Cooper Companies (COO) 10-K risk factor changes: FY2021 vs FY2020

The [removed: current global] [added: COVID-19] pandemic [removed: 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.

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 [added: or increased costs from] 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 [removed: clearances and approvals;] [added: clearances, approvals or certifications;] 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 [removed: outbreaks;] [added: outbreaks, including] the [added: emergence and spread of variants of the COVID-19 virus; 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.

Over half of our net sales for the fiscal years ended October 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] were derived from the sale of products outside the United States.

[removed: | • |] [added: -] 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; [removed: |]

[removed: | • |] [added: -] we may have difficulty enforcing intellectual property rights in some foreign countries; [removed: |]

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

[removed: | • |] [added: -] we may find it difficult to grow in emerging markets such as China, India, Russia, Brazil and other developing nations due to, among other things, customer acceptance, undeveloped and/or unfamiliar distribution channels, regulatory restrictions and changes, and business knowledge of these new markets; [removed: |]

[removed: | • | tax rates in some foreign countries may exceed those of the United States, and] [added: -] foreign earnings may be subject to withholding requirements or the imposition of tariffs, exchange controls or other restrictions, including the tariffs enacted by the [removed: U.S. government on various imports from China and by the] Chinese government on certain U.S. goods, the scope and duration of which remain uncertain; [removed: |]

[removed: | • |] [added: -] 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 Wall Street Reform and Consumer Protection Act, the United Kingdom Bribery Act, international data security and privacy laws, [added: EU] MDR and IVDR; [removed: |]

[removed: | • |] [added: -] we may find it difficult to manage a large organization spread throughout various countries; [removed: |]

[removed: | • |] [added: -] fluctuations in currency exchange rates could adversely affect our results; [removed: |]

[removed: | • |] [added: -] foreign customers may have longer payment cycles than customers in the United States; [removed: |]

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

[removed: | • |] [added: -] general economic and political conditions in the countries where we operate may have an adverse effect on our operations in those countries or not be favorable to our growth strategy; [removed: |]

[removed: | • |] [added: -] 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; [removed: |]

[removed: | • |] [added: -] foreign governments may adopt regulations, including those similar to [added: the EU] MDR and IVDR or take other actions that would have a direct or indirect adverse impact on our business and market opportunities, including but not limited to increased enforcement of potentially conflicting and ambiguous anti-bribery laws; [removed: |]

[removed: | • |] [added: -] we may have difficulty enforcing agreements and collecting receivables through some foreign legal systems; and [removed: |]

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

Over the last few years in the United States and globally, market and economic conditions have been [removed: challenging with tighter credit conditions and slower economic growth.][added: challenging, particularly in light of the COVID-19 pandemic.]

Global markets continued to face threats and uncertainty during fiscal [removed: 2020.][added: 2021.]

Due to this trend, global and regional key account customers now represent a larger proportion or concentration of our business and any disruption to these relationships may have a material adverse impact on our business, financial [removed: conditions] [added: condition] and results of operations.

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

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

As part of our growth strategy, [removed: particularly at CooperSurgical and at CooperVision,] we intend to continue to consider acquiring complementary technologies, products and businesses.

[added: In fiscal 2020,] CooperVision acquired a privately-held [removed: U.S] [added: U.S.] contact lens manufacturer focusing on ortho-k [removed: lenses in fiscal 2020 and a privately-held scleral lens company in fiscal 2019.][added: lenses.]

[added: In fiscal 2020,] CooperSurgical acquired a privately-held distributor of IVF medical devices and [removed: systems in fiscal 2020 and a privately-held U.S. medical device company in fiscal 2019.][added: systems.]

[removed: | • |] [added: -] failure to successfully obtain the anticipated revenues, margins and earnings benefits; [removed: |]

[removed: | • |] [added: -] difficulties in, and expenses related to, the integration of the operations, technologies, products and personnel of the acquired company and establishment of appropriate accounting controls and reporting procedures and other regulatory compliance procedures, including but not limited to [removed: third party] [added: third-party] compliance and due diligence; [removed: |]

[removed: | • |] [added: -] increased leverage and the risk of 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; [removed: |]

[removed: | • |] [added: -] risks of entering markets in which we have no or limited prior experience; [removed: |]

[removed: | • |] [added: -] potential loss of employees; [removed: |]

[removed: | • |] [added: -] an inability to identify and consummate future acquisitions on favorable terms or at all; [removed: |]

[removed: | • |] [added: -] diversion of management's attention away from other business concerns; [removed: |]

[removed: | • |] [added: -] risks of the acquired company’s noncompliance with applicable laws or regulations; [removed: |]

[removed: | • |] [added: -] expenses of any undisclosed or potential liabilities, contingent liabilities or indemnification obligations of the acquired company; [removed: |]

[removed: | • |] [added: -] expenses, including restructuring expenses, to shut-down our own locations or terminate our employees; [removed: |]

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

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

[removed: | • |] [added: -] a dilution of earnings per share; and [removed: |]

Our global business may be affected by local economic conditions, including inflation, increasing labor costs, recession, and currency exchange rate fluctuations, which may adversely affect the cost to manufacture and provide our products and services and the demand for such products and services.

There is no guarantee that we will be able to fully absorb any such additional costs in the prices for our products and services.

In fiscal 2021, CooperVision acquired a privately held medical device company and a privately-held UK contact lenses manufacturer.

In fiscal 2021, CooperSurgical acquired three privately-held medical device companies and one privately-held IVF cryo-storage software solutions company.

Following a national referendum and enactment of legislation by the government of the UK, the UK formally withdrew from the EU and ratified a trade and cooperation agreement governing its future relationship with the EU.

The agreement, which is being applied provisionally from January 1, 2021 until it is ratified by the European Parliament and the Council of the European Union, addresses trade, economic arrangements, law enforcement, judicial cooperation and a governance framework including procedures for dispute resolution, among other things.

Because the agreement merely sets forth a framework in many respects and will require complex additional bilateral negotiations between the UK and the EU as both parties continue to work on the rules for implementation, significant political and economic uncertainty remains about how the precise terms of the relationship between the parties will differ from the terms before withdrawal.

These developments, or the perception that any related developments could occur, have had and may continue to have a material adverse effect on global economic conditions and financial markets, and may significantly reduce global market liquidity, restrict the ability of key market participants to operate in certain financial markets or restrict our access to capital.

Asset valuations, currency exchange rates and credit ratings have been and may continue to be subject to increased market volatility.

Lack of clarity about future UK laws and regulations as the UK determines which EU laws to replace or replicate, including financial laws and regulations, tax and free trade agreements, tax and customs laws, intellectual property rights, environmental, health and safety laws and regulations, immigration laws, employment laws and transport laws, could decrease foreign direct investment in the UK, increase costs and disrupt supply chains.

cybercriminals to exploit vulnerabilities.

we could experience inventory shortages and disruption in our supply of products.

Our supply chain and our cost of goods also may be negatively impacted by unanticipated price increases due to factors such as inflation, including wage inflation, or to supply restrictions beyond our control or the control of our suppliers.

- divert management's attention and resources; or

capabilities and our ability to secure adequate supply of materials used in production at reasonable costs.

Environmental, social and corporate governance (ESG) issues, including those related to climate change and sustainability, may have an adverse effect on our business, financial condition and results of operations and damage our reputation.

There is an increasing focus from certain investors, customers, consumers, employees and other stakeholders concerning ESG matters.

Additionally, public interest and legislative pressure related to public companies’ ESG practices continue to grow.

If our ESG practices fail to meet regulatory requirements or investor, customer, consumer, employee or other stakeholders' evolving expectations and standards for responsible corporate citizenship in areas including environmental stewardship, support for local communities, Board of Director and employee diversity, human capital management, employee health and safety practices, product quality, supply chain management, corporate governance and transparency, our reputation, brand and employee retention may be negatively impacted, and our customers and suppliers may be unwilling to continue to do business with us.

Customers, consumers, investors and other stakeholders are increasingly focusing on environmental issues, including climate change, energy and water use, plastic waste and other sustainability concerns.

Concern over climate change or plastics and packaging materials, in particular, may result in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment.

Changing

customer and consumer preferences or increased regulatory requirements may result in increased demands or requirements regarding plastics and packaging materials, including single-use and non-recyclable plastic products and packaging, other components of our products and their environmental impact on sustainability, or increased customer and consumer concerns or perceptions (whether accurate or inaccurate) regarding the effects of substances present in certain of our products.

Complying with these demands or requirements could cause us to incur additional manufacturing, operating or product development costs.

If we do not adapt to or comply with new regulations, or fail to meet evolving investor, industry or stakeholder expectations and concerns regarding ESG issues, investors may reconsider their capital investment in our Company, and customers and consumers may choose to stop purchasing our products, which could have a material adverse effect on our reputation, business or financial condition.

Indeed, while the CJEU upheld the adequacy of the standard contractual clauses (a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism, and potential alternative to the Privacy Shield), it made clear that reliance on them alone may not necessarily be sufficient in all circumstances.

Use of the standard contractual clauses must now be assessed on a case-by-case basis taking into account the legal regime

applicable in the destination country, in particular applicable surveillance laws and rights of individuals and additional measures and/or contractual provisions may need to be put in place, however, the nature of these additional measures is currently uncertain.

The CJEU went on to state that if a competent supervisory authority believes that the standard contractual clauses cannot be complied with in the destination country and the required level of protection cannot be secured by other means, such supervisory authority is under an obligation to suspend or prohibit that transfer.

The European Commission has published revised standard contractual clauses for data transfers from the EEA: the revised clauses must be used for relevant new data transfers from September 27, 2021; existing standard contractual clauses arrangements must be migrated to the revised clauses by December 27, 2022.

We will be required to implement the revised standard contractual clauses, in relation to relevant existing contracts and certain additional contracts and arrangements, within the relevant time frames.

There is some uncertainty around whether the revised clauses can be used for all types of data transfers, particularly whether they can be relied on for data transfers to non-EEA entities subject to the GDPR.

The European Commission has adopted an adequacy decision in favor of the UK, enabling data transfers from EU member states to the UK without additional safeguards.

However, the UK adequacy decision will automatically expire in June 2025 unless the European Commission re-assesses and renews/extends that decision, and remains under review by the Commission during this period.

acceptable levels of reimbursement for our tests or meaningful increases in our physician customer base.

A person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or specific intent to violate it in order to have committed a violation;

These prohibitions apply regardless of any intent by the parties to induce or reward referrals or the reasons for the financial relationship and the referral;

In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute or Stark Law constitutes a false or fraudulent claim for purposes of the civil False Claims Act;

Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

- the federal Physician Payments Sunshine Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to the

| | |

| --- | --- |

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

While the global financial markets have showed general signs of improvement, uncertainty remains.

In June 2016, a majority of voters in the UK elected to withdraw from the European Union in a national referendum (Brexit).

In March 2017, the government of the UK formally gave notice of its intent to withdraw from the EU.

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.

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.

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.

Before we can use a second manufacturing site, we must obtain the approval of regulatory authorities, and because this process is expensive, we generally have not sought approvals needed to manufacture at an additional site.

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

States.

policies that are subject to deductibles and limitations.

business associates with whom such entities contract for services, including another one of our subsidiaries, Eye Care Prime LLC, which offers value-added software solutions for eye care professionals.

In addition, the GDPR increases the

Additionally, recent reform proposals have introduced greater uncertainty with respect to tax and trade policies, tariffs and government regulations affecting trade between the United States and other countries.

Major developments in tax policy or trade relations could have a material effect on our balance sheet and results of operations.

Unlike directives, which must be implemented into the national laws of the European Economic Area (EEA) member states, the regulations would be directly applicable (i.e., without the need for adoption of EEA member State laws implementing them) in all EEA member states and are intended to eliminate current differences in the regulation of medical devices among EEA member states.

MDR was to become applicable in May 2020, but on April 23, 2020, to take the pressure off EEA national authorities, notified bodies, manufacturers and other actors so they can focus fully on urgent priorities related to the COVID 19 pandemic, the European Council and Parliament adopted Regulation 2020/561, postponing the date of application of the Medical Devices Regulation by one year (to May 2021).

Once applicable, the new regulations will, among other things:

approval.

| • | the federal Physician Payments Sunshine Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to the CMS, information related to payments and other “transfers of value” made to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, as well as ownership and investment interests held by such healthcare professionals and their immediate family members. Beginning in 2022, applicable manufacturers also will be required to report such information regarding payments and transfers of value provided during the previous year to physician assistants, nurse practitioners, clinical nurse specialists, certified nurse anesthetists and certified nurse-midwives; and |

Participation in these programs and

Medical device

regulatory requirements on us, or otherwise impact our ability to market our currently approved or cleared products.

will be introduced from time to time both in the United States and in foreign countries in the future.

and conduct our tests, in full or in particular states, which would adversely impact our diagnostic testing business, operating results, and financial condition.

For instance, in fiscal 2019, we were required to pay additional taxes resulting from an inquiry in the United Kingdom related to the transfer out of the country of certain intellectual property rights in connection with a 2014 acquisition.

between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates.

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

We are not yet able to reasonably estimate the expected impact.

In this section, we discuss the results of our operations for fiscal [removed: 2020] [added: 2021] compared with fiscal [removed: 2019.][added: 2020.]

We discuss our cash flows and current financial condition under “Capital Resources and Liquidity.” For a discussion related to fiscal [removed: 2019] [added: 2020] compared with fiscal [removed: 2018,] [added: 2019,] 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: 2019,] [added: 2020,] which was filed with the United States Securities and Exchange Commission (SEC) on December [removed: 20, 2019,] [added: 11, 2020,] and is available on the SEC's website at www.sec.gov and our Investor Relations website at investor.coopercos.com.

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 [removed: of America] (GAAP).

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

[removed: | • |] [added: -] *Constant currency* \- Constant currency is defined as excluding the effect of foreign currency fluctuations. [removed: |]

The World Health Organization categorized the [removed: Coronavirus disease 2019 (COVID-19)] [added: COVID-19] as a pandemic.

[removed: This has] [added: These factors have] had, and [removed: we believe will continue to] [added: in the future may] have, an adverse effect on our sales, operating results and cash flows.

These include, but are not limited to, the spread, duration and severity of the pandemic outbreak and any subsequent waves of additional outbreaks, [added: including the emergence and spread of variants of the COVID-19 virus,] 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.

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, [added: inflation,] changes in tax legislation, debt concerns, the uncertainty [removed: during and after the transition period] following the United [removed: Kingdom's] [added: Kingdom (UK)'s] withdrawal from the EU, changes to existing [removed: regulations] and new regulations, global trade barriers including additional tariffs and the trend of consolidations within the health care industry could impact our current performance and continue to represent a risk to our future performance.

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

We believe that there will be lower contact lens wearer dropout rates as technology improves and enhances the [added: wearing experience through a combination of improved designs and materials and the growth of preferred]

[removed: wearing experience through a combination of improved designs and materials and the growth of preferred] modalities such as single-use and monthly wearing options.

CooperVision also competes in the myopia management and specialty eye care markets with products such as [removed: ortho-k] [added: orthokeratology (ortho-k)] and scleral lenses.

[removed: On August 7, 2020, CooperVision completed the acquisition of a] [added: - A] privately-held [removed: U.S] [added: US] contact lens manufacturer focusing on ortho-k [removed: lenses.][added: lenses on August 7, 2020]

[removed: CooperSurgical acquired a] [added: - A] privately-held distributor of IVF medical devices and systems on December 13, [removed: 2019.][added: 2019]

*Capital Resources -* At October 31, [removed: 2020,] [added: 2021,] we had [removed: $115.9] [added: $95.9] million in unrestricted cash, primarily held outside the United States, and [removed: $754.6] [added: $742.6] million available under our 2020 Revolving Credit Facility.

Debt outstanding at October 31, [removed: 2020] [added: 2021] primarily consisted of:

[removed: | • |] [added: -] $850.0 million term loan entered into on April 1, 2020 [removed: |]

[removed: | • | $534.0] [added: - $546.1] million drawn under our 2020 Revolving Credit Facility entered into on April 1, 2020 [removed: |]

[added: The UK’s Financial Conduct Authority (FCA), 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: The Company has] [added: We have] material contracts that are indexed to LIBOR and [removed: is] [added: are] continuing to monitor this activity and evaluate the related risk.

[removed: We are] continuing to evaluate the scope of impacted contracts and the potential impact.

While the notional value of agreements potentially indexed to LIBOR is material, we [removed: are] [added: do] not [removed: yet able] [added: expect a material impact on our financial statements related] to [removed: reasonably estimate the expected impact.][added: this transition.]

[removed: 2020] [added: 2021] Compared with [removed: 2019][added: 2020]

[removed: ][added: ]

Highlights: [removed: 2020] [added: 2021] vs. [removed: 2019][added: 2020]

[removed: | • |] [added: -] Operating income [removed: decreased 43%] [added: increased by 62%] to [removed: $311.8] [added: $505.8] million from [removed: $546.7] [added: $311.8] million [removed: |]

[removed: | • |] [added: -] Interest expense decreased to [removed: $36.8] [added: $23.1] million from [removed: $68.0] [added: $36.8] million due to lower average debt balances and lower interest rates [removed: |]

[removed: | • |] [added: -] Diluted earnings per share [removed: decreased 48%] [added: increased by 1,131%] to [removed: $4.81] [added: $59.16] from [removed: $9.33 |][added: $4.81]

[removed: | • |] [added: -] Operating cash flow [removed: decreased 32%] [added: increased by 52%] to [removed: $486.6] [added: $738.6] million from [removed: $713.2] [added: $486.6] million. [removed: |]

| Years Ended October 31, | [added: | | 2021 | | | | | |] 2020 | | | [removed: 2019] | | [removed: 2020] [added: | 2021] vs. [removed: 2019] [added: 2020] % Change in Absolute Values | | [added: |]

| Net sales | [added: | |] 100 | [added: |] % | | [added: | |] 100 | [added: |] % | [removed: (8] | [removed: )%] | [added: | 20 | | % |]

| Cost of sales | [removed: 37] | [added: | 33 | |] % | | [removed: 34] | [added: | 37 | |] % | [removed: —] | [added: | | 8 | |] % |

| Gross profit | [removed: 63] | [added: | 67 | |] % | | [removed: 66] | [added: | 63 | |] % | [removed: (13] | [removed: )%] | [added: | 27 | | % |]

| Selling, general and administrative expense | [added: | |] 41 | [added: |] % | | [removed: 38] | [added: | 41 | |] % | [removed: —] | [added: | | 22 | |] % |

| Research and development expense | [removed: 4] | [added: | 3 | |] % | | [removed: 3] | [added: | 4 | |] % | [removed: 8] | [added: | | (1) | |] % |

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

| Operating income | [removed: 13] | [added: | 17 | |] % | | [removed: 21] | [added: | 13 | |] % | [removed: (43] | [removed: )%] | [added: | 62 | | % |]

[removed: | • |] [added: -] Spherical lenses including lenses that correct near- and farsightedness uncomplicated by more complex visual [removed: defects |][added: defects; and]

[removed: | • |] [added: -] Toric and multifocal lenses including lenses that, in addition to correcting near- and farsightedness, address more complex visual defects such as astigmatism and presbyopia by adding optical properties of cylinder and axis, which correct for irregularities in the shape of the cornea. [removed: |]

In August 2021, CooperVision received Chinese National Medical Products Administration (NMPA) approval for its MiSight® 1 day lens for use in China.

CooperVision acquired the following entities during fiscal 2021:

- A privately-held UK contact lens manufacturer on April 26, 2021

- A privately-held medical device company on January 19, 2021

CooperVision acquired the following entity during fiscal 2020:

CooperSurgical acquired the following entities during fiscal 2021:

- A privately-held medical device company that develops single-use illuminating medical devices on May 3, 2021

- A privately-held medical device company on March 1, 2021

- A privately-held medical device company on February 1, 2021

- A privately-held in vitro fertilization (IVF) cryo-storage software solutions company on December 31, 2020

CooperSurgical acquired the following entity during fiscal 2020:

On November 6, 2021, subsequent to the fiscal year ended October 31, 2021, CooperSurgical entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire Generate Life Sciences, a privately held leading provider of donor egg and sperm for fertility treatments, fertility cryopreservation services and newborn stem cell (cord blood and cord tissue) storage.

The aggregate consideration is

$1.605 billion in cash, subject to adjustment as set forth in the Merger Agreement.

The transaction is anticipated to close in the first quarter of fiscal 2022 and is subject to customary closing conditions, including regulatory approval.

See Note 15.

Subsequent Events of the Consolidated Financial Statements for additional information.

On November 2, 2021, subsequent to the fiscal year ended October 31, 2021, we entered into a 364-day, $840.0 million, term loan agreement by and among us, the lenders party thereto and The Bank of Nova Scotia, as administrative agent, which matures on November 1, 2022.

We used part of the funds to partially repay outstanding borrowings under the 2020 Revolving Credit Facility and for general corporate purposes.

See Note 15.

Subsequent Events of the Consolidated Financial Statements for additional information.

Assets Held for Sale

On February 2, 2021, CooperVision entered into a stock purchase agreement to sell 50% of the equity interest in a wholly-owned subsidiary that was acquired by CooperVision on January 19, 2021.

The closing of this transaction is subject to certain closing conditions including required regulatory approvals.

We intend to operate the previously wholly-owned subsidiary as a joint venture with the purchaser of the 50% interest once the transaction is closed.

We concluded the substantive terms of the joint venture during the third quarter of fiscal 2021, and as of July 31, 2021, the assets and liabilities of this disposal group were reclassified as held for sale.

On August 1, 2021, CooperVision entered into a stockholders agreement, which outlines the terms regarding the operation and management of the joint venture.

As of October 31, 2021, we were in the process of finalizing the joint venture related ancillary agreements, and the disposal group continues to be classified as held for sale.

We did not record any impairment in fiscal 2021, and this disposal did not qualify as a discontinued operation.

See Note 3.

Acquisitions and Assets Held for Sale of the Consolidated Financial Statements for additional information.

In March 2021, the FCA confirmed its intention to stop requiring banks to submit rates required to calculate LIBOR after 2021.

However, for U.S. dollar-denominated (USD) LIBOR, only one-week and two-month USD LIBOR will cease to be published after 2021, and all remaining USD LIBOR tenors will continue being published until June 2023.

We are

- Gross margin increased to 67% of net sales compared with 63% in fiscal 2020

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

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

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| | | | $ | 2,152.0 | | | | | | | | | | | $ | 1,843.0 | | | | | | | | | | | 17 | | % |

| | |

| --- | --- |

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

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

On December 28, 2018, CooperVision completed the acquisition of a privately-held scleral lens company, which expands CooperVision's specialty and scleral lens portfolio.

On December 31, 2018, CooperSurgical acquired a privately-held U.S. medical device company that develops mechanical surgical solutions for skin closure.

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

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

| • | 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 |

| | | | | | | | |

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

| Gain on sale of an intangible | — | % | | 1 | % | — | % |

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

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

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

| • | The COVID-19 pandemic has negatively impacted our business. Net sales in fiscal 2020 declined by 7%, compared to fiscal 2019. Customers have either slowed down purchases or delayed orders due to a desire to reduce inventories, reduced contact lens wear driven by limited social interaction and lack of patient access on account of certain office closures and reduced access as offices reopen. We started experiencing downward pressure on net sales when markets started closing during our second quarter of fiscal 2020 as social restrictions were put in place and the offices of health care providers were closed |

| • | CooperVision’s net sales declined across product categories and all our markets, however the net sales decline was partially offset by higher sales of MyDay, MiSight and Biofinity Energys |

| • | Foreign exchange rates negatively impacted sales by approximately $2.4 million, compared to a negative impact of $53.6 million in fiscal 2019. In fiscal 2020, net sales decreased 6% in constant currency over the prior year |

CooperVision's regional reduction in net sales was primarily attributable to disruption from the COVID-19 pandemic.

| | | $ | 587.9 | | | $ | 680.5 | | | (14 | )% |

| • | We have experienced COVID-19 pandemic-related economic disruptions and decline in net sales during fiscal 2020. We experienced downward pressure on revenue when major markets started closing as social restrictions were put in place and the offices of certain health care providers were closed. In response to the COVID-19 pandemic, as a precautionary measure, certain health care facilities and medical offices were closed or restricted access and surgeries and elective medical procedures and exams have been deferred or canceled. Further, there has been a significant reduction in physician office visits, and healthcare centers have postponed or canceled capital purchases |

| • | Office and surgical products decreased compared to the prior year mainly due to reduction in PARAGARD IUD sales. Further, there has been a reduction in revenue from other surgical products such as Uterine Manipulators and Closure products, partially offset by an increase in revenue from Incisive Surgical and Endosee products |

| • | We expect to continue seeing downward pressure on net sales if the COVID-19 pandemic continues, hospitals and healthcare centers continue to restrict access, and social distancing measures continue. |

Consolidated Gross Margin decreased in fiscal 2020 to 63% compared to 66% of fiscal 2019 due to:

| • | Decreased revenue due to negative impact of COVID-19 pandemic |

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

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

| | $ | 992.5 | | | 41 | % | | $ | 996.2 | | | 38 | % | | — | % |

SGA expense remained relatively flat in fiscal 2020 compared with fiscal 2019.

CooperVision's SGA remained relatively flat in fiscal 2020 compared to fiscal 2019 primarily due to advertising and marketing activities, including MiSight and increase in G&A costs, partially, offset by lower travel expenses.

CooperVision's SGA in fiscal 2019 included $7.1 million of acquisition costs, integration costs and costs related to new product launches.

CooperSurgical's SGA in fiscal 2019 included $19.6 million of acquisition and integration expenses of acquired companies, as well as MDR costs.

Corporate SGA increased in fiscal 2020 compared to fiscal 2019 primarily due to higher share-based compensation expense.

| | $ | 93.3 | | | 4 | % | | $ | 86.7 | | | 3 | % | | 8 | % |

| • | The increase in CooperSurgical's R&D in fiscal 2020 compared to fiscal 2019 was primarily due to increased investment activities in developing new products and services and upgrades of existing products. CooperSurgical has not paused research programs during the COVID-19 |

As a percentage of sales, R&D expense increased due to increased investment in developing new products coupled with a decline in sales.

| • | CooperSurgical's R&D activities include diagnostics, IVF product development and the design and upgrade of surgical procedure devices. |

| | $ | 137.2 | | | 6 | % | | $ | 145.8 | | | 5 | % | | (6 | )% |

CooperVision amortization expense decreased in fiscal 2020 compared to fiscal 2019 due to certain intangible assets becoming fully amortized.

Gain on Sale of an Intangible Asset

At October 31, [removed: 2020,] [added: 2021,] 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: $30.9] [added: $39.6] million in operating income for the fiscal year ended October 31, [removed: 2020.][added: 2021.]

Risk Factors - "*Our substantial and expanding international operations are subject to uncertainties which could affect our operating [removed: results.*”] [added: results.*"] and [removed: See] Note 1.

On April 6, 2020, we entered into six interest rate swap contracts to hedge [removed: variable] [added: our exposure to changes in] cash flows associated with [removed: LIBOR.][added: our variable rate debt.]

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

The outstanding contracts as of October 31, [removed: 2020] [added: 2021] have a total notional amount of [removed: $1.4] [added: $1.0] billion.

We did not have any cross-currency swaps or foreign currency forward contracts as of October 31, [removed: 2020.][added: 2021.]

On October 16, 2020, we entered into a 364-day, $350.0 million, term loan agreement by and among us, the lenders party thereto and The Bank of Nova Scotia, as administrative [removed: agent] [added: agent,] which [removed: matures] [added: matured] on October 15, 2021.

[removed: We] [added: The Company] used [added: part of] the funds to partially repay outstanding borrowings under the 2020 Revolving Credit Facility [removed: (as defined below).][added: and for general corporate purposes.]

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

[added: At October 31, 2021, we had $742.6 million available under the 2020] Revolving Credit Facility and $850.0 million outstanding under the 2020 Term Loan Facility.

The interest rate on the 2020 Term Loan Facility was [removed: 1.15%] [added: 0.96%] at October 31, [removed: 2020.][added: 2021.]

At maturity, [removed: on September 25, 2020,] outstanding amounts under [removed: the 2019 Term Loan Agreement] [added: this agreement] were fully repaid using borrowings under the 2020 Revolving Credit Facility.

| October 31, (In millions) | [removed: 2020] | | [added: 2021] | | [removed: 2019] | | | [added: | 2020 | | |]

| Short-term debt | [added: | |] $ | [removed: 409.4] [added: 83.0] | | | [added: | |] $ | [removed: 563.7] [added: 409.4] | |

| Long-term debt | [removed: 1,384.2] | | [added: 1,396.3] | | [removed: 1,264.2] | | | [added: | 1,384.2 | | |]

| Less: unamortized debt issuance cost | [removed: (0.4] | | [removed: )] [added: (0.3)] | | [removed: (1.6] | | [removed: )] | [added: | (0.4) | | |]

| Total | [added: | |] $ | [removed: 1,793.2] [added: 1,479.0] | | | [added: | |] $ | [removed: 1,826.3] [added: 1,793.2] | |

If interest rates were to increase or decrease by 1% or 100 basis points, annual interest expense would increase or decrease by approximately [removed: $10.2] [added: $4.8] million based on average debt outstanding, after consideration of our interest rate swap contracts, for fiscal [removed: 2020.][added: 2021.]

Risk Factors - [removed: *“We] [added: "*We] are vulnerable to interest rate risk with respect to our [removed: debt.”*] [added: debt.*"] and Note 1.

On November 2, 2021, subsequent to the fiscal year ended October 31, 2021, the Company entered into a 364-day, $840.0 million, term loan agreement by and among the Company, the lenders party thereto and The Bank of Nova Scotia, as administrative agent which matures on November 1, 2022.

See Note 15.

Subsequent Events of the Consolidated Financial Statements for additional information.

The 2020 Credit Agreement provides for (a) a multicurrency

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

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

At October 31, 2020, we had $350.0 million outstanding under this agreement.

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

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

On September 27, 2019, we extended the maturity of the 2018 Term Loan Agreement to September 25, 2020 and increased the amount to $500.0 million (as so amended, the 2019 Term Loan Agreement).

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

| | | | | | | | |

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

[removed: Acquisitions also] [added: Further, acquisitions] expanded CooperVision's access to myopia management and specialty eye care markets with new products, such as orthokeratology (ortho-k) and scleral lenses.

[removed: Further,] CooperVision offers contact lenses in a variety of materials including silicone hydrogel Aquaform® technology and phosphorylcholine technology (PC) Technology™.

[removed: | • |] [added: -] Spherical lenses including lenses that correct near- and farsightedness uncomplicated by more complex visual defects. [removed: |]

[removed: | • |] [added: -] Toric and multifocal lenses including lenses that, in addition to correcting near- and farsightedness, address more complex visual defects such as astigmatism and presbyopia by adding optical properties of cylinder and axis, which correct for irregularities in the shape of the cornea. [removed: |]

CooperVision uses [removed: three] different manufacturing [removed: processes] [added: processes, primarily cast molding,] to produce its [removed: lenses: lathing, cast molding and FIPS™, a cost-effective combination of lathing and molding.][added: lenses.]

We believe this [removed: manufacturing flexibility] allows CooperVision to compete in its markets by:

[removed: | • |] [added: -] Producing high, medium and low volumes of lenses made with a variety of materials for a broader range of market niches: single-use, two-week, monthly and quarterly disposable sphere, toric and multifocal [removed: lenses and] [added: lenses,] custom toric lenses for patients with a high degree of [removed: astigmatism. |][added: astigmatism, and myopia management contact lenses.]

[removed: | • |] [added: -] Offering a wide range of lens parameters, leading to a higher rate of successful fitting for practitioners and better visual acuity for patients. [removed: |]

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

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

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

With MiSight, CooperVision offers the only FDA approved [added: and first Chinese NMPA approved] product to control the progression of myopia in children.

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

[removed: This acquisition expands] [added: These acquisitions expanded] CooperVision’s specialty eye care portfolio and its leadership in addressing the increasing severity and prevalence of myopia.

[removed: ][added: ]

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

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

The attention in maternity care to improving [removed: the safety] [added: access to safe, effective,] and [removed: efficacy of] [added: equitable] obstetrical care continues.

This [added: overall] trend [added: of consolidation of healthcare systems] includes the increasing influence of supply chain controls, such as value analysis committees, on product evaluation and [removed: procurement.][added: procurement across these care-delivery systems.]

Recent trends [added: of patient-centered, value-based care] in the United States market include the development of more cost-effective health care delivery models, including moving treatment out of hospitals and surgery centers and into the office setting without compromising care.

Some significant features of [removed: this] [added: the OB/GYN] market are:

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

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

[removed: | • | Office based] [added: - Office-based] procedures are increasing given high patient satisfaction, reduction of health system cost and comparative clinical outcomes. [removed: |]

[removed: | • |] [added: -] Hysterectomy and cesarean section remain common hospital surgical interventions in women worldwide. [removed: |]

[removed: | • | Infertility rates are increasing globally.] [added: -] Patient awareness [added: of] and access [added: to services] are [removed: also on the rise. |][added: increasing at a rapid pace.]

[removed: | • |] [added: -] Initial evaluation and treatments for infertility, such as [added: uterine assessment,] ovulatory medications and intrauterine insemination (IUI), begin with the OB/GYN then transition to fertility clinics. [removed: |]

[removed: ][added: ]

CooperSurgical's strategy includes developing and acquiring new [removed: products.][added: solutions.]

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, [removed: Boston Scientific,] Hologic and Medtronic.

[added: 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.

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

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

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

The Company employs approximately [removed: 200] [added: 300] people in research and development.

CooperVision's product development and clinical research is supported by internal and external specialists in lens design, formulation science, polymer chemistry, [added: engineering,] clinical trials, microbiology and biochemistry.

CooperSurgical conducts research and development in-house and has consulting agreements with external [removed: specialists.][added: specialists in software, hardware and electrical engineering, genetic science and embryology.]

The FDA classifies medical devices into one of three [removed: classes - Class] [added: classes—Class] I, II or [removed: III - depending] [added: III—depending] on the degree of risk associated with each medical device and the extent of control needed to ensure its safety and effectiveness.

Class I devices are 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 [removed: registration and product listing, reporting of adverse medical events, and appropriate, truthful and non-misleading labeling, advertising, and promotional materials (General Controls).]

[added: The device sponsor must fulfill] more rigorous PMA requirements, or can request a risk-based classification determination for the device in accordance with the *de novo* process, which is a route to market for novel medical devices that are low to moderate risk and are not substantially equivalent to a predicate device.

In August 2021, CooperVision received Chinese National Medical Products Administration (NMPA) approval for its MiSight® 1 day lens for use in China.

In fiscal 2021, CooperVision acquired a privately held medical device company and a privately-held UK contact lenses manufacturer.

Single-use spheres – Our single-use lens portfolio includes clariti 1 day, MyDay, MiSight, Proclear 1 day and Biomedics 1 day

Toric – Toric lenses include Biofinity toric, MyDay toric, clariti 1 day toric, Biomedics toric, Proclear toric and Avaira Vitality toric

Multifocal – Multifocal lenses include Biofinity multifocal, Biofinity toric multifocal, clariti 1 day multifocal, MyDay multifocal and Proclear 1 day multifocal

Non single-use sphere, other – Our FRP (frequent replacement product) lens portfolio and other include Biofinity, Biofinity Energys, Avaira Vitality, Biomedics, Proclear, clariti, ortho-k, scleral and custom lens, solutions and other

One of CooperSurgical’s focus areas is key accounts which include large group practices, integrated delivery networks and certain buying groups within the office/surgical business and fertility clinic networks within the fertility business.

We believe our portfolio of offerings and focus on service, quality and clinical education will support the accelerated growth of our business in the key account groups.

In fiscal 2021, CooperSurgical acquired three privately-held medical device companies and one privately-held in vitro fertilization (IVF) cryo-storage software solutions company.

On November 6, 2021, subsequent to the fiscal year ended October 31, 2021, CooperSurgical entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire Generate Life Sciences, a privately held leading provider of donor egg and sperm for fertility treatments, fertility cryopreservation services and newborn stem cell (cord blood and cord tissue) storage.

The aggregate consideration is $1.605 billion in cash, subject to adjustment as set forth in the Merger Agreement.

The transaction is anticipated to close in the first quarter of fiscal 2022 and is subject to customary closing conditions, including regulatory approval.

See Note 15.

Subsequent Events of the Consolidated Financial Statements for more details.

We expect to see continued changes in reimbursement and clinical best practices as payment models and policies continue to evolve.

Approximately a third of gynecology office visits are related to abnormal uterine bleeding.

CooperSurgical expects growth in fertility treatments as:

- Infertility rates are increasing globally, and there is a significant unmet need for fertility services.

- The number of fertility clinics is rising worldwide.

- The fertility market is fueled by dynamics such as increasing maternal age, single parents by choice, and LGBTQ+ identifying individuals starting families.

Office/Surgical – Our significant office and surgical products include PARAGARD, Uterine Manipulators, Retractors, Closure products, Point-of-Care products, LEEP products, Endosee, Illuminate and Fetal Pillow

Fertility – Our significant fertility products and services include fertility consumables, fertility equipment, Embryo Options and preimplantation genetic testing

Additionally, services offered to clinics and families undergoing assisted reproductive technologies include embryo screening testing, genetic counseling and management of storage options.

CooperSurgical competes with a large number of competitors in the fertility market including Vitrolife, FujiFilm-Irvine Scientific, Cook, Hamilton Thorne, Natera and Invitae.

Medical Device Regulation in the United States

registration and product listing, reporting of adverse medical events, and appropriate, truthful and non-misleading labeling, advertising, and promotional materials (General Controls).

penalties.

The FDA may approve a PMA application with post-

These include: establishment registration and device listing with the FDA; the QSR, which requires manufacturers to follow design, testing, production, control, complaint handling, documentation and other quality assurance procedures during the manufacturing process; labeling regulations, which prohibit the

LDTs.

In June 2021, a revised version of the VALID Act was reintroduced in both the House and the Senate.

Failure to comply with the applicable U.S. requirements at any time during the product

These include a variety of administrative or

*Regulation of Medical Devices and In Vitro Diagnostic Medical Devices in the European Union*

The EU has adopted specific directives and regulations regulating the design, manufacture, clinical investigations, conformity assessment, labeling and adverse event reporting for medical devices (including in vitro diagnostic medical devices (IVDs)).

In the EU, until May 25, 2021, medical devices were regulated by the Council Directive 93/42/EEC, or the EU Medical Devices Directive, which has been repealed and replaced by Regulation (EU) No 2017/745 (the EU MDR).

Unlike directives, regulations are directly applicable in all EU member states without the need for member states to implement into national law.

IVDs are currently regulated by the EU In Vitro Diagnostic Medical Devices Directive (Directive 98/79/EC) (the IVDD).

However, on April 5, 2017, Regulation (EU) 2017/746 of the European Parliament and of the Council on IVDs and repealing Directive 98/79/EC and Commission Decision 2010/227/EU (the EU IVDR) was adopted to establish a modernized and more robust EU legislative framework, with the aim of ensuring better protection of public health and patient safety.

The EU IVDR will become applicable five years after publication (on

| | |

| --- | --- |

In fiscal 2019, CooperVision

acquired a privately-held scleral lens company, which expands CooperVision's specialty and scleral lens portfolio.

In fiscal 2019, CooperSurgical acquired a privately-held U.S. medical device company that develops mechanical surgical solutions for skin closure.

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

We expect this trend to continue.

While general medical practitioners play an important role in women's primary care, the OB/GYN specialist is the primary market for our medical devices.

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

CooperSurgical leverages its relationship with gynecologic

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 FujiFilm-Irvine Scientific and competitors in fertility and familial reproductive genetic testing that include Natera, Invitae and Igenomix.

Medical Device and Pharmaceutical Regulation

The device sponsor must fulfill

clarification of information already provided, and the FDA may issue a major deficiency letter to the applicant, requesting the applicant's response to deficiencies communicated by the FDA.

the study.

The Framework Guidance stated that FDA intended to modify its policy of

However, the IVDR will regulate the testing of human embryos which will be classified as Class C.

In addition, even though we commercialize our tests as LDTs, our tests may in the future become subject to more onerous regulation by the FDA.

trials to assess new safety risks, or imposition of distribution or other restrictions under a REMS program, among other consequences.

Latin American countries.

In May 2017, the MDR (Regulation 2017/745) was adopted.

The MDR was originally scheduled to become applicable three years after publication (in May 2020), however due to the COVID 19 pandemic, the enforcement date was delayed by 12 months; the new enforcement date is May 26, 2021.

Once applicable, the new regulations will bring significant new requirements for many medical devices, including enhanced requirements for clinical evidence and documentation, increased focus on device identification and traceability, and additional post market surveillance and vigilance.

Compliance with the MDR will require re-certification of many of our products to the enhanced standards.

Further, products sold as IVDs in Europe will be regulated under the In Vitro Diagnostics Directive (98/79/EC).

A new regulation, the IVDR (EU) 2017/746, the IVDR, has been released and will become fully enforceable in 2022.

These regulations include requirements for both presentation and review of performance data and quality-system requirements.

In addition, a claim including items or

On March 2, 2020, the U.S. Supreme Court granted the petitions for writs of certiorari to review the constitutionality of the ACA, although it is unclear when or how the Supreme Court will rule.

The relationship between the United Kingdom and the EU in relation to certain aspects of data protection law remains unclear, for example around how data can lawfully be transferred between each jurisdiction, which exposes us to further compliance risk.

journal advertisements.

Restrictions on the use of certain Hazardous Substances in electrical and electronic equipment (RoHS) and Registration, Evaluation, Authorization and Restriction of Chemical substances, or REACH.

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees.

The principal purposes of our equity incentive plans are to attract, retain and motivate selected employees, consultants and directors through the granting of stock-based compensation awards.

[removed: FORM 10-K][added: FORM 10-K]

| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

FOR THE FISCAL YEAR [removed: ENDED OCTOBER] [added: ENDED OCTOBER] 31, [removed: 2020][added: 2021]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

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

| Delaware | [added: | |] 94-2657368 | [added: | |]

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

6101 Bollinger Canyon [removed: Road,][added: Road,]

San [removed: Ramon, California, 94583][added: Ramon, California, 94583]

[removed: (925) 460-3600][added: (925) 460-3600]

| Title of each class | | [added: | | | |] Trading Symbol | | [added: | | | |] Name of each exchange on which registered | [added: | |]

| Common Stock, $.10 par value | | [added: | | | |] COO | | [added: | | | |] The New York Stock Exchange | [added: | |]

On December 1, [removed: 2020,] [added: 2021,] there were [removed: 48,846,639] [added: 49,148,211] shares of the registrant's common stock held by non-affiliates with aggregate market value of [removed: $14.1] [added: $20.2] billion based on the closing price of a share of the registrant's common stock on April 30, [removed: 2020,] [added: 2021,] 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 December 1, [removed: 2020: 49,123,730][added: 2021: 49,408,020]

| Document | | [added: | | | |] Part of Form 10-K | [added: | |]

| Portions of the Proxy Statement for the Annual Meeting of Stockholders scheduled to be held in March [removed: 2021] [added: 2022] | | [added: | | | |] Part III | [added: | |]

| PART I | | [added: | | | |] Page | [added: | |]

| Item 1. | [added: | |] Business | [removed: [7](#s26A1D8C3AC685AC785408E24102AF3E9)] | [added: | [7](#i698ee8c4a8fe4a64a20893a972f6ed26_16) | | |]

| Item 1A. | [added: | |] Risk Factors | [removed: [27](#s5B672B28E207520CB69D2ED69CB8C244)] | [added: | [32](#i698ee8c4a8fe4a64a20893a972f6ed26_19) | | |]

| Item 1B. | [added: | |] Unresolved Staff Comments | [removed: [50](#s54EE25DFDE1A562E9E7905DBCB6F5179)] | [added: | [58](#i698ee8c4a8fe4a64a20893a972f6ed26_22) | | |]

| Item 2. | [added: | |] Properties | [removed: [51](#s9456DA08C87B5C63ACEDEDA531895EB3)] | [added: | [59](#i698ee8c4a8fe4a64a20893a972f6ed26_25) | | |]

| Item 3. | [added: | |] Legal Proceedings | [removed: [52](#s323964375309585EA3CE9A3FB92DBB1E)] | [added: | [60](#i698ee8c4a8fe4a64a20893a972f6ed26_28) | | |]

| Item 4. | [added: | |] Mine Safety Disclosures | [removed: [52](#sFBEDB5581263564CB84BBFD1E8980E71)] | [added: | [60](#i698ee8c4a8fe4a64a20893a972f6ed26_31) | | |]

| PART II | | | [added: | | | | | |]

| Item 5. | [added: | |] Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | [removed: [53](#s6F280C92DDB25269BCA57ED8FF03727C)] | [added: | [61](#i698ee8c4a8fe4a64a20893a972f6ed26_37) | | |]

| Item 6. | [added: | |] Selected Financial Data | [removed: [57](#sE8B926E77CBD5B518684590C2608F14B)] | [added: | [65](#i698ee8c4a8fe4a64a20893a972f6ed26_46) | | |]

| Item 7. | [added: | |] Management's Discussion and Analysis of Financial Condition and Results of Operations | [removed: [58](#sB81560E0C61D5AF9ADFF8DD94738A533)] | [added: | [66](#i698ee8c4a8fe4a64a20893a972f6ed26_49) | | |]

| Item 7A. | [added: | |] Quantitative and Qualitative Disclosure about Market Risk | [removed: [79](#sD331700A05D85F4698BE66EFBD9BA90B)] | [added: | [87](#i698ee8c4a8fe4a64a20893a972f6ed26_67) | | |]

| Item 8. | [added: | |] Financial Statements and Supplementary Data | [removed: [81](#s1EC4C2A822C35204909143A434DB4C7F)] | [added: | [89](#i698ee8c4a8fe4a64a20893a972f6ed26_70) | | |]

| Item 9. | [added: | |] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | [removed: [129](#sCFADC420096F54E193868077744D2709)] | [added: | [138](#i698ee8c4a8fe4a64a20893a972f6ed26_169) | | |]

| Item 9A. | [added: | |] Controls and Procedures | [removed: [129](#s1A84C33B269659DAAF6E6F68EFE30A56)] | [added: | [138](#i698ee8c4a8fe4a64a20893a972f6ed26_172) | | |]

| Item 9B. | [added: | |] Other Information | [removed: [130](#sC52F223DD21E50A895C97A8554D55DEF)] | [added: | [139](#i698ee8c4a8fe4a64a20893a972f6ed26_175) | | |]

| PART III | | | [added: | | | | | |]

| Item 10. | [added: | |] Directors, Executive Officers and Corporate Governance | [removed: [131](#sC3E4972F76B15FEEBE798CC33819D6DB)] | [added: | [140](#i698ee8c4a8fe4a64a20893a972f6ed26_181) | | |]

| Item 11. | [added: | |] Executive Compensation | [removed: [131](#sF93E26C385A1504EA637D7B1E17C0274)] | [added: | [140](#i698ee8c4a8fe4a64a20893a972f6ed26_184) | | |]

| Item 12. | [added: | |] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | [removed: [131](#sCD8DC448D7405E6A85FB1DB22859B4B5)] | [added: | [140](#i698ee8c4a8fe4a64a20893a972f6ed26_187) | | |]

| Item 13. | [added: | |] Certain Relationships and Related Transactions, and Director Independence | [removed: [131](#s2602916EDA465A12ABA114A11278A30F)] | [added: | [140](#i698ee8c4a8fe4a64a20893a972f6ed26_190) | | |]

| Item 14. | [added: | |] Principal Accounting Fees and Services | [removed: [131](#s57BA443EAF3F5A519EBD47F76C7E9829)] | [added: | [140](#i698ee8c4a8fe4a64a20893a972f6ed26_193) | | |]

| PART IV | | | [added: | | | | | |]

| Item 15. | [added: | |] Exhibits and Financial Statement Schedules | [removed: [132](#s9D6FA9290AB75A2EBFC3BCA25FB63B5D)] | [added: | [141](#i698ee8c4a8fe4a64a20893a972f6ed26_199) | | |]

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for the Fiscal Year Ended October 31, 2021

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| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [139](#i698ee8c4a8fe4a64a20893a972f6ed26_2093) | | |

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- Risks related to environmental, social and corporate governance (ESG) issues, including those related to climate change and sustainability.

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The following is a summary of Cooper's principal facilities as of October 31, [removed: 2020.][added: 2021.]

We generally lease our office and operations facilities but own several manufacturing and research and development facilities, including [removed: 224,533] [added: 226,342] 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 York and 33,630 square feet in Texas.

| Location | [added: | |] Approximate Square Feet | | | [added: | | |] Operations | [added: | |]

| *AMERICAS* | | | | | [added: | | | | | | |]

| United States: | | | | | [added: | | | | | | |]

| California | [removed: 109,900] | | [added: 129,540] | [added: | | | | |] Executive offices; CooperVision research and development and administrative offices; CooperSurgical [removed: laboratory] [added: manufacturing and office] | [added: | |]

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

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

| Texas | [added: | |] 36,113 | | | [added: | | |] CooperSurgical [added: sales / commercial offices,] manufacturing [added: and office] | [added: | |]

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

| Costa Rica | [removed: 167,066] | | [added: 168,002] | [added: | | | | |] CooperVision and CooperSurgical manufacturing and [removed: office] [added: offices] | [added: | |]

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

| Canada | [removed: 30,625] | | [added: 25,154] | [added: | | | | |] CooperVision sales / commercial offices and CooperSurgical office | [added: | |]

| Other Americas | [removed: 159,392] | | [added: 114,197] | [added: | | | | |] CooperVision [added: manufacturing,] sales / commercial offices and distribution; CooperSurgical [removed: manufacturing,] sales / commercial offices and laboratory | [added: | |]

| *EMEA* | | | | | [added: | | | | | | |]

| United Kingdom | [removed: 793,796] | | [added: 797,647] | [added: | | | | |] CooperVision manufacturing, sales / commercial offices, distribution, research and development and administrative offices; CooperSurgical sales / commercial [removed: offices and] [added: offices,] manufacturing, [added: and] genetics lab | [added: | |]

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

| Belgium | [added: | |] 280,067 | | | [added: | | |] CooperVision distribution | [added: | |]

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

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

| Other EMEA | [removed: 258,038] | | [added: 286,128] | [added: | | | | |] CooperVision [removed: and] [added: sales / commercial offices;] CooperSurgical [added: manufacturing,] sales / commercial offices and distribution | [added: | |]

| *ASIA PACIFIC* | | | | | [added: | | | | | | |]

| Japan | [removed: 92,636] | | [added: 87,588] | [added: | | | | |] CooperVision sales / commercial, distribution and administrative offices; CooperSurgical laboratory, sales, marketing and distribution | [added: | |]

| Australia | [added: | |] 27,005 | | | [added: | | |] CooperVision sales / commercial, distribution and administrative offices; CooperSurgical sales / distribution offices | [added: | |]

| Other Asia Pacific | [removed: 89,359] | | [added: 96,780] | [added: | | | | |] CooperVision and CooperSurgical sales / commercial offices and distribution | [added: | |]

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Cooper's common stock, par value $0.10 per share, is traded on the New York Stock Exchange under the symbol “COO.” At December 1, [removed: 2020,] [added: 2021,] there were [removed: 303] [added: 287] common stockholders of record.

In dollar terms, we paid cash for dividends of $3.0 million in each of fiscal [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

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: 2020.][added: 2021.]

The graph assumes that the value of the investment in Cooper and in each index was $100 on October 31, [removed: 2015] [added: 2016] and assumes that all dividends were reinvested.

[removed: ][added: ]

*$100 invested on October 31, [removed: 2015] [added: 2016] in stock or index, including reinvestment of dividends.

Copyright© [removed: 2020] [added: 2021] Standard & Poor's, a division of S&P Global.

| | [removed: October 2015] | | [removed: | |] October 2016 | | | | [added: | |] October 2017 | | | | [added: | |] October 2018 | | | | [added: | |] October 2019 | | | | [added: | |] October 2020 | | | [added: | | | October 2021 | | |]

[removed: The Company's] [added: There was no] share repurchase activity during the three-month period ended October 31, [removed: 2020 was as follows:][added: 2021.]

The [removed: transactions described in the table above represent the repurchase of the Company’s common stock on the New York Stock Exchange as part of the] share repurchase program [added: was] approved by the Company’s Board of Directors in December 2011 (2012 Share Repurchase Program).

During the fiscal year ended October 31, [removed: 2020,] [added: 2021,] we repurchased a total of [removed: 160.8] [added: 69.6] thousand shares of common stock for [removed: $47.8] [added: $24.8] million at an average price of [removed: $296.9] [added: $356.6] per share under the repurchase program.

At October 31, [removed: 2020,] [added: 2021,] approximately [removed: $359.7] [added: $334.8] million remained authorized under the 2012 Share Repurchase Program.

The following table sets forth certain information as of October 31, [removed: 2020,] [added: 2021,] 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: 2020:][added: 2021:]

| Plan Category | [added: | |] Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) (A) | | [added: | | | |] Weighted-Average Exercise Price of Outstanding Options, Warrants and [removed: Rights (B)] [added: Rights (B)] | | [added: | | | |] Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column [removed: A) (C)] [added: A) (C)] | [added: | |]

| Equity compensation plans [added: not] approved by [removed: shareholders(2)] [added: shareholders] | [removed: 1,479,038] | | [removed: $213.53] [added: —] | | [removed: 2,120,189] | [added: | | | — | | | | | | — | | |]

| Equity compensation plans [removed: not] approved by [removed: shareholders] [added: shareholders(2)] | [removed: —] | | [removed: —] [added: 1,331,243] | | [removed: —] | [added: | | | $245.09 | | | | | | 1,917,390 | | |]

(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: 368,620] [added: 317,335] Restricted Stock Units granted pursuant to the Company's equity plans.

The total also includes [removed: 6,911] [added: 41,216] 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. (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 2019 Employee Stock Purchase Plan (the 2019 ESPP), which was approved by stockholders on March 18, 2019 and provides for the issuance of up to 1,000,000 shares of Common Stock, [added: the Second Amended] and [added: Restated 2006 Long-Term Incentive Plan for Non-Employee Directors of] the [added: Cooper Companies, Inc. (the 2006 Directors' Plan), which was approved by stockholders on March 16, 2011 and provided for the issuance of up to 950,000 shares of Common Stock, and the] 2020 [removed: Long Term] [added: Long-Term] Incentive Plan for Non-Employee Directors of the Cooper Companies, Inc. (the [removed: Directors] [added: 2020 Directors'] Plan), which was approved by stockholders on March 18, 2020 and provided for the issuance of up to 50,000 shares of Common Stock.

As of October 31, [removed: 2020,] [added: 2021,] up to [removed: 1,088,901] [added: 908,753] shares of Common Stock may be issued pursuant to the 2007 Plan, up to [removed: 988,359] [added: 970,784] shares of Common Stock may be issued pursuant to the 2019 ESPP and up to [removed: 42,929] [added: 37,853] shares of Common Stock may be issued pursuant to the 2020 [removed: Directors] [added: Directors'] Plan.

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| The Cooper Companies, Inc. | | | $ | 100.00 | | | | | $ | 136.52 | | | | | $ | 146.81 | | | | | $ | 165.42 | | | | | $ | 181.40 | | | | | $ | 237.09 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 123.63 | | | | | $ | 132.71 | | | | | $ | 151.73 | | | | | $ | 166.46 | | | | | $ | 237.90 | |

| S&P Health Care Equipment | | | $ | 100.00 | | | | | $ | 124.98 | | | | | $ | 146.51 | | | | | $ | 180.98 | | | | | $ | 201.47 | | | | | $ | 266.11 | |

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| Total | | | 1,331,243 | | | | | | $245.09 | | | | | | 1,917,390 | | |

The 2006 Directors' Plan expired by its terms in March 2019, and no additional shares will be issued under this plan.

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| 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 | |

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| Period | | Total Number of Shares Purchased | | | Average Price Paid Per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs | | |

| 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 | |

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

This item is no longer required as we have adopted the changes to Item 301 of Regulation S-K contained in the Securities and Exchange Commission's Release No. 33-10890.

Five Year Financial Highlights

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| Years Ended October 31, (In millions, except per share amounts) | 2020 | | | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | |

| Consolidated Operations | | | | | | | | | | | | | | | | | | | |

| Net sales | $ | 2,430.9 | | | $ | 2,653.4 | | | $ | 2,532.8 | | | $ | 2,139.0 | | | $ | 1,966.8 | |

| Gross profit | $ | 1,534.8 | | | $ | 1,756.8 | | | $ | 1,632.3 | | | $ | 1,365.8 | | | $ | 1,173.1 | |

| Income before income taxes | $ | 266.5 | | | $ | 477.4 | | | $ | 331.9 | | | $ | 394.0 | | | $ | 295.6 | |

| Net income attributable to Cooper stockholders | $ | 238.4 | | | $ | 466.7 | | | $ | 139.9 | | | $ | 372.9 | | | $ | 273.9 | |

| Diluted earnings per share attributable to stockholders | $ | 4.81 | | | $ | 9.33 | | | $ | 2.81 | | | $ | 7.52 | | | $ | 5.59 | |

| Number of shares used to compute diluted earnings per share | 49.6 | | | | 50.0 | | | | 49.7 | | | | 49.6 | | | | 49.0 | | |

| Dividends paid per share | $ | 0.06 | | | $ | 0.06 | | | $ | 0.06 | | | $ | 0.06 | | | $ | 0.06 | |

| Consolidated Financial Position | | | | | | | | | | | | | | | | | | | |

| Current assets | $ | 1,274.2 | | | $ | 1,163.4 | | | $ | 1,090.9 | | | $ | 953.2 | | | $ | 937.1 | |

| Property, plant and equipment, net | 1,281.9 | | | | 1,132.1 | | | | 976.0 | | | | 910.1 | | | | 877.7 | | |

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

| Goodwill | 2,447.3 | | | | 2,428.9 | | | | 2,392.1 | | | | 2,354.8 | | | | 2,164.7 | | |

| Other intangible assets, net | 1,289.0 | | | | 1,405.3 | | | | 1,521.3 | | | | 504.7 | | | | 441.1 | | |

| Deferred tax assets and other assets | 184.9 | | | | 144.8 | | | | 132.5 | | | | 135.9 | | | | 58.0 | | |

| Total assets (1) | $ | 6,737.5 | | | $ | 6,274.5 | | | $ | 6,112.8 | | | $ | 4,858.7 | | | $ | 4,478.6 | |

| Short-term debt | $ | 409.3 | | | $ | 563.7 | | | $ | 37.1 | | | $ | 23.4 | | | $ | 226.3 | |

| Other current liabilities | 595.1 | | | | 546.9 | | | | 499.4 | | | | 372.7 | | | | 316.9 | | |

| Long-term debt | 1,383.9 | | | | 1,262.6 | | | | 1,985.7 | | | | 1,149.3 | | | | 1,107.4 | | |

| Long-term tax payable | 162.0 | | | | 124.8 | | | | 141.5 | | | | — | | | | — | | |

| Other liabilities | 362.4 | | | | 147.9 | | | | 141.3 | | | | 137.5 | | | | 132.1 | | |

| Total liabilities | 2,912.7 | | | | 2,645.9 | | | | 2,805.0 | | | | 1,682.9 | | | | 1,782.7 | | |

| Stockholders' equity | 3,824.8 | | | | 3,628.6 | | | | 3,307.8 | | | | 3,175.8 | | | | 2,695.9 | | |

| 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.

We have audited the accompanying consolidated balance sheets of The Cooper Companies, Inc. and subsidiaries (the Company) as of October 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] based on criteria established in *Internal Control [removed: -] [added: –] Integrated [removed: Framework* *(2013)*] [added: 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the years in the three-year period ended October 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] based on criteria established in *Internal Control [removed: -] [added: –] Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: *Unrecognized] [added: Changes in unrecognized] tax [removed: benefits*][added: benefits:]

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s [added: process to estimate the fair value of the intangible assets.]

| Years Ended October 31,(In millions, except for earnings per share) | [removed: 2020] | | [added: 2021] | | [removed: 2019] | | | | [removed: 2018] [added: 2020] | | | [added: | | | 2019 | | |]

| Net sales | [added: | |] $ | [removed: 2,430.9] [added: 2,922.5] | | | [added: | |] $ | [removed: 2,653.4] [added: 2,430.9] | | | [added: | |] $ | [removed: 2,532.8] [added: 2,653.4] | |

| Cost of sales | [removed: 896.1] | | [added: 966.7] | | [removed: 896.6] | | | | [removed: 900.5] [added: 896.1] | | | [added: | | | 896.6 | | |]

| Gross profit | [removed: 1,534.8] | | [added: 1,955.8] | | [removed: 1,756.8] | | | | [removed: 1,632.3] [added: 1,534.8] | | | [added: | | | 1,756.8 | | |]

| Selling, general and administrative expense | [removed: 992.5] | | [added: 1,211.2] | | [removed: 996.2] | | | | [removed: 973.3] [added: 992.5] | | | [added: | | | 996.2 | | |]

| Research and development expense | [removed: 93.3] | | [added: 92.7] | | [removed: 86.7] | | | | [removed: 84.8] [added: 93.3] | | | [added: | | | 86.7 | | |]

| Amortization of intangibles | [removed: 137.2] | | [added: 146.1] | | [removed: 145.8] | | | | [removed: 146.7] [added: 137.2] | | | [added: | | | 145.8 | | |]

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

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

| Operating income | [removed: 311.8] | | [added: 505.8] | | [removed: 546.7] | | | | [removed: 403.1] [added: 311.8] | | | [added: | | | 546.7 | | |]

| Interest expense | [removed: 36.8] | | [added: 23.1] | | [removed: 68.0] | | | | [removed: 82.7] [added: 36.8] | | | [added: | | | 68.0 | | |]

| Other [removed: expense (income),] [added: (income) expense,] net | [removed: 8.5] | | [added: (8.8)] | | [removed: 1.3] | | | | [removed: (11.5] [added: 8.5] | | [removed: )] | [added: | | | 1.3 | | |]

| Income before income taxes | [removed: 266.5] | | [added: 491.5] | | [removed: 477.4] | | | | [removed: 331.9] [added: 266.5] | | | [added: | | | 477.4 | | |]

| Provision for income taxes (Note 6) | [removed: 28.1] | | [added: (2,453.2)] | | [removed: 10.7] | | | | [removed: 192.0] [added: 28.1] | | | [added: | | | 10.7 | | |]

| Net income | [removed: 238.4] | | [added: 2,944.7] | | [removed: 466.7] | | | | [removed: 139.9] [added: 238.4] | | | [added: | | | 466.7 | | |]

| Net income attributable to Cooper stockholders | [added: | |] $ | [removed: 238.4] [added: 2,944.7] | | | [added: | |] $ | [removed: 466.7] [added: 238.4] | | | [added: | |] $ | [removed: 139.9] [added: 466.7] | |

| Earnings per share (Note 7) | | | | | | | | | | | | [added: | | | | | |]

| Basic | [added: | |] $ | [removed: 4.85] [added: 59.80] | | | [added: | |] $ | [removed: 9.44] [added: 4.85] | | | [added: | |] $ | [removed: 2.85] [added: 9.44] | |

| Diluted | [added: | |] $ | [removed: 4.81] [added: 59.16] | | | [added: | |] $ | [removed: 9.33] [added: 4.81] | | | [added: | |] $ | [removed: 2.81] [added: 9.33] | |

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

| Basic | [removed: 49.1] | | [added: 49.2] | | [removed: 49.4] | | | | 49.1 | | | [added: | | | 49.4 | | |]

| Diluted | [removed: 49.6] | | [added: 49.8] | | [removed: 50.0] | | | | [removed: 49.7] [added: 49.6] | | | [added: | | | 50.0 | | |]

| Years Ended October 31,(In millions) | [removed: 2020] | | [added: 2021] | | [removed: 2019] | | | | [removed: 2018] [added: 2020] | | | [added: | | | 2019 | | |]

| Net income | [added: | |] $ | [removed: 238.4] [added: 2,944.7] | | | [added: | |] $ | [removed: 466.7] [added: 238.4] | | | [added: | |] $ | [removed: 139.9] [added: 466.7] | |

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

| Cash flow hedges, net of tax [removed: (benefit)] [added: provision] of [added: $8.2 and] $(4.1) in fiscal [removed: 2020] [added: 2021 and fiscal 2020, respectively] | [removed: (13.0] | | [removed: )] [added: 26.1] | | [removed: —] | | | | [added: (13.0) | | | | | |] — | | |

| Change in minimum pension liability, net of tax [removed: (benefit)] provision of [removed: $(4.0), $(8.0)] [added: $7.2, $(4.0)] and [removed: $3.1,] [added: $(8.0),] respectively | [removed: (12.8] | | [removed: )] [added: 22.6] | | [removed: (25.4] | | [removed: )] | | [removed: 7.9] [added: (12.8)] | | | [added: | | | (25.4) | | |]

| Foreign currency translation adjustment | [removed: 0.9] | | [added: 82.0] | | [removed: 9.0] | | | | [removed: (58.5] [added: 0.9] | | [removed: )] | [added: | | | 9.0 | | |]

| Other comprehensive [removed: loss] [added: income (loss)] | [removed: (24.9] | | [removed: )] [added: 130.7] | | [removed: (16.4] | | [removed: )] | | [removed: (50.6] [added: (24.9)] | | [removed: )] | [added: | | | (16.4) | | |]

| Comprehensive income | [added: | |] $ | [removed: 213.5] [added: 3,075.4] | | | [added: | |] $ | [removed: 450.3] [added: 213.5] | | | [added: | |] $ | [removed: 89.3] [added: 450.3] | |

| Comprehensive income attributable to Cooper stockholders | [added: | |] $ | [removed: 213.5] [added: 3,075.4] | | | [added: | |] $ | [removed: 450.3] [added: 213.5] | | | [added: | |] $ | [removed: 89.3] [added: 450.3] | |

| October 31,(In millions) | [removed: 2020] | | [added: 2021] | | [removed: 2019] | | | [added: | 2020 | | |]

| ASSETS | | | | | | | | [added: | | | |]

| Current assets: | | | | | | | | [added: | | | |]

Fair value of intangible assets used to recognize a deferred tax asset

As discussed in Note 6 to the consolidated financial statements, the Company completed an intra-group transfer of certain intellectual property and related assets of the CooperVision business to a United Kingdom subsidiary during the year ended October 31, 2021.

As a result of the transfer, the Company recognized a deferred tax asset of $1,987.9 million, with a corresponding income tax benefit, based on the fair value of the transferred intangible assets.

We identified the evaluation of the fair value of the transferred intangible assets used to recognize the deferred tax asset as a critical audit matter.

A high degree of challenging auditor judgment was required to evaluate certain assumptions made by the Company in estimating the fair value of the intangible assets.

These assumptions included the near-term revenue growth rates, discount rate, and operating margin assumptions.

This included controls related to the development of the near-term revenue growth rates, discount rate, and operating margin assumptions.

We evaluated the reasonableness of the near-term revenue growth rates by comparing them to historical results and third-party analyst expectations for the industry.

We involved valuation professionals with specialized skills and knowledge, who assisted in (1) evaluating the discount rate by comparing it to a discount rate range that was independently developed using publicly available market data for comparable companies in the industry, and (2) evaluating the operating margin assumptions by comparing them to margins earned by comparable companies in the industry.

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

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| Assets held-for-sale (Note 3) | | | 89.2 | | | | | | — | | |

| | | | 1,347.6 | | | | | | 1,281.9 | | |

| Liabilities held-for-sale (Note 3) | | | 1.7 | | | | | | — | | |

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| Issuance of common stock for employee stock purchase plan | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4.2 | | | | | | — | | | | | | — | | | | | | 2.5 | | | | | | — | | | | | | 6.7 | | |

| Treasury stock repurchase | | | (0.1) | | | | | | — | | | | | | 0.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (24.8) | | | | | | — | | | | | | (24.8) | | |

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

| Dividends on common stock ($0.03 per share) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3.0) | | | | | | — | | | | | | — | | | | | | (3.0) | | |

| ASU 2016-13 adoption | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1.4) | | | | | | — | | | | | | — | | | | | | (1.4) | | |

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

| Balance at October 31, 2021 | | | 49.3 | | | | | | $ | 5.0 | | | | | 4.4 | | | | | | $ | 0.4 | | | | | $ | 1,715.2 | | | | | $ | (341.3) | | | | | $ | 6,202.1 | | | | | $ | (639.6) | | | | | $ | 0.2 | | | | | $ | 6,942.0 | |

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

| Net income | | | $ | 2,944.7 | | | | | $ | 238.4 | | | | | $ | 466.7 | |

| Impairment of intangibles | | | — | | | | | | — | | | | | | 0.4 | | |

| Change in fair value of contingent consideration | | | 66.1 | | | | | | — | | | | | | — | | |

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

*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*.

As discussed in Notes 1 and 6 to the consolidated financial statements, the Company has recorded a liability for unrecognized tax benefits, excluding associated interest and penalties, of $58.5 million as of October 31, 2020.

A reserve for unrecognized tax benefits 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 unrecognized tax benefits as a critical audit matter.

Evaluating the Company’s interpretation of tax law and its identification and estimate of uncertain tax positions, including transfer pricing related to its international operations, required complex auditor judgment.

unrecognized tax benefit process, including controls related to the interpretation of tax law, identification of uncertain tax positions, and measurement of related liabilities.

We involved tax and valuation professionals with specialized skills and knowledge, who assisted in:

| | |

| --- | --- |

| • | evaluating the Company’s tax planning strategies and its interpretation and application of tax laws, |

| • | assessing transfer pricing studies for transactions between subsidiaries of the Company for compliance with applicable laws and regulations and evaluating the transfer prices based on observations for comparable companies that perform similar functions, and |

| • | inspecting correspondence and settlements from taxing authorities, and analyzing the expiration of statutes of limitations. |

December 11, 2020

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

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

| ASU2018-02 adoption | — | | | — | | | | — | | | — | | | | — | | | | (4.8 | | ) | | 4.8 | | | | — | | | | — | | | | — | | |

| Noncontrolling interests | — | | | — | | | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0.1 | | | | 0.1 | | |

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

Once the

| • | Leases - We consider an arrangement a lease if the arrangement transfers the right to control the use of an identified asset in exchange for consideration. We have operating leases, but do not have material financing leases. Lease right-of-use assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make payments arising from the lease agreement. These assets and liabilities are recognized at the commencement of the lease based upon the present value of the future minimum lease payments over the lease term. The lease term reflects the noncancelable period of the lease together with periods covered by an option to extend or terminate the lease when management is reasonably certain that it will exercise such option. Changes in the lease term assumption could impact the right-of-use assets and lease liabilities recognized on the balance sheet. As our leases typically do not contain a readily determinable implicit rate, we determine the present value of the lease liability using our incremental borrowing rate at the lease commencement date based on the lease term on a collateralized basis. |

| • | Net realizable value of inventory - In assessing the value of inventories, we make estimates and judgments regarding aging of inventories and other relevant issues potentially affecting the saleable condition of products and estimated prices at which those products will sell. On an ongoing basis, we review the carrying value of our inventory, measuring number of months on hand and other indications of saleability. We reduce the value of inventory if there are indications that the carrying value is greater than net realizable value, resulting in a new, lower-cost basis for that inventory. Subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. While estimates are involved, historically, obsolescence has not been a significant factor due to long product dating and lengthy product life cycles. |

| • | Income taxes - We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. |

forfeitures.

In May 2020, the SEC adopted the final rule under SEC release No. 33-10786, *Amendments to Financial Disclosures about Acquired and Disposed Businesses*, amending Rule 1-02(w)(2) which includes amendments to certain of its rules and forms related to the disclosure of financial information regarding acquired or disposed businesses.

Among other changes, the amendments impact SEC rules relating to (1) the definition of “significant” subsidiaries, (2) requirements to provide financial statements for “significant” acquisitions, and (3) revisions to the formulation and usage of pro forma financial information.

The final rule is effective on January 1, 2021; however, voluntary early adoption is permitted.

The Company early adopted the provisions of the final rule in the third quarter of fiscal 2020.

In February 2016, FASB issued ASU 2016-02, *Leases (Topic 842)*.

ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases.

A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use (ROU) asset representing its right to use the underlying asset for the lease term.

For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities.

In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach.

In July 2018, the FASB issued ASU 2018-10, *Codification Improvements to Topic 842, Leases and ASU 2018-11, Leases Topic 842 Target improvements,* which provides an additional (and optional) transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings.

The Company's Chief Executive Officer and Chief Financial Officer based upon their evaluation as of October 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 2020.][added: 2021.]

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: 2020,] [added: 2021,] as stated in their report in Part II, Item 8 of this Annual Report on Form 10-K.

There have been no changes in the Company's internal control over financial reporting during the Company's fiscal quarter ended October 31, [removed: 2020,] [added: 2021,] that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

PART III

Not Applicable.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

PART III

The information required by this item is incorporated by reference to the Company’s Proxy Statement for the Annual Meeting of Stockholders scheduled to be held in March [removed: 2021] [added: 2022] (the [removed: 2021] [added: 2022] Proxy Statement).

The information required by this item is incorporated by reference to the [removed: 2021] [added: 2022] Proxy Statement.

Additional information required by this item is incorporated by reference to the [removed: 2021] [added: 2022] Proxy Statement.

The information required by this item is incorporated by reference to the [removed: 2021] [added: 2022] Proxy Statement.

The information required by this item is incorporated by reference to “Report of the Audit Committee” section of the [removed: 2021] [added: 2022] Proxy Statement.

Statements of Income for the years ended October 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

Statements of Comprehensive Income for the years ended October 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

Balance Sheets as of October 31, [removed: 2020] [added: 2021] and [removed: 2019][added: 2020]

Statements of Stockholders' Equity for the years ended October 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

Statements of Cash Flows for the years ended October 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

Three Years [removed: Ended October] [added: Ended October] 31, [removed: 2020][added: 2021]

| (In millions) | [added: | |] Balance Beginning of Year | | | | [added: | |] Additions Charged to Costs and Expenses | | | | [added: | |] (Deductions) Recoveries/ Other (1) | | | | [added: | |] Balance at End of Year | | |

| Allowance for doubtful accounts: | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| Year Ended October 31, 2020 | [added: | |] $ | 16.4 | | | [added: | |] $ | 3.6 | | | [added: | |] $ | [removed: (9.8] [added: (9.8)] | [removed: )] | | [added: | |] $ | 10.2 | |

| Year Ended October 31, 2019 | [added: | |] $ | 19.0 | | | [added: | |] $ | 1.6 | | | [added: | |] $ | [removed: (4.2] [added: (4.2)] | [removed: )] | | [added: | |] $ | 16.4 | |

| (In millions) | [added: | |] Balance Beginning of Year | | | [added: | | |] Additions | | | [added: | | |] Reductions/ Charges [removed: (2)] | | | [added: | | |] Balance at End of Year | | [added: |]

| Deferred income tax valuation allowance: | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Year Ended October 31, 2020 | [added: | |] 41.5 | | | [added: | | |] 5.9 | | | [removed: 2.1] | | | [added: (2.1) | | | | | |] 45.3 | | [added: |]

| Year Ended October 31, 2019 | [added: | |] 39.1 | | | [added: | | |] 3.9 | | | [removed: (1.5] | [removed: )] | | [added: (1.5) | | | | | |] 41.5 | | [added: |]

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

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

| 3.2 | [added: | |] [Amended and Restated By-Laws, The Cooper Companies, Inc., dated December 12, 2018, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated December 18, 2018](http://www.sec.gov/Archives/edgar/data/711404/000119312518351217/d657351dex31.htm) | [added: | |]

| 4.1 | [added: | |] [Description of Securities of The Cooper Companies, Inc. Registered under Section 12 of the Exchange Act, incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended October 31, 2019](http://www.sec.gov/Archives/edgar/data/711404/000071140419000051/coo-ex41.htm) | [added: | |]

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

| 10.2# | [added: | |] [Executive Employment Agreement by and between The Cooper Companies, Inc. and Albert G. White III, effective as of November 1, 2018, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 31, 2019](http://www.sec.gov/Archives/edgar/data/711404/000071140419000026/coo-ex101_2019x04x30x10q.htm) | [added: | |]

| 10.3# | [added: | |] [Executive Employment Agreement by and between The Cooper Companies, Inc. and Daniel G. McBride, effective as of November 1, 2018, incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on May 31, 2019](http://www.sec.gov/Archives/edgar/data/711404/000071140419000026/coo-ex103_2019x04x30x10q.htm) | [added: | |]

| 10.4# | [added: | |] [Executive Employment Agreement by and between The Cooper Companies, Inc. and Brian G. Andrews, effective as of November 1, 2018, incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on May 31, 2019](http://www.sec.gov/Archives/edgar/data/711404/000071140419000026/coo-ex102_2019x04x30x10q.htm) | [added: | |]

| 10.5# | [added: | |] [Executive Employment Agreement by and between The Cooper Companies, Inc. and Holly R. Sheffield, effective as of November 1, 2018, incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on May 31, 2019](http://www.sec.gov/Archives/edgar/data/711404/000071140419000026/coo-ex104_2019x04x30x10q.htm) | [added: | |]

| 10.6# | [added: | |] [The Third Amended and Restated 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to the Company's Proxy Statement filed January 29, 2016](http://www.sec.gov/Archives/edgar/data/711404/000119312516443302/d117679ddef14a.htm) | [added: | |]

| 10.7# | [added: | |] [Form of Non-Qualified Stock Option Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.32 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007](http://www.sec.gov/Archives/edgar/data/711404/000119312507270797/dex1032.htm) | [added: | |]

| 10.8# | [added: | |] [Form of [removed: UK Tax Approved] [added: Deferred] Stock [removed: Option] Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit [removed: 10.33] [added: 10.34] of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, [removed: 2007](http://www.sec.gov/Archives/edgar/data/711404/000119312507270797/dex1033.htm)] [added: 2007](http://www.sec.gov/Archives/edgar/data/711404/000119312507270797/dex1034.htm)] | [added: | |]