Cooper Companies (COO) 10-K risk factor changes: FY2023 vs FY2022

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

[removed: Foreign countries, in particular the Euro zone,] [added: The United States and foreign countries] have experienced recessionary pressures and face continued concerns about the systemic impacts of adverse economic conditions and geopolitical issues.

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

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 [removed: business operations or financial results.][added: business.]

[removed: There is no] [added: We cannot] guarantee that we will be able to fully absorb any such additional costs or revenue declines in the prices for our products and services.

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

Inflation could materially adversely affect our [removed: business and operations.][added: business.]

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

Changes in economic conditions, supply chain constraints, logistics challenges, labor shortages, the war in [removed: Ukraine,] [added: Ukraine] and [added: other international conflicts, and] steps taken by governments and central banks, [removed: 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.

Our substantial and expanding international operations are subject to uncertainties which could affect our [removed: operating results.][added: business.]

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

More than half of our net sales for the fiscal years ended October 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] were derived from the sale of products outside the United States.

- challenges in complying with a variety of international legal, compliance and regulatory requirements such as the Foreign Corrupt Practices Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the UK Bribery Act, international data security and privacy laws, EU MDR and EU [removed: IVDR;][added: IVDR.]

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

However, any of these factors could adversely affect our international operations and, consequently, our [removed: operating results.][added: business.]

[removed: The] [added: International Conflicts, such as the] war between Russia and [removed: Ukraine] [added: Ukraine,] could adversely affect our [removed: business, financial condition and results of operations.][added: business.]

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

[removed: The length, impact, and outcome of this ongoing military conflict is highly unpredictable] [added: It has led] and could [added: continue to] 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 [removed: U.S.,] [added: United States,] the [removed: European Union,] [added: EU,] 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 [removed: Republic, including, among others:][added: Republic.]

The situation [removed: is rapidly evolving,] [added: continues to evolve] 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 [removed: business, financial condition, and results of operations.][added: business.]

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

Acquisitions [added: and other strategic transactions] that we have made and may make in the future involve numerous risks.

As part of our growth strategy, we intend to continue to consider acquiring complementary technologies, products and [removed: businesses.][added: businesses and establishing joint ventures or other strategic relationships.]

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

In fiscal 2022, CooperVision acquired a [removed: privately-held] [added: private] Denmark-based ortho-k contact lens distributor.

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

Risks we could face with respect to these acquisitions [added: and other strategic transaction] include:

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

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

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

Any prolonged disruption in the operations of our existing manufacturing or distribution facilities or our fertility and stem cell storage facilities, whether due to [removed: 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 [removed: business, financial condition and results of operations.][added: business.]

In addition, materials such as silicone hydrogel require improvements to our manufacturing processes to make them [removed: cost effective.][added: cost-effective.]

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: UK] [added: United Kingdom] and the [removed: U.S.,] [added: United States,] with other smaller facilities also existing in multiple locations around the world.

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

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

CooperSurgical primarily distributes products out of its facilities in the [removed: U.S.] [added: United States] and the Netherlands and [added: operates fertility and stem cell storage facilities in the United States, Canada and Australia.]

Any prolonged disruption in the operations of our existing distribution 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 [removed: business, financial condition and results of operations.][added: business.]

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 expertise, especially given increased vulnerability of corporate information technology systems as distributed work environments have become [removed: prevalent (including as a result of the COVID-19 pandemic).][added: prevalent.]

While we have invested in the protection of data and information technology, [removed: there can] [added: we cannot] be [removed: no assurance] [added: assured] that our efforts will prevent or quickly identify service interruptions or security breaches.

We cannot [removed: assure] [added: be assured] that our data protection efforts and our investment in information technology will prevent significant breakdowns, data leakages or breaches in our systems or those of our third-party services providers or partners.

and environmental laws and requirements applicable to our facilities, products or manufacturing processes, including evolving regulations regarding the use of hazardous substances or chemicals in our products.

The military conflict is ongoing and the length, impact, and outcome is highly unpredictable.

- our ability to develop satisfactory working arrangements with our strategic partners in joint ventures or other affiliations;

Further, certain media products have limited storage lives, limiting inventory back-up strategies.

The extent to which the COVID-19 pandemic and related economic disruptions impact our business, results of operations, cash flow and financial condition will depend on future developments, which are highly uncertain, difficult to predict and largely outside of our control.

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

advantage in marketing their lenses.

strategy.

In addition, new disclosure standards and rules related to environmental, social and corporate governance (ESG) matters have been adopted and may continue to be introduced in various states and other jurisdiction.

For example, the European Union Corporate Sustainability Reporting Directive (CSRD) became effective in 2023 and applies to both EU and non-EU entities.

In October 2023, California adopted new carbon and climate-related reporting requirements for large public and private companies doing business in the state.

Further, the SEC is expected to finalize a climate change disclosure proposal in 2023.

International ESG disclosure standards have also been produced (and further standards will be produced) under the auspices of the International Sustainability Standards Board (ISSB), which some countries (such as the UK) have indicated they may incorporate into ESG disclosure standards required of certain companies.

As the nature, scope and complexity of ESG reporting, diligence and disclosure requirements expand, significant effort and expenses could be required to comply with the evolving requirements.

As our disclosure obligations increase, third parties may make claims or bring litigation relating to those disclosures which may be costly.

regarding the effects of substances present in certain of our products.

The

However, the MHRA has recently confirmed that, subject to certain conditions, general medical devices compliant with the EU medical devices directive (EU MDD) or EU active implantable medical devices directive (EU AIMDD) with a valid declaration and CE marking can be placed on the Great Britain market up until the sooner of expiry of certificate or June 30, 2028.

In advance of the new regime, the government also intends to introduce specific legislation on post-market surveillance, with new provisions expected to apply from mid-2024.

On February 23, 2022, the FDA issued a proposed rule to amend the QSR regulations to align more closely with the International Organization for Standardization standards.

This proposal has not yet been finalized or adopted.

Accordingly, it is unclear the extent to which this or any other proposals, if adopted, could impose additional or different regulatory requirements on CooperVision and CooperSurgical that could increase the costs of compliance or otherwise create competition that may negatively affect our business.

The manufacture of pharmaceutical therapeutics, such as Paragard, is complex and requires significant expertise and capital investment.

We and our contract manufacturers must comply with cGMP regulations and guidelines.

Manufacturers of pharmaceutical therapeutics often encounter difficulties in production, including difficulties with production costs and yields, quality control, quality assurance testing, operator error, shortages of qualified personnel, as well as compliance with strictly enforced federal, state and foreign regulations.

Furthermore, if microbial, viral or other contaminations are discovered in our therapeutics or in the manufacturing facilities in which our therapeutics, if approved, are made, such manufacturing facilities may need to be closed for an extended period of time to investigate and remedy the contamination.

We cannot be assured that any stability or other issues relating to the manufacture of any of our therapeutics will not occur in the future.

Additionally, our manufacturers may experience manufacturing difficulties due to resource constraints or as a result of labor disputes or unstable political environments.

If our manufacturers were to encounter any of these difficulties, or otherwise fail to comply with their contractual obligations, our ability to provide any therapeutic candidates to patients in clinical trials would be jeopardized.

Any delay or interruption in the supply of clinical trial supplies could delay the completion of clinical trials, increase the costs associated with maintaining clinical trial programs and, depending upon the period of delay, require us to commence new clinical trials at additional expense or terminate clinical trials completely.

Any adverse developments affecting clinical or commercial manufacturing of our therapeutics may result in shipment delays, inventory shortages, lot failures, therapeutic withdrawals or recalls, or other interruptions in the supply of our therapeutics or therapeutic candidates.

We may also have to take inventory write-offs and incur other charges and expenses for therapeutics or therapeutic candidates that fail to meet specifications, undertake costly remediation efforts or seek more costly manufacturing alternatives.

Accordingly, failures or difficulties faced at any level of our supply chain could materially adversely affect our business and delay or impede the development and commercialization of any of our therapeutics or therapeutic candidates and could have a material adverse effect on our business.

In the EU, regulatory authorities have the power to carry out announced and, if necessary, unannounced inspections of companies, as well as suppliers and/or sub-contractors and, where necessary, the facilities of professional users.

Failure to comply with regulatory requirements (as applicable) could require time and resources to respond to the regulatory authorities’ observations and to implement corrective and preventive actions, as appropriate.

Regulatory authorities have broad compliance and enforcement powers and if such issues cannot be resolved to their satisfaction can take a variety of actions, including untitled or warning letters, fines, consent decrees, injunctions, or civil or criminal penalties.

duties and tax requirements.

The advertising and promotion of medical devices is subject to some general principles set forth in the EU legislation.

Directive 2006/114/EC concerning misleading and comparative advertising and Directive 2005/29/EC on unfair commercial practices, while not specific to the advertising of medical devices, apply to the advertising thereof and contain general rules, for example, requiring that advertisements be evidenced, balanced and not misleading.

Specific requirements are defined at a national level.

- difficulty managing the effects of the COVID-19 pandemic on our ability to operate internationally and for our employees to travel internationally;

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

- 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.

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

To the extent the COVID-19 pandemic persists, with surges in infection and 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.

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

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

In fiscal 2021, CooperSurgical acquired three privately-held medical device companies

and one privately-held IVF cryostorage software solutions company.

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

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

purchasing behavior of such customers or the amount such payors are willing to reimburse our customers for procedures using our products, including as a result of healthcare reform initiatives, could create additional pricing pressure on us.

However, we cannot assure that these

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

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

CooperVision’s failure to adapt

With respect to our CooperVision products, these developments could include contact lenses with anti-microbial or anti-allergenic features, or “smart” contact lenses that incorporate electronics, which could lead to the obsolescence of one or more of our products.

Competitors may also introduce new uses for contact lenses, such as for drug delivery or the control of myopia.

With respect to CooperSurgical products and services, novel contraceptive devices or methods, genetic testing methods and disease treatments could reduce or eliminate demand for certain of our products and services.

When we are acting as a business associate, our clients that are covered entities are mandated by HIPAA to enter into written agreements with us - known as business associate agreements - that require us to safeguard PHI in accordance with HIPAA.

Our genetics testing subsidiaries are likewise required to enter into business associate agreements with any of their business associates.

In addition, we may not be able to prevent incidences of inappropriate use or unauthorized access to PHI by our employees or contractors, despite the safeguards.

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

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

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

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

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

For example, the GDPR went into effect on May

25, 2018, and imposes stringent operational requirements for processors and controllers of personal data in the context of an establishment in the EEA or the processing of personal data of individuals within the EEA, including, for example, expanded disclosures about how personal information is to be used, limitations on retention of information, increased requirements pertaining to health data and pseudonymized (e.g. key-coded) data, mandatory data breach notification requirements, handling data subject access requests and higher standards for data controllers to demonstrate that they have obtained valid consent for certain data processing activities.

We may be subject to diverging requirements under EU member state laws and UK law, such as whether consent can be used as the legal basis for processing in clinical trials and the roles, responsibilities and liabilities as between contract research organizations and sponsors.

In addition, the GDPR increases the scrutiny of transfers of personal data from the EEA, including from clinical trial sites located in the EEA, to the U.S. and other jurisdictions that the European Commission does not recognize as having “adequate” data protection laws.

In July 2020, the Court of Justice of the European Union issued its judgment in the Schrems II case and limited how organizations could lawfully transfer personal data from the EEA to the U.S. by invalidating the EU-US Privacy Shield and imposing further restrictions on use of the standard contractual clauses, which could increase our costs and our ability to efficiently process personal data from the EEA.

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

Use of the standard contractual clauses must now be assessed on a case-by-case basis taking into account the legal regime applicable in the destination country, in particular applicable surveillance laws and rights of individuals and additional measures and/or contractual provisions may need to be put in place.

Subsequent European court and regulator decisions have taken a restrictive approach to international data transfers.

On June 4, 2021, the European Commission adopted the new standard contractual clauses for the transfer of personal data to third countries (New SCCs).

The New SCCs combine general clauses applicable in all cases with four modules that are adapted to different transfer scenarios.

In this section, we discuss the results of our operations for fiscal [removed: 2022] [added: 2023] compared with fiscal [removed: 2021.][added: 2022.]

We discuss our cash flows and current financial condition under “Capital Resources and Liquidity.” For a discussion related to fiscal [removed: 2021] [added: 2022] compared with fiscal [removed: 2020,] [added: 2021,] 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 [removed: Year Ended] [added: year ended] October 31, [removed: 2021,] [added: 2022,] which was filed with the United States Securities and Exchange Commission (SEC) on December [removed: 10, 2021,] [added: 9, 2022,] and is available on the SEC's website at www.sec.gov and our Investor Relations website at investor.coopercos.com.

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

These risks and uncertainties have adversely affected our sales, cash flow and [removed: current] performance in the past and [removed: are likely to] [added: could] further adversely affect our future sales, cash flow and performance.

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

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

[removed: In November 2019,] CooperVision [removed: received U.S. Food and Drug Administration (FDA)] [added: has FDA] approval for its [removed: MiSight®] [added: 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 [removed: 8-12 and became available in the United States during fiscal 2020.][added: 8-12.]

[removed: In August 2021,] [added: Further,] CooperVision [removed: received] [added: has] Chinese [removed: National Medical Products Administration (NMPA)] [added: NMPA] approval for its [removed: MiSight®] [added: MiSight] 1 day lens for use in China.

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

Outside of single-use, the [removed: Biofinity®] [added: Biofinity] and Avaira [removed: Vitality®] [added: Vitality] product families comprise our focus in the FRP, or frequent replacement product, market which encompasses the [removed: 2-week and] monthly [added: and two-week] modalities.

Included in this segment are unique products such as Biofinity [removed: Energys®,] [added: Energys,] which helps individuals with digital eye fatigue.

*CooperSurgical -* Our CooperSurgical business competes in the [removed: general] [added: fertility and women's] health care market [removed: with a commitment to advancing the health of women, babies and families] through its diversified portfolio of products and [removed: services focusing on women's health] [added: services, including fertility products] and [removed: fertility.][added: services, medical devices, cryostorage (such as cord blood and cord tissue storage) and contraception.]

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

[removed: We] [added: Considering recent market conditions, we have re-evaluated our operating cash flows and cash requirements and continue to] believe that current cash, cash [removed: equivalents and] [added: equivalents,] future cash flow from operating activities [added: and cash available under our 2020 Credit Agreement] will be sufficient to meet our anticipated cash needs, including working capital needs, capital expenditures and contractual obligations for at least 12 months from the issuance date of the [removed: financial statements] [added: Consolidated Financial Statements] included in this annual report.

To the extent additional funds are necessary to meet our liquidity needs such as that for acquisitions, share repurchases, cash dividends or other activities as we execute our business strategy, we anticipate that additional funds [removed: will] [added: could] be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all.

[removed: ][added: ]

[removed: ][added: ]

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

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

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

| ($ in millions) | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] % Change | | |

| Toric | | | $ | [removed: 737.4] [added: 828.7] | | | | | | | | | | | $ | [removed: 697.5] [added: 737.4] | | | | | | | | | | | [removed: 6] [added: 12] | | % |

| Multifocal | | | [removed: 264.4] [added: 305.7] | | | | | | | | | | | | [removed: 238.6] [added: 264.4] | | | | | | | | | | | | [removed: 11] [added: 16] | | % |

| Single-use spheres | | | [removed: 661.6] [added: 705.4] | | | | | | | | | | | | [removed: 616.3] [added: 661.6] | | | | | | | | | | | | 7 | | % |

| Non single-use sphere, other | | | [removed: 579.9] [added: 583.9] | | | | | | | | | | | | [removed: 599.6] [added: 579.9] | | | | | | | | | | | | [removed: (3)] [added: 1] | | % |

In the fiscal year ended October 31, [removed: 2022,] [added: 2023,] the growth experienced across all categories [removed: (except for "Other" as mentioned below)] was partially offset by unfavorable foreign exchange rate fluctuations, which approximated [removed: $149.5] [added: $61.0] million.

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

- Non single-use sphere lenses grew primarily through [removed: Biofinity and ortho-k.][added: specialty lenses.]

[removed: Contact lens care] [added: - "Other" products] represented approximately 1% [removed: and 2%] of net sales in fiscal [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

| ($ in millions) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] % Change | | |

| Americas | | | | | | $ | [removed: 887.2] [added: 991.3] | | | | | $ | [removed: 832.1] [added: 887.2] | | | | | [removed: 7] [added: 12] | | % |

| EMEA | | | | | | [removed: 843.7] [added: 891.6] | | | | | | [removed: 819.5] [added: 843.7] | | | | | | [removed: 3] [added: 6] | | % |

| Asia Pacific | | | | | | [removed: 512.4] [added: 540.8] | | | | | | [removed: 500.4] [added: 512.4] | | | | | | [removed: 2] [added: 6] | | % |

CooperSurgical supplies the [removed: family] [added: fertility and women's] health care market with a diversified portfolio of products and services.

The chart below shows the percentage of net sales of office and surgical [removed: products] and fertility.

[removed: ][added: ]

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, [removed: newborn stem cell storage, PARAGARD] [added: cryostorage (such as cord blood and cord tissue storage), Paragard] contraceptive IUDs, point-of-care products and uterine positioning products.

Fertility – [removed: Our significant] [added: This includes] fertility [removed: products] [added: consumables] and [removed: services include cryostorage,] [added: equipment,] donor gamete services, [removed: fertility consumables] and [removed: equipment and] genomic services (including [removed: preimplantation] genetic testing).

| ($ in millions) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] % Change | | |

| Office and surgical [removed: products] | | | | | | $ | [removed: 633.6] [added: 689.5] | | | | | $ | [removed: 451.3] [added: 633.6] | | | | | | | | [removed: 40] [added: 9] | | % |

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

Net Sales

| | | | $ | 2,423.7 | | | | | | | | | | | $ | 2,243.3 | | | | | | | | | | | 8 | | % |

| | | | | | | $ | 2,423.7 | | | | | $ | 2,243.3 | | | | | 8 | | % |

| | | | | | | $ | 1,169.5 | | | | | $ | 1,065.1 | | | | | | | | 10 | | % |

Additionally, office and surgical net sales increased due to an increase in sales from products such as Uterine Manipulators, Fetal Pillow and Surgical Retractors, and fertility net sales increased due to an increase in revenue from consumable products and genomic services.

Consolidated Gross Margin was relatively flat at 66% in fiscal 2023 compared to 65% in fiscal 2022.

| | | | $ | 1,501.2 | | | | | 42 | | % | | | | $ | 1,342.2 | | | | | 41 | | % | | | | 12 | | % |

CooperVision's SGA expenses increased in fiscal 2023 compared to fiscal 2022 primarily due to an increase in selling and marketing activities, distribution costs, and an intangible assets impairment charge associated with the discontinuation of

certain products, partially offset by $31.8 million release of contingent consideration liability associated with SightGlass Vision's regulatory approval milestone.

CooperSurgical's SGA expenses increased in fiscal 2023 compared to fiscal 2022 primarily due to an increase in selling and marketing activities and the payment of a $45.0 million termination fee under an asset purchase agreement related to Cook Medical’s reproductive health business.

| ($ in millions) | | | 2023 | | | | | | % Net Sales | | | | | | 2022 | | | | | | % Net Sales | | | | | | 2023 vs. 2022 % Change | | |

| | | | $ | 137.4 | | | | | 4 | | % | | | | $ | 110.3 | | | | | 3 | | % | | | | 25 | | % |

CooperSurgical's R&D expenses increased in fiscal 2023 compared to fiscal 2022 mainly due to European Medical Device Regulation costs.

| ($ in millions) | | | 2023 | | | | | | % Net Sales | | | | | | 2022 | | | | | | % Net Sales | | | | | | 2023 vs. 2022 % Change | | |

| | | | $ | 186.2 | | | | | 5 | | % | | | | $ | 179.5 | | | | | 5 | | % | | | | 4 | | % |

CooperVision's amortization expense for fiscal 2023 compared to fiscal 2022 remained relatively flat year over year.

| ($ in millions) | | | 2023 | | | | | | % Net Sales | | | | | | 2022 | | | | | | % Net Sales | | | | | | 2023 vs. 2022 % Change | | |

| | | | $ | 533.1 | | | | | 15 | | % | | | | $ | 507.6 | | | | | 15 | | % | | | | 5 | | % |

| ($ in millions) | | | 2023 | | | | | | % Net Sales | | | | | | 2022 | | | | | | % Net Sales | | | | | | 2023 vs. 2022 % Change | | |

| | | | $ | 14.9 | | | | | $ | (25.0) | |

The increase was primarily due to changes in the geographic composition of pre-tax earnings, an increase in the UK statutory tax rate from 19% to 25%, capitalization of research and experimental expenditures for fiscal 2023 as required by the 2017 Tax Cuts and Jobs Act, and changes in unrecognized tax benefits.

Cash provided by operating activities in fiscal 2023 decreased compared to fiscal 2022, primarily due to the payment of a $45 million termination fee under an asset purchase agreement and net changes in operating capital, partially offset by net changes in other non-cash items.

The $45.0 million termination fee under an asset purchase agreement related to Cook Medical’s reproductive health business was accrued for during the second quarter of fiscal 2023 and paid on August 9, 2023.

See Note 3.

Acquisitions and Joint Venture for further information on the termination fee.

The decrease in cash used for acquisitions was partially offset by an increase in purchases of property, plant and equipment.

Cash used in financing activities in fiscal 2023 was primarily due to repayments of $338.0 million on the 2021 364-day term loan, partially offset by $172.6 million of funds drawn on the 2020 Revolving Credit.

Cash provided by financing activities in fiscal 2022 was primarily due to funds received from the 2021 term loan facility ($1.5 billion) and the 2021 364-day term loan facility ($840.0 million), partially offset by $561.5 million repayments of the 2020 Revolving Credit, $502.0 million repayments of the 2021 364-day term loan facility, and $78.5 million repurchases of common stock.

| Total | | | | | | $ | 3,640.0 | | | | | $ | 2,522.6 | | | | | $ | 2.1 | | | | | $ | 1,115.3 | | | | | | | |

In fiscal 2023, there were no share repurchases under the 2012 Program.

In December 2023, our Board of Directors decided to end the declaration of the semiannual dividend.

| Interest payments | | | $ | 249.0 | | | | | $ | 113.3 | | | | | $ | 135.7 | | | | | $ | — | | | | | $ | — | |

| Purchase obligations (2) | | | 408.5 | | | | | | 201.7 | | | | | | 139.7 | | | | | | 62.0 | | | | | | 5.1 | | |

| Total contractual obligations | | | $ | 746.1 | | | | | $ | 337.1 | | | | | $ | 341.9 | | | | | $ | 62.0 | | | | | $ | 5.1 | |

*of Reference Rate Reform on Financial Reporting*.

Effective February 1, 2023, the Company transitioned its credit agreements from LIBOR to the Secured Overnight Financing Rate ("SOFR").

*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.

*COVID-19 Considerations -* The COVID-19 pandemic and health crisis led to ongoing economic and societal disruptions and uncertainties that have negatively impacted business and healthcare activity globally.

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

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

We have taken an active role in addressing the pandemic’s impact on our employees, suppliers, distribution channels, operations and customers, including taking precautionary measures and developing contingency plans with respect to our operations and 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 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, 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 with respect to the COVID-19 pandemic remain highly uncertain and largely outside of our control.

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

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

will continue to closely monitor the developments relating to the COVID-19 pandemic and the responses from governments and private sector participants.

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

CooperVision acquired the following entity during fiscal 2022:

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

CooperVision acquired the following entities during fiscal 2021:

- A privately-held UK contact lens manufacturer in April 2021

- A privately-held medical device company (SightGlass Vision Inc. (SGV), a developer of spectacle lenses for myopia management) in January 2021

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.

CooperSurgical acquired the following entities during fiscal 2022:

- A private cryopreservation services company in April 2022

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

CooperSurgical acquired the following entities during fiscal 2021:

- A privately-held medical device company that develops single-use illuminating medical devices in May 2021

- A privately-held medical device company in March 2021

- A privately-held medical device company in February 2021

- A privately-held in vitro fertilization (IVF) cryostorage software solutions company in December 2020

At October 31, [removed: 2022,] [added: 2023,] a uniform hypothetical [removed: 5%] [added: 10%] increase or decrease in the foreign currency exchange rates in comparison to the [removed: United States] [added: value of the U.S.] dollar would have resulted in a corresponding increase or decrease of approximately [removed: $35.0] [added: $95.6] million in operating income for the fiscal year ended October 31, [removed: 2022.][added: 2023.]

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

Organization and Significant Accounting Policies for [removed: additional] [added: further] information.

We are 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 [removed: LIBOR.][added: SOFR (and, previously, LIBOR).]

As of October 31, [removed: 2022,] [added: 2023,] we had outstanding debt for an aggregate carrying amount of [removed: $2.7] [added: $2.6] billion.

[removed: If] [added: As an example, if] interest rates were to increase or decrease by 1% or 100 basis points, [removed: annual] [added: the quarterly] interest expense would [removed: increase or decrease by approximately $4.6 million] [added: not have a material impact,] based on average debt outstanding, after consideration of our interest rate swap contracts, during the fourth quarter of fiscal [removed: 2022.][added: 2023.]

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

Financing Arrangements for [removed: additional] [added: further] information.

We have exposure to multiple foreign currencies, including, among others, the British pound, Euro and Japanese yen.

We have taken steps to minimize our balance sheet exposure by entering into foreign currency forward contracts to minimize the short-term impact of foreign currency exchange rate fluctuations on certain trade and intercompany receivables and payables.

Refer to Item 1A.

Effective February 1, 2023, the base interest rate on our credit agreements was converted from LIBOR to SOFR.

Refer to Item 1A.

We are exposed to risks caused by changes in foreign exchange, principally our British pound sterling, euro and Japanese yen denominated debt and receivables denominated in currencies other than the United States dollar, and from operations in other foreign currencies.

We did not have any cross-currency swaps or foreign currency forward contracts as of October 31, 2022.

For additional information, see Item 1A.

For further information about our debt, see Item 1A.

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

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

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

CooperVision also manufactures and markets myopia management [removed: and] [added: products, including the internally developed MiSight 1 day lens, as well as other] specialty eyecare products [removed: which it gained through a series of] [added: such as] orthokeratology (ortho-k) and scleral [removed: lens acquisitions.][added: lenses.]

In November 2019, [removed: CooperVision's internally developed MiSight®] [added: the MiSight] 1 day lens became [added: the] first and only [removed: approved] product [added: approved] by the United States Food and Drug Administration (FDA) for [removed: myopia control and is indicated to slow] [added: slowing] the progression of myopia in children [removed: when treatment is initiated between] [added: aged 8-12 at] the [removed: ages] [added: initiation] of [removed: 8-12.][added: treatment, and in August 2021, CooperVision received Chinese National Medical Products Administration (NMPA) approval for use of the MiSight 1 day lens in China.]

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

Our fertility portfolio encompasses medical [removed: device coverage of] [added: devices supporting] the in vitro fertilization (IVF) cycle, egg and sperm donation, [added: cryopreservation,] and [removed: cryopreservation.][added: genomic services (including genetic testing).]

Our [removed: office and surgical platform encompasses more than 600 clinically-relevant] medical devices [added: are] used in gynecology and obstetrics, including [added: but not limited to] contraception and labor [removed: & delivery,] [added: and delivery] as well as cord blood and cord [removed: tissue] storage services.

We categorize CooperSurgical product sales based on the point of health care delivery, which [removed: includes] [added: includes:] products used in medical [removed: office and] [added: offices, ambulatory] surgical [removed: procedures,] [added: centers and hospitals] primarily by Obstetricians/Gynecologists (OB/GYN); and fertility [removed: products/equipment] [added: products] and [removed: genetic testing] services used primarily in fertility [removed: clinics and laboratories.][added: clinics.]

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

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

The [removed: contact lens market has] two major product [removed: categories:][added: categories of contact lenses sold by CooperVision are:]

- Spherical [removed: lenses] [added: lenses,] including lenses that correct near- and farsightedness uncomplicated by more complex visual [removed: defects.][added: defects, myopia management lenses, which slow the progression of and correct myopia in age-appropriate children, and other specialty lenses.]

- Toric and multifocal [removed: lenses] [added: lenses,] including lenses that, in addition to correcting near- and farsightedness, address more complex visual defects such as 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 [added: a] comfortable and [removed: healthy contact] [added: healthier] lens [removed: wear,] [added: wearing experience,] products are sold with recommended [added: wearing and] replacement schedules, often [removed: defined] [added: referred to] as modalities, with the primary modalities being single-use lenses [added: designed for one-day use] and frequent replacement (FRP) [removed: lenses, which are] [added: lenses] designed for two-week and monthly replacement.

CooperVision offers spherical, toric, multifocal and toric multifocal lens products in most [removed: modalities.][added: modalities and in a wide range of lens parameters.]

[removed: - Offering] [added: CooperVision competes in its markets by producing high, medium and low-volume lenses made with] a [added: variety of materials for a broader range of market niches, as well as offering a] wide range of lens parameters, leading to a higher rate of successful fitting for practitioners and better visual acuity for patients.

[removed: THE COOPER COMPANIES, INC. AND SUBSIDIARIES][added: The Cooper Companies, Inc. Internet address is https://www.coopercos.com.]

The market for spherical lenses is growing with the addition of new value-added products, such as spherical lenses [removed: to alleviate dry eye symptoms, reduce eye fatigue from use of digital devices] [added: that may provide improved comfort for contact lens related dryness during lens wear] and [added: that] add aspherical optical [removed: properties and/or] [added: properties, more] higher oxygen permeable lenses such as silicone hydrogels, and myopia management contact lenses for [added: children aged] 8 to 12 years [removed: (age-appropriate) children.][added: old.]

[removed: We believe our] [added: Our] ability to compete successfully with a full range of silicone hydrogel products is an important factor to achieving success in our business.

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

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

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

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

Further, we are increasing investment in our distribution and packaging capabilities to support the growth of our business and to continue providing quality service with our industry leading [removed: SKU] [added: stock keeping unit ("SKU")] range and customized offerings.

[removed: CooperVision believes] [added: We believe] that myopia management opens up an attractive new market for contact lenses.

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

[removed: CooperVision is] [added: We are] investing to [removed: create] [added: develop] this new market by educating eye care practitioners, patients and their [removed: families] [added: families,] which increases awareness.

In fiscal 2022, CooperVision acquired a [removed: privately-held] [added: private] Denmark-based ortho-k contact lens distributor.

1 Indications for use of [removed: MiSight®] [added: 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.

[removed: ][added: ]

CooperVision's largest competitors in the worldwide market and its primary competitors in the spherical, toric and multifocal lens categories of that market are Johnson & Johnson Vision Care, Inc., Alcon Inc. and Bausch [removed: Health Companies Inc.][added: + Lomb.]

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

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

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

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

We believe our portfolio of offerings and focus on service, quality and clinical education will [removed: support the accelerated growth of] [added: help increase] our [added: share of] business [removed: in] [added: within] these key account groups.

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

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

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

OVERVIEW

The Cooper Companies, Inc. (Cooper, we or the Company), is a global medical device company with a mission to improve lives one person at a time.

We partner with health care providers worldwide to improve patient outcomes and deliver practice-building resources and training.

By listening closely to the healthcare providers and patients, we fulfill the needs of today while focusing on the opportunities of tomorrow through innovation and strategic investment.

Our two business segments elevate standards of care with products and services in the fields of vision, fertility and women’s health.

For financial information relating to these business segments, refer to Note 12.

Business Segment Information in Item 8.

Financial Statements and Supplementary Data of this Annual Report.

CooperSurgical offers a broad array of products and services focused on fertility and women's health.

Our portfolio encompasses more than 600 products and services.

SEGMENT INFORMATION

CooperVision Product Modalities

*Frequent replacement lenses*

Our Biofinity brand is CooperVision's highest grossing product.

CooperVision also markets two-week silicone hydrogel spherical and toric lenses under the Avaira Vitality brand.

*Single-use lenses*

The MyDay brand is our softest line of 1-day silicone hydrogel lenses and offers spherical (including MyDay Energys ), toric, and multifocal lenses.

The clariti 1-day brand is our most affordable line of silicone hydrogel 1-day lenses and offers spherical, toric, and multifocal lenses.

Market for Contact Lenses

This is a critical differentiator as the proactive management of myopia becomes standard-of-care within the eye care community to help reduce the progression of myopia in children, along with reducing the risks of long-term eye health problems associated with myopia such as cataracts, retinal detachment, and macular degeneration.

In fiscal 2023, CooperVision acquired a private U.S.-based company that provides a broad portfolio of technologically advanced contact lens products, including scleral and hybrid lenses.

CooperSurgical distributes its products and services through OB/GYN and medical offices, hospital and ambulatory surgery centers and fertility clinics, as well as direct-to-consumer.

CooperSurgical Product Categories

*Office/Surgical*

CooperSurgical sells a wide variety of innovative medical devices and services used in gynecology and obstetrics, including in labor and delivery, as well as to screen, diagnose and treat women's health and reproductive issues.

CooperSurgical offers the cryostorage of newborn cord blood and cord tissue, which are potent sources of stem cells that have the potential for treatment and healing.

Our newborn stem cell storage services are available in the United States, Canada and Australia.

PARAGARD is a hormone-free intrauterine device (IUD) offered by CooperSurgical that prevents pregnancy for up to ten years using copper as the only active ingredient.

It is the only FDA approved non-hormonal IUD contraceptive option and is exclusively sold in the United States.

*Fertility*

CooperSurigcal expects that OB/GYN medical offices and fertility clinics will continue to move away from private practice ownership and toward group practices and networks.

As the consolidation trend continues it will have increased influence over supply chain control, group purchases, value analysis committees, product evaluation and procurement.

- A focus on reducing pregnancy and childbirth complications.

Trends specific in the fertility market include:

- The maternal age is increasing.

- Single parents by choice and LGBTQIA+ individuals are starting families.

COMPETITION

The markets in which we participate are highly competitive and involve the continual search for technological and scientific innovations.

To a lesser extent, CooperVision also competes with manufacturers of eyeglasses and providers of other forms of vision correction including ophthalmic surgery.

We also compete with fertility clinics offering their own services.

The Cooper Companies, Inc. (Cooper, we or the Company), a Delaware corporation organized in 1980, is a global medical device company publicly traded on the NYSE (NYSE: COO).

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.

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 services.

CooperVision and CooperSurgical each operate in highly competitive environments.

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

CooperVision uses different manufacturing processes, primarily cast molding, to produce its lenses.

We believe this allows CooperVision to compete in its markets by:

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

Sales of contact lenses utilizing silicone hydrogel materials continue to grow.

Silicone hydrogel materials supply a higher level of oxygen to the cornea, as measured by the transmissibility of oxygen through a given thickness of material, or “dk/t,” than traditional hydrogel lenses.

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

We believe the global market for single-use contact lenses will continue to grow and that our competitive silicone hydrogel and traditional hydrogel product offerings represent an opportunity for our business.

In addition to its silicone hydrogel product offerings, CooperVision competes in the contact lens market with other traditional hydrogel products.

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

Contact Lens Product Sales

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

The contact lens market is highly competitive.

CooperVision seeks to offer a high level of customer service through its direct sales organizations around the world and through telephone sales and technical service representatives who consult with eye care professionals about the use of our lens products.

CooperVision also competes with manufacturers of eyeglasses and with refractive surgical procedures that correct visual defects including laser vision correction.

CooperVision believes that laser vision correction is not a significant threat to its sales of contact lenses based on the growth of the contact lens market over the past decade.

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

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

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

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

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

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

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

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.

CooperSurgical expects patient visits to women’s health provider offices in the U.S. to increase over the next decade.

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

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

The attention in maternity care to improving access to safe, effective, and equitable obstetrical care continues.

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

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

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

FOR THE FISCAL YEAR ENDED OCTOBER 31, [removed: 2022][added: 2023]

| Common Stock, $.10 par value | | | | | | COO | | | | | | [removed: The New York Stock Exchange] [added: Nasdaq Global Select Market] | | |

Number of shares outstanding of the registrant's common stock, as of December 1, [removed: 2022: 49,354,384][added: 2023: 49,525,982]

| Portions of the Proxy Statement for the Annual Meeting of Stockholders scheduled to be held in March [removed: 2023] [added: 2024] | | | | | | Part III | | |

| Item 1. | | | Business | | | [removed: [7](#ifcd99b6df4104f80be938ce77dc8288d_16)] [added: [7](#i73c86eef1c5e443ab4ef06a723adb0ef_16)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [28](#ifcd99b6df4104f80be938ce77dc8288d_19)] [added: [19](#i73c86eef1c5e443ab4ef06a723adb0ef_19)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [49](#ifcd99b6df4104f80be938ce77dc8288d_22)] [added: [39](#i73c86eef1c5e443ab4ef06a723adb0ef_22)] | | |

| Item 2. | | | Properties | | | [removed: [50](#ifcd99b6df4104f80be938ce77dc8288d_25)] [added: [40](#i73c86eef1c5e443ab4ef06a723adb0ef_25)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [51](#ifcd99b6df4104f80be938ce77dc8288d_28)] [added: [41](#i73c86eef1c5e443ab4ef06a723adb0ef_28)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [51](#ifcd99b6df4104f80be938ce77dc8288d_31)] [added: [41](#i73c86eef1c5e443ab4ef06a723adb0ef_31)] | | |

| Item 5. | | | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [52](#ifcd99b6df4104f80be938ce77dc8288d_37)] [added: [42](#i73c86eef1c5e443ab4ef06a723adb0ef_37)] | | |

| Item 6. | | | Reserved | | | [removed: [53](#ifcd99b6df4104f80be938ce77dc8288d_46)] [added: [43](#i73c86eef1c5e443ab4ef06a723adb0ef_46)] | | |

| Item 7. | | | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [54](#ifcd99b6df4104f80be938ce77dc8288d_49)] [added: [44](#i73c86eef1c5e443ab4ef06a723adb0ef_49)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosure about Market Risk | | | [removed: [65](#ifcd99b6df4104f80be938ce77dc8288d_67)] [added: [54](#i73c86eef1c5e443ab4ef06a723adb0ef_64)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [66](#ifcd99b6df4104f80be938ce77dc8288d_70)] [added: [55](#i73c86eef1c5e443ab4ef06a723adb0ef_67)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [103](#ifcd99b6df4104f80be938ce77dc8288d_139)] [added: [88](#i73c86eef1c5e443ab4ef06a723adb0ef_136)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [103](#ifcd99b6df4104f80be938ce77dc8288d_142)] [added: [88](#i73c86eef1c5e443ab4ef06a723adb0ef_139)] | | |

| Item 9B. | | | Other Information | | | [removed: [103](#ifcd99b6df4104f80be938ce77dc8288d_145)] [added: [88](#i73c86eef1c5e443ab4ef06a723adb0ef_142)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [103](#ifcd99b6df4104f80be938ce77dc8288d_148)] [added: [88](#i73c86eef1c5e443ab4ef06a723adb0ef_145)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [104](#ifcd99b6df4104f80be938ce77dc8288d_154)] [added: [89](#i73c86eef1c5e443ab4ef06a723adb0ef_151)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [104](#ifcd99b6df4104f80be938ce77dc8288d_157)] [added: [89](#i73c86eef1c5e443ab4ef06a723adb0ef_154)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [104](#ifcd99b6df4104f80be938ce77dc8288d_160)] [added: [89](#i73c86eef1c5e443ab4ef06a723adb0ef_157)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [104](#ifcd99b6df4104f80be938ce77dc8288d_163)] [added: [89](#i73c86eef1c5e443ab4ef06a723adb0ef_160)] | | |

| Item 14. | | | Principal Accounting Fees and Services | | | [removed: [104](#ifcd99b6df4104f80be938ce77dc8288d_166)] [added: [89](#i73c86eef1c5e443ab4ef06a723adb0ef_163)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [105](#ifcd99b6df4104f80be938ce77dc8288d_172)] [added: [90](#i73c86eef1c5e443ab4ef06a723adb0ef_169)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [109](#ifcd99b6df4104f80be938ce77dc8288d_181)] [added: [94](#i73c86eef1c5e443ab4ef06a723adb0ef_178)] | | |

These include statements relating to plans, prospects, goals, strategies, future actions, events or performance and other statements which are other than statements of historical fact, including: statements regarding the expected impact of global macroeconomic conditions, [removed: the COVID-19 pandemic] and [removed: the war in Ukraine on our business; and] statements regarding acquisitions (including the acquired companies' financial position, market position, product development and business strategy, expected cost synergies, expected timing and benefits of the transaction, difficulties in integrating entities or operations, as well as estimates of our and the acquired entities' future expenses, sales and earnings per 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: 2022,] [added: 2023,] as such Risk Factors may be updated in quarterly filings.

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

- The impact of [added: international conflicts, such as] Russia's invasion of [removed: Ukraine] [added: Ukraine,] and the global response to [removed: this invasion] [added: international conflicts] on the global economy, European economy, financial markets, energy markets, currency rates and our ability to supply product to, or through, affected countries.

- 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 [removed: the COVID-19 pandemic,] [added: challenges associated with] integration of acquisitions, man-made or natural disasters, [added: pandemic conditions,] cybersecurity incidents or other causes.

- Disruptions in supplies of raw materials, particularly components used to manufacture our silicone hydrogel [removed: lenses.][added: lenses]

- Legal costs, insurance expenses, settlement costs and the risk of an adverse decision, prohibitive injunction or settlement related to product liability, patent [removed: infringement] [added: infringement, contractual disputes,] or other litigation.

- Failure of our customers and end users to obtain adequate coverage and reimbursement from third-party [removed: payors] [added: payers] for our products and services.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements

of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant

to §240.10D-1(b).

As of April 28, 2023, the last business day of registrant's most recently completed second fiscal quarter, the aggregate market value of shares of the registrant's common stock held by non-affiliates was $18.8 billion.

for the Fiscal Year Ended October 31, 2023

- Our substantial and expanding international operations and the challenges of managing an organization spread throughout multiple countries and complying with a variety of legal, compliance and regulatory requirements.

- Risks related to environmental laws and requirements applicable to our facilities, products or manufacturing processes, including evolving regulations regarding the use of hazardous substances or chemicals in our products.

The aggregate market value of shares held by non-affiliates was $17.7 billion based on the closing price of the registrant’s common stock on the New York Stock Exchange on April 30, 2022.

- The effects of the 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.

The following is a summary of Cooper's principal facilities as of October 31, [removed: 2022.][added: 2023.]

We generally lease our office and operations facilities but own several manufacturing and research and development facilities, including [removed: 298,852] [added: 303,872] square feet in the United Kingdom, [removed: 350,600] [added: 347,329] square feet in Costa Rica, [removed: 78,767] [added: 115,000] square feet in [added: Puerto Rico, 493,833 square feet in] New [removed: York] [added: York, 80,000 square feet in Arizona] and [removed: 33,630] [added: 34,453] square feet in Texas.

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

| California | | | [removed: 201,143] [added: 200,140] | | | | | | Executive offices; CooperVision manufacturing, research & development and administrative offices; CooperSurgical research & development, distribution and administrative offices | | |

| New York | | | [removed: 349,047] [added: 132,813] | | | | | | CooperVision and CooperSurgical distribution and administrative offices | | |

| Connecticut | | | [removed: 285,538] [added: 275,337] | | | | | | CooperSurgical distribution and administrative offices | | |

| Arizona | | | 45,000 | | | | | | CooperVision manufacturing [added: and distribution] | | |

| Puerto Rico | | | [removed: 563,284] [added: 740,954] | | | | | | CooperVision manufacturing, research and development and distribution | | |

| Canada | | | [removed: 60,035] [added: 63,836] | | | | | | CooperVision manufacturing and administrative office; CooperSurgical research & development, distribution and administrative offices | | |

| Brazil | | | [removed: 38,623] [added: 22,048] | | | | | | CooperVision distribution and administrative office | | |

| Other Americas | | | [removed: 45,135] [added: 58,365] | | | | | | CooperVision distribution and administrative offices; CooperSurgical research & development, distribution and administrative offices | | |

| United Kingdom | | | [removed: 691,131] [added: 667,384] | | | | | | CooperVision manufacturing, distribution, research & development and administrative offices; CooperSurgical research & development, administrative offices | | |

| Hungary | | | [removed: 330,149] [added: 330,245] | | | | | | CooperVision manufacturing | | |

| Belgium | | | [removed: 279,967] [added: 282,108] | | | | | | CooperVision distribution | | |

| Netherlands | | | [removed: 86,027] [added: 279,288] | | | | | | CooperVision administrative offices; CooperSurgical research & development and distribution | | |

| Other EMEA | | | [removed: 125,005] [added: 148,980] | | | | | | CooperVision distribution and administrative offices; CooperSurgical administrative offices | | |

| Japan | | | [removed: 103,533] [added: 109,163] | | | | | | CooperVision distribution and administrative offices; CooperSurgical laboratory/research & development | | |

| Australia | | | [removed: 32,844] [added: 40,139] | | | | | | CooperVision marketing and distribution; CooperSurgical research & development and distribution | | |

| Other Asia Pacific | | | [removed: 91,244] [added: 92,517] | | | | | | CooperVision distribution, marketing and administrative offices; CooperSurgical marketing and administrative office | | |

The following table lists those properties that we lease.

Cooper's common stock, par value $0.10 per share, is traded on the [added: Nasdaq under the symbol “COO.” Prior to September 26, 2023, Cooper's common stock traded on the] New York Stock Exchange under the symbol [removed: “COO.” At December 1, 2022, there were 268 common stockholders of record.][added: "COO".]

[removed: Our current policy is to pay] [added: In the past, we have paid] annual cash dividends on our common stock of $0.06 per share, in two semiannual payments of $0.03 per share each.

In dollar terms, we paid cash for dividends of $3.0 million in each of fiscal [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Our Board of Directors [removed: periodically reviews our dividend policy and] considers the Company's earnings, financial condition, liquidity needs, business plans and opportunities and other factors in [removed: making and setting dividend policy.][added: determining whether to declare a dividend.]

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: 2022.][added: 2023.]

The graph assumes that the value of the investment in Cooper and in each index was $100 on October 31, [removed: 2017] [added: 2018,] and assumes that all dividends were reinvested.

[removed: ][added: ]

*$100 invested on October 31, [removed: 2017] [added: 2018,] in stock or index, including reinvestment of dividends.

Copyright© [removed: 2022] [added: 2023] Standard & Poor's, a division of S&P Global.

There was no share repurchase activity during the three-month period ended October 31, [removed: 2022.][added: 2023.]

The following table sets forth certain information as of October 31, [removed: 2022,] [added: 2023,] 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: 2022:][added: 2023:]

| Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) (A) | | | | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and [removed: Rights (B)] [added: Rights(2) (B)] | | | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) (C) | | |

[removed: (2)] [added: (3)] Includes information with respect to the Third Amended and Restated 2007 Long Term Incentive Plan for Employees (2007 [removed: Plan)] [added: Plan), the 2023 Long-Term Incentive Plan (2023 Plan), which replaces the 2007 Plan,] and the 2019 [removed: Employee Stock Purchase Plan (2019 ESPP),] [added: ESPP,] as discussed in Note 9.

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

As of October 31, [removed: 2022,] [added: 2023,] up to [removed: 690,596] [added: 1,376,240] shares of Common Stock may be issued pursuant to the [removed: 2007] [added: 2023] Plan, up to [removed: 948,090] [added: 921,974] shares of Common Stock may be issued pursuant to the 2019 ESPP and up to [removed: 32,836] [added: 27,667] shares of Common Stock may be issued pursuant to the 2020 Directors' Plan.

At December 1, 2023, there were 256 common stockholders of record.

In December 2023, our Board of Directors decided to end the declaration of the semiannual dividend.

| Equity compensation plans approved by shareholders(3) | | | 1,505,841 | | | | | | $277.29 | | | | | | 2,325,881 | | |

| Total | | | 1,505,841 | | | | | | $277.29 | | | | | | 2,325,881 | | |

(1) Includes (i) 290,029 shares subject to outstanding Restricted Stock Units (RSU), (ii) 138,256 shares subject to Performance Share Units (PSU), calculated at the maximum potential payout and (iii) 1,077,556 shares subject to outstanding options.

Does not include rights to purchase shares under the 2019 Employee Stock Purchase Plan (2019 ESPP).

(2) The weighted-average exercise price is calculated based solely on the exercise prices of outstanding options and do not reflect shares to be issued upon the vesting of RSUs and PSUs, which have no exercise price.

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

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

(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 289,238 Restricted Stock Units granted pursuant to the Company's equity plans.

These awards allow for the distribution of shares to the grant recipient upon the completion of time-based vesting periods.

The total also includes 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.

Restricted Stock Units and Performance Share Awards do not have an associated exercise price.

Accordingly, these awards are not reflected in the weighted-average exercise price disclosed in Column B.

We have audited the accompanying consolidated balance sheets of The Cooper Companies, Inc. and subsidiaries (the Company) as of October 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended October 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[added: 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.

| Years Ended October 31,(In millions, except for earnings per share) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net sales | | | $ | [removed: 3,308.4] [added: 3,593.2] | | | | | $ | [removed: 2,922.5] [added: 3,308.4] | | | | | $ | [removed: 2,430.9] [added: 2,922.5] | |

| Cost of sales | | | [removed: 1,168.8] [added: 1,235.3] | | | | | | [removed: 966.7] [added: 1,168.8] | | | | | | [removed: 896.1] [added: 966.7] | | |

| Gross profit | | | [removed: 2,139.6] [added: 2,357.9] | | | | | | [removed: 1,955.8] [added: 2,139.6] | | | | | | [removed: 1,534.8] [added: 1,955.8] | | |

| Selling, general and administrative expense | | | [removed: 1,342.2] [added: 1,501.2] | | | | | | [removed: 1,211.2] [added: 1,342.2] | | | | | | [removed: 992.5] [added: 1,211.2] | | |

| Research and development expense | | | [removed: 110.3] [added: 137.4] | | | | | | [removed: 92.7] [added: 110.3] | | | | | | [removed: 93.3] [added: 92.7] | | |

| Amortization of intangibles | | | [removed: 179.5] [added: 186.2] | | | | | | [removed: 146.1] [added: 179.5] | | | | | | [removed: 137.2] [added: 146.1] | | |

| Operating income | | | [removed: 507.6] [added: 533.1] | | | | | | [removed: 505.8] [added: 507.6] | | | | | | [removed: 311.8] [added: 505.8] | | |

| Interest expense | | | [removed: 57.3] [added: 105.3] | | | | | | [removed: 23.1] [added: 57.3] | | | | | | [removed: 36.8] [added: 23.1] | | |

| Other [added: expense] (income) [removed: expense, net] | | | [removed: (25.0)] [added: 14.9] | | | | | | [removed: (8.8)] [added: (25.0)] | | | | | | [removed: 8.5] [added: (8.8)] | | |

| Income before income taxes | | | [removed: 475.3] [added: 412.9] | | | | | | [removed: 491.5] [added: 475.3] | | | | | | [removed: 266.5] [added: 491.5] | | |

| Provision for income taxes (Note 6) | | | [removed: 89.5] [added: 118.7] | | | | | | [removed: (2,453.2)] [added: 89.5] | | | | | | [removed: 28.1] [added: (2,453.2)] | | |

| Net income | | | $ | [removed: 385.8] [added: 294.2] | | | | | $ | [removed: 2,944.7] [added: 385.8] | | | | | $ | [removed: 238.4] [added: 2,944.7] | |

| Basic | | | $ | [removed: 7.83] [added: 5.94] | | | | | $ | [removed: 59.80] [added: 7.83] | | | | | $ | [removed: 4.85] [added: 59.80] | |

| Diluted | | | $ | [removed: 7.76] [added: 5.91] | | | | | $ | [removed: 59.16] [added: 7.76] | | | | | $ | [removed: 4.81] [added: 59.16] | |

| Basic | | | [removed: 49.3] [added: 49.5] | | | | | | [removed: 49.2] [added: 49.3] | | | | | | [removed: 49.1] [added: 49.2] | | |

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

| Years Ended October 31,(In millions) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

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

| Cash flow hedges, net of tax of [removed: $26.1, $8.2] [added: $(2.4), $26.1] and [removed: $(4.1),] [added: $8.2,] respectively | | | [removed: 81.3] [added: (7.0)] | | | | | | [removed: 26.1] [added: 81.3] | | | | | | [removed: (13.0)] [added: 26.1] | | |

| Change in minimum pension liability, net of tax of [removed: $8.7, $7.2] [added: $1.0, $8.7] and [removed: $(4.0),] [added: $7.2,] respectively | | | [removed: 27.9] [added: 3.0] | | | | | | [removed: 22.6] [added: 27.9] | | | | | | [removed: (12.8)] [added: 22.6] | | |

| Foreign currency translation adjustment | | | [removed: (234.7)] [added: 17.0] | | | | | | [removed: 82.0] [added: (234.7)] | | | | | | [removed: 0.9] [added: 82.0] | | |

| Other comprehensive [removed: (loss)] income [added: (loss)] | | | [removed: (125.5)] [added: 13.0] | | | | | | [removed: 130.7] [added: (125.5)] | | | | | | [removed: (24.9)] [added: 130.7] | | |

| Comprehensive income | | | $ | [removed: 260.3] [added: 307.2] | | | | | $ | [removed: 3,075.4] [added: 260.3] | | | | | $ | [removed: 213.5] [added: 3,075.4] | |

| October 31,(In millions) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents | | | $ | [added: 120.8 | | | | | $ |] 138.2 | | | | | $ | 95.9 | |

| Trade accounts receivable, net of allowance for credit losses of [removed: $20.7] [added: $31.3] at October 31, [removed: 2022] [added: 2023] and [removed: $9.2] [added: $20.7] at October 31, [removed: 2021] [added: 2022] | | | [removed: 557.8] [added: 609.7] | | | | | | [removed: 515.3] [added: 557.8] | | |

| Inventories (Note 1) | | | [removed: 628.7] [added: 735.6] | | | | | | [removed: 585.6] [added: 628.7] | | |

| Prepaid expense and other current assets | | | [removed: 208.9] [added: 238.8] | | | | | | [removed: 179.3] [added: 208.9] | | |

| [removed: Assets held-for-sale] [added: Cash held for sale] | | | — | | | | | | [removed: 89.2] [added: —] | | | [added: | | | 0.3 | | |]

| Total current assets | | | [removed: 1,533.6] [added: 1,704.9] | | | | | | [removed: 1,465.3] [added: 1,533.6] | | |

| Property, plant and equipment, net | | | [removed: 1,432.9] [added: 1,632.6] | | | | | | [removed: 1,347.6] [added: 1,432.9] | | |

| Goodwill (Note 4) | | | [removed: 3,609.7] [added: 3,624.5] | | | | | | [removed: 2,574.0] [added: 3,609.7] | | |

| Other intangibles, net (Note 4) | | | [removed: 1,885.1] [added: 1,710.3] | | | | | | [removed: 1,271.5] [added: 1,885.1] | | |

| Deferred tax assets | | | [removed: 2,443.1] [added: 2,349.5] | | | | | | [removed: 2,546.6] [added: 2,443.1] | | |

*Evaluation of the sufficiency of audit evidence over inventories and net sales*

As discussed in Notes 1 and 12 to the consolidated financial statements and disclosed in the consolidated balance sheet and consolidated statement of income, the Company recorded $735.6 million in inventories and $3,593.2 million in net sales as of and for the year ended October 31, 2023, respectively.

Inventories are primarily comprised of raw materials, work-in-process, and finished goods that are physically located at certain of the Company's locations.

Net sales are recognized primarily from the sale of products from each of the Company's locations.

We identified the evaluation of the sufficiency of audit evidence over inventories and net sales as a critical audit matter.

Evaluating the sufficiency of the audit evidence obtained required subjective auditor judgment because of the decentralized structure and geographic dispersion of the Company's manufacturing and distribution locations.

This included determining the locations for which procedures were performed.

We applied auditor judgment to determine the nature and extent of procedures to be performed over inventories and net sales, including the determination of the Company’s locations for which those procedures were performed.

For certain locations where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company's inventories and net sales processes, including controls over the amounts recorded in inventories and the amounts recorded in net sales.

We assessed the recorded inventories for each location where procedures were performed by participating in a physical inventory count and observing a sample of inventories on hand and comparing the cost recorded for a sample of inventories on hand to underlying documentation.

We assessed recorded net sales for each location where procedures were performed by selecting a sample of net sales transactions and comparing the amount recognized to underlying documentation, such as contracts with customers and shipping documentation.

We evaluated the overall sufficiency of audit evidence obtained by assessing the results of procedures performed over inventories and net sales, including the appropriateness of the nature and extent of audit effort.

December 8, 2023

| Net income | | | $ | 294.2 | | | | | $ | 385.8 | | | | | $ | 2,944.7 | |

| Other liabilities | | | 239.2 | | | | | | 225.2 | | |

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

| Balance at October 31, 2023 | | | 49.5 | | | | | | $ | 5.0 | | | | | 4.4 | | | | | | $ | 0.4 | | | | | $ | 1,833.4 | | | | | $ | (453.8) | | | | | $ | 6,876.1 | | | | | $ | (710.3) | | | | | $ | 0.2 | | | | | $ | 7,551.0 | |

| Net income | | | $ | 294.2 | | | | | $ | 385.8 | | | | | $ | 2,944.7 | |

| Asset impairment charges, and other | | | 49.4 | | | | | | 4.5 | | | | | | (5.0) | | |

Prior to September 26, 2023, Cooper's common stock traded on the New York Stock Exchange under the symbol "COO".

market events and trends, industry data and forecasted customer buying and payment patterns.

The current portion of the deferred revenue balances at the beginning of each year presented were generally fully recognized in the subsequent 12-month period.

On our Consolidated Financial Statements.

The fair value is measured by discounting expected future cash flows.

| | | | $ | 735.6 | | | | | $ | 628.7 | |

| October 31,(In millions) | | | 2023 | | | | | | 2022 | | |

| | | | $ | 1,632.6 | | | | | $ | 1,432.9 | |

Financing Arrangements for further information.

Exit Charges

Exit charges recognized during the year ended October 31, 2023, were not material.

Government Assistance

The Company at times receives government assistance primarily to support manufacturing capital expansion, to create or retain jobs, or to provide tax credits mainly for eligible research and development activities.

The Company generally accounts for such government assistance by analogy to IAS 20, *Accounting for Government Grants and Disclosure of Government Assistance* and recognizes the assistance when it is probable that it will be received by complying with the prerequisite terms and conditions.

The government assistance is recognized in income as a reduction to the cost basis of the applicable property, plant, and equipment or reduction to the related expense.

In November 2021, the FASB issued ASU 2021-10, *Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance*.

The Company adopted this guidance prospectively on November 1, 2022, and such adoption did not have a material impact on the Company's Consolidated Financial Statements.

In December 2022, the FASB issued ASU 2022-06, *Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848*.

ASU 2022-06 defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024.

Effective February 1, 2023, the Company transitioned its credit agreements from LIBOR to the Secured Overnight Financing Rate ("SOFR").

The Company adopted this guidance prospectively on February 1, 2023, and it did not have a material impact on the Consolidated Financial Statements.

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

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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 identified the evaluation of the acquisition-date fair value of the stem cell customer relationships intangible asset in the acquisition of Generate as a critical audit matter.

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 the design and tested the operating effectiveness of certain internal controls related to the Company’s acquisition-date valuation process, including controls over the development of the key assumptions identified above.

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.

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

December 9, 2022

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

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

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

| Liabilities held-for-sale | | | — | | | | | | 1.7 | | |

| Accrued pension liability and other | | | 225.2 | | | | | | 370.7 | | |

| Balance at October 31, 2019 | | | 49.1 | | | | | | $ | 4.9 | | | | | 4.1 | | | | | | $ | 0.4 | | | | | $ | 1,615.0 | | | | | $ | (447.1) | | | | | $ | 3,026.4 | | | | | $ | (571.2) | | | | | $ | 0.2 | | | | | $ | 3,628.6 | |

| Treasury stock repurchase | | | (0.2) | | | | | | — | | | | | | 0.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (47.8) | | | | | | — | | | | | | (47.8) | | |

| Impairment of intangibles | | | 2.3 | | | | | | — | | | | | | — | | |

| Impairment and loss on disposal of property, plant and equipment, and other | | | 2.2 | | | | | | (5.0) | | | | | | 17.7 | | |

| Cash held for sale | | | — | | | | | | 0.3 | | | | | | — | | |

Notes to Consolidated Financial Statements

In particular, the COVID-19 pandemic negatively impacted business and healthcare activity globally.

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

These factors have had, and in the future may have, an adverse effect on our sales, operating results and cash flows.

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.

There was not a material impact to the estimates in the Company’s Consolidated Financial Statements for fiscal 2022.

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

We recorded in other expense and income a net foreign exchange loss of $22.0 million for fiscal 2022, $5.5 million for fiscal 2021 and $1.2 million for fiscal 2020.

Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

| | | | $ | 628.7 | | | | | $ | 585.6 | |

| | | | $ | 1,432.9 | | | | | $ | 1,347.6 | |

includes industry and market considerations, overall financial performance and other relevant events and factors affecting each reporting unit.

If management has committed to a plan to dispose of long-lived assets, the assets to be disposed of are reported at the lower of carrying amount or fair value less estimated costs to sell.

Exit costs

The Company's Chief Executive Officer and Chief Financial Officer based upon their evaluation as of October 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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.

The information required by this item is incorporated by reference to the Company’s Proxy Statement for the [added: 2024] Annual Meeting of Stockholders [removed: scheduled to be held in March 2023] (the [removed: 2023] [added: 2024] Proxy Statement).

The information required by this item is incorporated by reference to the [removed: 2023] [added: 2024] Proxy Statement.

Additional information required by this item is incorporated by reference to the [removed: 2023] [added: 2024] Proxy Statement.

The information required by this item is incorporated by reference to the [removed: 2023] [added: 2024] Proxy Statement.

The information required by this item is incorporated by reference to [removed: “Report of] the [removed: Audit Committee” section of the 2023] [added: 2024] Proxy Statement.

Statements of Income for the years ended October 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Statements of Comprehensive Income for the years ended October 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Balance Sheets as of October 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

Statements of Stockholders' Equity for the years ended October 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Statements of Cash Flows for the years ended October 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Three Years Ended October 31, [removed: 2022][added: 2023]

| Exhibit Number | | | Description of Document | | | [added: Form | | | Exhibit | | | Filing Date/ Period End Date | | |]

| 3.1 | | | [Second Restated Certificate of [removed: Incorporation filed with the Delaware Secretary of State, incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form] [added: Incorporation](http://www.sec.gov/Archives/edgar/data/711404/000119312506006352/dex31.htm) | | |] 8-K [removed: dated January 13, 2006](http://www.sec.gov/Archives/edgar/data/711404/000119312506006352/dex31.htm)] | | | [added: 3.1 | | | 1/13/2006 | | |]

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

| 4.1 | | | [Description of Securities of The Cooper Companies, Inc. Registered under Section 12 of the Exchange [removed: Act, incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended October 31, 2019](http://www.sec.gov/Archives/edgar/data/711404/000071140419000051/coo-ex41.htm)] [added: Act](http://www.sec.gov/Archives/edgar/data/711404/000071140423000048/coo-form8xatransferfromnys.htm)] | | | [added: 8-A | | | | | | 9/25/2023 | | |]

| 10.1# | | | [The Cooper Companies, Inc. Change in Control Severance Plan, dated May 21, [removed: 2007, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10‑Q for the fiscal quarter ended July 31,] 2007](http://www.sec.gov/Archives/edgar/data/711404/000119312507197691/dex101.htm) | | | [added: 10-Q | | | 10.1 | | | 7/31/2007 | | |]

| 10.2# | | | [Executive Employment Agreement by and between The Cooper Companies, Inc. and Albert G. White III, effective as of November 1, [removed: 2018, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form] [added: 2018](http://www.sec.gov/Archives/edgar/data/711404/000071140419000026/coo-ex101_2019x04x30x10q.htm) | | |] 10-Q [removed: filed on May 31, 2019](http://www.sec.gov/Archives/edgar/data/711404/000071140419000026/coo-ex101_2019x04x30x10q.htm)] | | | [added: 10.1 | | | 4/30/2019 | | |]

| 10.3# | | | [Executive Employment Agreement by and between The Cooper Companies, Inc. and Daniel G. McBride, effective as of November 1, [removed: 2018, incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form] [added: 2018](http://www.sec.gov/Archives/edgar/data/711404/000071140419000026/coo-ex103_2019x04x30x10q.htm) | | |] 10-Q [removed: filed on May 31, 2019](http://www.sec.gov/Archives/edgar/data/711404/000071140419000026/coo-ex103_2019x04x30x10q.htm)] | | | [added: 10.3 | | | 4/30/2019 | | |]

| 10.4# | | | [Executive Employment Agreement by and between The Cooper Companies, Inc. and Brian G. Andrews, effective as of November 1, [removed: 2018, incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form] [added: 2018](http://www.sec.gov/Archives/edgar/data/711404/000071140419000026/coo-ex102_2019x04x30x10q.htm) | | |] 10-Q [removed: filed on May 31, 2019](http://www.sec.gov/Archives/edgar/data/711404/000071140419000026/coo-ex102_2019x04x30x10q.htm)] | | | [added: 10.2 | | | 4/30/2019 | | |]

| 10.5# | | | [Executive Employment Agreement by and between The Cooper Companies, Inc. and Holly R. Sheffield, effective as of November 1, [removed: 2018, incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form] [added: 2018](http://www.sec.gov/Archives/edgar/data/711404/000071140419000026/coo-ex104_2019x04x30x10q.htm) | | |] 10-Q [removed: filed on May 31, 2019](http://www.sec.gov/Archives/edgar/data/711404/000071140419000026/coo-ex104_2019x04x30x10q.htm)] | | | [added: 10.4 | | | 4/30/2019 | | |]

| 10.6# | | | [The Third Amended and Restated 2007 Long-Term Incentive Plan of The Cooper Companies, [removed: Inc., incorporated by reference to the Company's Proxy Statement filed January 29, 2016](http://www.sec.gov/Archives/edgar/data/711404/000119312516443302/d117679ddef14a.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/711404/000119312516443302/d117679ddef14a.htm)] | | | [added: 14A | | | A | | | 1/29/2016 | | |]

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

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

| 10.9# | | | [Form of Long Term Performance Share Award Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, [removed: Inc., incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form] [added: Inc.](http://www.sec.gov/Archives/edgar/data/711404/000119312509029284/dex101.htm) | | |] 8-K [removed: dated February 13, 2009](http://www.sec.gov/Archives/edgar/data/711404/000119312509029284/dex101.htm)] | | | [added: 10.1 | | | 2/13/2009 | | |]

| 10.10# | | | [The Cooper Companies, Inc.’s 2019 Employee Stock Purchase [removed: Plan incorporated by reference to Company’s Proxy Statement filed February 01, 2019](http://www.sec.gov/Archives/edgar/data/711404/000119312519025849/d686735ddef14a.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/711404/000119312519025849/d686735ddef14a.htm)] | | | [added: 14A | | | A | | | 2/1/2019 | | |]

| 10.11# | | | [The 2020 Long Term Incentive Plan for Non-Employee Directors of The Cooper Companies, [removed: Inc., incorporated by reference to the Company's Proxy Statement filed February 4, 2020](http://www.sec.gov/Archives/edgar/data/711404/000119312520024203/d873721ddef14a.htm#toc873721_23)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/711404/000119312520024203/d873721ddef14a.htm#toc873721_23)] | | | [added: 14A | | | A | | | 2/4/2020 | | |]

| 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)[.](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] [added: Inc.](http://www.sec.gov/Archives/edgar/data/711404/000119312519315153/d844723dex101.htm) | | |] 10-K [removed: 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)] | | | [added: 10.13 | | | 10/31/2020 | | |]

| 10.13(a) | | | [License Agreement dated as of November 19, 2007, by and among CIBA Vision AG, CIBA Vision Corporate and CooperVision, [removed: Inc., incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form] [added: Inc.](http://www.sec.gov/Archives/edgar/data/711404/000119312508257120/dex1041.htm) | | |] 10-K [removed: for the fiscal year ended October 31, 2008](http://www.sec.gov/Archives/edgar/data/711404/000119312508257120/dex1041.htm)] | | | [added: 10.41 | | | 10/31/2008 | | |]

| 10.14(a) | | | [Amendment No. 1 to the License Agreement dated as of November 19, 2007, by and among CIBA Vision AG, CIBA Vision Corporate and CooperVision, [removed: Inc., incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form] [added: Inc.](http://www.sec.gov/Archives/edgar/data/711404/000119312512513185/d458352dex991.htm) | | |] 8-K [removed: filed on December 21, 2012](http://www.sec.gov/Archives/edgar/data/711404/000119312512513185/d458352dex991.htm)] | | | [added: 99.1 | | | 12/21/2012 | | |]

| 10.15 | | | [Lease Contract dated as of November 6, 2003, by and between The Puerto Rico Industrial Development Company and Ocular Sciences Puerto Rico, [removed: Inc., incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form] [added: Inc.](http://www.sec.gov/Archives/edgar/data/711404/000119312505004815/dex101.htm) | | |] 8-K [removed: dated January 12, 2005](http://www.sec.gov/Archives/edgar/data/711404/000119312505004815/dex101.htm)] | | | [added: 10.1 | | | 1/12/2005 | | |]

| 10.16 | | | [First Supplement and Amendment to Lease Contract dated as of December 30, 2003, by and between The Puerto Rico Industrial Development Company and Ocular Sciences Puerto Rico, [removed: Inc., incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form] [added: Inc.](http://www.sec.gov/Archives/edgar/data/711404/000119312505004815/dex102.htm) | | |] 8-K [removed: dated January 12, 2005](http://www.sec.gov/Archives/edgar/data/711404/000119312505004815/dex102.htm)] | | | [added: 10.2 | | | 1/12/2005 | | |]

| 10.17 | | | [Assignment of Lease Agreement dated as of June 29, 2004, by and among Ocular Sciences Puerto Rico, Inc., Ocular Sciences Cayman Islands Corporation and The Puerto Rico Industrial Development [removed: Company, incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form] [added: Company](http://www.sec.gov/Archives/edgar/data/711404/000119312505004815/dex103.htm) | | |] 8-K [removed: dated January 12, 2005](http://www.sec.gov/Archives/edgar/data/711404/000119312505004815/dex103.htm)] | | | [added: 10.3 | | | 1/12/2005 | | |]

| 10.18 | | | [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 administrative [removed: agent, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form] [added: agent](http://www.sec.gov/Archives/edgar/data/711404/000156459020014844/coo-ex101_8.htm) | | |] 8-K [removed: dated April 2, 2020](http://www.sec.gov/Archives/edgar/data/711404/000156459020014844/coo-ex101_8.htm)] | | | [added: 10.1 | | | 4/2/2020 | | |]

| 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 administrative [removed: agent, incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form] [added: agent](https://www.sec.gov/Archives/edgar/data/711404/000071140420000042/c00-ex102020201031x10k.htm) | | |] 10-K [removed: for the fiscal year ended October 31, 2020](https://www.sec.gov/Archives/edgar/data/711404/000071140420000042/c00-ex102020201031x10k.htm)] | | | [added: 10.20 | | | 10/31/2020 | | |]

| 10.20 | | | [removed: [Loan] [added: [Term Loan] Agreement, dated as of [removed: November 2,] [added: December 17,] 2021, [added: by and] among [removed: the Company,] [added: The Cooper Companies, Inc.,] the lenders [added: from time to time] party [removed: thereto] [added: thereto,] and [removed: The Bank of Nova Scotia,] [added: PNC Bank, National Association,] as administrative [removed: agent, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form] [added: agent.](http://www.sec.gov/Archives/edgar/data/711404/000119312521361145/d272863dex101.htm) | | |] 8-K [removed: dated November 5, 2021](https://www.sec.gov/Archives/edgar/data/711404/000119312521321676/d235792dex101.htm)] | | | [added: 10.1 | | | 12/17/2021 | | |]

| [removed: 10.21] [added: 10.23] | | | [removed: [Term] [added: [Amendment No.1, dated as of February 1, 2023, to the Term] Loan Agreement, dated as of December 17, 2021, by and among The Cooper Companies, [removed: Inc., the lenders from time to time party thereto,] [added: Inc.] and PNC Bank, National Association, as [removed: administrative agent, incorporated by reference to] the [removed: Company's Current Report on Form 8-K filed on December 17, 2021.](http://www.sec.gov/Archives/edgar/data/711404/000119312521361145/d272863dex101.htm)] [added: administrative agent.](http://www.sec.gov/Archives/edgar/data/711404/000071140423000013/coo-ex101_2023x01x31x10q.htm)] | | | [added: 10-Q | | | 10.1 | | | 1/31/2023 | | |]

| [removed: 10.22] [added: 10.21] | | | [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 [removed: 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)] [added: agent](http://www.sec.gov/Archives/edgar/data/711404/000071140422000015/coo-ex103_2022x01x31x10q.htm)] | | | [added: 10-Q | | | 10.3 | | | 1/31/2022 | | |]

| [removed: 10.24] [added: 10.22] | | | [Agreement and Plan of Merger, dated as of November 6, 2021, by and among The Cooper Companies, Inc., CooperSurgical, Inc., Bruin Merger Sub, LLC, GI Generate Parent LLC, and GI Partners Acquisitions [removed: LLC., incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form] [added: LLC.](https://www.sec.gov/Archives/edgar/data/711404/000119312521326207/d204711dex21.htm) | | |] 8-K [removed: dated November 10, 2021](https://www.sec.gov/Archives/edgar/data/711404/000119312521326207/d204711dex21.htm)] | | | [added: 2.1 | | | 11/10/2021 | | |]

| 21 | | | [removed: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/711404/000071140422000053/coo-ex21_20221031x10k.htm)] [added: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/711404/000071140423000072/coo-ex21_20231031x10k.htm)] | | | [added: | | | | | | | | |]

| 23 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/711404/000071140422000053/coo-ex23_20221031x10k.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/711404/000071140423000072/coo-ex23_20231031x10k.htm)] | | | [added: | | | | | | | | |]

| 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/711404/000071140422000053/coo-ex311_20221031x10k.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/711404/000071140423000072/coo-ex311_20231031x10k.htm)] | | | [added: | | | | | | | | |]

| 31.2 | | | [Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/711404/000071140422000053/coo-ex312_20221031x10k.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/711404/000071140423000072/coo-ex312_20231031x10k.htm)] | | | [added: | | | | | | | | |]

| 32.1* | | | [Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section [removed: 1350](https://www.sec.gov/Archives/edgar/data/711404/000071140422000053/coo-ex321_20221031x10k.htm)] [added: 1350](https://www.sec.gov/Archives/edgar/data/711404/000071140423000072/coo-ex321_20231031x10k.htm)] | | | [added: | | | | | | | | |]

| 32.2* | | | [Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section [removed: 1350](https://www.sec.gov/Archives/edgar/data/711404/000071140422000053/coo-ex322_20221031x10k.htm)] [added: 1350](https://www.sec.gov/Archives/edgar/data/711404/000071140423000072/coo-ex322_20231031x10k.htm)] | | | [added: | | | | | | | | |]

| 101 | | | The following materials from the Company's Annual Report on Form 10-K for the year ended October 31, [removed: 2022,] [added: 2023,] formatted in Inline XBRL (Extensible Business Reporting Language):(i) Consolidated Statements of Income for the years ended October 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] (ii) Consolidated Statements of Comprehensive Income for the years ended October 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] (iii) Consolidated Balance Sheets at October 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] (iv) Consolidated Statements of Stockholders' Equity for the years ended October 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] (v) Consolidated Statements of Cash Flows for the years ended October 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] (vi) related notes to consolidated financial statements and (vii) Schedule II Valuation and Qualifying Accounts | | | [added: | | | | | | | | |]

| Year Ended October 31, 2023 | | | 60.1 | | | | | | 2.6 | | | | | | (42.0) | | | | | | 20.7 | | |

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

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

| | | | | | | Incorporated by Reference | | | | | | | | |

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

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

| 10.24 | | | [Amendment No. 3, dated as of February 1, 2023, to the Revolving Credit and Term Loan Agreement, dated as of April 1, 2020, by and among the Company, CooperVision International Limited, and CooperSurgical Holdings Limited, the borrowers party thereto, and KeyBank National Association, as administrative agent.](http://www.sec.gov/Archives/edgar/data/711404/000071140423000013/coo-ex102_2023x01x31x10q.htm) | | | 10-Q | | | 10.2 | | | 1/31/2023 | | |

| 10.25# | | | [The Cooper Companies, Inc. 2023 Incentive Payment Plan.](http://www.sec.gov/Archives/edgar/data/711404/000071140422000058/a2023incentivepaymentplan.htm) | | | 8-K | | | 10.1 | | | 12/19/2022 | | |

| 10.26# | | | [The Cooper Companies, Inc. 2023 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/711404/000119312523019077/d448199ddef14a.htm#toc448199_29) | | | 14A | | | A | | | 1/30/2023 | | |

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

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

| | | | | | | Incorporated by Reference | | | | | | | | |

| Exhibit Number | | | Description of Document | | | Form | | | Exhibit | | | Filing Date/ Period End Date | | |

| 10.27# | | | [Form of Stock Option Agreement for the 2023 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/711404/000071140423000033/coo-ex102_2023x04x30x10q.htm) | | | 10-Q | | | 10.2 | | | 4/30/2023 | | |

| 10.28# | | | [Form of Restricted Stock Unit Agreement for the 2023 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/711404/000071140423000033/coo-ex103_2023x04x30x10q.htm) | | | 10-Q | | | 10.3 | | | 4/30/2023 | | |

| 10.29# | | | [Form of Performance Stock Unit Agreement for the 2023 Long-Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/711404/000071140423000033/coo-ex104_2023x04x30x10q.htm) | | | 10-Q | | | 10.4 | | | 4/30/2023 | | |

| 10.31# | | | [The Cooper Companies, Inc. 2017 Executive Incentive Plan](http://www.sec.gov/Archives/edgar/data/711404/000119312517021098/d306891ddef14a.htm) | | | 14A | | | A | | | 1/27/2017 | | |

| 10.32# | | | [The Cooper Companies, Inc. Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/711404/000071140423000072/coo-ex1032_20231031x10k.htm) | | | | | | | | | | | |

| 19 | | | [Stock](https://www.sec.gov/Archives/edgar/data/711404/000071140423000072/coo-ex19_20231031x10k.htm) [Trading P](https://www.sec.gov/Archives/edgar/data/711404/000071140423000072/coo-ex19_20231031x10k.htm)[olicy](https://www.sec.gov/Archives/edgar/data/711404/000071140423000072/coo-ex19_20231031x10k.htm) | | | | | | | | | | | |

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

| Year Ended October 31, 2020 | | | 41.5 | | | | | | 5.9 | | | | | | (2.1) | | | | | | 45.3 | | |

| | | | | | |

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

| 10.23# | | | [The Cooper Companies, Inc. 2022 Incentive Payment Plan, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K 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) | | |

| 24 | | | Power of Attorney (included on signature page hereto) | | |

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: 9, 2022.][added: 8, 2023.]

| /s/ ALBERT G. WHITE, III | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | December [removed: 9, 2022] [added: 8, 2023] | | |

| /s/ ROBERT S. WEISS | | | | | | Chairman of the Board | | | | | | December [removed: 9, 2022] [added: 8, 2023] | | |

| /s/ WILLIAM A. KOZY | | | | | | Vice Chairman of the Board and Lead Director | | | | | | December [removed: 9, 2022] [added: 8, 2023] | | |

| /s/ BRIAN G. ANDREWS | | | | | | Executive Vice President, Chief Financial Officer and Treasurer | | | | | | December [removed: 9, 2022] [added: 8, 2023] | | |

| /s/ AGOSTINO RICUPATI | | | | | | Senior Vice President and Chief Accounting Officer | | | | | | December [removed: 9, 2022] [added: 8, 2023] | | |

| /s/ COLLEEN E. JAY | | | | | | Director | | | | | | December [removed: 9, 2022] [added: 8, 2023] | | |

| /s/ GARY S. PETERSMEYER | | | | | | Director | | | | | | December [removed: 9, 2022] [added: 8, 2023] | | |

| /s/ MARIA RIVAS M.D. | | | | | | Director | | | | | | December [removed: 9, 2022] [added: 8, 2023] | | |

| /s/ TERESA S. MADDEN | | | | | | Director | | | | | | December [removed: 9, 2022] [added: 8, 2023] | | |

| /s/ CYNTHIA L. LUCCHESE | | | | | | Director | | | | | | December [removed: 9, 2022] [added: 8, 2023] | | |

| BOARD OF DIRECTORS Robert S. Weiss Chairman of the Board William A. Kozy Vice Chairman and Lead [removed: Director] [added: Director; Chief Executive Officer (interim), LivaNova PLC] Colleen E. Jay Director [removed: Jody S. Lindell President and Chief Executive Officer, S.G. Management, Inc.] Cynthia L. Lucchese [removed: Chief Strategy Officer, Penske Entertainment Corp. Teresa S. Madden] Director Gary S. Petersmeyer Director [added: Lawrence Kurzius Director Teresa S. Madden Director] Maria Rivas M.D. 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 Teresa S. Madden (Chairman) [removed: Jody S. Lindell] Cynthia L. Lucchese Gary S. Petersmeyer [added: Lawrence Kurzius] Maria Rivas M.D. Corporate Governance and Nominating Committee William A. Kozy (Chairman) Colleen E. Jay [removed: Jody S. Lindell] Cynthia L. Lucchese Maria Rivas M.D. Organization and Compensation Committee Colleen E. Jay (Chairman) [removed: William A. Kozy Teresa S. Madden] Gary S. Petersmeyer [added: Lawrence Kurzius Teresa S. Madden William A. Kozy] | | | | | | EXECUTIVE OFFICERS Albert G. White, III President and Chief Executive Officer Daniel G. McBride Executive Vice President and Chief Operating Officer Brian G. Andrews Executive Vice President, Chief Financial Officer and Treasurer Agostino Ricupati Senior Vice President and Chief Accounting Officer Nicholas S. Khadder Vice President, General Counsel and Corporate Secretary Holly R. Sheffield President of CooperSurgical, Inc. 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 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: 2023.] [added: 2024.] TRANSFER AGENT [removed: American Stock Transfer &] [added: Equiniti] Trust [removed: Company 6201 15th Avenue Brooklyn,] [added: LLC 48 Wall Street, Floor 23 New York,] NY [removed: 11219] [added: 10005] 800-937-5449 TRADEMARKS [removed: The Cooper Companies, Inc.,] [added: CooperVision, CooperSurgical, and other trade names, trademarks or service marks of CooperCompanies and] its subsidiaries [removed: or affiliates own, license or distribute] [added: appearing in this report are] the [removed: registered trademarks, common law] [added: property of CooperCompanies and its subsidiaries. Trade names,] trademarks and [removed: trade names referenced] [added: service marks of the other companies appearing] in this [removed: report.] [added: report are the property of their respective holders.] INDEPENDENT AUDITORS KPMG LLP STOCK EXCHANGE LISTING [removed: The New York Stock Exchange] [added: Nasdaq Global Select Market] Ticker Symbol “COO” | | |