141.3] [added: 147.9] | | | | [removed: 137.5] [added: 141.3] | | | | [removed: 132.1] [added: 137.5] | | | | [removed: 111.8] [added: 132.1] | | |

| Total liabilities | [removed: 2,645.9] [added: 2,912.7] | | | | [removed: 2,805.0] [added: 2,645.9] | | | | [removed: 1,682.9] [added: 2,805.0] | | | | [removed: 1,782.7] [added: 1,682.9] | | | | [removed: 1,792.7] [added: 1,782.7] | | |

| Stockholders' equity | [removed: 3,628.6] [added: 3,824.8] | | | | [removed: 3,307.8] [added: 3,628.6] | | | | [removed: 3,175.8] [added: 3,307.8] | | | | [removed: 2,695.9] [added: 3,175.8] | | | | [removed: 2,669.8] [added: 2,695.9] | | |

| Operating lease right-of-use assets | 260.2 | | | | — | | | | — | | | | — | | | | — | | |

| Total liabilities and stockholders’ equity | $ | 6,737.5 | | | $ | 6,274.5 | | | $ | 6,112.8 | | | $ | 4,858.7 | | | $ | 4,478.6 | |

(1) On November 1, 2019, we adopted Accounting Standards Codification No. 842, *Leases* ("ASC 842"), using an optional transition method and as a result, the comparative information has not been restated and is reported under the accounting standards in effect for these years.

See Note 1 to the Consolidated Financial Statements for additional information.

*Opinions on [removed: the*] [added: the] Consolidated [removed: *Financial] [added: Financial] Statements and Internal Control Over Financial Reporting*

We have audited the accompanying consolidated balance sheets of The Cooper Companies, Inc. and subsidiaries (the Company) as of October 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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: 2019] [added: 2020,] and the related notes and financial statement Schedule II (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of October 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the years in the three-year period ended October 31, [removed: 2019,] [added: 2020,] 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: 2019] [added: 2020] based on criteria established in *Internal Control - Integrated [removed: Framework* *(2013)*] [added: Framework (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial [removed: Reporting appearing under item 9A.][added: Reporting.]

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) [removed: relate*s*] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex [removed: judgment.][added: judgments.]

[removed: *Assessment of Gross Unrecognized Tax Benefits*][added: *Unrecognized tax benefits*]

As discussed in Notes 1 and [removed: 5] [added: 6] to the consolidated financial statements, the Company has recorded a liability for [removed: gross] unrecognized tax benefits, excluding associated interest and penalties, of [removed: $49.7] [added: $58.5] million as of October 31, [removed: 2019.][added: 2020.]

[removed: Unrecognized] [added: A reserve for unrecognized] tax benefits [removed: are] [added: is] recorded when there is a greater than 50% likelihood that a position taken on the Company’s tax returns would not be sustained upon examination by the relevant taxing authority, based solely on the technical merits of the tax position.

We identified the assessment of [removed: gross] unrecognized tax benefits as a critical audit matter.

The [added: following are the] primary procedures we performed to address this critical audit [removed: matter included the following.][added: matter.]

[removed: We tested certain internal controls over the Company’s gross] unrecognized tax benefit process, including controls related to the interpretation of tax law, identification of [removed: unrecognized] [added: uncertain] tax [removed: benefits,] [added: positions,] and measurement of related liabilities.

| • | inspecting correspondence and settlements from taxing [removed: authorities] [added: authorities,] and analyzing the expiration of statutes of limitations. |

| Years Ended October 31,(In millions, except for earnings per share) | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | |

| Net sales | $ | [removed: 2,653.4] [added: 2,430.9] | | | $ | [removed: 2,532.8] [added: 2,653.4] | | | $ | [removed: 2,139.0] [added: 2,532.8] | |

| Cost of sales | [removed: 896.6] [added: 896.1] | | | | [removed: 900.5] [added: 896.6] | | | | [removed: 773.2] [added: 900.5] | | |

| Gross profit | [removed: 1,756.8] [added: 1,534.8] | | | | [removed: 1,632.3] [added: 1,756.8] | | | | [removed: 1,365.8] [added: 1,632.3] | | |

| Selling, general and administrative expense | [removed: 996.2] [added: 992.5] | | | | [removed: 973.3] [added: 996.2] | | | | [removed: 799.1] [added: 973.3] | | |

| Research and development expense | [removed: 86.7] [added: 93.3] | | | | [removed: 84.8] [added: 86.7] | | | | [removed: 69.2] [added: 84.8] | | |

| Amortization of intangibles | [removed: 145.8] [added: 137.2] | | | | [removed: 146.7] [added: 145.8] | | | | [removed: 68.4] [added: 146.7] | | |

| Impairment of intangibles | [removed: 0.4] [added: —] | | | | [removed: 24.4] [added: 0.4] | | | | [removed: —] [added: 24.4] | | |

| Gain on sale of an intangible (Note [removed: 3)] [added: 4)] | [removed: (19.0] [added: —] | | [removed: )] | | [removed: —] [added: (19.0] | | [added: )] | | — | | |

| Operating income | [removed: 546.7] [added: 311.8] | | | | [removed: 403.1] [added: 546.7] | | | | [removed: 429.1] [added: 403.1] | | |

| Interest expense | [removed: 68.0] [added: 36.8] | | | | [removed: 82.7] [added: 68.0] | | | | [removed: 33.4] [added: 82.7] | | |

| Other expense (income), net | [removed: 1.3] [added: 8.5] | | | | [removed: (11.5] [added: 1.3] | | [removed: )] | | [removed: 1.7] [added: (11.5] | | [added: )] |

| Income before income taxes | [removed: 477.4] [added: 266.5] | | | | [removed: 331.9] [added: 477.4] | | | | [removed: 394.0] [added: 331.9] | | |

| Provision for income taxes (Note [removed: 5)] [added: 6)] | [removed: 10.7] [added: 28.1] | | | | [removed: 192.0] [added: 10.7] | | | | [removed: 21.1] [added: 192.0] | | |

| Net income | [removed: 466.7] [added: 238.4] | | | | [removed: 139.9] [added: 466.7] | | | | [removed: 372.9] [added: 139.9] | | |

| Net income attributable to Cooper stockholders | $ | [removed: 466.7] [added: 238.4] | | | $ | [removed: 139.9] [added: 466.7] | | | $ | [removed: 372.9] [added: 139.9] | |

| Earnings per share [removed: - basic] (Note [removed: 6)] [added: 7)] | [removed: $] | [removed: 9.44] | | | [removed: $] | [removed: 2.85] | | | [removed: $] | [removed: 7.63] | |

| [removed: Earnings] [added: Diluted earnings] per share [removed: - diluted (Note 6)] [added: attributable to Cooper stockholders] | $ | [removed: 9.33] [added: 4.81] | | | $ | [removed: 2.81] [added: 9.33] | | | $ | [removed: 7.52] [added: 2.81] | |

| Number of shares used to compute earnings per share: | | | | | [added: —] | | | | [added: —] | | |

| Basic | [removed: 49.4] [added: 49.1] | | | | [removed: 49.1] [added: 49.4] | | | | [removed: 48.9] [added: 49.1] | | |

| Diluted | [removed: 50.0] [added: 49.6] | | | | [removed: 49.7] [added: 50.0] | | | | [removed: 49.6] [added: 49.7] | | |

[removed: See] [added: The] accompanying notes [removed: to consolidated financial statements.][added: are an integral part of these Consolidated Financial Statements.]

| Years Ended October 31,(In millions) | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | |

| Net income | $ | [removed: 466.7] [added: 238.4] | | | $ | [removed: 139.9] [added: 466.7] | | | $ | [removed: 372.9] [added: 139.9] | |

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

| Foreign currency translation adjustment | [removed: 9.0] [added: 0.9] | | | | [removed: (58.5] [added: 9.0] | | [removed: )] | | [removed: 107.7] [added: (58.5] | | [added: )] |

*Change in Accounting Principle*

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for Leases as of November 1, 2019 due to the adoption of Financial Accounting Standards Board Accounting Standards Codification Topic 842, *Leases*.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s

| Basic | $ | 4.85 | | | $ | 9.44 | | | $ | 2.85 | |

| Diluted | $ | 4.81 | | | $ | 9.33 | | | $ | 2.81 | |

| Cash flow hedges, net of tax (benefit) of $(4.1) in fiscal 2020 | (13.0 | | ) | | — | | | | — | | |

The accompanying notes are an integral part of these Consolidated Financial Statements.

| | 1,281.9 | | | | 1,132.1 | | |

| Operating lease right-of-use assets (Note 2) | 260.2 | | | | — | | |

| Total assets | $ | 6,737.5 | | | $ | 6,274.5 | |

| Operating lease liabilities (Note 2) | 33.3 | | | | — | | |

| Operating lease liabilities (Note 2) | 236.8 | | | | — | | |

| Total liabilities and stockholders’ equity | $ | 6,737.5 | | | $ | 6,274.5 | |

The accompanying notes are an integral part of these Consolidated Financial Statements.

| Issuance of common stock for employee stock purchase plan | — | | | — | | | | — | | | — | | | | 1.8 | | | | — | | | | — | | | | 1.7 | | | | — | | | | 3.5 | | |

| Balance at October 31, 2020 | 49.1 | | | $ | 4.9 | | | 4.3 | | | $ | 0.4 | | | $ | 1,646.8 | | | $ | (472.0 | ) | | $ | 3,261.8 | | | $ | (617.3 | ) | | $ | 0.2 | | | $ | 3,824.8 | |

The accompanying notes are an integral part of these Consolidated Financial Statements.

| Non-cash operating lease expense | 32.5 | | | | — | | | | — | | |

| CCA cost amortization | 0.5 | | | | — | | | | — | | |

| Interest income on convertible note | (1.0 | | ) | | — | | | | — | | |

| Operating lease right-of-use assets and liabilities, net | (20.0 | | ) | | — | | | | — | | |

| Issuance of common stock for employee stock purchase plan | 2.7 | | | | — | | | | — | | |

The accompanying notes are an integral part of these Consolidated Financial Statements.

Estimates

The World Health Organization categorized the Coronavirus disease 2019 (COVID-19) as a pandemic.

The COVID-19 pandemic has caused a severe global health crisis, along with economic and societal disruptions and uncertainties, which have negatively impacted business and healthcare activity globally.

As a result of healthcare systems responding to the demands of managing the pandemic, governments around the world imposing measures designed to reduce the transmission of the COVID-19 virus, and individuals responding to the concerns of contracting the COVID-19 virus, many optical practitioners & retailers, hospitals, medical offices and fertility clinics closed their facilities, restricted access, or delayed or canceled patient visits, exams and elective medical procedures, and many customers that have reopened are experiencing reduced patient visits.

This has had, and we believe will continue to have, an adverse effect on our sales, operating results and cash flows.

The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of net sales and expenses during the reporting period.

Actual results could differ from those estimates particularly as it relates to estimates reliant on forecasts and other assumptions reasonably available to the Company and the uncertain future impacts of the COVID-19 pandemic and related economic disruptions.

The extent to which the COVID-19 pandemic and related economic disruptions impact our business and financial results will depend on future developments including, but not limited to, the continued spread, duration and severity of the COVID-19 pandemic; the occurrence, spread, duration and severity of any subsequent wave or waves of outbreaks; the actions taken by the U.S. and foreign governments to contain the COVID-19 pandemic, address its impact or respond to the reduction in global and local economic activity; the occurrence, duration and severity of a global, regional or national recession, depression or other sustained adverse market event; the impact of the developments described above on our customers and suppliers; and how quickly and to what extent normal economic and operating conditions can resume.

The accounting matters assessed included, but were not limited to:

| • | allowance for doubtful accounts and credit losses |

| • | carrying value of inventory |

| • | the carrying value of goodwill and other long-lived assets. |

There was not a material impact to the above estimates in the Company’s Consolidated Financial Statements for fiscal 2020.

The Company continually monitors and evaluates the estimates used as additional information becomes available.

Adjustments will be made to these provisions periodically to reflect new facts and circumstances that may indicate that historical experience may not be indicative of current and/or future results.

The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material changes to the estimates and material impacts to the Company’s Consolidated Financial Statements in future reporting periods.

Once the

December 20, 2019

| | 1,132.1 | | | | 976.0 | | |

| | $ | 6,274.5 | | | $ | 6,112.8 | |

| 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 | | |

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

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

wholesale prices charged to the Company’s direct customers.

| • | Valuation of goodwill - Effective April 30, 2019, there was a change in the reporting units as a result of realignment in the internal reporting structure of the business around markets and customers at CooperSurgical. As such, Cooper Surgical has evolved into two reporting units, namely, Office/Surgical and Fertility, which reflects management oversight of operations. The change in reporting units did not result in a change in operating segments. We allocated CooperSurgical's goodwill based on relative fair values utilizing the discounted cash flow method and guideline public company method as our allocation base. The key assumptions and estimates for the market and income approaches used to determine fair value of the reporting units included market data and market multiples, discount rates and terminal growth rates, as well as future levels of revenue growth, and operating margins, which were based upon the Company’s strategic plan. The allocated fair values exceeded the carrying values for each of the three reporting units as of April 30, 2019. Our reporting units are CooperVision, Office/Surgical and Fertility reflecting the current way we manage our business. |

affecting each reporting unit.

We record a liability for the portion of unrecognized tax benefits claimed that we have determined are not more-likely-than-not realizable.

fair value of the award and is recognized as expense over the vesting period.

Determining the fair value of share-based awards at the grant date requires judgment, including estimating Cooper's stock price volatility, employee exercise behaviors and related employee forfeiture rates.

In July 2019, the FASB issued ASU 2019-07, *Codification Updates to SEC Sections* and in July 2018, the FASB issued ASU 2018-09, *Codification Improvements*.

The ASU clarifies or improves the disclosure and presentation requirements of a variety of codification topics by aligning them with the SEC’s regulations, thereby eliminating redundancies and making the codification easier to apply.

In August 2018, the FASB issued ASU 2018-15, *Intangibles (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,* which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

This new standard also requires customers to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement.

The Company adopted the standard, prospectively, in the fourth quarter of fiscal 2019, resulting in the capitalization of $4.1 million in implementation costs related to the Company's cloud computing arrangements that are service contracts.

In March 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-07, *Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost*.

The ASU requires an entity to disaggregate the service cost component from the other components of net benefit cost.

The service cost component is now presented in the same income statement line as other compensation costs arising from services rendered by the pertinent employees during the period and the other components of net benefit costs are presented separately as other income/expense below operating income.

In October 2016, the FASB issued ASU 2016-16, *Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory*, which requires entities to recognize the income tax consequences on an intra-entity transfer of an asset other than inventory when the transfer occurs.

The ASU changes the timing of the

recognition of the income tax consequences of non-inventory transfers which under previous guidance deferred the income tax consequences until the asset was sold to an outside party or otherwise recognized.

The guidance for the amendments of ASU 2016-16 requires companies to apply a modified retrospective approach with a cumulative catch-up adjustment to opening retained earnings in the period of adoption.

The Company adopted ASU 2016-16 in the first quarter of fiscal 2019 on a modified retrospective basis.

The Company recorded the cumulative effect of the change as a decrease to retained earnings of approximately $13.3 million.

The cumulative effect adjustment represents the recognition of unrecognized income tax effects from intra-entity transfers of assets other than inventory that occurred prior to the date of adoption.

In May 2014, the FASB issued ASU 2014-09, *Revenue from Contracts with Customers (Topic 606).* The ASU requires revenue recognition to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The amendments in the ASU can be applied either retrospectively to each prior reporting period presented or alternatively, the modified retrospective transition method whereby the company recognizes the cumulative effect of initially applying the guidance as an opening balance sheet adjustment to equity in the period of initial application.

This alternative approach must be supplemented by additional disclosures.

We adopted ASU 2014-09 on November 1, 2018, using the modified retrospective transition method.

We did not recognize any cumulative effect of initially applying the new revenue standard as an adjustment to our opening balance of retained earnings due to its immaterial impact.

The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

There was no material impact of ASU 2014-09 to our financial statements during fiscal 2019.

We do not expect the adoption of the new revenue standard to have a material impact to our net income on an ongoing basis.

The Company applies the provisions of Accounting Standards Codification (ASC) 606-10 or ASU 2014-09, *Revenue from Contracts with Customers*, and all related appropriate guidance.

The Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled.

In order to achieve that core principle, the Company applies the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied.

This guidance amended Topic 808 and Topic 606 to clarify that transactions in a collaborative arrangement should be accounted for under Topic 606 when the counterparty is a customer for a distinct good or service (i.e., unit of account).

The Company has established and currently maintains disclosure controls and procedures designed to ensure that information required to be disclosed in its reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange [removed: Commission] [added: Commission's rules] and [added: forms and] that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, [added: as appropriate] to allow timely decisions regarding required disclosures.

The Company's Chief Executive Officer and Chief Financial Officer based upon their evaluation as of October 31, [removed: 2019,] [added: 2020,] the end of the fiscal period covered in this report, concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level.

Management assessed the effectiveness of the Company's internal control over financial reporting as of October 31, [removed: 2019,] [added: 2020,] based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in *Internal Control - Integrated Framework (2013)*.

Based on this assessment, management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, concluded that the Company's internal control over financial reporting was effective as of October 31, [removed: 2019.][added: 2020.]

The Company's independent registered public accounting firm, KPMG LLP, has audited the effectiveness of the Company's internal control over financial reporting as of October 31, [removed: 2019,] [added: 2020,] as stated in their report in Part II, Item 8 of this Annual Report on Form 10-K.