Cooper Companies (COO) 10-K risk factor changes: FY2022 vs FY2021

[removed: If] [added: To] the [added: extent the] COVID-19 pandemic [removed: continues] [added: persists, with surges in infection] and [removed: conditions worsen,] [added: associated government responses,] 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 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 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.

A significant portion of our current operations are conducted and located outside the [removed: United States,] [added: U.S.,] and our growth strategy involves expanding our existing foreign operations and entering into new foreign jurisdictions.

[removed: Over] [added: More than] half of our net sales for the fiscal years ended October 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] were derived from the sale of products outside the United States.

International operations and business expansion plans are subject to numerous additional risks, [removed: including:][added: including the following:]

- [removed: we may find it difficult to manage] [added: difficulty managing] the effects of the [removed: ongoing] COVID-19 pandemic on our ability to operate internationally and for our employees to travel internationally;

- [removed: we may have difficulty] [added: challenges associated with] enforcing intellectual property rights in some foreign countries;

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

- [removed: we may find it difficult to grow] [added: difficulty growing our sales] 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;

- foreign earnings [removed: may be] [added: being] subject to withholding requirements or the imposition of tariffs, exchange controls or other restrictions, including the tariffs enacted by the Chinese government on certain U.S. goods, the scope and duration of which remain uncertain;

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

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

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

- foreign customers [removed: may have] [added: creating] longer payment cycles than customers in the [removed: United States;][added: U.S.;]

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

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

- natural disasters, [removed: pandemics such as COVID-19,] [added: pandemics,] 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;

- foreign governments [removed: may adopt] [added: adopting] regulations, including those similar to the EU MDR and [added: EU] 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 [added: and privacy] laws;

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

- [removed: 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.

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

Any negative impact on economic conditions and international markets, continued volatility or deterioration in the debt and equity capital markets, inflation, deflation or other adverse economic conditions may adversely affect our liquidity and financial [removed: condition, and the liquidity and financial condition of our customers.][added: condition.]

It may limit our [removed: ability, and the] ability [removed: of our customers,] to replace maturing liabilities and to access the capital markets to meet liquidity needs, which could have a material adverse effect on our financial condition and results of operations.

[removed: Uncertain] [added: Ongoing uncertain] economic and financial market conditions may also adversely affect the financial condition of our customers, suppliers and other business partners.

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

Our global business [removed: may be] [added: has been negatively] affected by local economic conditions, including inflation, increasing labor costs, recession, and currency exchange rate fluctuations, which [removed: may] [added: has] adversely [removed: affect the] [added: affected our] cost to manufacture and provide our products and services and [removed: the demand for] [added: revenues generated through sales of] such products and services.

There is no guarantee that we will be able to fully absorb any such additional costs [added: or revenue declines] in the prices for our products and services.

In fiscal [removed: 2020,] [added: 2022,] CooperVision acquired a privately-held [removed: U.S.] [added: Denmark-based ortho-k] contact lens [removed: manufacturer focusing on ortho-k lenses.][added: distributor.]

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

- application of and compliance with new and unfamiliar regulatory frameworks such as [removed: pharmaceutical] regulation applicable to our [removed: PARAGARD IUD;][added: newly acquired fertility-related businesses;]

[removed: Any of these factors] [added: These fluctuations] could have [removed: a material] [added: an] adverse effect on our [removed: business, financial condition,] cash [removed: flows and] [added: flows,] results of [removed: operations.][added: operations, and financial condition.]

We face risks associated with disruption of our [removed: manufacturing and] [added: manufacturing,] distribution [removed: operations] [added: and storage operations,] including possible failure to develop necessary manufacturing processes, or constrained, idle or excess [removed: capacity] [added: capacity, which] could adversely affect our profitability or competitive position.

Any prolonged disruption in the operations of our existing manufacturing or distribution [added: facilities or our fertility and stem cell storage] facilities, whether due to the effects of the COVID-19 pandemic and related work stoppages, technical or labor difficulties, integration difficulties, destruction of or damage to any facility (as a result of natural disaster, use and storage of hazardous 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 similar foreign requirements or other reasons, could have a material adverse effect on our business, financial condition and results of operations.

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

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

CooperVision distributes products out of Belgium, Hungary, the [removed: United Kingdom] [added: UK] and the [removed: United States] [added: U.S.] and various smaller international distribution sites.

[removed: CooperSurgical's products are] [added: CooperSurgical] primarily [removed: distributed] [added: distributes products] out of its facilities in the [removed: United States] [added: U.S.] and the [removed: Netherlands.][added: Netherlands and]

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

Such attacks are increasing in their frequency, levels of persistence, levels of sophistication and intensity, and are being conducted by sophisticated and organized groups and individuals with a wide range of motives and [removed: expertise.][added: expertise, especially given increased vulnerability of corporate information technology systems as distributed work environments have become prevalent (including as a result of the COVID-19 pandemic).]

However, if current suppliers fail to supply sufficient goods, items or materials to us on a timely basis, or at all for any reason, [added: we could experience inventory shortages and disruption in our supply of products.]

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

Our operating results could be materially impacted by changes in the overall macroeconomic environment and other economic factors that impact our cost structure and revenue results.

Changes in economic conditions, supply chain constraints, logistics challenges, labor shortages, the war in Ukraine, and steps taken by governments and central banks, particularly in response to the COVID-19 pandemic, as well as other stimulus and spending programs, have led to higher inflation, which is likely to lead to an increase in costs and may cause changes in fiscal and monetary policy, including increased interest rates.

In a higher inflationary environment, we may be unable to raise the prices of our products and services sufficiently to keep up with the rate of inflation.

The war between Russia and Ukraine could adversely affect our business, financial condition and results of operations.

On February 24, 2022, Russian military forces launched a military action in Ukraine, and sustained conflict and disruption in the region is likely.

The length, impact, and outcome of this ongoing military conflict is highly unpredictable and could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, trade disputes or trade barriers, changes in consumer or purchaser preferences, as well as an increase in cyberattacks and espionage.

The war has led to significant sanctions programs imposed by the U.S., the European Union, the UK, Canada, Switzerland, Japan, and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic, including, among others:

- blocking sanctions against some of the largest state-owned and private Russian financial institutions (and their subsequent removal from the Society for Worldwide Interbank Financial Telecommunication payment system) and certain Russian businesses, some of which have significant financial and trade ties to the European Union;

- blocking sanctions against Russian and Belarusian individuals, including the Russian President, other politicians, and those with government connections or involved in Russian military activities;

- blocking of Russia’s foreign currency reserves as well as expansion of sectoral sanctions and export and trade restrictions, limitations on investments and access to capital markets, and bans on various Russian imports; and

- enhanced export controls and trade sanctions targeting Russia’s imports of technological goods as a whole, including tighter controls on exports and reexports of dual-use items, stricter licensing policy with respect to issuing export licenses, and/or increased use of “end-use” controls to block or impose licensing requirements on exports, as well as higher import tariffs and a prohibition on exporting luxury goods to Russia and Belarus.

In retaliation against new international sanctions and as part of measures to stabilize and support the volatile Russian financial and currency markets, the Russian authorities also imposed significant currency control measures aimed at restricting the outflow of foreign currency and capital from Russia, imposed various restrictions on transacting with non-Russian parties, banned exports of various products, and imposed other economic and financial restrictions.

The situation is rapidly evolving, and additional sanctions by Russia on the one hand, and by the other countries on the other hand, could adversely affect the global economy, financial markets, energy supply and prices, certain critical materials and metals, supply chains, and global logistics and could adversely affect our business, financial condition, and results of operations.

Our business must be conducted in compliance with applicable economic and trade sanctions laws and regulations, including those administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, and other relevant governmental authorities.

If we are found to be in violation of U.S. sanctions or export control laws, it could result in substantial fines and penalties for us and for individuals working for us.

We are actively monitoring the situation in Ukraine and Russia and assessing its impact on our business, including our business partners, employees and customers.

To date, we have not experienced any material interruptions in our infrastructure, supplies, technology systems, or networks needed to support our operations.

The conflict has caused us to modify our operations in Russia and could lead to additional modifications in Russia.

We cannot predict the progress or outcome of the war or its impacts in the territories where we operate.

The extent and duration of the military action, sanctions, other consequences, such as Russia imposing restrictions on transactions or banning the export of energy products, including natural gas, and the resulting market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time.

Any such disruption may also magnify the impact of other risks described in this section.

In fiscal 2022, CooperSurgical acquired a private cryopreservation services company and Generate Life Sciences (Generate), a privately-held provider of donor egg and sperm for fertility treatments, fertility cryopreservation services and newborn stem cell storage (cord blood & cord tissue).

and one privately-held IVF cryostorage software solutions company.

operates fertility and stem cell storage facilities in the U.S., Canada and Australia.

However, we cannot assure that these

These risks may be heightened due to our direct-to-consumer marketing efforts for some of our products and services (e.g., stem cell storage and Paragard IUDs).

the subject of a claim or recall or has been counterfeited.

These insurance policies may become more expensive (or not be available) for new risks we may assume when we acquire new businesses.

For example, professional liability insurance for our genomics, gamete and tissue storage businesses could add significant cost.

- lack of scientific advancements to validate the medical value of certain products, such as stored cord blood or cord tissue (or scientific advancements in other medical approaches that reduce or eliminate the value of such products); and

CooperVision’s failure to adapt

CooperSurgical focuses on selected segments of the family and women's health care market with a diversified portfolio of products and services including medical devices in outpatient and operating room settings, fertility, contraception and healthcare technology services.

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

Competition in the medical device industry is dynamic and involves the search for technological and therapeutic innovations.

CooperSurgical competes with a number of manufacturers and service providers in its women’s family health care market areas.

In addition, some of CooperSurgical’s markets, such as genomics, contraception and cord blood and cord tissue storage, are characterized by rapid technological advancement.

We face the risk that demand for our products will not grow or will decline if our competitors are more successful than us at innovating in these and other areas.

There is also risk that emerging technologies or technology advancements could reduce the medical value of certain of our products and services, such as cord blood and cord tissue storage, which could adversely affect our business.

In recent years, CooperSurgical has also expanded direct-to-consumer products and services, which requires implementing new competitive strategies and increases the importance of customer service and consumer reputation as competitive factors.

In addition, our competitors may have developed or may in the future develop new products or technologies.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Global markets continued to face threats and uncertainty during fiscal 2021.

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

The UK’s withdrawal from the EU may have a negative effect on global economic conditions, financial markets and our business.

We are a multinational company headquartered in the United States with worldwide operations, with significant business operations in Europe, including in the UK.

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.

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

cybercriminals to exploit vulnerabilities.

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

Adverse determinations in a judicial or administrative proceeding could prevent us from manufacturing and selling our products or prevent us from stopping others from manufacturing and selling competing products, and thereby have a material adverse effect on our business, financial condition and results of operations.

may have applied for or obtained, or may in the future apply for and obtain, patents that will prevent, limit or otherwise interfere with our ability to make and sell our existing and planned products.

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

In the women's health market, competitive factors include technological and scientific advances, product quality, access to local markets based on regulatory clearances, price and effective communication of product information to physicians, hospitals, patients and IVF clinics.

Changing

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

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 ACA made extensive changes to the delivery of health care in the United States.

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

There have been judicial and Congressional challenges to certain aspects of the ACA, and we expect there will be additional challenges and amendments to the ACA in the future.

The Budget Control Act of 2011, among other things, included aggregate reductions to Medicare payments to providers of 2% per fiscal year, which went into effect on April 1, 2013 and, due to subsequent legislative amendments, will remain in effect until 2030, with the temporary suspension from May 1, 2020 through December 31, 2021, unless additional action is taken by Congress.

The American Taxpayer Relief Act of 2012, among other things, further reduced Medicare payments to several providers, including hospitals, imaging centers and cancer treatment centers.

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

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.

On May 25, 2017, the EU MDR entered into force, which repeals and replaces the EU Medical Devices Directive and the Active Implantable Medical Devices Directive.

As to the EU IVDR, it will become applicable five years after publication (on May 26, 2022).

The new regulations seek to:

- strengthen the rules on placing devices on the market and reinforce surveillance once they are available;

- establish explicit provisions on manufacturers’ responsibilities for the follow-up of the quality, performance and safety of devices placed on the market;

- establish explicit provisions on importers’ and distributors’ obligations and responsibilities;

- impose an obligation to identify a responsible person who is ultimately responsible for all aspects of compliance with the requirements of the new regulation;

- improve the traceability of medical devices throughout the supply chain to the end-user or patient through the introduction of a unique identification number, to increase the ability of manufacturers and regulatory authorities to trace specific devices through the supply chain and to facilitate the prompt and efficient recall of medical devices that have been found to present a safety risk;

In this section, we discuss the results of our operations for fiscal [removed: 2021] [added: 2022] compared with fiscal [removed: 2020.][added: 2021.]

We discuss our cash flows and current financial condition under “Capital Resources and Liquidity.” For a discussion related to fiscal [removed: 2020] [added: 2021] compared with fiscal [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] which was filed with the United States Securities and Exchange Commission (SEC) on December [removed: 11, 2020,] [added: 10, 2021,] and is available on the SEC's website at www.sec.gov and our Investor Relations website at investor.coopercos.com.

[added: *COVID-19 Considerations -*] The COVID-19 pandemic [removed: has caused a severe global] [added: and] health [removed: crisis, along with] [added: crisis led to ongoing] economic and societal disruptions and [removed: uncertainties, which] [added: uncertainties that] have negatively impacted business and healthcare activity globally.

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

We have taken an active role in addressing the [removed: ongoing] pandemic’s impact on our employees, suppliers, distribution channels, operations and customers, including taking precautionary [removed: measures, such as implementing] [added: measures and developing] contingency [removed: plans,] [added: plans with respect to our operations] and [removed: making operational adjustments as necessary.][added: to help ensure the safety of our personnel in all our facilities, and we have endeavored and continue to follow recommended actions of government and health authorities to protect our employees worldwide.]

[removed: We] [added: As of the date of this filing, we] have [removed: had no] [added: not experienced any] significant disruption [added: at our manufacturing facilities or] in our access to necessary raw materials and other supplies or with our distribution network; however, we have experienced higher unabsorbed fixed overhead costs, labor inefficiencies, [added: delays in receiving certain raw materials,] higher cost of production and higher freight charges as a result of the COVID-19 pandemic.

At this time, future developments [removed: are highly uncertain, difficult] [added: with respect] to [removed: predict] [added: the COVID-19 pandemic remain highly uncertain] and largely outside of our control.

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

[removed: Overall, we remain] [added: We are] optimistic about the long-term prospects for the worldwide contact lens and general health care [removed: markets.][added: markets, and the resilience of and growth prospects for our businesses and products.]

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

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

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

CooperVision also competes in the myopia management and specialty eye care [added: contact lens] markets with [added: myopia management contact lenses using its ActivControl® technology and with] products such as orthokeratology (ortho-k) and scleral lenses.

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

- A privately-held UK contact lens manufacturer [removed: on] [added: in] April [removed: 26,] 2021

- A privately-held medical device company [removed: on January 19,] [added: in March] 2021

CooperVision acquired the following entity during fiscal [removed: 2020:][added: 2022:]

- A privately-held medical device company that develops single-use illuminating medical devices [removed: on] [added: in] May [removed: 3,] 2021

- A privately-held medical device company [removed: on March 1,] [added: in February] 2021

- A privately-held in vitro fertilization (IVF) [removed: cryo-storage] [added: cryostorage] software solutions company [removed: on] [added: in] December [removed: 31,] 2020

CooperSurgical acquired the following [removed: entity] [added: entities] during fiscal [removed: 2020:][added: 2022:]

[removed: 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] [added: -] Generate Life [removed: Sciences,] [added: Sciences (Generate),] a [removed: privately held] [added: privately-held] leading provider of donor egg and sperm for fertility treatments, fertility cryopreservation services and newborn stem cell [added: storage] (cord blood [removed: and] [added: &] cord tissue) [removed: storage.][added: in December 2021]

See Note [removed: 15.][added: 8.]

[removed: - $850.0 million term loan entered into on] [added: | 2020 Term Loan | | | | | | 850.0 | | | | | | 850.0 | | | | | | n/a | | | | | | — | | | | | |] April 1, [removed: 2020][added: 2025 | | |]

The [removed: closing of this] transaction is subject to [removed: certain] [added: customary] closing [removed: conditions including] [added: conditions, such as receipt of] required regulatory approvals.

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

[removed: 2021] [added: 2022] Compared with [removed: 2020][added: 2021]

[removed: ][added: ]

[removed: ][added: ]

| ($ in millions) | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] % Change | | |

| Toric | | | $ | [removed: 697.5] [added: 737.4] | | | | | | | | | | | $ | [removed: 598.2] [added: 697.5] | | | | | | | | | | | [removed: 17] [added: 6] | | % |

| Multifocal | | | [removed: 238.6] [added: 264.4] | | | | | | | | | | | | [removed: 197.0] [added: 238.6] | | | | | | | | | | | | [removed: 21] [added: 11] | | % |

| Single-use spheres | | | [removed: 616.3] [added: 661.6] | | | | | | | | | | | | [removed: 529.0] [added: 616.3] | | | | | | | | | | | | [removed: 16] [added: 7] | | % |

| Non single-use sphere, other | | | [removed: 599.6] [added: 579.9] | | | | | | | | | | | | [removed: 518.8] [added: 599.6] | | | | | | | | | | | | [removed: 16] [added: (3)] | | % |

- Toric and multifocal lenses grew primarily through the success of [removed: Biofinity toric and multifocal and] MyDay [removed: toric.][added: and Biofinity.]

- Single-use sphere lenses [removed: growth was] [added: grew] primarily [removed: driven by] [added: through] MyDay, clariti and MiSight lenses.

- Non single-use sphere lenses [removed: growth was] [added: grew] primarily [removed: driven by] [added: through] Biofinity and [removed: ortho-k lenses.][added: ortho-k.]

[removed: - "Other" products primarily include] [added: Contact] lens care [removed: which] represented approximately [added: 1% and] 2% of net sales in fiscal [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

- Total silicone hydrogel products increased by [removed: 21%,] [added: 7%,] representing [removed: 76%] [added: 78%] of net sales in fiscal [removed: 2021] [added: 2022] compared to [removed: 74%] [added: 76%] in fiscal [removed: 2020.][added: 2021.]

[removed: -] Sales growth was primarily driven by an increase in the volume of lenses sold across our core portfolio due to a recovery in demand from the impact of the COVID-19 pandemic.

However, we face significant risks and uncertainties in our global operating environment as further described in the “Risk Factors” section in Part I, Item 1A of this filing.

These risks include uncertain global and regional business, political and economic conditions, including but not limited to those associated with the COVID-19 pandemic, Russia’s invasion of Ukraine, inflation, foreign exchange rate fluctuations, regulatory developments, supply chain disruptions, and escalating global trade barriers.

*Global Market and Economic Conditions* - Over the last few years in the U.S. and globally, market and economic conditions have been challenging, particularly in light of the COVID-19 pandemic.

Foreign countries, in particular the Euro zone, have experienced recessionary pressures and face continued concerns about the systemic impacts of adverse economic conditions and geopolitical issues.

In addition, changes in economic conditions, supply chain constraints, logistics challenges, labor shortages, the war in Ukraine, and steps taken by governments and central banks, particularly in response to the COVID-19 pandemic, as well as other stimulus and spending programs, have led to higher inflation, which is likely to lead to an increase in costs and may cause changes in fiscal and monetary policy, including increased interest rates.

In a higher inflationary environment, we may be unable to raise the prices of our products and services sufficiently to keep up with the rate of inflation.

These economic conditions could have a material adverse effect on our results of operations and financial condition.

We cannot predict the spread, duration and severity of the pandemic or any subsequent outbreaks, potential actions taken by governments to respond to the pandemic, or potential impacts on global and local economic activity.

We

- A privately-held Denmark-based ortho-k contact lens distributor in May 2022

During the second quarter of fiscal 2022, the Company initiated a plan to exit its contact lens care business, a non-core business unit of the CooperVision segment.

We expect the exit activity to be substantially completed in the first half of fiscal 2023.

Exit charges recognized in the three and twelve months ended October 31, 2022, were $9.2 million and $33.2 million, of which $26.7 million is recognized in cost of sales and $6.5 million is recognized in selling, general, and administrative expense in the Consolidated Statements of Income.

Exit costs primarily related to inventory write-down, asset impairments and employee-related costs.

Total exit costs are expected to be in a range of $30.0 million to $40.0 million.

In March 2022, CooperVision and Essilor International SAS (Essilor) entered into a Contribution Agreement and a Stock Purchase Agreement under which Essilor paid CooperVision $52.1 million in exchange for a 50% interest in SGV and a proportionate share of certain revenue-based milestone payments related to the January 2021 acquisition of SGV by CooperVision.

As part of these agreements, each party contributed their interest in SGV and $10 million in cash to form a new joint venture.

CooperVision then remeasured the fair value of its retained equity investment in the joint venture at $90.0 million which resulted in a $56.9 million gain in Other (income) expense on deconsolidation of SGV.

On November 1, 2022, subsequent to the fiscal year ended October 31, 2022, CooperVision closed an Agreement and Plan of Merger (the “Merger Agreement”) to acquire a U.S. based privately held leading expert in specialty contact lenses for both normal and irregular corneal conditions.

The Company is in the process of finalizing purchase accounting information.

- A private cryopreservation services company in April 2022

On April 6, 2022, CooperSurgical entered into an asset purchase agreement to acquire Cook Medical's Reproductive Health business, a manufacturer of minimally invasive medical devices focused on the fertility, obstetrics and gynecology markets.

The aggregate consideration is $875.0 million in cash, with $675.0 million payable at the closing and the remaining $200.0 million payable in $50.0 million installments following each of the first, second, third and fourth anniversaries of the closing.

Single-use spheres – This includes Biomedics 1 day, clariti 1 day, MyDay, MiSight and Proclear 1 day

Toric – This includes Avaira Vitality toric, Biomedics toric, Biofinity toric, clariti 1 day toric, MyDay toric and Proclear toric

Multifocal – This includes Biofinity multifocal, Biofinity toric multifocal, clariti 1 day multifocal, MyDay multifocal and Proclear 1 day multifocal

Non single-use sphere, other – This includes our Avaira Vitality spheres, frequent replacement product (FRP) lens portfolio (Biofinity spheres, Biofinity Energys, Biomedics, Proclear spheres, clariti spheres), ortho-k, scleral and custom lenses, contact lens solutions and other

| | | | $ | 2,243.3 | | | | | | | | | | | $ | 2,152.0 | | | | | | | | | | | 4 | | % |

In the fiscal year ended October 31, 2022, the growth experienced across all categories (except for "Other" as mentioned below) was partially offset by unfavorable foreign exchange rate fluctuations, which approximated $149.5 million.

- "Other" products decreased primarily due to exit of the contact lens care business.

| | | | | | | $ | 2,243.3 | | | | | $ | 2,152.0 | | | | | 4 | | % |

Office/Surgical – This includes Endosee endometrial imaging products, Fetal Pillow cephalic elevation devices for use in Cesarean sections, illuminated speculum products, Lone Star retractor systems, loop electrosurgical excision procedure (LEEP) products, Mara water ablation systems, newborn stem cell storage, PARAGARD contraceptive IUDs, point-of-care products and uterine positioning products.

Fertility – Our significant fertility products and services include cryostorage, donor gamete services, fertility consumables and equipment and genomic services (including preimplantation genetic testing).

| | | | | | | $ | 1,065.1 | | | | | $ | 770.5 | | | | | | | | 38 | | % |

In the fiscal year ended October 31, 2022, net sales increase in both categories was mainly due to the Generate acquisition.

The increase was offset by unfavorable foreign exchange rate fluctuations, which approximated $33.4 million.

Consolidated Gross Margin decreased in fiscal 2022 to 65% compared to 67% in fiscal 2021 primarily driven by unfavorable currency and contact lens care exit costs.

| | | | 1,342.2 | | | | | | 41 | | % | | | | $ | 1,211.2 | | | | | 41 | | % | | | | 11 | | % |

CooperSurgical's SGA increased in fiscal 2022 compared to fiscal 2021 primarily due to the addition of Generate's SGA and acquisition and integration expenses.

Corporate SGA increased in fiscal 2022 compared to fiscal 2021 primarily due to share-based compensation related expenses.

Non-GAAP Financial Measures

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

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

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

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

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

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

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

COVID-19 Considerations

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

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

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

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

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

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

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

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

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

These include, but are not limited to, the spread, duration and severity of the pandemic outbreak and any subsequent waves of additional outbreaks, 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, inflation, changes in tax legislation, debt concerns, the uncertainty following the United Kingdom (UK)'s withdrawal from the EU, changes to existing 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.

modalities such as single-use and monthly wearing options.

- A privately-held US contact lens manufacturer focusing on ortho-k lenses on August 7, 2020

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

- A privately-held distributor of IVF medical devices and systems on December 13, 2019

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.

Subsequent Events of the Consolidated Financial Statements for additional information.

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

Debt outstanding at October 31, 2021 primarily consisted of:

- $546.1 million drawn under our 2020 Revolving Credit Facility entered into on April 1, 2020

Debt 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.

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.

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.

At October 31, [removed: 2021,] [added: 2022,] 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 [removed: in] [added: of] approximately [removed: $39.6] [added: $35.0] million in operating income for the fiscal year ended October 31, [removed: 2021.][added: 2022.]

[added: Organization and Significant] Accounting Policies [removed: of the Consolidated Financial Statements] for additional information.

We are [removed: also] exposed to risks associated with changes in interest rates, as the interest rates on our revolving lines of credit and term loans may vary with the federal funds rate and LIBOR.

We did not have any cross-currency swaps or foreign currency forward contracts as of October 31, [removed: 2021.][added: 2022.]

If interest rates were to increase or decrease by 1% or 100 basis points, annual interest expense would increase or decrease by approximately [removed: $4.8] [added: $4.6] million based on average debt outstanding, after consideration of our interest rate swap contracts, [removed: for] [added: during the fourth quarter of] fiscal [removed: 2021.][added: 2022.]

Risk Factors - "*We are vulnerable to interest rate risk with respect to our [removed: debt.*"] [added: debt.*",] and Note [removed: 1.][added: 5.]

*Foreign Currency Exchange Risk*

*Interest Rate Risk*

As of October 31, 2022, we had outstanding debt for an aggregate carrying amount of $2.7 billion.

We have entered, and in the future may enter, into interest rate swaps to manage interest rate risk.

Financing Arrangements for additional information.

To the extent reasonable and practical, we may decide to reduce the risk of changing interest rates and foreign currency fluctuations on the underlying exposure by entering into interest rate swaps and foreign currency forward exchange contracts, respectively.

We do not emphasize such transactions to the same degree as some other companies with international operations.

Although we may enter into foreign exchange agreements with financial institutions to reduce our exposure to fluctuations in foreign currency values relative to our debt or receivables obligations, these hedging transactions do not eliminate that risk entirely.

We may decrease this interest rate risk by hedging a portion of variable rate debt effectively converting it to fixed rate debt for varying periods.

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

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

The outstanding contracts as of October 31, 2021 have a total notional amount of $1.0 billion.

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

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.

The Company 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.

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 agent, which matured on October 15, 2021.

At maturity, outstanding amounts under this agreement were fully repaid using borrowings under the 2020 Revolving Credit Facility.

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

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

The 2020 Credit Agreement provides for (a) a multicurrency

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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.

The 2020 Credit Agreement replaced our previous credit agreement and funds from the new term loan were used to repay the outstanding amounts under the previous credit agreement, to repay an outstanding term loan, and for general corporate purposes.

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 0.96% at October 31, 2021.

See Note 5.

Debt of the Consolidated Financial Statements for additional information.

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

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

| October 31, (In millions) | | | 2021 | | | | | | 2020 | | |

| Short-term debt | | | $ | 83.0 | | | | | $ | 409.4 | |

| Long-term debt | | | 1,396.3 | | | | | | 1,384.2 | | |

| Less: unamortized debt issuance cost | | | (0.3) | | | | | | (0.4) | | |

| Total | | | $ | 1,479.0 | | | | | $ | 1,793.2 | |

Accounting Policies and Note 5.

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

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

[removed: In] [added: The MiSight 1 day lens became available in the U.S. in fiscal 2020 and in] August 2021, CooperVision received Chinese National Medical Products Administration (NMPA) approval for its MiSight® 1 day lens for use in China.

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

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

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

Both of Cooper's businesses compete predominantly on the [removed: basis] [added: bases] of product quality and differentiation, technological [removed: benefit,] [added: benefits,] price, service [added: levels] and reliability.

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

In order to achieve comfortable and healthy contact lens wear, products are sold with recommended replacement schedules, often defined as modalities, with the primary modalities being single-use lenses and [removed: frequently replaced] [added: frequent replacement (FRP)] lenses, which are designed for two-week and monthly replacement.

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

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 hydrogels, and myopia management contact [removed: lenses.][added: lenses for 8 to 12 years (age-appropriate) children.]

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

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

We also compete in the traditional [removed: hydrogel] single-use [added: hydrogel] product segment with [removed: several] [added: branded] lenses including our Proclear® [added: and Biomedics®] 1 day lenses.

With MiSight, CooperVision offers the only FDA [removed: approved] [added: approved1] and first Chinese NMPA approved product to control the progression of myopia in [added: age-appropriate] children.

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

In fiscal 2021, CooperVision acquired a [removed: privately held] [added: privately-held] medical device company and a privately-held UK contact lenses manufacturer.

In fiscal [removed: 2020,] [added: 2022,] CooperVision acquired a privately-held [removed: U.S.] [added: Denmark-based ortho-k] contact lens [removed: manufacturer focusing on ortho-k lenses.][added: distributor.]

[removed: ][added: ]

Single-use spheres – [removed: Our single-use lens portfolio] [added: This] includes [added: Biomedics 1 day,] clariti 1 day, MyDay, [removed: MiSight, Proclear 1 day] [added: MiSight] and [removed: Biomedics] [added: Proclear] 1 day

Toric – [removed: Toric lenses include Biofinity] [added: This includes Avaira Vitality] toric, [removed: MyDay] [added: Biomedics] toric, [added: Biofinity toric,] clariti 1 day toric, [removed: Biomedics toric, Proclear] [added: MyDay] toric and [removed: Avaira Vitality] [added: Proclear] toric

Multifocal – [removed: Multifocal lenses include] [added: This includes] Biofinity multifocal, Biofinity toric multifocal, clariti 1 day multifocal, MyDay multifocal and Proclear 1 day multifocal

Non single-use sphere, other – [removed: Our FRP (frequent] [added: This includes our Avaira Vitality spheres, frequent] replacement [removed: product)] [added: product (FRP)] lens portfolio [removed: and other include Biofinity,] [added: (Biofinity spheres,] Biofinity Energys, [removed: Avaira Vitality,] Biomedics, [removed: Proclear, clariti,] [added: Proclear spheres, clariti spheres),] ortho-k, scleral and custom [removed: lens,] [added: lenses, contact lens] solutions and other

[added: Certain of] CooperVision's competitors may have greater financial resources, larger research and development budgets, larger sales forces, greater market penetration and/or larger manufacturing volumes.

CooperVision offers both branded and private [removed: label] [added: label/store brand] options in contact lenses.

It also competes in the specialty contact lens space with its FDA approved MiSight 1 day contact lens for myopia management [added: in age-appropriate children] as well as ortho-k and scleral lenses.

CooperSurgical offers a broad array of products and services focused on advancing the health of women, babies and families through a diversified portfolio of products and services including medical devices, fertility, genomics, [removed: diagnostics] [added: diagnostics, cryostorage, contraception] and [removed: contraception.][added: healthcare technology services (such as cord blood and cord tissue storage and genomic testing).]

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

[removed: One of CooperSurgical’s] [added: A] focus [removed: areas] [added: area for CooperSurgical] is key [removed: accounts] [added: 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 [removed: the] [added: these] key account groups.

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

[removed: On November 6, 2021, subsequent to the] [added: In] fiscal [removed: year ended October 31, 2021,] [added: 2022,] CooperSurgical [removed: entered into an Agreement] [added: acquired both a private cryopreservation services company] and [removed: Plan of Merger (the “Merger Agreement”) to acquire] Generate Life [removed: Sciences,] [added: Sciences (Generate),] a [removed: privately held] [added: privately-held] leading provider of donor egg and sperm for fertility treatments, fertility cryopreservation services and newborn stem cell [added: storage] (cord blood [removed: and] [added: &] cord [removed: tissue) storage.][added: tissue).]

See Note [removed: 15.][added: 12.]

Market for Women's and Family [removed: Reproductive] Health Care

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

CooperSurgical expects patient visits to [removed: Women’s Health] [added: women’s health] provider offices in the [removed: United States] [added: U.S.] to increase over the next decade.

From adolescent care to geriatrics, there is [removed: increased] [added: increasing global] awareness of women’s health issues.

During the reproductive years, fertility awareness and family planning [added: and healthcare] are key areas of focus.

CooperSurgical believes that the market factors that are driving this trend will [removed: continue in the near term.][added: continue.]

Recent trends of patient-centered, value-based care [removed: 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.

CooperVision also manufactures and markets myopia management and specialty eyecare products which it gained through a series of orthokeratology (ortho-k) and scleral lens acquisitions.

Our fertility portfolio encompasses medical device coverage of the in vitro fertilization (IVF) cycle, egg and sperm donation, and cryopreservation.

Our office and surgical platform encompasses more than 600 clinically-relevant medical devices used in gynecology and obstetrics, including contraception and labor & delivery, as well as cord blood and cord tissue storage services.

Myopia management contact lenses slow the progression of myopia in children 8 to 12 years of age at initiation of the treatment.

CooperVision focuses on supporting the growth of all customers including key accounts (optical chains, global retailers, certain buying groups and mass merchandisers) by investing in selling, promotional and advertising activities.

1 Indications for use of MiSight® 1 day (omafilcon A) soft (hydrophilic) contact lenses for daily wear are indicated for the correction of myopic ametropia and for slowing the progression of myopia in children with non-diseased eyes, who at the initiation of treatment are 8-12 years of age and have a refraction of -0.75 to -4.00 diopters (spherical equivalent) with ≤ 0.75 diopters of astigmatism.

The lens is to be discarded after each removal.

In April 2022, CooperSurgical entered into an asset purchase agreement to acquire Cook Medical's Reproductive Health business, a manufacturer of minimally invasive medical devices focused on the fertility, obstetrics and gynecology markets.

The aggregate consideration is $875.0 million in cash, with $675.0 million payable at the closing and the remaining $200.0 million payable in $50.0 million installments following each of the first, second, third and fourth anniversaries of the closing.

The transaction is subject to customary closing conditions, such as receipt of required regulatory approvals.

In recent years, including with the acquisition of Generate in fiscal 2022, CooperSurgical’s business increasingly includes marketing and selling to end consumers of healthcare technology and reproductive planning products and services.

The OB/GYN market encompasses the following significant points of healthcare delivery:

Trends in the OB/GYN market include:

- Pregnancy and childbirth complications are on the rise.

- The obstetrician is a key contributor to stem cell storage, facilitating the collection of cord blood and cord tissue following delivery in most markets.

- Improved product offerings such as donor activity and cryopreservation services

- Technology improvements for both male and female infertility challenges

- Greater worldwide disposable income

Office/Surgical – This includes Endosee endometrial imaging products, Fetal Pillow cephalic elevation devices for use in Cesarean sections, illuminated speculum products, Lone Star retractor systems, loop electrosurgical excision procedure (LEEP) products, Mara water ablation systems, newborn stem cell storage, PARAGARD contraceptive IUDs, point-of-care products and uterine positioning products.

CooperSurgical competes in categories across women’s health, including routine care, diagnostics and medical devices used in outpatient care, surgical procedures and labor and delivery.

Larger companies such as Johnson & Johnson, Medtronic and Hologic have offerings that compete with our products.

CooperSurgical offers private cord blood and cord tissue cryostorage services in the U.S., Canada and Australia.

In that field, we compete primarily with ViaCord, a division of Perkin Elmer, in the U.S., as well as other smaller companies globally.

Unless an exemption applies, each medical device we

If

These proposals have not yet been finalized or adopted.

from the device covered by the original PMA application, and may not require as extensive clinical data or the convening of an advisory panel.

has historically exercised its enforcement discretion and not enforced certain applicable provisions of the FDCA and regulations with respect to certain LDTs.

FDA Regulation of HCT/Ps

We currently operate a provider of donor egg and sperm for fertility treatments, fertility cryopreservation services and newborn stem cell storage.

Donated reproductive tissue (eggs or sperm) are regulated by the FDA as human cells, tissues, and cellular and tissue-based products (HCT/Ps).

In addition, Section 361 of the Public Health Service Act (PHSA) authorizes the FDA to issue regulations to prevent the introduction, transmission or spread of communicable disease with respect to HCT/Ps.

HCT/Ps regulated as “361 HCT/Ps” are subject to requirements relating to registering facilities and listing products with the FDA, and stringent requirements for processing, storing, labeling and distributing HCT/Ps, including required labeling information, screening and testing for tissue donor eligibility, record keeping and adverse event reporting, among other applicable requirements and laws.

361 HCT/Ps do not require 510(k) clearance, PMA approval, submission of a Biologics License Application, or other premarket authorization from the FDA before marketing.

However, to be regulated as a 361 HCT/P, the product must, among other things, be “minimally manipulated,” which for structural tissue products means that the manufacturing processes do not alter the original relevant characteristics of the tissue relating to the tissue’s utility for reconstruction, repair, or replacement, and for cells or nonstructural tissue products, means that the manufacturing processes do not alter the relevant biological characteristics of cells or tissues.

A 361 HCT/P must also be intended for “homologous use,” which refers to use in the repair, reconstruction, replacement, or supplementation of a recipient’s cells or tissues with an HCT/P that performs the same basic function or functions in the recipient as in the donor.

HCT/Ps that do not meet the criteria of Section 361 are regulated under Section 351 of the PHSA.

Unlike 361 HCT/Ps, HCT/Ps regulated as “351 HCT/Ps” are subject to premarket review and/or approval by the FDA, as required.

We believe our HCT/Ps are regulated as 361 HCT/Ps.

Similarly, until May 25, 2022, IVDs were regulated by Directive 98/79/EC (the EU IVDD) which has been repealed and replaced by Regulation (EU) 2017/746 of the European Parliament and of the Council (the EU IVDR).

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.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

CooperVision believes that our key accounts which include optical chains, global retailers, certain buying groups and mass merchandisers are growing faster than the overall market.

We are focused on supporting the growth of all our customers by investing in selling, promotional and advertising activities.

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

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.

Subsequent Events of the Consolidated Financial Statements for more details.

Some significant features of the OB/GYN market are:

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

In some instances, CooperSurgical offers all the items needed for a complete procedure.

CooperSurgical believes that opportunities exist for continued market consolidation.

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, Hologic and Medtronic.

These competitors have well-established positions within the operating room environment.

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

CooperSurgical competes in the Intrauterine Device (IUD) contraceptive market.

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

Currently, PARAGARD is not sold outside of 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.

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

The FDA may approve a PMA application with post-

promotion of products for uncleared or unapproved or “off-label” uses and impose other restrictions on labeling, advertising and promotion; new FDA unique device identifier regulations, which require changes to labeling and packaging; and medical device reporting regulations, which require that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur.

LDTs.

Moreover, in August 2020, the U.S. Department of Health and Human Services issued a rescission order stating that the FDA will not require premarket review of LDTs absent changes in policy implemented through formal notice-and-comment rulemaking procedures.

The degree to which this rescission order will affect FDA’s enforcement discretion policy or its oversight over LDTs remains unclear.

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

These include a variety of administrative or

A CE Mark is an international symbol of adherence to certain standards and compliance with applicable European medical device requirements.

These quality programs and approvals are required by the European Medical Device Regulation and must be maintained for all products intended to be sold in the European market.

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

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

May 26, 2022).

Both CooperVision and CooperSurgical have been actively deploying regulatory and compliance initiatives designed to allow the continued ability to sell and market their respective products in the EU under the EU MDR and IVDR.

We will be required to comply with various certification and documentation criteria, and we may be subject to conformity assessments and inspections.

Given that the EU IVDR has not yet come into effect, it remains to be seen how it, and particularly the exemptions it grants under Article 5 of EU IVDR, may be further interpreted and clarified in the future.

The EU IVDR will not be applicable in Great Britain (England, Scotland and Wales) due to Brexit.

Existing EU directives governing all medical devices, including in vitro diagnostic medical devices have been given effect in domestic law through the Medical Devices Regulations 2002 (SI 2002 No 618, as amended).

This means that from January 1, 2021, the Great Britain route to market is still based on the requirements derived from the pre-existing EU legislation.

The MHRA may choose to align with the EU IVDR going forward with respect to LDTs, respectively, or retain regulatory flexibility through domestic legislation which will continue to be monitored.

Information regarding legal proceedings is included in Note [removed: 12.][added: 11.]

FOR THE FISCAL YEAR ENDED OCTOBER 31, [removed: 2021][added: 2022]

[removed: On December 1, 2021, there were 49,148,211 shares of the registrant's common stock held by non-affiliates with] [added: The] aggregate market value of [removed: $20.2] [added: shares held by non-affiliates was $17.7] billion based on the closing price of [removed: a share of] the [removed: registrant's] [added: registrant’s] common stock on [added: the New York Stock Exchange on] April 30, [removed: 2021, the last day of the registrant's most recently completed fiscal second quarter.][added: 2022.]

Number of shares outstanding of the registrant's common stock, as of December 1, [removed: 2021: 49,408,020][added: 2022: 49,354,384]

| Portions of the Proxy Statement for the Annual Meeting of Stockholders scheduled to be held in March [removed: 2022] [added: 2023] | | | | | | Part III | | |

| Item 1. | | | Business | | | [removed: [7](#i698ee8c4a8fe4a64a20893a972f6ed26_16)] [added: [7](#ifcd99b6df4104f80be938ce77dc8288d_16)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [32](#i698ee8c4a8fe4a64a20893a972f6ed26_19)] [added: [28](#ifcd99b6df4104f80be938ce77dc8288d_19)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [58](#i698ee8c4a8fe4a64a20893a972f6ed26_22)] [added: [49](#ifcd99b6df4104f80be938ce77dc8288d_22)] | | |

| Item 2. | | | Properties | | | [removed: [59](#i698ee8c4a8fe4a64a20893a972f6ed26_25)] [added: [50](#ifcd99b6df4104f80be938ce77dc8288d_25)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [60](#i698ee8c4a8fe4a64a20893a972f6ed26_28)] [added: [51](#ifcd99b6df4104f80be938ce77dc8288d_28)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [60](#i698ee8c4a8fe4a64a20893a972f6ed26_31)] [added: [51](#ifcd99b6df4104f80be938ce77dc8288d_31)] | | |

| Item 5. | | | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [61](#i698ee8c4a8fe4a64a20893a972f6ed26_37)] [added: [52](#ifcd99b6df4104f80be938ce77dc8288d_37)] | | |

| Item 7. | | | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [66](#i698ee8c4a8fe4a64a20893a972f6ed26_49)] [added: [54](#ifcd99b6df4104f80be938ce77dc8288d_49)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosure about Market Risk | | | [removed: [87](#i698ee8c4a8fe4a64a20893a972f6ed26_67)] [added: [65](#ifcd99b6df4104f80be938ce77dc8288d_67)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [89](#i698ee8c4a8fe4a64a20893a972f6ed26_70)] [added: [66](#ifcd99b6df4104f80be938ce77dc8288d_70)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [138](#i698ee8c4a8fe4a64a20893a972f6ed26_169)] [added: [103](#ifcd99b6df4104f80be938ce77dc8288d_139)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [138](#i698ee8c4a8fe4a64a20893a972f6ed26_172)] [added: [103](#ifcd99b6df4104f80be938ce77dc8288d_142)] | | |

| Item 9B. | | | Other Information | | | [removed: [139](#i698ee8c4a8fe4a64a20893a972f6ed26_175)] [added: [103](#ifcd99b6df4104f80be938ce77dc8288d_145)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [139](#i698ee8c4a8fe4a64a20893a972f6ed26_2093)] [added: [103](#ifcd99b6df4104f80be938ce77dc8288d_148)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [140](#i698ee8c4a8fe4a64a20893a972f6ed26_181)] [added: [104](#ifcd99b6df4104f80be938ce77dc8288d_154)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [140](#i698ee8c4a8fe4a64a20893a972f6ed26_184)] [added: [104](#ifcd99b6df4104f80be938ce77dc8288d_157)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [140](#i698ee8c4a8fe4a64a20893a972f6ed26_187)] [added: [104](#ifcd99b6df4104f80be938ce77dc8288d_160)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [140](#i698ee8c4a8fe4a64a20893a972f6ed26_190)] [added: [104](#ifcd99b6df4104f80be938ce77dc8288d_163)] | | |

| Item 14. | | | Principal Accounting Fees and Services | | | [removed: [140](#i698ee8c4a8fe4a64a20893a972f6ed26_193)] [added: [104](#ifcd99b6df4104f80be938ce77dc8288d_166)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [141](#i698ee8c4a8fe4a64a20893a972f6ed26_199)] [added: [105](#ifcd99b6df4104f80be938ce77dc8288d_172)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [146](#i698ee8c4a8fe4a64a20893a972f6ed26_208)] [added: [109](#ifcd99b6df4104f80be938ce77dc8288d_181)] | | |

These include statements relating to plans, prospects, goals, strategies, future actions, events or performance and other statements which are other than statements of historical fact, [removed: including all] [added: including:] statements regarding the expected impact of [added: global macroeconomic conditions,] the [removed: ongoing Coronavirus disease 2019 (COVID-19)] [added: COVID-19] pandemic [added: and the war in Ukraine] on our business; and statements regarding acquisitions [removed: including] [added: (including] the acquired companies' financial position, market position, product development and business strategy, expected cost synergies, expected timing and benefits of the transaction, difficulties in integrating entities or operations, as well as estimates of our and the acquired entities' future expenses, sales and earnings per [removed: share] [added: share) that] are forward-looking.

Among the factors that could cause our actual results and future actions to differ materially from those described in forward-looking statements are those described in our Securities and Exchange Commission filings, including the “Business,” “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” sections in this Annual Report on Form 10-K for the fiscal year ended October 31, [removed: 2021,] [added: 2022,] as such Risk Factors may be updated in quarterly filings.

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

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

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

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

Our independent registered public accounting firm is KPMG LLP, San Francisco, CA, Auditor ID: 185.

for the Fiscal Year Ended October 31, 2022

| Item 6. | | | Reserved | | | [53](#ifcd99b6df4104f80be938ce77dc8288d_46) | | |

- The impact of Russia's invasion of Ukraine and the global response to this invasion on the global economy, European economy, financial markets, energy markets, currency rates and our ability to supply product to, or through, affected countries.

- Changes in tax laws, examinations by tax authorities, and changes in our geographic composition of income.

| Item 6. | | | Selected Financial Data | | | [65](#i698ee8c4a8fe4a64a20893a972f6ed26_46) | | |

- Changes in tax laws or their interpretation, changes in statutory tax rates, and adverse outcomes in tax disputes including but not limited to, the United States (U.S.), the United Kingdom (UK) and other countries may affect our taxation of earnings recognized in foreign jurisdictions, result in unexpected tax liabilities, and/or negatively impact our effective tax rate.

- Adverse changes in global political and economic conditions, and related uncertainty caused by the UK’s withdrawal from the European Union (EU) and its potential impact on, among other things, the movement of goods and materials in our supply chain, additional regulatory approvals and requirements, and increased tariffs and duties.

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

- Environmental risks, including increasing environmental legislation and the broader impacts of climate change.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Properties.

The following is a summary of Cooper's principal facilities as of October 31, 2021.

We generally lease our office and operations facilities but own several manufacturing and research and development facilities, including 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.

Our lease agreements expire at various dates through the year 2045.

We believe our properties are suitable and adequate for our businesses.

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

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

| Location | | | Approximate Square Feet | | | | | | Operations | | |

| *AMERICAS* | | | | | | | | | | | |

| United States: | | | | | | | | | | | |

| California | | | 129,540 | | | | | | Executive offices; CooperVision research and development and administrative offices; CooperSurgical manufacturing and office | | |

| New York | | | 423,175 | | | | | | CooperVision manufacturing, sales / commercial offices, distribution and administrative offices; CooperSurgical manufacturing, office and distribution | | |

| Connecticut | | | 301,962 | | | | | | CooperSurgical manufacturing, sales / commercial offices, distribution, research and development and administrative offices | | |

| Texas | | | 36,113 | | | | | | CooperSurgical sales / commercial offices, manufacturing and office | | |

| Puerto Rico | | | 527,285 | | | | | | CooperVision manufacturing, research and development and distribution | | |

| Costa Rica | | | 168,002 | | | | | | CooperVision and CooperSurgical manufacturing and offices | | |

| Brazil | | | 16,580 | | | | | | CooperVision sales / commercial offices and distribution | | |

| Canada | | | 25,154 | | | | | | CooperVision sales / commercial offices and CooperSurgical office | | |

| Other Americas | | | 114,197 | | | | | | CooperVision manufacturing, sales / commercial offices and distribution; CooperSurgical sales / commercial offices and laboratory | | |

| *EMEA* | | | | | | | | | | | |

| United Kingdom | | | 797,647 | | | | | | CooperVision manufacturing, sales / commercial offices, distribution, research and development and administrative offices; CooperSurgical sales / commercial offices, manufacturing, and genetics lab | | |

| Hungary | | | 330,269 | | | | | | CooperVision manufacturing, distribution and sales / commercial offices | | |

| Belgium | | | 280,067 | | | | | | CooperVision distribution | | |

| Spain | | | 180,058 | | | | | | CooperVision distribution, sales / commercial offices and administrative offices; CooperSurgical sales / commercial offices | | |

| Denmark | | | 63,787 | | | | | | CooperSurgical manufacturing, marketing and administrative offices | | |

| Other EMEA | | | 286,128 | | | | | | CooperVision sales / commercial offices; CooperSurgical manufacturing, sales / commercial offices and distribution | | |

| *ASIA PACIFIC* | | | | | | | | | | | |

| Japan | | | 87,588 | | | | | | CooperVision sales / commercial, distribution and administrative offices; CooperSurgical laboratory, sales, marketing and distribution | | |

| Australia | | | 27,005 | | | | | | CooperVision sales / commercial, distribution and administrative offices; CooperSurgical sales / distribution offices | | |

| Other Asia Pacific | | | 96,780 | | | | | | CooperVision and CooperSurgical sales / commercial offices and distribution | | |

The following is a summary of Cooper's principal facilities as of October 31, 2022.

We generally lease our office and operations facilities but own several manufacturing and research and development facilities, including 298,852 square feet in the United Kingdom, 350,600 square feet in Costa Rica, 78,767 square feet in New York and 33,630 square feet in Texas.

Our lease agreements expire at various dates through the year 2045.

We believe our properties are suitable and adequate for our businesses.

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

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

| Location | | | Approximate Square Feet | | | | | | Operations | | |

| *AMERICAS* | | | | | | | | | | | |

| United States: | | | | | | | | | | | |

| California | | | 201,143 | | | | | | Executive offices; CooperVision manufacturing, research & development and administrative offices; CooperSurgical research & development, distribution and administrative offices | | |

| New York | | | 349,047 | | | | | | CooperVision and CooperSurgical distribution and administrative offices | | |

| New Jersey | | | 37,700 | | | | | | CooperSurgical research and development, distribution and administrative offices | | |

| Connecticut | | | 285,538 | | | | | | CooperSurgical distribution and administrative offices | | |

| Arizona | | | 45,000 | | | | | | CooperVision manufacturing | | |

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

| Puerto Rico | | | 563,284 | | | | | | CooperVision manufacturing, research and development and distribution | | |

| Canada | | | 60,035 | | | | | | CooperVision manufacturing and administrative office; CooperSurgical research & development, distribution and administrative offices | | |

| Brazil | | | 38,623 | | | | | | CooperVision distribution and administrative office | | |

| Other Americas | | | 45,135 | | | | | | CooperVision distribution and administrative offices; CooperSurgical research & development, distribution and administrative offices | | |

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

| *EMEA* | | | | | | | | | | | |

| United Kingdom | | | 691,131 | | | | | | CooperVision manufacturing, distribution, research & development and administrative offices; CooperSurgical research & development, administrative offices | | |

| Hungary | | | 330,149 | | | | | | CooperVision manufacturing | | |

| Belgium | | | 279,967 | | | | | | CooperVision distribution | | |

| Spain | | | 181,145 | | | | | | CooperVision distribution and administrative office; CooperSurgical administrative office | | |

| Netherlands | | | 86,027 | | | | | | CooperVision administrative offices; CooperSurgical research & development and distribution | | |

| Other EMEA | | | 125,005 | | | | | | CooperVision distribution and administrative offices; CooperSurgical administrative offices | | |

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

| *ASIA PACIFIC* | | | | | | | | | | | |

| Japan | | | 103,533 | | | | | | CooperVision distribution and administrative offices; CooperSurgical laboratory/research & development | | |

| Australia | | | 32,844 | | | | | | CooperVision marketing and distribution; CooperSurgical research & development and distribution | | |

| Other Asia Pacific | | | 91,244 | | | | | | CooperVision distribution, marketing and administrative offices; CooperSurgical marketing and administrative office | | |

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Cooper's common stock, par value $0.10 per share, is traded on the New York Stock Exchange under the symbol “COO.” At December 1, [removed: 2021,] [added: 2022,] there were [removed: 287] [added: 268] common stockholders of record.

In dollar terms, we paid cash for dividends of $3.0 million in each of fiscal [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

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: 2021.][added: 2022.]

The graph assumes that the value of the investment in Cooper and in each index was $100 on October 31, [removed: 2016] [added: 2017] and assumes that all dividends were reinvested.

[removed: ][added: ]

*$100 invested on October 31, [removed: 2016] [added: 2017] in stock or index, including reinvestment of dividends.

Copyright© [removed: 2021] [added: 2022] Standard & Poor's, a division of S&P Global.

There was no share repurchase activity during the three-month period ended October 31, [removed: 2021.][added: 2022.]

The following table sets forth certain information as of October 31, [removed: 2021,] [added: 2022,] 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: 2021:][added: 2022:]

(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: 317,335] [added: 289,238] Restricted Stock Units granted pursuant to the Company's equity plans.

The total also includes [removed: 41,216] [added: 79,378] 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.

[removed: (2) Includes] [added: Also includes] information [removed: 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, the] [added: from] Second Amended and Restated 2006 [removed: Long-Term] [added: Long Term] Incentive Plan for Non-Employee [removed: Directors of the Cooper Companies, Inc. (the 2006 Directors' Plan),] [added: Directors,] which [removed: was approved] [added: expired] by [removed: stockholders on] [added: its terms in] March [removed: 16, 2011 and provided for the issuance of up to 950,000 shares of Common Stock,] [added: 2019,] and the 2020 [removed: Long-Term] [added: Long Term] Incentive Plan for Non-Employee Directors [removed: of the Cooper Companies, Inc. (the 2020] [added: (2020] Directors' Plan), which was approved by stockholders on March 18, 2020 and [removed: provided] [added: provides] for the issuance of up to 50,000 shares of Common Stock.

As of October 31, [removed: 2021,] [added: 2022,] up to [removed: 908,753] [added: 690,596] shares of Common Stock may be issued pursuant to the 2007 Plan, up to [removed: 970,784] [added: 948,090] shares of Common Stock may be issued pursuant to the 2019 ESPP and up to [removed: 37,853] [added: 32,836] shares of Common Stock may be issued pursuant to the 2020 Directors' Plan.

| Equity compensation plans approved by shareholders(2) | | | 1,432,459 | | | | | | $264.85 | | | | | | 1,671,522 | | |

| Total | | | 1,432,459 | | | | | | $264.85 | | | | | | 1,671,522 | | |

(2) Includes information with respect to the Third Amended and Restated 2007 Long Term Incentive Plan for Employees (2007 Plan) and the 2019 Employee Stock Purchase Plan (2019 ESPP), as discussed in Note 9.

Stock Plans of the Consolidated Financial Statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

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

| | | | October 2016 | | | | | | October 2017 | | | | | | October 2018 | | | | | | October 2019 | | | | | | October 2020 | | | | | | October 2021 | | |

| 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 | |

The share repurchase program was approved by the Company’s Board of Directors in December 2011 (2012 Share Repurchase Program).

The program as amended in December 2012 and December 2013 provides authorization for a total of $500.0 million.

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

Purchases under the 2012 Share Repurchase Program may be made from time-to-time on the open market at prevailing market prices or in privately negotiated transactions and are subject to a review of the circumstances in place at the time and will be made from time to time as permitted by securities laws and other legal requirements.

This program has no expiration date and may be discontinued at any time.

During the fiscal year ended October 31, 2021, we repurchased a total of 69.6 thousand shares of common stock for $24.8 million at an average price of $356.6 per share under the repurchase program.

At October 31, 2021, approximately $334.8 million remained authorized under the 2012 Share Repurchase Program.

| Equity compensation plans approved by shareholders(2) | | | 1,331,243 | | | | | | $245.09 | | | | | | 1,917,390 | | |

| 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.

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.

To the Stockholders and [added: the] Board of Directors

We have audited the accompanying consolidated balance sheets of The Cooper Companies, Inc. and subsidiaries (the Company) as of October 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended October 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: A company’s internal control over financial reporting includes those policies and] procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

[removed: As discussed in Note 6 to the consolidated financial statements,] [added: In November 2020,] the Company completed an intra-group transfer of certain intellectual property and related assets of [removed: the] CooperVision [removed: business] to a [removed: United Kingdom] [added: UK] subsidiary [removed: during] [added: as part of a group restructuring to establish headquarters operations in] the [removed: year ended October 31, 2021.][added: UK.]

As a [removed: result of the transfer,] [added: result,] the Company recognized a deferred tax asset of $1,987.9 million, with a corresponding income tax benefit, [removed: based on] [added: during] the [removed: fair value] [added: first quarter] of [removed: the transferred intangible assets.][added: fiscal 2021.]

We identified the evaluation of the [added: acquisition-date] fair value of the [removed: transferred] [added: stem cell customer relationships] intangible [removed: assets used to recognize the deferred tax] asset [added: in the acquisition of Generate] as a critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls [removed: over] [added: related to] the Company’s [removed: process to estimate] [added: acquisition-date valuation process, including controls over] the [removed: fair value] [added: development] of the [removed: intangible assets.][added: key assumptions identified above.]

We involved valuation professionals with specialized skills and knowledge, who assisted in (1) evaluating the discount rate by comparing it [removed: to] [added: against] a discount rate range that was independently developed [removed: using] [added: based on] publicly available market data for comparable [removed: companies in the industry,] [added: entities,] and (2) [removed: evaluating] [added: developing a fair value estimate of] the [removed: operating margin assumptions by] [added: stem cell customer relationships intangible asset using the Company’s cash flow projections and independently developed range of discount rates and] comparing [removed: them] [added: it] to [removed: margins earned by comparable companies in] the [removed: industry.][added: Company’s estimate.]

[added: Term Loan Agreement on] December [removed: 10, 2021][added: 17, 2021]

| Years Ended October 31,(In millions, except for earnings per share) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net sales | | | $ | [removed: 2,922.5] [added: 3,308.4] | | | | | $ | [removed: 2,430.9] [added: 2,922.5] | | | | | $ | [removed: 2,653.4] [added: 2,430.9] | |

| Cost of sales | | | [removed: 966.7] [added: 1,168.8] | | | | | | [removed: 896.1] [added: 966.7] | | | | | | [removed: 896.6] [added: 896.1] | | |

| Gross profit | | | [removed: 1,955.8] [added: 2,139.6] | | | | | | [removed: 1,534.8] [added: 1,955.8] | | | | | | [removed: 1,756.8] [added: 1,534.8] | | |

| Selling, general and administrative expense | | | [removed: 1,211.2] [added: 1,342.2] | | | | | | [removed: 992.5] [added: 1,211.2] | | | | | | [removed: 996.2] [added: 992.5] | | |

| Research and development expense | | | [removed: 92.7] [added: 110.3] | | | | | | [removed: 93.3] [added: 92.7] | | | | | | [removed: 86.7] [added: 93.3] | | |

| Amortization of intangibles | | | [removed: 146.1] [added: 179.5] | | | | | | [removed: 137.2] [added: 146.1] | | | | | | [removed: 145.8] [added: 137.2] | | |

| Impairment of intangibles | | | [removed: —] [added: 2.3] | | | | | | — | | | | | | [removed: 0.4] [added: —] | | |

| Operating income | | | [removed: 505.8] [added: 507.6] | | | | | | [removed: 311.8] [added: 505.8] | | | | | | [removed: 546.7] [added: 311.8] | | |

| Interest expense | | | [removed: 23.1] [added: 57.3] | | | | | | [removed: 36.8] [added: 23.1] | | | | | | [removed: 68.0] [added: 36.8] | | |

| Other (income) expense, net | | | [removed: (8.8)] [added: (25.0)] | | | | | | [removed: 8.5] [added: (8.8)] | | | | | | [removed: 1.3] [added: 8.5] | | |

| Income before income taxes | | | [removed: 491.5] [added: 475.3] | | | | | | [removed: 266.5] [added: 491.5] | | | | | | [removed: 477.4] [added: 266.5] | | |

| Provision for income taxes (Note 6) | | | [removed: (2,453.2)] [added: 89.5] | | | | | | [removed: 28.1] [added: (2,453.2)] | | | | | | [removed: 10.7] [added: 28.1] | | |

| Net income | | | [removed: 2,944.7] [added: $] | [added: 385.8] | | | | | [removed: 238.4] [added: $] | [added: 2,944.7] | | | | | [removed: 466.7] [added: $] | [added: 238.4] | |

| Net income [removed: attributable to Cooper stockholders] | | | $ | [removed: 2,944.7] [added: 385.8] | | | | | $ | [removed: 238.4] [added: 2,944.7] | | | | | $ | [removed: 466.7] [added: 238.4] | |

| Basic | | | $ | [removed: 59.80] [added: 7.83] | | | | | $ | [removed: 4.85] [added: 59.80] | | | | | $ | [removed: 9.44] [added: 4.85] | |

| Diluted | | | $ | [removed: 59.16] [added: 7.76] | | | | | $ | [removed: 4.81] [added: 59.16] | | | | | $ | [removed: 9.33] [added: 4.81] | |

| Basic | | | [removed: 49.2] [added: 49.3] | | | | | | [removed: 49.1] [added: 49.2] | | | | | | [removed: 49.4] [added: 49.1] | | |

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

| Years Ended October 31,(In millions) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net income | | | $ | [removed: 2,944.7] [added: 385.8] | | | | | $ | [removed: 238.4] [added: 2,944.7] | | | | | $ | [removed: 466.7] [added: 238.4] | |

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

| Cash flow hedges, net of tax [removed: provision] of [added: $26.1,] $8.2 and [removed: $(4.1) in fiscal 2021 and fiscal 2020,] [added: $(4.1),] respectively | | | [removed: 26.1] [added: 81.3] | | | | | | [removed: (13.0)] [added: 26.1] | | | | | | [removed: —] [added: (13.0)] | | |

| Change in minimum pension liability, net of tax [removed: provision] of [removed: $7.2, $(4.0)] [added: $8.7, $7.2] and [removed: $(8.0),] [added: $(4.0),] respectively | | | [removed: 22.6] [added: 27.9] | | | | | | [removed: (12.8)] [added: 22.6] | | | | | | [removed: (25.4)] [added: (12.8)] | | |

| Foreign currency translation adjustment | | | [removed: 82.0] [added: (234.7)] | | | | | | [removed: 0.9] [added: 82.0] | | | | | | [removed: 9.0] [added: 0.9] | | |

| Other comprehensive [removed: income] (loss) [added: income] | | | [removed: 130.7] [added: (125.5)] | | | | | | [removed: (24.9)] [added: 130.7] | | | | | | [removed: (16.4)] [added: (24.9)] | | |

| Comprehensive income | | | $ | [removed: 3,075.4] [added: 260.3] | | | | | $ | [removed: 213.5] [added: 3,075.4] | | | | | $ | [removed: 450.3] [added: 213.5] | |

| October 31,(In millions) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

The Cooper Companies, Inc., acquired Generate Life Sciences (Generate) on December 17, 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of October 31, 2022, Generate’s internal control over financial reporting associated with total assets of $2.1 billion and total revenues of $249.5 million included in the consolidated financial statements of the Company as of and for the year ended October 31, 2022.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Generate.

A company’s internal control over financial reporting includes those policies and

Fair value of acquired customer relationships intangible asset

As discussed in Notes 1 and 3 to the consolidated financial statements, the Company consummated the acquisition of Generate Life Sciences (Generate) for $1.663 billion during the year ended October 31, 2022.

The acquisition-date fair value of Generate’s customer relationships intangible assets was $718.3 million, which included a customer relationships intangible asset related to newborn stem cell storage contracts (stem cell customer relationships intangible asset).

We performed sensitivity analyses to determine the key assumptions used to value the stem cell customer relationships intangible asset which required challenging auditor judgment.

The fair value of the acquired intangible assets were sensitive to possible changes in the forecasted revenue and discount rate assumptions, requiring a high degree of auditor judgment and the assistance of valuation professionals with specialized skills and knowledge.

We evaluated forecasted revenue by comparing it to the historical performance of peer companies, the Company and the acquired business.

We also assessed the Company’s ability to accurately forecast by comparing forecasted revenue of the acquired business to actual results since the acquisition date.

| Property, plant and equipment, net | | | 1,432.9 | | | | | | 1,347.6 | | |

| Deferred revenue | | | 93.6 | | | | | | 19.0 | | |

| Other current liabilities | | | 373.1 | | | | | | 317.9 | | |

| Deferred revenue | | | 198.3 | | | | | | $ | 0.1 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 385.8 | | | | | | — | | | | | | — | | | | | | 385.8 | | |

| Balance at October 31, 2022 | | | 49.3 | | | | | | $ | 5.0 | | | | | 4.5 | | | | | | $ | 0.4 | | | | | $ | 1,765.5 | | | | | $ | (466.8) | | | | | $ | 6,584.9 | | | | | $ | (714.5) | | | | | $ | 0.2 | | | | | $ | 7,174.7 | |

| Settlement of contingent consideration | | | (52.3) | | | | | | — | | | | | | — | | |

| Proceeds from sale of interest in a subsidiary | | | 52.1 | | | | | | — | | | | | | — | | |

| Proceeds from long-term debt, net of issuance costs | | | 1,511.0 | | | | | | 1,427.4 | | | | | | 3,199.8 | | |

| Settlement of contingent consideration | | | (2.9) | | | | | | — | | | | | | — | | |

| Operating lease liabilities | | | $ | 45.3 | | | | | $ | 37.4 | | | | | $ | 40.6 | |

Organization

Actual results could differ from those estimates.

The full extent to which the pandemic will directly or indirectly impact the Company's business, results of operations, and financial condition, including sales, expenses, manufacturing, clinical trials, research and development costs, reserves and allowances, fair value measurements, asset impairment charges, contingent consideration obligations, and the effectiveness of the Company's hedging instruments, will depend on future developments that are highly uncertain and difficult to predict.

These developments include, but are not limited to, the duration and spread of the outbreak (including new and more contagious variants of COVID-19), its severity, the actions to contain the virus or address its impact, the timing, distribution, public acceptance and efficacy of vaccines and other treatments, United States and foreign government actions to respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume.

Historically, returns have been infrequent and insignificant relative to our total sales.

Deferred revenue primarily represents prepaid stem cell storage as part of the CooperSurgical business unit.

Revenue related to stem cell storage is recognized over the service period, which can range from one year to the lifetime of a customer.

Financial Derivatives and Hedging

Accounting for gains or losses resulting from changes in the values of those derivatives depends on the use of the derivative instrument and whether it qualifies for hedge accounting.

Refer to Note 13.

general and administrative expense in the Consolidated Statements of Income.

Income taxes are estimated based on enacted income tax laws and the results of operations in each jurisdiction.

Deferred tax assets and liabilities are estimated based on temporary differences between the financial reporting basis and income tax basis of assets and liabilities.

Deferred tax assets are also estimated based on net operating loss and tax credit carryforwards.

Deferred tax assets are reduced by a valuation allowance to the extent it is more likely than not they are not expected to be realized.

Adjustments to deferred tax assets and liabilities due to changes in tax laws, changes in jurisdiction from intra-group transfers of assets, and changes in judgment regarding a valuation allowance are recognized in provision for income taxes in the quarter in which such changes occur.

Long-term tax payable is estimated income tax to be paid for unrecognized tax benefits.

A tax benefit is recognized if it is more likely than not a tax position will be sustained based on its technical merits in a tax authority examination, based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority.

Adjustments to unrecognized tax benefits due to changes in judgment are recognized in provision for income taxes in the quarter in which such changes occur.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

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.

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

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

| Gain on sale of an intangible | | | — | | | | | | — | | | | | | (19.0) | | |

| Comprehensive income attributable to Cooper stockholders | | | $ | 3,075.4 | | | | | $ | 213.5 | | | | | $ | 450.3 | |

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

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

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

| Balance at October 31, 2018 | | | 49.2 | | | | | | $ | 5.0 | | | | | 3.6 | | | | | | $ | 0.3 | | | | | $ | 1,572.1 | | | | | $ | (430.7) | | | | | $ | 2,576.0 | | | | | $ | (415.1) | | | | | $ | 0.2 | | | | | $ | 3,307.8 | |

| Net income attributable to Cooper stockholders | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 466.7 | | | | | | — | | | | | | — | | | | | | 466.7 | | |

| Issuance of common stock for stock plans, net | | | 0.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7.8 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7.8 | | |

| ASU 2016-16 adoption | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (13.3) | | | | | | — | | | | | | — | | | | | | (13.3) | | |

| Inventory step-up release | | | 2.0 | | | | | | — | | | | | | 0.1 | | |

| Provision for doubtful accounts | | | (2.5) | | | | | | (6.2) | | | | | | (2.6) | | |

| Interest income on convertible note | | | (3.4) | | | | | | (1.0) | | | | | | — | | |

| Proceeds from long-term debt | | | 1,427.5 | | | | | | 3,205.4 | | | | | | 1,136.8 | | |

| Issuance of common stock for employee stock purchase plan | | | 5.8 | | | | | | 2.7 | | | | | | — | | |

| Debt acquisition costs | | | (0.1) | | | | | | (5.6) | | | | | | (0.4) | | |

| Proceeds from construction allowance | | | — | | | | | | 2.1 | | | | | | — | | |

Notes to Consolidated Financial Statements

General

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

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

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

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

- allowance for doubtful accounts and credit losses

- the carrying value of inventory

- the carrying value of goodwill and other long-lived assets

factors, could result in material changes to the estimates and material impacts to the Company’s Consolidated Financial Statements in future reporting periods.

Significant Accounting Policies

Management's significant accounting policies include estimates and judgments which are an integral part of financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP).

We believe that the accounting policies described in this section address the more significant policies utilized by management when preparing our consolidated financial statements in accordance with GAAP.

We believe that the accounting policies and estimates employed are appropriate and resulting balances are reasonable; however, actual results could differ from the original estimates, requiring adjustment to these balances in future periods.

The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most important to aid in fully understanding and evaluating our reported financial results are:

In situations where sales are to a distributor, the Company has concluded that its contracts are with the distributor.

The Company's Chief Executive Officer and Chief Financial Officer based upon their evaluation as of October 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021.][added: 2022.]

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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company acquired Generate Life Sciences on December 17, 2021, and management excluded it from its assessment of the effectiveness of internal control over financial reporting as of October 31, 2022.

Generate’s and its subsidiaries’ internal control over financial reporting associated with total assets of $2.1 billion and total revenues of $249.5 million included in the consolidated financial statements of The Cooper Companies, Inc. as of and for the year ended October 31, 2022.

We have not experienced any material impact to our internal controls over financial reporting despite the fact that certain of our

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

employees are working remotely due to the COVID-19 pandemic.

We are continually monitoring and assessing the COVID-19 related considerations and any impact on the design and operating effectiveness of our internal control over financial reporting.

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: 2022] [added: 2023] (the [removed: 2022] [added: 2023] Proxy Statement).

The information required by this item is incorporated by reference to the [removed: 2022] [added: 2023] Proxy Statement.

Additional information required by this item is incorporated by reference to the [removed: 2022] [added: 2023] Proxy Statement.

The information required by this item is incorporated by reference to the [removed: 2022] [added: 2023] Proxy Statement.

The information required by this item is incorporated by reference to “Report of the Audit Committee” section of the [removed: 2022] [added: 2023] Proxy Statement.

Statements of Income for the years ended October 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Statements of Comprehensive Income for the years ended October 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Balance Sheets as of October 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

Statements of Stockholders' Equity for the years ended October 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Statements of Cash Flows for the years ended October 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Three Years Ended October 31, [removed: 2021][added: 2022]

| 10.12# | | | [Form of Restricted Stock Unit Agreement pursuant to the 2020 Long Term Incentive Plan for Non-Employee Directors of The Cooper Companies, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/711404/000119312519315153/d844723dex101.htm)] [added: Inc](http://www.sec.gov/Archives/edgar/data/711404/000119312519315153/d844723dex101.htm)[.](http://www.sec.gov/Archives/edgar/data/711404/000119312519315153/d844723dex101.htm)[, incorporated by reference to Exhibit 10.13](http://www.sec.gov/Archives/edgar/data/711404/000119312519315153/d844723dex101.htm) [](http://www.sec.gov/Archives/edgar/data/711404/000119312519315153/d844723dex101.htm)[to the C](http://www.sec.gov/Archives/edgar/data/711404/000119312519315153/d844723dex101.htm)[ompan](http://www.sec.gov/Archives/edgar/data/711404/000119312519315153/d844723dex101.htm)[y's An](http://www.sec.gov/Archives/edgar/data/711404/000119312519315153/d844723dex101.htm)[nual Report on Form 10-K for the fiscal](http://www.sec.gov/Archives/edgar/data/711404/000119312519315153/d844723dex101.htm) [year ended October 31, 2020](http://www.sec.gov/Archives/edgar/data/711404/000119312519315153/d844723dex101.htm)[, incorporated by reference to Exhibit 10.1](http://www.sec.gov/Archives/edgar/data/711404/000119312519315153/d844723dex101.htm)] | | |

| 10.19 | | | [Amendment No. 1 and Joinder, dated as of October 30, 2020, to Revolving Credit and Term Loan Agreement, dated as of April 1, 2020, among the Company, CooperVision International Holding Company, LP, CooperSurgical Netherlands B.V., CooperVision Holding Kft., the lenders from time to time party thereto and KeyBank National Association, as [removed: administrat](https://www.sec.gov/Archives/edgar/data/711404/000071140420000042/c00-ex102020201031x10k.htm)[ive](https://www.sec.gov/Archives/edgar/data/711404/000071140420000042/c00-ex102020201031x10k.htm) [agent,] [added: administrative agent,] incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2020](https://www.sec.gov/Archives/edgar/data/711404/000071140420000042/c00-ex102020201031x10k.htm) | | |

| 10.20 | | | [Loan Agreement, dated as of November 2, 2021, among the Company, the [removed: lenders](https://www.sec.gov/Archives/edgar/data/711404/000119312521321676/d235792dex101.htm) [party] [added: lenders party] thereto and The Bank of Nova Scotia, as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/711404/000119312521321676/d235792dex101.htm)[,](https://www.sec.gov/Archives/edgar/data/711404/000119312521321676/d235792dex101.htm) [incorporated] [added: agent, incorporated] by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K [removed: dated](https://www.sec.gov/Archives/edgar/data/711404/000119312521321676/d235792dex101.htm) [November](https://www.sec.gov/Archives/edgar/data/711404/000119312521321676/d235792dex101.htm) [5](https://www.sec.gov/Archives/edgar/data/711404/000119312521321676/d235792dex101.htm)[, 202](https://www.sec.gov/Archives/edgar/data/711404/000119312521321676/d235792dex101.htm)[1](https://www.sec.gov/Archives/edgar/data/711404/000119312521321676/d235792dex101.htm)] [added: dated November 5, 2021](https://www.sec.gov/Archives/edgar/data/711404/000119312521321676/d235792dex101.htm)] | | |

| [removed: 10.21#] [added: 10.23#] | | | [The Cooper Companies, Inc. [removed: 202](https://www.sec.gov/Archives/edgar/data/0000711404/000119312521025835/d13169dex101.htm)[1](https://www.sec.gov/Archives/edgar/data/0000711404/000119312521025835/d13169dex101.htm) [Incentive] [added: 2022 Incentive] Payment Plan, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K [removed: filed](https://www.sec.gov/Archives/edgar/data/0000711404/000119312521025835/d13169dex101.htm) [February 2](https://www.sec.gov/Archives/edgar/data/0000711404/000119312521025835/d13169dex101.htm)[, 20](https://www.sec.gov/Archives/edgar/data/0000711404/000119312521025835/d13169dex101.htm)[21](https://www.sec.gov/Archives/edgar/data/0000711404/000119312521025835/d13169dex101.htm)] [added: filed December 10, 202](https://www.sec.gov/Archives/edgar/data/711404/000119312521353917/d220660dex101.htm)[1](https://www.sec.gov/Archives/edgar/data/711404/000119312521353917/d220660dex101.htm)] | | |

| [removed: 10.22] [added: 10.24] | | | [Agreement and Plan of Merger, dated as of November 6, 2021, by and [removed: among](https://www.sec.gov/Archives/edgar/data/711404/000119312521326207/d204711dex21.htm) [T](https://www.sec.gov/Archives/edgar/data/711404/000119312521326207/d204711dex21.htm)[he](https://www.sec.gov/Archives/edgar/data/711404/000119312521326207/d204711dex21.htm) [Cooper](https://www.sec.gov/Archives/edgar/data/711404/000119312521326207/d204711dex21.htm) [Compan](https://www.sec.gov/Archives/edgar/data/711404/000119312521326207/d204711dex21.htm)[ies, I](https://www.sec.gov/Archives/edgar/data/711404/000119312521326207/d204711dex21.htm)[nc.](https://www.sec.gov/Archives/edgar/data/711404/000119312521326207/d204711dex21.htm)[,] [added: among The Cooper Companies, Inc.,] CooperSurgical, Inc., Bruin Merger Sub, LLC, GI Generate Parent LLC, and GI Partners Acquisitions LLC., incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated November 10, 2021](https://www.sec.gov/Archives/edgar/data/711404/000119312521326207/d204711dex21.htm) | | |

| 21 | | | [removed: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/711404/000071140421000038/coo-ex21_20211031x10k.htm)] [added: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/711404/000071140422000053/coo-ex21_20221031x10k.htm)] | | |

| 23 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/711404/000071140421000038/coo-ex23_20211031x10k.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/711404/000071140422000053/coo-ex23_20221031x10k.htm)] | | |

| 31.1 | | | [Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/711404/000071140421000038/coo-ex311_20211031x10k.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/711404/000071140422000053/coo-ex311_20221031x10k.htm)] | | |

| 31.2 | | | [Certification of the Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/711404/000071140421000038/coo-ex312_20211031x10k.htm)[,](https://www.sec.gov/Archives/edgar/data/711404/000071140421000038/coo-ex312_20211031x10k.htm) [pursuant] [added: Officer, pursuant] to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/711404/000071140421000038/coo-ex312_20211031x10k.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/711404/000071140422000053/coo-ex312_20221031x10k.htm)] | | |

| 32.1* | | | [Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section [removed: 1350](https://www.sec.gov/Archives/edgar/data/711404/000071140421000038/coo-ex321_20211031x10k.htm)] [added: 1350](https://www.sec.gov/Archives/edgar/data/711404/000071140422000053/coo-ex321_20221031x10k.htm)] | | |

| 32.2* | | | [Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section [removed: 1350](https://www.sec.gov/Archives/edgar/data/711404/000071140421000038/coo-ex322_20211031x10k.htm)] [added: 1350](https://www.sec.gov/Archives/edgar/data/711404/000071140422000053/coo-ex322_20221031x10k.htm)] | | |

| 101 | | | The following materials from the Company's Annual Report on Form 10-K for the year ended October 31, [removed: 2021,] [added: 2022,] formatted in Inline XBRL (Extensible Business Reporting Language):(i) Consolidated Statements of Income for the years ended October 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] (ii) Consolidated Statements of Comprehensive Income for the years ended October 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] (iii) Consolidated Balance Sheets at October 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] (iv) Consolidated Statements of Stockholders' Equity for the years ended October 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] (v) Consolidated Statements of Cash Flows for the years ended October 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] (vi) related notes to consolidated financial statements and (vii) Schedule II Valuation and Qualifying Accounts | | |

| Year Ended October 31, 2022 | | | 51.8 | | | | | | 13.3 | | | | | | (5.0) | | | | | | 60.1 | | |

| 10.21 | | | [Term Loan Agreement, dated as of December 17, 2021, by and among The Cooper Companies, Inc., the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent, incorporated by reference to the Company's Current Report on Form 8-K filed on December 17, 2021.](http://www.sec.gov/Archives/edgar/data/711404/000119312521361145/d272863dex101.htm) | | |

| 10.22 | | | [Amendment No.2 and Joinder, dated as of December 17, 2021, to Revolving Credit and Term Loan Agreement, dated as of April 1, 2020, among the Company, CooperVision International Limited, CooperVision Holding Kft., CooperSurgical Holdings Limited, the lenders party thereto, and KeyBank, National Association, as administrative agent](http://www.sec.gov/Archives/edgar/data/711404/000071140422000015/coo-ex103_2022x01x31x10q.htm)[,](http://www.sec.gov/Archives/edgar/data/711404/000071140422000015/coo-ex103_2022x01x31x10q.htm) [Exhibit 10.](http://www.sec.gov/Archives/edgar/data/711404/000071140422000015/coo-ex103_2022x01x31x10q.htm)[3](http://www.sec.gov/Archives/edgar/data/711404/000071140422000015/coo-ex103_2022x01x31x10q.htm) [of the Company's Current Report on Form 8-K filed December 10, 2021](http://www.sec.gov/Archives/edgar/data/711404/000071140422000015/coo-ex103_2022x01x31x10q.htm) | | |

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

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

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

| Allowance for doubtful accounts: | | | | | | | | | | | | | | | | | | | | | | | |

| Year Ended October 31, 2021 | | | $ | 10.2 | | | | | $ | 0.7 | | | | | $ | (1.7) | | | | | $ | 9.2 | |

| Year Ended October 31, 2020 | | | $ | 16.4 | | | | | $ | 3.6 | | | | | $ | (9.8) | | | | | $ | 10.2 | |

| Year Ended October 31, 2019 | | | $ | 19.0 | | | | | $ | 1.6 | | | | | $ | (4.2) | | | | | $ | 16.4 | |

(1) Consists of additions representing allowances and recoveries, less deductions representing receivables written off as uncollectible.

| Year Ended October 31, 2019 | | | 39.1 | | | | | | 3.9 | | | | | | (1.5) | | | | | | 41.5 | | |

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

| | | | | | |

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

| Exhibit Number | | | Description of Document | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December [removed: 10, 2021.][added: 9, 2022.]

| /s/ ALBERT G. WHITE, III | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | December [removed: 10, 2021] [added: 9, 2022] | | |

| /s/ ROBERT S. WEISS | | | | | | Chairman of the Board | | | | | | December [removed: 10, 2021] [added: 9, 2022] | | |

| /s/ WILLIAM A. KOZY | | | | | | Vice Chairman of the Board and Lead Director | | | | | | December [removed: 10, 2021] [added: 9, 2022] | | |

| /s/ BRIAN G. ANDREWS | | | | | | Executive Vice President, Chief Financial Officer [removed: &] [added: and] Treasurer | | | | | | December [removed: 10, 2021] [added: 9, 2022] | | |

| /s/ AGOSTINO RICUPATI | | | | | | [added: Senior Vice President and] Chief Accounting Officer [removed: & Senior Vice President, Finance & Tax] | | | | | | December [removed: 10, 2021] [added: 9, 2022] | | |

| /s/ COLLEEN E. JAY | | | | | | Director | | | | | | December [removed: 10, 2021] [added: 9, 2022] | | |

| /s/ JODY S. LINDELL | | | | | | Director | | | | | | December [removed: 10, 2021] [added: 9, 2022] | | |

| /s/ GARY S. PETERSMEYER | | | | | | Director | | | | | | December [removed: 10, 2021] [added: 9, 2022] | | |

| /s/ MARIA RIVAS M.D. | | | | | | Director | | | | | | December [removed: 10, 2021] [added: 9, 2022] | | |

| /s/ TERESA S. MADDEN | | | | | | Director | | | | | | December [removed: 10, 2021] [added: 9, 2022] | | |

| BOARD OF DIRECTORS Robert S. Weiss Chairman of the Board William A. Kozy Vice Chairman and Lead Director Colleen E. Jay Director Jody S. Lindell President and Chief Executive Officer, S.G. Management, Inc. [added: Cynthia L. Lucchese Chief Strategy Officer, Penske Entertainment Corp.] Teresa S. Madden Director Gary S. Petersmeyer Director Maria Rivas M.D. [removed: Director] [added: Global Chief Medical Affairs Officer and Head of Evidence Generation, Pfizer, Inc.] Albert G. White, III President & Chief Executive Officer COMMITTEES OF THE BOARD Audit Committee [added: Teresa S. Madden (Chairman)] Jody S. Lindell [removed: (Chairman) Teresa] [added: Cynthia L. Lucchese Gary] S. [removed: Madden] [added: Petersmeyer] Maria Rivas M.D. [removed: Gary Petersmeyer] Corporate Governance and Nominating Committee William A. Kozy (Chairman) Colleen E. Jay Jody S. Lindell [added: Cynthia L. Lucchese] Maria Rivas M.D. Organization and Compensation Committee Colleen E. Jay (Chairman) William A. Kozy Teresa S. Madden Gary S. Petersmeyer | | | | | | EXECUTIVE OFFICERS Albert G. White, III President and Chief Executive Officer [removed: Mark J. Drury Vice President, Secretary and General Counsel Agostino Ricupati Senior] [added: Daniel G. McBride Executive] Vice President [removed: Finance] and [removed: Tax, and] Chief [removed: Accounting] [added: Operating] Officer Brian G. Andrews Executive Vice President, Chief Financial Officer [removed: &] [added: and] Treasurer [added: Agostino Ricupati Senior Vice President and Chief Accounting Officer Nicholas S. Khadder Vice President, General Counsel and Corporate Secretary] Holly [added: R.] Sheffield President of CooperSurgical, Inc. [removed: Daniel G. McBride, Esq. Executive Vice President and Chief Operating Officer;] [added: Gerard H. Warner III] President of CooperVision, Inc. PRINCIPAL SUBSIDIARIES CooperVision, Inc. 6101 Bollinger Canyon Road Suite 500 San Ramon, CA 94583 925-460-3600 www.coopervision.com CooperSurgical, Inc. 75 Corporate Drive Trumbull, CT 06611 203-601-5200 www.coopersurgical.com CORPORATE OFFICES The Cooper Companies, Inc. 6101 Bollinger Canyon Road Suite 500 San Ramon, CA 94583 925-460-3600 www.coopercos.com | | | | | | INVESTOR INFORMATION Recent news releases, the annual report on Securities and Exchange Commission Form 10-K, information about the Company's corporate governance program, recent investor presentations, replays of quarterly conference calls and historical stock quotes are available on our Web site at www.coopercos.com. INVESTOR RELATIONS CONTACT *Kim Duncan* Vice President, Investor Relations [removed: &] [added: and] Risk Management 6101 Bollinger Canyon Road Suite 500 San Ramon, CA 94583 Voice: 925-460-3663 E-mail: ir@cooperco.com ANNUAL MEETING The Cooper Companies will hold its Annual Stockholders' Meeting in March [removed: 2022.] [added: 2023.] TRANSFER AGENT American Stock Transfer & Trust Company 6201 15th Avenue Brooklyn, NY 11219 800-937-5449 TRADEMARKS The Cooper Companies, Inc., its subsidiaries or affiliates own, license or distribute the registered trademarks, common law trademarks and trade names referenced in this report. INDEPENDENT AUDITORS KPMG LLP STOCK EXCHANGE LISTING The New York Stock Exchange Ticker Symbol “COO” | | |

| /s/ CYNTHIA L. LUCCHESE | | | | | | Director | | | | | | December 9, 2022 | | |

| (Cynthia L. Lucchese) | | | | | | | | | | | | | | |