Cooper Companies (COO) 10-K risk factor changes: FY2024 vs FY2023

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

More than half of our net sales for the fiscal years ended October 31, [removed: 2023] [added: 2024,] and [removed: 2022,] [added: 2023,] 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 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;]

[removed: It has led and could continue to] [added: - international conflicts, acts or threats of war or terrorism may] lead to significant market and other disruptions, [removed: including significant volatility in commodity prices and] supply [removed: of energy resources, instability in financial markets, supply] chain interruptions, political and social instability, trade disputes or trade barriers, [added: embargoes,] changes in consumer or [removed: purchaser] [added: purchase] preferences, as well as an increase in cyberattacks and [removed: espionage.][added: espionage;]

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

Any prolonged disruption in the operations of our existing manufacturing or distribution facilities or our fertility and stem cell storage facilities, whether due to 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 [removed: Good Manufacturing Practices (cGMP)] [added: cGMP] or similar foreign requirements or other reasons, could have a material adverse effect on our business.

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

While we have [added: implemented procedures and controls to monitor and mitigate security threats and] invested in the protection of data and information technology, we cannot be assured that our efforts will prevent or quickly identify service interruptions or security breaches.

Any such interruption or breach of our systems could adversely affect our business operations and/or result in the loss of critical or sensitive confidential [added: information, including protected health] information [added: (PHI),] or intellectual property, and could result in financial, legal, business and reputational harm to [removed: us.][added: us, which could have a material adverse effect on our financial position, results of operations and cash flows.]

We maintain cyber liability insurance; however, this insurance may not be sufficient to cover the financial, legal, business or reputational losses that may result from an interruption or breach of our [removed: systems.][added: systems, and we cannot guarantee that applicable insurance will be available to us in the future on economically reasonable terms or at all.]

Because our CooperSurgical products are generally purchased by hospitals and [removed: surgical] [added: surgery] centers, OB/GYN medical offices and fertility clinics, and billed to various third-party payors, changes in the 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.

If our products [added: or services] are not accepted by the market, we will not be able to sustain or expand our business.

Certain of our proposed products [added: or services] have not yet been clinically tested or commercially introduced, and some of our existing products [added: or services] are marketed and sold on the basis of potential future medical or therapeutic value (assuming technology advances), and we cannot be sure that any of them will achieve market acceptance or generate revenues or operating profits.

The development of a market for our products [added: or services] may be influenced by many factors, some of which are out of our control, including:

- acceptance of our products [added: or services] by eye care [removed: and] [added: or other] health care practitioners;

- the cost competitiveness of our [removed: products;][added: products and services;]

- consumer reluctance to try and use a new [removed: product;][added: product or service;]

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

- the earlier release of competitive [removed: products,] [added: products or services,] such as new silicone hydrogel products or contraceptive technologies, into the market by our competitors; and the emergence of newer and more competitive [removed: products.][added: products or services.]

They offer competitive products and differentiated materials, plus a variety of other eye care products including lens care products and ophthalmic pharmaceuticals, which may give them a competitive [added: advantage in marketing their lenses.]

Our ability to respond to these competitive pressures will depend on our ability to decrease our costs and maintain gross margins and operating results and to introduce new products successfully, on a timely basis in the Americas, EMEA and Asia Pacific, [removed: and to achieve manufacturing efficiencies and sufficient manufacturing capacity and capabilities for such products.]

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

[removed: We cannot be assured that we will successfully obtain necessary regulatory approvals, certifications or clearances for our new] products [removed: or that our new products] will successfully compete in the marketplace and, as a result, justify the expense involved in their development and regulatory approval or certification.

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

Environmental, social and corporate governance [removed: (ESG)] issues, including those related to climate change and sustainability, may have an adverse effect on our business and damage our reputation.

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

We are experiencing increasing challenges in building and retaining our workforce in certain markets, where pressure from inflation and competition have exacerbated turnover and retention [removed: trends continuing from the COVID-19 pandemic.][added: trends.]

For example, in the United States, the reversal by the U.S. Supreme Court of [removed: Roe] [added: *Roe] v.

[removed: Wade] [added: Wade*] has raised concerns in the fertility industry that more restrictive laws could limit access to various reproductive services.

In addition, the EU landscape concerning medical devices (including IVDs) has recently [removed: evolved.][added: evolved and may be subject to further developments in 2025.]

[added: The] EU IVDR fully applies since May 26, 2022, but there is a tiered system extending the grace period for many devices (depending on their risk classification) before they have to be fully compliant with the regulation.

[removed: Both regulations have been adopted to establish a] uniform, transparent, predictable and sustainable regulatory framework across the EU for medical devices (including IVDs) and ensure a high level of safety and health while supporting innovation.

Following the end of the “Brexit” transitional period, from January 1, 2021, the [removed: Medicines and Healthcare products Regulatory Agency (MHRA)] [added: MHRA] became the UK’s independent regulatory agency for medical devices.

[removed: However,] [added: Pending such reform of] the [removed: MHRA] [added: UK regulatory framework, the government] has [removed: recently] confirmed [removed: that, subject to certain conditions,] [added: that] general medical devices compliant with the EU [removed: medical devices directive (EU MDD) or EU active implantable medical devices directive (EU AIMDD)] [added: MDD] 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.

The rules for placing medical devices on the [removed: Northern Ireland] market [removed: will] [added: in Northern Ireland, which is part of the UK,] differ from those in Great [removed: Britain.][added: Britain (England, Scotland and Wales) and continue to be based on EU law.]

Our [removed: medical device] products are subject to reporting requirements and recalls, even after receiving regulatory clearance, approval or certification, which could harm our reputation and business.

After a [added: drug or] device is placed on the market, numerous regulatory requirements apply, including the FDA's [added: cGMP and] QSR regulations, which require manufacturers to follow, among other things, design, testing, production, control, documentation and other quality assurance procedures during the manufacturing process; labeling regulations; and [removed: medical device] [added: adverse event] reporting regulations that require us to report to FDA or similar governmental bodies in other countries if our products may have caused or contributed to a death or serious injury or malfunction in a way that would be reasonably likely to contribute to death or serious injury if the malfunction were to recur.

[removed: Medical device manufacturers,] [added: Manufacturers,] such as CooperVision and CooperSurgical, may, under their own initiative, recall a product if a reasonable possibility of serious injury or any material deficiency in a [removed: device] [added: product] is found, or withdraw a product [removed: to improve device performance or] for other reasons.

The FDA requires that certain [added: medical device] corrections or removals, including recalls, be reported to the FDA within ten working days of initiating the correction or removal.

Our manufacturing operations and processes are required to comply with numerous federal, state and foreign regulatory requirements, including the FDA's cGMP [added: regulations] for [added: drugs and QSR for] medical devices, [removed: known as the QSR regulations,] which govern the procedures related to the design, testing, production processes, controls, quality assurance, labeling, packaging, storage, importing, exporting and shipping of our products.

- the need to engage third-party agents or intermediaries to act on our behalf in certain countries, including in those countries with a high risk of corruption;

- challenges in complying with new and evolving international economic and trade sanctions laws and regulations;

- natural disasters, pandemics and labor disruptions, the duration and severity of which are highly uncertain and difficult to predict;

Economic and trade sanctions could make it more difficult or costly for us to conduct our operations or achieve our business objectives.

These laws and regulations may restrict or prohibit altogether the sale or supply of certain of our products to certain governments, persons, entities, countries, and territories, including those that are the target of comprehensive sanctions, unless there are license exceptions that apply or specific licenses are obtained.

A failure to comply with these laws and regulations could result in civil or criminal sanctions, including the imposition of fines and the denial of export privileges, which could have a material adverse effect on our business.

loss of confidential or protected data which could disrupt our business, force us to incur excessive costs or cause reputational harm.

There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.

If any of such systems or programs were to experience service interruptions, fail or create erroneous information in our hardware or software network infrastructure, possible consequences include our loss of communication links, inability to track sales and interruption of other operational or financial processes, which in turn could adversely affect our financial results, stock price and reputation.

We identified a material weakness in our internal control over financial reporting related to an ineffective information technology (IT) general control for the U.S. operations within the CooperSurgical segment which, if not remediated appropriately or timely, could affect our ability to record, process and report financial information accurately and prepare financial statements within required time periods and could subject us to litigation or investigations, negatively affect investor confidence and adversely impact our stock price.

Internal controls related to the operation of technology systems are critical to maintaining adequate internal control over financial reporting.

As disclosed in Part II, Item 9A, during fiscal 2024, management concluded our internal control over financial reporting was not effective as of October 31, 2024 due to a material weakness in IT general controls for the CooperSurgical operations in the U.S. primarily related to the implementation and maintenance of certain enterprise resource planning systems during fiscal 2024.

The material weakness resulted from not having a sufficient complement of its personnel, inadequate training of personnel and ineffective assessment of the risks related to change management, user control monitoring and segregation of duties in the affected IT environment.

Manual controls that rely on system-generated data or reports from the affected IT environment or process level automated controls in the affected IT environment were ineffective because they could have been adversely impacted.

In response to the material weakness, management, with the oversight of the Audit Committee, has begun to implement steps to remediate the material weakness.

If we are unable to remediate the material weakness, or are otherwise unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods, could be adversely affected, which could subject us to reputational harm, legal claims or proceedings, regulatory investigations and enforcement actions, significant costs from remedial actions, additional management resources, and payment of legal and other expenses, negatively affect investor confidence in our financial statement and adversely impact our stock price.

and to achieve manufacturing efficiencies and sufficient manufacturing capacity and capabilities for such products.

We cannot be assured that we will successfully obtain necessary regulatory approvals, certifications or clearances for our new products or that our new

Further, the SEC adopted a final rule on the Enhancement and Standardization of Climate-Related Disclosures in 2024.

However, the European institutions adopted subsequent regulations amending the EU IVDR for a gradual roll-out of the EU IVDR to prevent disruptions in the supply of IVDs.

Both regulations have been adopted to establish a

On January 9, 2024, the MHRA published a roadmap setting out its plans and timelines for towards the reform of the regulatory framework for medical devices in the UK.

Regulations implementing core elements of the new framework are intended to be in place by 2025.

Medical devices, including custom-made devices, compliant with the EU MDR can be placed on the Great Britain market up until June 30, 2030.

These developments, or the perception that any related developments could occur, have had and may continue to have a material adverse effect on global economic conditions and financial markets, and our business may be impacted and the demand for our products could be depressed.

Accordingly, this could impose additional or different regulatory

In the United States, in vitro diagnostic devices (IVDs) are a type of medical device that can be used in the diagnosis or detection of diseases or other conditions.

Similar tests are also known as In-House Tests (IH-Tests) in the EU and LDTs have historically been subject to enforcement discretion by the FDA and were not previously regulated under the 98/79EC in-vitro diagnostic directive (IVDD) of the EU.

On May 6, 2024, the FDA published a final rule on the regulation LDTs, making explicit that LDTs are medical devices under the FDCA.

In addition, the FDA is finalizing a policy under which the FDA will provide greater oversight of IVDs offered as LDTs through a phaseout of its general enforcement discretion approach over the course of four years, as well as targeted enforcement discretion policies for certain categories of IVDs manufactured by laboratories.

Compliance with the new requirements may require additional analytical or clinical studies or other actions in order to continue marketing our tests during the phase-out period, which could increase costs and expenses or otherwise negatively affect our business.

The FDA LDT regulation is currently subject to legislative challenges which may result in less stringent requirements or a decrease in FDA enforcement of LDT requirements.

Therefore, the costs to comply with the FDA LDT regulation and its impact on our business is difficult to predict.

Similarly, in the EU, the regulatory landscape has evolved to include the definition of an IH-Test as is an IVD that is developed and produced by a laboratory on a non-industrial scale and is provided to health institutions in accordance with Article 5 of the EU IVDR.

Under such circumstances, many IH-Tests may continue to be exempt from regulation indefinitely or until 2030 in circumstances where commercially available CE marked options exist.

Embryology Association (HFEA) regulating IVF.

Three federal agencies are responsible for administering the CLIA program in the United States: the Centers for Medicare & Medicaid Services (CMS), the Centers for Disease Control and Prevention (CDC), and the FDA.

For example, over the last several years, the United

Their designation process, which is significantly stricter under the new Regulations, has experienced considerable delays.

Despite a recent increase in designations, the current number of notified bodies designated under the new Regulations remains significantly lower than the number of notified bodies designated under the previous regimes.

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.

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

International Conflicts, such as the war between Russia and Ukraine, could adversely affect our business.

On February 24, 2022, Russian military forces launched a military action in Ukraine.

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

The war has led to significant sanctions programs imposed by the United States, the 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 Republic.

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

The situation 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 business.

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

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

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

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

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

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

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

In fiscal 2022, CooperVision acquired a private Denmark-based ortho-k contact lens distributor.

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

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

The COVID-19 pandemic has negatively impacted business and healthcare activity globally and has created significant volatility, uncertainty and economic disruption within the markets in which we operate.

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

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.

Even after the COVID-19 pandemic has subsided, we may continue to experience materially adverse effects on our business.

advantage in marketing their lenses.

strategy.

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

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

However, on October 14, 2021, the European Commission proposed a “progressive” roll-out of the EU IVDR to prevent disruption in the supply of IVDs.

The European Parliament and Council adopted the proposed regulation on December 15, 2021.

The

Following a government consultation on changes to the UK’s medical device regulations, the response to which was published on June 26, 2022, it is anticipated that the core aspects of the future regime will now apply from July 1, 2025 so that medical devices placed on the market in Great Britain (England, Scotland, and Wales) will require a UK Conformity Assessment (UKCA) mark.

IVDs with valid certification can continue to be placed on the market until the earlier of certificate expiry or June 30, 2030.

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.

However, UKCA marking alone will not be recognized in the EU.

These modifications may have an effect on the way we intend to conduct our business in these countries.

This proposal has not yet been finalized or adopted.

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.

duties and tax requirements.

Although the FDA has statutory authority to assure that medical devices, including IVDs, are safe and effective for their intended uses, the FDA has historically exercised its enforcement discretion and not enforced applicable provisions of the FDCA and regulations with respect to laboratory developed tests (LDTs).

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

However, if there are changes in the FDA’s policy, or if the FDA disagrees that our marketed tests are LDTs or that we are marketing our tests outside the scope of the FDA’s current policy of enforcement discretion, we may become subject to extensive regulatory requirements and may be required to stop selling our existing tests or launching any other tests we may develop and to conduct additional clinical trials or take other actions prior to continuing to market our tests.

In this section, we discuss the results of our operations for fiscal [removed: 2023] [added: 2024] compared with fiscal [removed: 2022.][added: 2023.]

We discuss our cash flows and current financial condition under “Capital Resources and Liquidity.” For a discussion related to fiscal [removed: 2022] [added: 2023] compared with fiscal [removed: 2021,] [added: 2022,] please refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended October 31, [removed: 2022,] [added: 2023,] which was filed with the [removed: United States Securities and Exchange Commission (SEC)] [added: SEC] on December [removed: 9, 2022,] [added: 8, 2023,] and is available on the SEC's website at www.sec.gov and our Investor Relations website at investor.coopercos.com.

[removed: ][added: ]

- 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 [added: correct myopia in age-appropriate children, and other specialty lenses.]

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

[removed: ][added: ]

| ($ in millions) | | | [removed: 2023] | | | [removed: | | | | | | | | | 2022] [added: 2024] | | | | | | [added: 2023] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] % Change | | |

In the fiscal year ended October 31, [removed: 2023,] [added: 2024,] the growth experienced across all categories was partially offset by unfavorable foreign exchange rate fluctuations, which approximated [removed: $61.0] [added: $14.6] million.

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

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

- "Other" products represented approximately 1% of net sales in fiscal [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

CooperVision competes in the worldwide soft contact lens market and services in three primary regions: the Americas, EMEA [removed: (Europe, Middle East] and [removed: Africa) and] Asia Pacific.

| ($ in millions) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: | | | 2024] vs. [removed: 2022] [added: 2023] % Change | | |

| Americas | | | | | | $ | [removed: 991.3] [added: 1,067.3] | | | | | $ | [removed: 887.2] [added: 991.3] | | | | | [removed: 12] [added: 8] | | % |

| EMEA | | | | | | [removed: 891.6] [added: 988.3] | | | | | | [removed: 843.7] [added: 891.6] | | | | | | [removed: 6] [added: 11] | | % |

| Asia Pacific | | | | | | [removed: 540.8] [added: 553.8] | | | | | | [removed: 512.4] [added: 540.8] | | | | | | [removed: 6] [added: 2] | | % |

CooperVision's growth in net sales across all regions was primarily attributable to [removed: market gains] [added: increased sales] of silicone hydrogel contact lenses.

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

[removed: Our office] [added: - Office] and surgical offerings include products that facilitate surgical and non-surgical procedures that are commonly performed primarily by obstetricians and gynecologists in hospitals, [removed: surgical] [added: surgery] centers, [removed: fertility clinics] and medical offices.

[added: -] Fertility offerings include highly specialized products and services that target the IVF process, including diagnostics testing with a goal to make fertility treatment safer, more efficient and convenient.

[removed: ][added: ]

[removed: Fertility –] This includes fertility consumables and equipment, donor gamete services, and genomic services (including genetic testing).

| ($ in millions) | | | [added: 2024] | | | [removed: 2023] | | | | | | [removed: 2022] | | | [added: 2023] | | | | | | [removed: 2023 vs. 2022] [added: | | | | | | 2024 vs 2023] % Change | | |

| Office and surgical | | | | | | $ | [removed: 689.5] [added: 774.7] | | | | | $ | [removed: 633.6] [added: 689.5] | | | | | | | | [removed: 9] [added: 12] | | % |

| Fertility | | | | | | [removed: 480.0] [added: 511.3] | | | | | | [removed: 431.5] [added: 480.0] | | | | | | | | | [removed: 11] [added: 7] | | % |

[removed: 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] [added: Fertility] net sales increased due to an increase in revenue from consumable products and [removed: genomic services.][added: genetic testing.]

The [removed: increase] [added: above growth experienced across all categories] was partially offset by unfavorable foreign exchange rate fluctuations, which approximated [removed: $15.1] [added: $9.5] million.

Consolidated [removed: Gross Margin] [added: gross margin] was relatively flat at [removed: 66%] [added: 67%] in fiscal [removed: 2023] [added: 2024] compared to [removed: 65%] [added: 66%] in fiscal [removed: 2022.][added: 2023.]

| ($ in millions) | | | [removed: 2023] [added: 2024] | | | | | | % Net Sales | | | | | | [removed: 2022] [added: 2023] | | | | | | % Net Sales | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] % Change | | |

| CooperVision | | | $ | [removed: 871.1] [added: 910.7] | | | | | [removed: 36] [added: 35] | | % | | | | $ | [removed: 826.7] [added: 871.1] | | | | | [removed: 37] [added: 36] | | % | | | | 5 | | % |

| CooperSurgical | | | [removed: 559.4] [added: 534.2] | | | | | | [removed: 48] [added: 42] | | % | | | | [removed: 461.7] [added: 559.4] | | | | | | [removed: 43] [added: 48] | | % | | | | [removed: 21] [added: (5)] | | % |

| Corporate | | | [removed: 70.7] [added: 88.8] | | | | | | — | | | | | | [removed: 53.8] [added: 70.7] | | | | | | — | | | | | | [removed: 31] [added: 26] | | % |

CooperSurgical's SGA expenses [removed: increased] [added: decreased] in fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022] [added: 2023] primarily due to [removed: 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 [removed: business.][added: business in fiscal 2023, partially offset by an increase in selling activities and distribution costs.]

See Note [removed: 3.][added: 5.]

Corporate SGA expenses increased in fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022] [added: 2023] primarily due to share-based compensation related [removed: expenses.][added: expenses and corporate support functions.]

| CooperVision | | | $ | [removed: 73.4] [added: 82.9] | | | | | 3 | | % | | | | $ | [removed: 62.4] [added: 73.4] | | | | | 3 | | % | | | | [removed: 18] [added: 13] | | % |

| CooperSurgical | | | [removed: 64.0] [added: 72.2] | | | | | | [removed: 5] [added: 6] | | % | | | | [removed: 47.9] [added: 64.0] | | | | | | [removed: 4] [added: 5] | | % | | | | [removed: 34] [added: 13] | | % |

CooperVision's R&D expenses increased in fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022] [added: 2023] primarily due to [removed: European Medical Device Regulation costs and] myopia management [removed: programs,] [added: programs] and [removed: timing of] R&D projects.

CooperSurgical's R&D expenses increased in fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022] [added: 2023] mainly due to [removed: European Medical Device Regulation costs.][added: an increase in R&D project spend.]

| CooperVision | | | $ | [removed: 32.9] [added: 28.2] | | | | | 1 | | % | | | | $ | [removed: 32.3] [added: 32.9] | | | | | 1 | | % | | | | [removed: 2] [added: (14)] | | % |

| Toric and multifocal | | | $ | 1,257.2 | | | | | | | | | | | $ | 1,134.4 | | | | | | | | | | | 11 | | % |

| Sphere, other | | | 1,352.2 | | | | | | | | | | | | 1,289.3 | | | | | | | | | | | | 5 | | % |

| | | | $ | 2,609.4 | | | | | | | | | | | $ | 2,423.7 | | | | | | | | | | | 8 | | % |

| | | | | | | $ | 2,609.4 | | | | | $ | 2,423.7 | | | | | 8 | | % |

CooperSurgical Net Sales

This includes medical devices, cryostorage (such as cord blood and cord tissue storage), and contraception.

| | | | | | | $ | 1,286.0 | | | | | $ | 1,169.5 | | | | | | | | 10 | | % |

In the fiscal year ended October 31, 2024, office and surgical net sales increased primarily due to the addition of Cook Medical on November 1, 2023.

| | | | $ | 1,533.7 | | | | | 39 | | % | | | | $ | 1,501.2 | | | | | 42 | | % | | | | 2 | | % |

CooperVision's SGA expenses increased in fiscal 2024 compared to fiscal 2023 primarily due to a $31.8 million release of contingent consideration liability associated with SightGlass Vision's regulatory approval milestone in fiscal 2023 and increased selling activities in fiscal 2024.

| ($ in millions) | | | 2024 | | | | | | % Net Sales | | | | | | 2023 | | | | | | % Net Sales | | | | | | 2024 vs. 2023 % Change | | |

| | | | $ | 155.1 | | | | | 4 | | % | | | | $ | 137.4 | | | | | 4 | | % | | | | 13 | | % |

| ($ in millions) | | | 2024 | | | | | | % Net Sales | | | | | | 2023 | | | | | | % Net Sales | | | | | | 2024 vs. 2023 % Change | | |

| | | | $ | 201.2 | | | | | 5 | | % | | | | $ | 186.2 | | | | | 5 | | % | | | | 8 | | % |

CooperVision's amortization expense for fiscal 2024 compared to fiscal 2023 decreased primarily due to more intangible assets becoming fully amortized during fiscal 2024.

| ($ in millions) | | | 2024 | | | | | | % Net Sales | | | | | | 2023 | | | | | | % Net Sales | | | | | | 2024 vs. 2023 % Change | | |

| | | | $ | 705.7 | | | | | 18 | | % | | | | $ | 533.1 | | | | | 15 | | % | | | | 32 | | % |

| ($ in millions) | | | 2024 | | | | | | % Net Sales | | | | | | 2023 | | | | | | % Net Sales | | | | | | 2024 vs. 2023 % Change | | |

| | | | $ | 9.1 | | | | | $ | 14.9 | |

Other expense, net decreased in fiscal 2024, primarily due to a decrease in loss on minority investments.

The increase in working capital was primarily due to increases in trade accounts receivable, prepaid expenses and other current assets, and inventories, partially offset by an increase in other current liabilities.

Cash provided by operating activities in fiscal 2024 increased compared to fiscal 2023, primarily due to increases in net income, and non-cash add backs such as deferred income taxes and share-based compensation expenses in fiscal 2024 and the release of $31.8 million contingent consideration liability associated with SightGlass Vision's regulatory approval milestone in fiscal 2023, offset by net changes in operating capital.

Cash used in investing activities in fiscal 2024 increased compared to cash used in investing activities in fiscal 2023, primarily attributable to $343.4 million cash paid for acquisitions in fiscal 2024.

| 2024 Revolving Credit | | | | | | $ | 2,300.0 | | | | | $ | 1,049.2 | | | | | $ | 4.75 | | | | | $ | 1,246.1 | | | | | May 1, 2029 | | |

| Total | | | | | | $ | 3,800.0 | | | | | $ | 2,549.2 | | | | | $ | 4.75 | | | | | $ | 1,246.1 | | | | | | | |

On May 1, 2024, the Company entered into a Revolving Credit Agreement.

The Company drew on the 2024 Credit Agreement to fully repay borrowings outstanding under the 2020 Term Loan and 2020 Revolving Credit Facility and terminated the 2020 Credit Agreement.

To the extent additional funds are necessary to meet our liquidity needs such as

Stock Split

On February 16, 2024, the Company effected a four-for-one stock split of its outstanding shares of common stock.

All share and per share information has been retroactively adjusted to reflect the stock split for all periods presented.

The par value of the common stock remains $0.10 per share.

As of October 31, 2024, our material cash requirements consisted of future payments for debt and related interests, income tax liabilities related to one-time transition tax, purchase obligations, operating lease and Retirement Income Plan.

We incur interest on a revolving loan and a term loan.

Using the same interest rate of October 31, 2024, and assuming borrowings as of October 31, 2024, remain constant throughout all periods, these loans would result in interest payments of $109.5 million in the twelve months ending October 31, 2025, and $272.1 million in the years thereafter.

Financing Arrangements for additional information related to debt and interests.

Income Taxes for the expected one-time transition tax payments.

As of October 31, 2024, we had purchase obligations of $696.0 million, with $272.8 million payable within the twelve months ending Oct 31, 2025.

Estimating these provisions requires judgment based on current and historical customer patterns related to these programs or contractual terms as described below.

Variations between our estimates and actual product discounts have not been material.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

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

Toric – This includes Avaira Vitality toric, Biofinity toric, Biomedics 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 frequent replacement product (FRP) lens portfolio (Avaira Vitality spheres, Biofinity spheres, Biofinity Energys spheres, Biomedics spheres, clariti spheres, Proclear spheres), specialty lenses (custom, ortho-k, and scleral lenses) and other.

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

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

| Toric | | | $ | 828.7 | | | | | | | | | | | $ | 737.4 | | | | | | | | | | | 12 | | % |

| Multifocal | | | 305.7 | | | | | | | | | | | | 264.4 | | | | | | | | | | | | 16 | | % |

| Single-use spheres | | | 705.4 | | | | | | | | | | | | 661.6 | | | | | | | | | | | | 7 | | % |

| Non single-use sphere, other | | | 583.9 | | | | | | | | | | | | 579.9 | | | | | | | | | | | | 1 | | % |

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

- Non single-use sphere lenses grew primarily through specialty lenses.

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

The chart below shows the percentage of net sales of office and surgical and fertility.

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, cryostorage (such as cord blood and cord tissue storage), Paragard contraceptive IUDs, point-of-care products and uterine positioning products.

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

In the fiscal year ended October 31, 2023, the net sales increase in both categories was partially due to the addition of Generate Life Sciences (Generate) on December 17, 2021.

| | | | $ | 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.

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

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

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

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

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

CooperSurgical's operating income decreased in fiscal 2023 compared to fiscal 2022, primarily due to an increase in SGA and R&D expenses, partially offset by an increase in net sales.

| Investment gain | | | $ | — | | | | | $ | (47.7) | |

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

Investment gain in fiscal 2022 primarily consists of a gain on remeasurement of the fair value of retained equity investment in SGV as a result of deconsolidation.

Other expenses (income), net increased in fiscal 2023, primarily due to a loss on minority investments, partially offset by defined benefit plan related income.

The increase in working capital was primarily due to repayment of the 364-day term loan during fiscal 2023 and an increase in inventories.

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.

Cash used in investing activities in fiscal 2023 was lower than cash used in investing activities in fiscal 2022, primarily attributable to $1.6 billion cash paid, net of cash acquired, for the Generate acquisition in fiscal 2022.

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

| 2020 Revolving Credit | | | | | | $ | 1,290.0 | | | | | $ | 172.6 | | | | | $ | 2.1 | | | | | $ | 1,115.3 | | | | | April 1, 2025 | | |

| 2020 Term Loan | | | | | | 850.0 | | | | | | 850.0 | | | | | | n/a | | | | | | — | | | | | | April 1, 2025 | | |

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

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

At October 31, [removed: 2023,] [added: 2024,] a uniform hypothetical 10% increase or decrease in the foreign currency exchange rates in comparison to the value of the U.S. dollar would have resulted in a corresponding increase or decrease of approximately [removed: $95.6] [added: $103.2] million in operating income for the fiscal year ended October 31, [removed: 2023.][added: 2024.]

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

As of October 31, [removed: 2023,] [added: 2024,] we had outstanding debt for an aggregate carrying amount of $2.6 billion.

As an example, if interest rates were to increase or decrease by 1% or 100 basis points, the quarterly interest expense would 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: 2023.][added: 2024.]

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

We categorize CooperSurgical product sales based on the point of health care delivery, which includes: products used in medical offices, ambulatory [removed: surgical] [added: surgery] centers and hospitals primarily by [added: women's health providers including] Obstetricians/Gynecologists (OB/GYN); and fertility products and services used primarily in fertility clinics.

Our medical devices are used in gynecology and obstetrics, including but not limited to [added: surgical products,] contraception and labor and delivery as well as cord blood and cord [added: tissue] storage services.

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

- Toric and multifocal 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 [removed: cornea.][added: cornea; and]

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

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 stock keeping unit [removed: ("SKU")] range and customized offerings.

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

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 [removed: issues.][added: conditions.]

CooperSurgical participates in the market for women's and family health care with its diversified product lines at various points of health care delivery: OB/GYN medical offices, hospitals and [removed: surgical] [added: surgery] centers, and fertility clinics.

[removed: CooperSurigcal] [added: CooperSurgical] expects that OB/GYN medical offices and fertility clinics will continue to move away from private practice ownership and toward group [removed: practices and networks.][added: practices, private equity, corporate or other ownership.]

- The increase in office-based and outpatient procedures, given [added: increased access to care,] high patient satisfaction, reduction of healthcare costs and comparative clinical outcomes.

In the fertility market, CooperSurgical competes against Vitrolife Group, FujiFilm-Irvine Scientific, [removed: Cook Medical,] Hamilton Thorne, and Fairfax Cryobank and Fairfax EggBank.

With [removed: PARAGARD,] [added: Paragard,] we compete with manufacturers of hormonal IUDs including Bayer and AbbVie, Long Acting Reversible Contraceptives [removed: (LARCs)] including Organon, and other forms of birth control.

[added: The FDA has] broad post-market and regulatory enforcement powers.

Furthermore, in [removed: October 2023,] [added: May 2024,] the FDA [removed: published] [added: issued] a [removed: proposed] [added: final] rule to amend its regulations to make explicit that LDTs are devices under the FDCA.

We currently operate [added: as] a provider of donated reproductive tissue (eggs and sperm) for fertility treatments, fertility cryopreservation services and newborn stem cell storage.

[removed: The] [added: Although Paragard is a drug-device combination product, the] FDA has determined that the primary mode of action for [removed: PARAGARD] [added: Paragard] is the drug component and [added: the product] is therefore regulated by the FDA’s Center for Drug Evaluation and Research [removed: as a] [added: under applicable] drug [removed: product.][added: regulations.]

The process required by the FDA before a drug may be marketed in the United States generally involves numerous and time-consuming steps, including preclinical laboratory tests, human clinical trials, FDA reviews, [removed: inspections] and [removed: audits and compliance with post-approval requirements.][added: facility inspections.]

Any drug products manufactured or distributed by us pursuant to [removed: FDA] [added: NDA] approvals are subject to continuing regulation by the FDA as the FDA may withdraw the approval if compliance with regulatory requirements and standards is not maintained or if problems occur after the product reaches the market.

Accordingly, manufacturers must continue to expend time, money and effort in the area of production and quality control to maintain [removed: cGMP] [added: ongoing] compliance.

The ISO 13485 Quality Management System certification is now also required for registration of products in Asia Pacific and Latin American [removed: countries, among many other requirements for registration in these countries.]

Until May 25, 2021, medical devices sold in the EU were regulated by the Medical Device Directive (the EU MDD), which has been repealed and replaced by the [removed: Medical Device Regulation (the] EU MDR).

Similarly, the EU has adopted the [removed: In Vitro Diagnostic Medical Device Regulation (the EU IVDR),] [added: IVDR,] which repealed and replaced the In Vitro Diagnostic Medical Device Directive (the EU IVDD) and became applicable on May 26, 2022.

[removed: Devices] [added: Therefore, devices] lawfully placed on the market pursuant to the EU MDD and EU IVDD may generally continue to be made available on the market or put into service provided that the requirements of transitional provisions are fulfilled.

A [removed: Declaration] [added: declaration] of [removed: Conformity] [added: conformity] to the [removed: Medical Device Directive (MDD)] [added: MDD] or [removed: Medical Device Regulation (MDR)] [added: MDR] is drawn out as a basis for European conformity marking (CE Mark).

In the EU, [removed: laboratory developed tests (LDTs) are] [added: LDTs were] exempt from the regulations that govern medical devices and IVDs under certain conditions.

However, [removed: the Government is currently developing] substantial reforms to the Great Britain regulatory regime for medical devices and [removed: IVDs.][added: IVDs are currently being developed to improve patient safety.]

The [removed: National Medical Products Administration (NMPA)] [added: NMPA] regulates medical devices in China.

- data privacy and security laws and regulations, such as the [removed: Health Insurance Portability and Accountability Act of 1996 (HIPAA)] [added: HIPAA] and the EU [removed: General Data Protection Regulation (GDPR),] [added: GDPR,] which are intended to protect the collection, use, access to, confidentiality and security of health-related and other personal information.

Market acceptance and sales of our CooperSurgical products to our customers, who primarily consist of hospitals and [removed: surgical] [added: surgery] centers, OB/GYN medical offices and fertility clinics, will depend on the availability of payor coverage and the adequacy of reimbursement, for the procedures using our products, by government insurance programs and other [removed: third-][added: third-party payors.]

CooperSurgical augments its sales and marketing activities by participating in national and regional industry trade shows, professional educational programs and internet promotions including e-commerce, [added: search and] social media and collaborative efforts with professional organizations, telemarketing, direct mail and advertising in professional journals.

Since the addition of [removed: PARAGARD] [added: donor gametes, Paragard] and cord blood and cord tissue storage services, CooperSurgical has also expanded its awareness campaigns to include direct-to-consumer elements including print, internet/social [removed: media, radio] [added: media] and [removed: television.][added: radio.]

CooperVision, CooperSurgical, and other trade names, trademarks or service marks of [removed: Cooper] [added: the Company] and its subsidiaries appearing in this report are the property of [removed: Cooper] [added: the Company] and its subsidiaries.

No customer accounted for 10% or more of our consolidated net revenue in fiscal [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

CooperVision and CooperSurgical net sales in the fiscal first quarter, which runs from November 1 through January 31, are typically lower than subsequent quarters, as patient traffic to practitioners' offices, fertility clinics, and [removed: hospitals/surgical] [added: hospitals/surgery] centers for surgical procedures is less during the holiday season.

As of October 31, [removed: 2023,] [added: 2024,] we had a workforce of more than [removed: 15,000.][added: 16,000.]

Our employees are located around the world, with [removed: 53%] [added: 54%] in Americas, [removed: 42%] [added: 41%] in EMEA and 5% in Asia Pacific.

The [removed: Chart] [added: chart] below shows percentage of employees located in Americas, EMEA and Asia Pacific as of October 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

We regularly review our pay practices to confirm there are no significant pay disparities across gender or race, and we conduct an annual market [removed: assessments] [added: assessment] to provide consistency in rewards we offer.

In fiscal 2024, CooperSurgical

acquired select Cook Medical assets focused primarily on the obstetrics, doppler monitoring, and gynecology surgery markets, a fertility company that specializes in sperm separation devices, and obp Surgical, a U.S.-based medical device company with a suite of single-use cordless surgical retractors with integrated light source and evacuation channels.

CooperSurgical’s business also includes cryostorage services for gametes, cord blood and cord tissue.

Further, the continued consolidation of medical offices and fertility clinics may impact the competition for our products and services.

Along with this amendment, the FDA is finalizing a policy under which the FDA will provide greater oversight of IVDs offered as LDTs through a phaseout of its general enforcement discretion approach for LDTs over the course of four years, as well as targeted enforcement discretion policies for certain categories of IVDs manufactured by laboratories.

After approval of an NDA, most changes to the approved product, such as adding new indications, manufacturing changes or other labeling claims, are subject to further testing requirements and prior FDA review and approval.

Drug manufacturers and their subcontractors are also required to maintain compliance with cGMPs and other requirements, including requirements relating to recordkeeping, periodic reporting, product sampling and distribution, advertising and promotion and reporting of adverse experiences with the product.

The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses, and a company that is found to have improperly promoted off-label uses may be subject to significant liability.

countries, among many other requirements for registration in these countries.

Due to the unattainable nature of the deadlines for recertification of medical devices under the EU MDR and the EU IVDR, EU institutions have extended the transition periods for devices certified in accordance with the previous Directives, including the EU MDD and the EU IVDD, through legislative amendments of the transitional provisions of the EU MDR and EU IVDR.

Our current and future tests will need to be assessed against the EU IVDR requirements.

We will be required to comply with various certification and documentation criteria, and we will be subject to conformity assessments and audits by EU notified body and inspections by regulatory authorities.

Most of the reforms are to align with EU MDR requirements, but the Medicines and Healthcare products Regulatory Agency (MHRA) also intends to introduce unique requirements such as post market surveillance, software, and Artificial Intelligence from mid-2025.

Our annual

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.

In fiscal 2022, CooperVision acquired a private Denmark-based ortho-k contact lens distributor.

These acquisitions expanded CooperVision’s specialty eye care portfolio and its leadership in addressing the increasing severity and prevalence of myopia.

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

In recent years, including with the acquisition of Generate in fiscal 2022, CooperSurgical’s business increasingly includes marketing and selling to end consumers through our cryostorage (such as cord blood and cord tissue storage) and reproductive planning products and services.

The FDA has

Drug manufacturers and their subcontractors are required to be in compliance with Good Manufacturing Practices, or cGMPs, and other requirements.

Our current and future tests will need to be analyzed as to whether any or all of them would qualify for an exemption under EU IVDR; otherwise, we will be required to comply with various certification and documentation criteria, and we may be subject to conformity assessments and inspections.

party payors.

CYBERSECURITY

In the normal course of business, we may collect and store personal information and other sensitive information, including proprietary and confidential business information, trade secrets, intellectual property, information regarding trial participants in connection with clinical trials, sensitive third-party information and employee information.

To protect this information, our existing cybersecurity policies require continuous monitoring and detection programs, network security precautions, and in-depth security assessment of vendors.

We maintain various protections designed to safeguard against cyberattacks, including firewalls and virus detection software.

We have established and regularly test our disaster recovery plan and we protect against business interruption by backing up our major systems.

In addition, we periodically scan our environment for any vulnerabilities, perform penetration testing and engage third parties to assess effectiveness of our data security practices.

A third-party security consultant conducts regular network security reviews, scans and audits.

In addition, we maintain insurance that includes cybersecurity coverage.

Our cybersecurity program is led by a team of skilled cybersecurity professionals, including dedicated internal cybersecurity resources.

The security team currently has CISSP credentials, GIAC/SANS cybersecurity certificates, and other security and network certifications.

In addition to our internal security staff, we partner with various third-party security service providers to augment our staffing, expertise, and hours of operation.

The program incorporates industry-standard frameworks, policies and practices designed to protect the privacy and security of our sensitive information.

The

program also includes a suite of security technologies and tools to implement and automate security protections for our networks, employees, and customers.

Our cybersecurity team reports to the Audit Committee quarterly on information security and cybersecurity matters, or as needed.

Our Audit Committee, which is comprised of several members from our Board of Directors, has oversight responsibility for our data security practices and we believe the committee has the requisite skills and visibility into the design and operation of our data security practices to fulfill this responsibility effectively.

See “Risk Factors – Risks Relating to Our Business” for additional information about the risks to our business associated with a breach or compromise to our information security systems.

CooperVision also invested in tools that allow our customers to offer their patients monthly purchase and delivery subscriptions.

FOR THE FISCAL YEAR ENDED OCTOBER 31, [removed: 2023][added: 2024]

| Common Stock, [removed: $.10] [added: $0.10] par value | | | | | | COO | | | | | | Nasdaq Global Select Market | | |

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or [removed: Section] 15(d) of the Act.

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

See [added: the] definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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 [added: to §240.10D-1(b).]

As of April [removed: 28, 2023,] [added: 30, 2024,] 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 [removed: $18.8] [added: $17.6] billion.

Number of shares outstanding of the registrant's common stock, as of [removed: December 1, 2023: 49,525,982][added: November 29, 2024: 199,582,626.]

| Portions of the Proxy Statement for the Annual Meeting of Stockholders scheduled to be held in [removed: March 2024] [added: April 2025] | | | | | | Part III | | |

| Item 1. | | | Business | | | [removed: [7](#i73c86eef1c5e443ab4ef06a723adb0ef_16)] [added: [7](#i31c7b6c4bb194edb87796db1cc09c46f_19)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [19](#i73c86eef1c5e443ab4ef06a723adb0ef_19)] [added: [19](#i31c7b6c4bb194edb87796db1cc09c46f_22)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [39](#i73c86eef1c5e443ab4ef06a723adb0ef_22)] [added: [39](#i31c7b6c4bb194edb87796db1cc09c46f_25)] | | |

| Item 2. | | | Properties | | | [removed: [40](#i73c86eef1c5e443ab4ef06a723adb0ef_25)] [added: [41](#i31c7b6c4bb194edb87796db1cc09c46f_28)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [41](#i73c86eef1c5e443ab4ef06a723adb0ef_28)] [added: [42](#i31c7b6c4bb194edb87796db1cc09c46f_31)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [41](#i73c86eef1c5e443ab4ef06a723adb0ef_31)] [added: [42](#i31c7b6c4bb194edb87796db1cc09c46f_34)] | | |

| Item 5. | | | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [42](#i73c86eef1c5e443ab4ef06a723adb0ef_37)] [added: [43](#i31c7b6c4bb194edb87796db1cc09c46f_40)] | | |

| Item 6. | | | Reserved | | | [removed: [43](#i73c86eef1c5e443ab4ef06a723adb0ef_46)] [added: [44](#i31c7b6c4bb194edb87796db1cc09c46f_49)] | | |

| Item 7. | | | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [44](#i73c86eef1c5e443ab4ef06a723adb0ef_49)] [added: [45](#i31c7b6c4bb194edb87796db1cc09c46f_52)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosure about Market Risk | | | [removed: [54](#i73c86eef1c5e443ab4ef06a723adb0ef_64)] [added: [54](#i31c7b6c4bb194edb87796db1cc09c46f_67)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [55](#i73c86eef1c5e443ab4ef06a723adb0ef_67)] [added: [55](#i31c7b6c4bb194edb87796db1cc09c46f_70)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [88](#i73c86eef1c5e443ab4ef06a723adb0ef_136)] [added: [88](#i31c7b6c4bb194edb87796db1cc09c46f_139)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [88](#i73c86eef1c5e443ab4ef06a723adb0ef_139)] [added: [88](#i31c7b6c4bb194edb87796db1cc09c46f_142)] | | |

| Item 9B. | | | Other Information | | | [removed: [88](#i73c86eef1c5e443ab4ef06a723adb0ef_142)] [added: [92](#i31c7b6c4bb194edb87796db1cc09c46f_145)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [88](#i73c86eef1c5e443ab4ef06a723adb0ef_145)] [added: [92](#i31c7b6c4bb194edb87796db1cc09c46f_148)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [89](#i73c86eef1c5e443ab4ef06a723adb0ef_151)] [added: [93](#i31c7b6c4bb194edb87796db1cc09c46f_154)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [89](#i73c86eef1c5e443ab4ef06a723adb0ef_154)] [added: [93](#i31c7b6c4bb194edb87796db1cc09c46f_157)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [89](#i73c86eef1c5e443ab4ef06a723adb0ef_157)] [added: [93](#i31c7b6c4bb194edb87796db1cc09c46f_160)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [89](#i73c86eef1c5e443ab4ef06a723adb0ef_160)] [added: [93](#i31c7b6c4bb194edb87796db1cc09c46f_163)] | | |

| Item 14. | | | Principal Accounting Fees and Services | | | [removed: [89](#i73c86eef1c5e443ab4ef06a723adb0ef_163)] [added: [93](#i31c7b6c4bb194edb87796db1cc09c46f_166)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [90](#i73c86eef1c5e443ab4ef06a723adb0ef_169)] [added: [94](#i31c7b6c4bb194edb87796db1cc09c46f_172)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [94](#i73c86eef1c5e443ab4ef06a723adb0ef_178)] [added: [98](#i31c7b6c4bb194edb87796db1cc09c46f_181)] | | |

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

Among the factors that could cause our actual results and future actions to differ materially from those described in forward-looking statements 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: 2023,] [added: 2024,] as such Risk Factors may be updated in quarterly filings.

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

- Compliance costs and potential liability in connection with U.S. and foreign laws and health care regulations pertaining to privacy and security of personal information, such as [removed: HIPAA] [added: Health Insurance Portability] and [added: Accountability Act of 1996 (HIPAA) and] the California Consumer Privacy Act (CCPA) in the U.S. and the General Data Protection Regulation (GDPR) requirements in Europe, including but not limited to those resulting from data security breaches.

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

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

- Reduced sales, loss of [removed: customers] [added: customers, reputational harm] and costs and [removed: expenses] [added: expenses, including from claims and litigation] related to product recalls and warning letters.

- Risks related to environmental, social and corporate governance (ESG) issues, including those related to [added: regulatory and disclosure requirements,] climate change and sustainability.

The number of shares outstanding as of November 29, 2024, reflects the four-for-one stock split of the registrant’s common stock that was effected on February 16, 2024.

for the Fiscal Year Ended October 31, 2024

| Item 1C. | | | Cybersecurity | | | [39](#i31c7b6c4bb194edb87796db1cc09c46f_14843406976681) | | |

- A successful cybersecurity attack which could interrupt or disrupt our information technology systems, or those of our third-party service providers, or cause the loss of confidential or protected data.

Yes ☒ No ☐

to §240.10D-1(b).

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our information assets and communication networks and mitigate risks to our assets, data, employees and customers.

Our cybersecurity risk management program includes a cybersecurity incident response plan which is regularly updated to include structured processes encompassing preparation, identification, notification, containment, analysis, eradication, recovery and follow up.

We have designed and assessed our program based on the Center for Internet Security Critical Security Controls (CIS Controls) and Safeguards.

This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the CIS Controls as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Our cybersecurity risk management program includes:

- responsibility for inventory and control of enterprise and software assets, technical and administrative controls and testing of our controls and security measures;

- risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;

- a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

- the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls, including monitoring and alerting;

- cybersecurity awareness training of our employees, incident response personnel, and senior management; and

- a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents.

There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.

We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

See “Risk Factors – Cybersecurity threats continue to increase in frequency and sophistication; a successful cybersecurity attack could interrupt or disrupt our information technology systems, or those of our third-party service providers, or cause the loss of confidential or protected data which could disrupt our business, force us to incur excessive costs or cause reputational harm.”

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Cybersecurity Governance

Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated oversight of cybersecurity and other information technology risks to the Audit Committee.

The Audit Committee oversees management’s implementation of our cybersecurity risk management program.

The Audit Committee receives regular reports from management on our cybersecurity risks and reviews our cybersecurity program on at least an annual basis, or more frequently as necessary or advisable.

In addition, the Audit Committee is informed, as necessary, regarding material cybersecurity incidents, as well as incidents with lesser impact potential.

The Audit Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity.

The Board of Directors also receives an annual briefing from our Chief Information Officer, or CIO, on our cybersecurity program, including risks and priorities.

Our cybersecurity program is led by our CIO, who has over 30 years of experience in information technology.

Our CIO leads a credentialed and experienced Information Security team who has primary responsibility for our overall cybersecurity risk management program and who supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.

Our Enterprise Risk Leadership Team, including our Executive Vice President & Chief Operating Officer, the Chief Financial Officer and the General Counsel, is responsible for assessing and managing our material enterprise risks, including risks from cybersecurity threats.

Our Information Security team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

The following is a summary of Cooper's principal facilities as of October 31, [removed: 2023.][added: 2024.]

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

| California | | | [removed: 200,140] [added: 158,626] | | | | | | Executive offices; CooperVision manufacturing, research & development and administrative offices; CooperSurgical research & [removed: development, distribution] [added: development] and administrative offices | | |

| New York | | | [removed: 132,813] [added: 132,313] | | | | | | CooperVision [removed: and CooperSurgical] distribution and administrative [added: offices; CooperSurgical administrative] offices | | |

| Connecticut | | | [removed: 275,337] [added: 271,537] | | | | | | CooperSurgical [added: manufacturing,] distribution and administrative offices | | |

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

| Puerto Rico | | | [removed: 740,954] [added: 617,650] | | | | | | CooperVision manufacturing, research and development and distribution | | |

| Canada | | | [removed: 63,836] [added: 58,966] | | | | | | CooperVision manufacturing and administrative office; CooperSurgical research & development, distribution and administrative offices | | |

| Other Americas | | | [removed: 58,365] [added: 51,658] | | | | | | CooperVision distribution and administrative offices; CooperSurgical research & development, distribution and administrative offices | | |

| United Kingdom | | | [removed: 667,384] [added: 364,938] | | | | | | CooperVision manufacturing, distribution, research & development and administrative offices; CooperSurgical research & development, administrative offices | | |

| Belgium | | | [removed: 282,108] [added: 259,445] | | | | | | CooperVision distribution | | |

| Netherlands | | | [removed: 279,288] [added: 279,287] | | | | | | CooperVision administrative offices; CooperSurgical research & development and distribution | | |

| Other EMEA | | | [removed: 148,980] [added: 169,849] | | | | | | CooperVision distribution and administrative offices; CooperSurgical administrative offices | | |

| Japan | | | [removed: 109,163] [added: 110,359] | | | | | | CooperVision [removed: distribution and] [added: distribution,] administrative offices; CooperSurgical laboratory/research & development | | |

| Other Asia Pacific | | | [removed: 92,517] [added: 67,041] | | | | | | CooperVision distribution, marketing and administrative offices; CooperSurgical marketing and administrative office | | |

| Texas | | | 272,895 | | | | | | CooperSurgical manufacturing and distribution | | |

| Hungary | | | 421,953 | | | | | | CooperVision manufacturing and distribution | | |

| China | | | 50,663 | | | | | | CooperVision distribution, and administrative office | | |

| Hungary | | | 330,245 | | | | | | CooperVision manufacturing | | |

[removed: Cooper's] [added: Our] common stock, par value $0.10 per share, is traded on the Nasdaq under the symbol “COO.” [removed: Prior to September 26, 2023, Cooper's] [added: As of November 29, 2024, there were 133] common [removed: stock traded on the New York Stock Exchange under the symbol "COO".][added: stockholders of record.]

The following graph compares the cumulative total return on [removed: Cooper's] [added: our] 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: 2023.][added: 2024.]

The graph assumes that the value of the investment in Cooper and in each index was $100 on October 31, [removed: 2018,] [added: 2019,] and assumes that all dividends were reinvested.

[removed: ][added: ]

*$100 invested on October 31, [removed: 2018,] [added: 2019,] in stock or index, including reinvestment of dividends.

Copyright© [removed: 2023] [added: 2024] Standard & Poor's, a division of S&P Global.

There was no share repurchase activity during the three-month period ended October 31, [removed: 2023.][added: 2024.]

The following table sets forth certain information as of October 31, [removed: 2023,] [added: 2024,] 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: 2023:][added: 2024:]

| 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 Rights(2) (B) | | | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column [removed: A) (C)] [added: A)(3) (C)] | | |

| Equity compensation plans [added: not] approved by [removed: shareholders(3)] [added: shareholders] | | | [removed: 1,505,841] [added: —] | | | | | | [removed: $277.29] [added: —] | | | | | | [removed: 2,325,881] [added: —] | | |

| Equity compensation plans [removed: not] approved by shareholders | | | [removed: —] [added: 5,240,679] | | | | | | [removed: —] [added: $75.25] | | | | | | [removed: —] [added: 8,523,044] | | |

(1) Includes (i) [removed: 290,029] [added: 1,298,723] shares subject to outstanding Restricted Stock Units (RSU), (ii) [removed: 138,256] [added: 649,488] shares subject to [added: outstanding] Performance Share Units (PSU), calculated at the maximum potential payout and (iii) [removed: 1,077,556] [added: 3,292,468] shares subject to outstanding options.

Does not include rights to purchase shares under the 2019 Employee Stock Purchase Plan [removed: (2019 ESPP).][added: (the "2019 ESPP" or the "ESPP"), which depend on a number of factors described in the 2019 ESPP.]

Dividends

We paid dividends of approximately $3.0 million in fiscal 2023.

Any future determination to pay dividends will be made at the discretion of our Board of Directors subject to applicable laws and will depend on, among other factors, our results of operations, financial condition, contractual restrictions and capital requirements.

This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Unregistered Sales of Equity Securities

None.

| Total | | | 5,240,679 | | | | | | $75.25 | | | | | | 8,523,044 | | |

Above table has been adjusted to reflect the four-for-one stock split effected on February 16, 2024.

Refer to Note 1.

Organization and Significant Accounting Policies for further information

(3) Includes (i) 4,852,018 shares available for issuance under the 2023 Plan, (ii) 3,580,869 shares available for issuance under the 2019 ESPP and (iii) 90,157 shares available for issuance under the 2020 Long Term Incentive Plan for Non-Employee Directors.

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

Dividend Policy

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 2023 and 2022.

Dividends are paid when, as and if declared at the discretion of our Board of Directors from funds legally available for that purpose.

Our Board of Directors considers the Company's earnings, financial condition, liquidity needs, business plans and opportunities and other factors in determining whether to declare a dividend.

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

(3) Includes information with respect to the Third Amended and Restated 2007 Long Term Incentive Plan for Employees (2007 Plan), the 2023 Long-Term Incentive Plan (2023 Plan), which replaces the 2007 Plan, and the 2019 ESPP, as discussed in Note 9.

Stock Plans of the Consolidated Financial Statements.

Also includes information from the 2020 Long Term Incentive Plan for Non-Employee Directors (2020 Directors' Plan).

As of October 31, 2023, up to 1,376,240 shares of Common Stock may be issued pursuant to the 2023 Plan, up to 921,974 shares of Common Stock may be issued pursuant to the 2019 ESPP and up to 27,667 shares of Common Stock may be issued pursuant to the 2020 Directors' Plan.

We have audited the accompanying consolidated balance sheets of The Cooper Companies, Inc. and subsidiaries (the Company) as of October 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes [removed: and financial statement Schedule II] (collectively, the consolidated financial statements).

We also have [removed: audited] [added: audited, in accordance with] the [added: standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the] Company’s internal control over financial reporting as of October 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission.][added: Commission, and our report dated December 6, 2024 expressed an adverse opinion on the effectiveness of the Company's internal control over financial reporting.]

In our opinion, the consolidated financial statements [removed: referred to above] present fairly, in all material respects, the financial position of the Company as of October 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended October 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

*Basis for [removed: Opinions*][added: Opinion*]

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

We are a public accounting firm registered with the [removed: Public Company Accounting Oversight Board (United States) (PCAOB)] [added: PCAOB] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Those standards require that we plan and perform the [removed: audits] [added: audit] to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or [removed: fraud, and whether effective internal control over financial reporting was maintained in all material respects.][added: fraud.]

Our audits [removed: of the consolidated financial statements] included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

We believe that our audits provide a reasonable basis for our [removed: opinions.][added: opinion.]

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 [removed: $735.6] [added: $802.7] million in inventories and [removed: $3,593.2] [added: $3,895.4] million in net sales as of and for the year ended October 31, [removed: 2023,] [added: 2024,] respectively.

| Years Ended October 31,(In millions, except for earnings per share) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net sales | | | $ | [removed: 3,593.2] [added: 3,895.4] | | | | | $ | [removed: 3,308.4] [added: 3,593.2] | | | | | $ | [removed: 2,922.5] [added: 3,308.4] | |

| Cost of sales | | | [removed: 1,235.3] [added: 1,299.7] | | | | | | [removed: 1,168.8] [added: 1,235.3] | | | | | | [removed: 966.7] [added: 1,168.8] | | |

| Gross profit | | | [removed: 2,357.9] [added: 2,595.7] | | | | | | [removed: 2,139.6] [added: 2,357.9] | | | | | | [removed: 1,955.8] [added: 2,139.6] | | |

| Selling, general and administrative expense | | | [removed: 1,501.2] [added: 1,533.7] | | | | | | [removed: 1,342.2] [added: 1,501.2] | | | | | | [removed: 1,211.2] [added: 1,342.2] | | |

| Research and development expense | | | [removed: 137.4] [added: 155.1] | | | | | | [removed: 110.3] [added: 137.4] | | | | | | [removed: 92.7] [added: 110.3] | | |

| Amortization of intangibles | | | [removed: 186.2] [added: 201.2] | | | | | | [removed: 179.5] [added: 186.2] | | | | | | [removed: 146.1] [added: 179.5] | | |

| Operating income | | | [removed: 533.1] [added: 705.7] | | | | | | [removed: 507.6] [added: 533.1] | | | | | | [removed: 505.8] [added: 507.6] | | |

| Interest expense | | | [removed: 105.3] [added: 114.3] | | | | | | [removed: 57.3] [added: 105.3] | | | | | | [removed: 23.1] [added: 57.3] | | |

| Other expense (income) | | | [removed: 14.9] [added: 9.1] | | | | | | [removed: (25.0)] [added: 14.9] | | | | | | [removed: (8.8)] [added: (25.0)] | | |

| Income before income taxes | | | [removed: 412.9] [added: 582.3] | | | | | | [removed: 475.3] [added: 412.9] | | | | | | [removed: 491.5] [added: 475.3] | | |

| Provision for income taxes (Note 6) | | | [removed: 118.7] [added: 190.0] | | | | | | [removed: 89.5] [added: 118.7] | | | | | | [removed: (2,453.2)] [added: 89.5] | | |

| Net income | | | $ | [removed: 294.2] [added: 392.3] | | | | | $ | [removed: 385.8] [added: 294.2] | | | | | $ | [removed: 2,944.7] [added: 385.8] | |

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

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

| Years Ended October 31,(In millions) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Cash flow hedges, net of tax of [removed: $(2.4), $26.1] [added: $13.4, $(2.4)] and [removed: $8.2,] [added: $26.1,] respectively | | | [removed: (7.0)] [added: (42.5)] | | | | | | [removed: 81.3] [added: (7.0)] | | | | | | [removed: 26.1] [added: 81.3] | | |

| Change in minimum pension liability, net of tax of [removed: $1.0, $8.7] [added: $0.5, $1.0] and [removed: $7.2,] [added: $8.7,] respectively | | | [removed: 3.0] [added: (1.7)] | | | | | | [removed: 27.9] [added: 3.0] | | | | | | [removed: 22.6] [added: 27.9] | | |

| Foreign currency translation adjustment | | | [removed: 17.0] [added: 76.3] | | | | | | [removed: (234.7)] [added: 17.0] | | | | | | [removed: 82.0] [added: (234.7)] | | |

| Other comprehensive income (loss) | | | [removed: 13.0] [added: 32.1] | | | | | | [removed: (125.5)] [added: 13.0] | | | | | | [removed: 130.7] [added: (125.5)] | | |

| Comprehensive income | | | $ | [removed: 307.2] [added: 424.4] | | | | | $ | [removed: 260.3] [added: 307.2] | | | | | $ | [removed: 3,075.4] [added: 260.3] | |

| October 31,(In millions) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | $ | [added: 107.6 | | | | | $ |] 120.8 | | | | | $ | 138.2 | |

| Trade accounts receivable, net of allowance for credit losses of [removed: $31.3] [added: $43.5] at October 31, [removed: 2023] [added: 2024] and [removed: $20.7] [added: $31.3] at October 31, [removed: 2022] [added: 2023] | | | [removed: 609.7] [added: 717.0] | | | | | | [removed: 557.8] [added: 609.7] | | |

| Inventories (Note 1) | | | [removed: 735.6] [added: 802.7] | | | | | | [removed: 628.7] [added: 735.6] | | |

| Prepaid expense and other current assets | | | [removed: 238.8] [added: 324.2] | | | | | | [removed: 208.9] [added: 238.8] | | |

| Total current assets | | | [removed: 1,704.9] [added: 1,951.5] | | | | | | [removed: 1,533.6] [added: 1,704.9] | | |

| Property, plant and equipment, net | | | [removed: 1,632.6] [added: 1,863.4] | | | | | | [removed: 1,432.9] [added: 1,632.6] | | |

| Goodwill (Note 4) | | | [removed: 3,624.5] [added: 3,838.4] | | | | | | [removed: 3,609.7] [added: 3,624.5] | | |

| Other intangibles, net (Note 4) | | | [removed: 1,710.3] [added: 1,791.0] | | | | | | [removed: 1,885.1] [added: 1,710.3] | | |

*Opinion on the Consolidated Financial Statements*

These consolidated financial statements are the responsibility of the Company's management.

December 6, 2024

| Basic | | | $ | 1.97 | | | | | $ | 1.49 | | | | | $ | 1.95 | |

| Diluted | | | $ | 1.96 | | | | | $ | 1.48 | | | | | $ | 1.94 | |

| Basic | | | 198.9 | | | | | | 197.9 | | | | | | 197.4 | | |

| Diluted | | | 200.4 | | | | | | 199.3 | | | | | | 198.8 | | |

*All periods presented have been adjusted to reflect the four-for-one stock split effected on February 16, 2024.

Refer to Note 1.

Organization and Significant Accounting Policies for further information.

| Net income | | | $ | 392.3 | | | | | $ | 294.2 | | | | | $ | 385.8 | |

| Common stock, $0.10 par value, 480.0 shares authorized, 217.2 issued and 199.6 outstanding at October 31, 2024 and 215.8 issued and 198.1 outstanding at October 31, 2023 | | | 21.7 | | | | | | 21.6 | | |

*All periods presented have been adjusted to reflect the four-for-one stock split effected on February 16, 2024.

Refer to Note 1.

Organization and Significant Accounting Policies for further information.

| Dividends on common stock ($0.01 per share) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3.0) | | | | | | | | | | | | — | | | | | | (3.0) | | |

| Balance at October 31, 2024* | | | 199.6 | | | | | | $ | 19.9 | | | | | 17.6 | | | | | | $ | 1.8 | | | | | $ | 1,921.0 | | | | | $ | (421.7) | | | | | $ | 7,268.4 | | | | | $ | (706.0) | | | | | $ | 0.2 | | | | | $ | 8,083.6 | |

*All periods presented have been adjusted to reflect the four-for-one stock split effected on February 16, 2024.

Refer to Note 1.

Organization and Significant Accounting Policies for further information.

| Net income | | | $ | 392.3 | | | | | $ | 294.2 | | | | | $ | 385.8 | |

The consideration in the contract is allocated among the identified performance obligations based on a relative standalone selling price basis.

The standalone selling price for each performance obligation is derived from the actual selling price or estimated using historical data or publicly available information.

Revenues from service sales are recognized when services are rendered, whether at a point in time or based on the passage of time depending on the type of services.

Stem cell revenue, which includes the initial processing service and ongoing storage service, accounts for the majority of our service revenues.

Revenue allocated to the processing service is recognized at a point in time when the cord blood and/or cord tissue is processed and deemed ready for storage.

Revenue allocated to storage service is recognized ratably over the terms of the storage contracts, which vary in length.

The majority of the contracts have a term of one year or 18 years.

We recognized revenue of approximately $123.6 million and $93.6 million for the year ended October 31, 2024, and October 31, 2023, respectively, that was included in the deferred revenue balance at October 31, 2023, and October 31, 2022.

A tax benefit

Income taxes include U.S. tax on foreign earnings, which is primarily due to the global intangible low-taxed income (GILTI) provision of the U.S. Tax Cuts and Jobs Act of 2017.

An accounting policy choice was allowed to treat GILTI temporary differences in taxable income either as a current-period expense (period cost method) or factor such amounts into the measurement of deferred taxes (deferral method).

We chose the period cost method.

On February 16, 2024, the Company effected a four-for-one stock split of its outstanding shares of common stock.

The par value of the common stock remains at $0.10 per share.

Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from "Additional paid-in capital" to "Common stock".

All share and per share information has been retroactively adjusted to reflect the stock split for all periods presented.

| | | | $ | 802.7 | | | | | $ | 735.6 | |

| October 31,(In millions) | | | 2024 | | | | | | 2023 | | |

| | | | $ | 1,863.4 | | | | | $ | 1,632.6 | |

*Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting*

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2023, based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

*Definition and Limitations of Internal Control Over Financial Reporting*

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

December 8, 2023

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

| Basic | | | $ | 5.94 | | | | | $ | 7.83 | | | | | $ | 59.80 | |

| Diluted | | | $ | 5.91 | | | | | $ | 7.76 | | | | | $ | 59.16 | |

| Basic | | | 49.5 | | | | | | 49.3 | | | | | | 49.2 | | |

| Diluted | | | 49.8 | | | | | | 49.7 | | | | | | 49.8 | | |

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

| Common stock, $10 cents par value, 120.0 shares authorized, 53.9 issued and 49.5 outstanding at October 31, 2023 and 53.8 issued and 49.3 outstanding at October 31, 2022 | | | 5.4 | | | | | | 5.4 | | |

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

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

| Repurchase of common stock | | | — | | | | | | (78.5) | | | | | | (24.8) | | |

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.

*Contract Liabilities*

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

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

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

Exit Charges

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, which was completed in fiscal 2023.

Exit charges recognized during the year ended October 31, 2022, were $33.2 million, of which $26.7 million were recognized in "Cost of sales" and $6.5 million were recognized in "Selling, general and administrative expense" in our Consolidated Statements of Income.

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

Accounting Pronouncements Recently Adopted

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

This update requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy.

This standard was effective for fiscal years beginning after December 15, 2021.

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 March 2020, the FASB issued ASU 2020-04, *Reference* *Rate* *Reform* (*Topic* *848*): *Facilitation of the Effects of Reference Rate Reform on Financial Reporting* and subsequent amendment to the initial guidance: ASU 2021-01, *Reference Rate Reform (Topic 848): Scope* (collectively, “Topic 848”).

Topic 848 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.

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

In conjunction with the close of each fiscal quarter, the Company conducts a review and evaluation, [removed: under the supervision and] with [removed: the] participation of the Company's management, [added: and under the oversight of the Board of Directors,] including the Chief Executive Officer (our Principal Executive Officer) and Chief Financial Officer (our Principal Financial Officer), of the effectiveness of the design and operation of the Company's disclosure controls and procedures.

The Company's Chief Executive Officer and Chief Financial Officer based upon their evaluation as of October 31, [removed: 2023,] [added: 2024,] the end of the fiscal period covered in this report, concluded that the Company's disclosure controls and procedures were [added: not] effective at the reasonable assurance [removed: level.][added: level due to the material weakness described below.]

Management assessed the effectiveness of the Company's internal control over financial reporting as of October 31, [removed: 2023,] [added: 2024,] 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, [removed: under the supervision and] with [removed: the] participation of the Company's Chief Executive Officer and Chief Financial Officer, [added: and under the oversight of the Board of Directors,] concluded that the Company's internal control over financial reporting was [added: not] effective as of October 31, [removed: 2023.][added: 2024 due to a material weakness in information technology (IT) general controls for the U.S. operations within the CooperSurgical segment, related to the implementation and maintenance of certain enterprise resource planning systems (ERP) during fiscal year 2024.]

The Company's independent registered public accounting firm, KPMG LLP, [removed: has] [added: who] audited the [added: consolidated financial statements included in this Annual Report on Form 10-K, issued an adverse opinion on the] effectiveness of the Company's internal control over financial reporting as of October 31, [removed: 2023,] [added: 2024,] as stated in their report in Part II, Item [removed: 8] [added: 9A] of this Annual Report on Form 10-K.

[removed: There] [added: Except for the system implementation and the identification of the material weakness described above, there] have been no changes in [removed: the Company's] [added: our] internal control over financial reporting during the [removed: Company's fiscal] quarter ended October 31, [removed: 2023,] [added: 2024,] that [added: have] materially affected, or are reasonably likely to materially affect, the [removed: Company's] [added: Company’s] internal control over financial reporting.

In light of this material weakness, management performed additional analyses and other procedures.

As a result of these additional procedures, the Company believes that the consolidated financial statements and related financial information included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented, in conformity with U.S. generally accepted accounting principles..

The material weakness resulted from not having a sufficient complement of its personnel, inadequate training of personnel and ineffective risk assessment processes to identify and timely respond to the risks related to change management, user control monitoring and segregation of duties in the affected IT environment.

Manual controls that rely on system-generated data or reports from the affected IT environment or process level automated controls in the affected IT environment were ineffective because they could have been adversely impacted.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Although these control deficiencies did not result in any material misstatement of our consolidated financial statements for the periods presented, there is a possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Accordingly, management has concluded that these control deficiencies constitute a material weakness.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Management’s Plan for Remediation

In response to the material weakness, management, with oversight of the Audit Committee of the Board of Directors, has begun to implement steps to remediate the material weakness.

Our internal control remediation efforts include the following:

- Enhancing risk assessment and procedures over our IT general controls for the affected environments;

- Developing the skill sets of employees and additional training programs addressing IT general controls and policies with a focus on those related to change management, user access and segregation of duties over IT systems impacting financial reporting;

- Enhancing controls supporting change management to ensure systems’ integrity as well as user access monitoring controls to enforce appropriate system access and segregation of duties.

We are committed to ensuring that our internal control over financial reporting are designed and operating effectively.

Management believes the efforts taken to date and the planned remediation will improve the effectiveness of our internal control over financial reporting.

While these remediation efforts are ongoing, the controls must be operating effectively for a sufficient period of time and be tested by management in order to consider them remediated and conclude that the design is effective to address the risks of material misstatement.

During the year ended October 31, 2024, the implementation of a new ERP system at our primary U.S. operations of the Cooper Surgical segment impacted our internal control over financial reporting.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors

The Cooper Companies, Inc.:

*Opinion on Internal Control Over Financial Reporting*

We have audited The Cooper Companies, Inc. and subsidiaries' (the Company) internal control over financial reporting as of October 31, 2024, based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weakness, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of October 31, 2024, based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of October 31, 2024 and 2023, 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, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated December 6, 2024 expressed an unqualified opinion on those consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

A material weakness resulting from control deficiencies in information technology general controls related to the implementation and maintenance of certain enterprise resource planning systems for the U.S. operations within the CooperSurgical segment has been identified and included in management’s assessment.

The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.

*Basis for Opinion*

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

*Definition and Limitations of Internal Control Over Financial Reporting*

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

During the three months ended October 31, 2024, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

None.

The information required by this item is incorporated by reference to the Company’s Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders (the [removed: 2024] [added: 2025] Proxy Statement).

The information required by this item is incorporated by reference to the [removed: 2024] [added: 2025] Proxy Statement.

Additional information required by this item is incorporated by reference to the [removed: 2024] [added: 2025] Proxy Statement.

The information required by this item is incorporated by reference to the [removed: 2024] [added: 2025] Proxy Statement.

The information required by this item is incorporated by reference to the [removed: 2024] [added: 2025] Proxy Statement.

[added: (a)] Financial Statements

Statements of Income for the years ended October 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Statements of Comprehensive Income for the years ended October 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Balance Sheets as of October 31, [removed: 2023] [added: 2024,] and [removed: 2022][added: 2023]

Statements of Stockholders' Equity for the years ended October 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Statements of Cash Flows for the years ended October 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Notes to Consolidated Financial [removed: Statements][added: Statements.]

[removed: THE] [added: THE] COOPER COMPANIES, INC. AND [removed: SUBSIDIARIES][added: SUBSIDIARIES]

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

| 3.1 | | | [Second Restated Certificate of [removed: Incorporation](http://www.sec.gov/Archives/edgar/data/711404/000119312506006352/dex31.htm)] [added: Incorporation](https://www.sec.gov/Archives/edgar/data/711404/000119312506006352/dex31.htm)] | | | 8-K | | | 3.1 | | | 1/13/2006 | | |

| [removed: 3.2] [added: 3.3] | | | [removed: [Amended] [added: [A](https://www.sec.gov/Archives/edgar/data/711404/000071140424000065/a3-cooxex31xamendedandrest.htm)[m](https://www.sec.gov/Archives/edgar/data/711404/000071140424000065/a3-cooxex31xamendedandrest.htm)[ended] and Restated [removed: By-Laws, The Cooper] [added: By-Laws](https://www.sec.gov/Archives/edgar/data/711404/000071140424000065/a3-cooxex31xamendedandrest.htm)[,](https://www.sec.gov/Archives/edgar/data/711404/000071140424000065/a3-cooxex31xamendedandrest.htm) [The](https://www.sec.gov/Archives/edgar/data/711404/000071140424000065/a3-cooxex31xamendedandrest.htm) [Cooper] Companies, [removed: Inc.,] [added: Inc,] dated [removed: December 12, 2018](http://www.sec.gov/Archives/edgar/data/711404/000119312518351217/d657351dex31.htm)] [added: October 22, 2024](https://www.sec.gov/Archives/edgar/data/711404/000071140424000065/a3-cooxex31xamendedandrest.htm)] | | | 8-K | | | 3.1 | | | [removed: 12/18/2018] [added: 10/25/2024] | | |

| 4.1 | | | [Description of Securities of The Cooper Companies, Inc. Registered under Section 12 of the Exchange [removed: Act](http://www.sec.gov/Archives/edgar/data/711404/000071140423000048/coo-form8xatransferfromnys.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/711404/000071140423000048/coo-form8xatransferfromnys.htm)] | | | 8-A | | | | | | 9/25/2023 | | |

| 10.1# | | | [The Cooper Companies, Inc. Change in Control Severance Plan, dated May 21, [removed: 2007](http://www.sec.gov/Archives/edgar/data/711404/000119312507197691/dex101.htm)] [added: 2007](https://www.sec.gov/Archives/edgar/data/711404/000119312507197691/dex101.htm)] | | | 10-Q | | | 10.1 | | | 7/31/2007 | | |

| [removed: 10.2#] [added: 10.4#] | | | [Executive Employment Agreement by and between The Cooper Companies, Inc. and [removed: Albert] [added: Brian] G. [removed: White III,] [added: Andrews,] effective as of November 1, [removed: 2018](http://www.sec.gov/Archives/edgar/data/711404/000071140419000026/coo-ex101_2019x04x30x10q.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/711404/000071140419000026/coo-ex102_2019x04x30x10q.htm)] | | | 10-Q | | | [removed: 10.1] [added: 10.2] | | | 4/30/2019 | | |

| [removed: 10.3#] [added: 10.5#] | | | [Executive Employment Agreement by and between The Cooper Companies, Inc. and [removed: Daniel G. McBride,] [added: Holly R. Sheffield,] effective as of November 1, [removed: 2018](http://www.sec.gov/Archives/edgar/data/711404/000071140419000026/coo-ex103_2019x04x30x10q.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/711404/000071140419000026/coo-ex104_2019x04x30x10q.htm)] | | | 10-Q | | | [removed: 10.3] [added: 10.4] | | | 4/30/2019 | | |

| [removed: 10.4#] [added: 10.2#] | | | [Executive Employment Agreement by and between The Cooper Companies, Inc. and [removed: Brian] [added: Albert] G. [removed: Andrews,] [added: White III,] effective as of [removed: November 1, 2018](http://www.sec.gov/Archives/edgar/data/711404/000071140419000026/coo-ex102_2019x04x30x10q.htm)] [added: March 19, 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/711404/000071140424000043/coo-ex102_2024x04x30x10q.htm)] | | | 10-Q | | | 10.2 | | | [removed: 4/30/2019] [added: 4/30/2024] | | |

| [removed: 10.5#] [added: 10.3#] | | | [Executive Employment Agreement by and between The Cooper Companies, Inc. and [removed: Holly R. Sheffield,] [added: Daniel G. McBride,] effective as of [removed: November 1, 2018](http://www.sec.gov/Archives/edgar/data/711404/000071140419000026/coo-ex104_2019x04x30x10q.htm)] [added: March 19, 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/711404/000071140424000043/coo-ex103_2024x04x30x10q.htm)] | | | 10-Q | | | [removed: 10.4] [added: 10.3] | | | [removed: 4/30/2019] [added: 4/30/2024] | | |

| 10.6# | | | [The Third Amended and Restated 2007 Long-Term Incentive Plan of The Cooper Companies, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/711404/000119312516443302/d117679ddef14a.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/711404/000119312516443302/d117679ddef14a.htm)] | | | 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.](http://www.sec.gov/Archives/edgar/data/711404/000119312507270797/dex1032.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/711404/000119312507270797/dex1032.htm)] | | | 10-K | | | 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.](http://www.sec.gov/Archives/edgar/data/711404/000119312507270797/dex1034.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/711404/000119312507270797/dex1034.htm)] | | | 10-K | | | 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.](http://www.sec.gov/Archives/edgar/data/711404/000119312509029284/dex101.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/711404/000119312509029284/dex101.htm)] | | | 8-K | | | 10.1 | | | 2/13/2009 | | |

| 10.10# | | | [The Cooper Companies, Inc.’s 2019 Employee Stock Purchase [removed: Plan](http://www.sec.gov/Archives/edgar/data/711404/000119312519025849/d686735ddef14a.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/711404/000119312519025849/d686735ddef14a.htm)] | | | 14A | | | A | | | 2/1/2019 | | |

| 10.11# | | | [The 2020 Long Term Incentive Plan for Non-Employee Directors of The Cooper Companies, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/711404/000119312520024203/d873721ddef14a.htm#toc873721_23)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/711404/000119312520024203/d873721ddef14a.htm#toc873721_23)] | | | 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)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/711404/000071140424000074/coo-ex1012_20241031x10k.htm)] | | | 10-K | | | [removed: 10.13] [added: 10.12] | | | [removed: 10/31/2020] [added: 10/31/2024] | | |

| 10.13(a) | | | [License Agreement dated as of November 19, 2007, by and among CIBA Vision AG, CIBA Vision Corporate and CooperVision, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/711404/000119312508257120/dex1041.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/711404/000119312508257120/dex1041.htm)] | | | 10-K | | | 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.](http://www.sec.gov/Archives/edgar/data/711404/000119312512513185/d458352dex991.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/711404/000119312512513185/d458352dex991.htm)] | | | 8-K | | | 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.](http://www.sec.gov/Archives/edgar/data/711404/000119312505004815/dex101.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/711404/000119312505004815/dex101.htm)] | | | 8-K | | | 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.](http://www.sec.gov/Archives/edgar/data/711404/000119312505004815/dex102.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/711404/000119312505004815/dex102.htm)] | | | 8-K | | | 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](http://www.sec.gov/Archives/edgar/data/711404/000119312505004815/dex103.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/711404/000119312505004815/dex103.htm)] | | | 8-K | | | 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](http://www.sec.gov/Archives/edgar/data/711404/000156459020014844/coo-ex101_8.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/711404/000156459020014844/coo-ex101_8.htm)] | | | 8-K | | | 10.1 | | | 4/2/2020 | | |

| 10.20 | | | [Term Loan Agreement, dated as of December 17, 2021, by and among The Cooper Companies, Inc., the lenders from time to time party thereto, and PNC Bank, National Association, as administrative [removed: agent.](http://www.sec.gov/Archives/edgar/data/711404/000119312521361145/d272863dex101.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/711404/000119312521361145/d272863dex101.htm)] | | | 8-K | | | 10.1 | | | 12/17/2021 | | |

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

| [removed: 10.23] [added: 10.22] | | | [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, Inc. and PNC Bank, National Association, as the administrative [removed: agent.](http://www.sec.gov/Archives/edgar/data/711404/000071140423000013/coo-ex101_2023x01x31x10q.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/711404/000071140423000013/coo-ex101_2023x01x31x10q.htm)] | | | 10-Q | | | 10.1 | | | 1/31/2023 | | |

| [removed: 10.24] [added: 10.23] | | | [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 [removed: agent.](http://www.sec.gov/Archives/edgar/data/711404/000071140423000013/coo-ex102_2023x01x31x10q.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/711404/000071140423000013/coo-ex102_2023x01x31x10q.htm)] | | | 10-Q | | | 10.2 | | | 1/31/2023 | | |

| [removed: 10.26#] [added: 10.24#] | | | [The Cooper Companies, Inc. 2023 Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/711404/000119312523019077/d448199ddef14a.htm#toc448199_29)] [added: Plan](https://www.sec.gov/Archives/edgar/data/711404/000119312523019077/d448199ddef14a.htm#toc448199_29)] | | | 14A | | | A | | | 1/30/2023 | | |

| [removed: 10.27#] [added: 10.25#] | | | [Form of Stock Option Agreement for the 2023 Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/711404/000071140423000033/coo-ex102_2023x04x30x10q.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/711404/000071140423000033/coo-ex102_2023x04x30x10q.htm)] | | | 10-Q | | | 10.2 | | | 4/30/2023 | | |

| [removed: 10.28#] [added: 10.26#] | | | [Form of Restricted Stock Unit Agreement for the 2023 Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/711404/000071140423000033/coo-ex103_2023x04x30x10q.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/711404/000071140423000033/coo-ex103_2023x04x30x10q.htm)] | | | 10-Q | | | 10.3 | | | 4/30/2023 | | |

| [removed: 10.29#] [added: 10.27#] | | | [Form of Performance Stock Unit Agreement for the 2023 Long-Term Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/711404/000071140423000033/coo-ex104_2023x04x30x10q.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/711404/000071140423000033/coo-ex104_2023x04x30x10q.htm)] | | | 10-Q | | | 10.4 | | | 4/30/2023 | | |

| [removed: 10.31#] [added: 10.28#] | | | [The Cooper Companies, Inc. 2017 Executive Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/711404/000119312517021098/d306891ddef14a.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/711404/000119312517021098/d306891ddef14a.htm)] | | | 14A | | | A | | | 1/27/2017 | | |

| [removed: 10.32#] [added: 10.29#] | | | [The Cooper Companies, Inc. Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/711404/000071140423000072/coo-ex1032_20231031x10k.htm) | | | [added: 10-K] | | | [added: 10.32] | | | [added: 10/31/2023] | | |

| 3.2 | | | [Amendment to Second Restated Certificate of Incorporation](https://www.sec.gov/Archives/edgar/data/711404/000071140424000010/coo-charteramendmentstocks.htm) | | | 10-Q | | | 3.1 | | | 03/01/2024 | | |

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

| 10.30# | | | [Executive](https://www.sec.gov/ix?doc=/Archives/edgar/data/711404/000071140424000043/coo-ex101_2024x04x30x10q.htm) [Employment Agreement by and](https://www.sec.gov/ix?doc=/Archives/edgar/data/711404/000071140424000043/coo-ex101_2024x04x30x10q.htm) [between The Cooper Companies,](https://www.sec.gov/ix?doc=/Archives/edgar/data/711404/000071140424000043/coo-ex101_2024x04x30x10q.htm) [In](https://www.sec.gov/ix?doc=/Archives/edgar/data/711404/000071140424000043/coo-ex101_2024x04x30x10q.htm)[c. and Gerard Warner, effective as of March 19, 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/711404/000071140424000043/coo-ex101_2024x04x30x10q.htm) | | | 10-Q | | | 10.1 | | | 4/30/2024 | | |

| 10.31 | | | [Revolving Credit Agreement, dated as of May 1, 2024, among the Company, CooperVision International Limited, the lenders from time to time party thereto and PNC Bank National Association, as administrative agent](https://www.sec.gov/Archives/edgar/data/711404/000071140424000024/a2024creditagreement.htm) | | | 8-K | | | 10.1 | | | 5/1/2024 | | |

| 10.32 | | | [Amendment No. 2, dated as of May 1, 2024, to the Term Loan Agreement, dated as of December 17, 2021, by and among The Cooper Companies, Inc., the lenders party thereto, and PNC Bank, National Association, as the administrative agent](https://www.sec.gov/Archives/edgar/data/711404/000071140424000024/amendmentno2.htm). | | | 8-K | | | 10.2 | | | 5/1/2024 | | |

| 10.33# | | | [Executive Employment Agreement by and between The Cooper Companies, Inc. and Gerard Warner, effective as of March 19, 2024](https://www.sec.gov/Archives/edgar/data/711404/000071140424000043/coo-ex101_2024x04x30x10q.htm) | | | 8-K | | | 10.1 | | | 4//30/2024 | | |

(a) 1.

2.

Financial Statement Schedules of the Company.

Schedule Number Description

Schedule II Valuation and Qualifying Accounts

Schedule II

VALUATION AND QUALIFYING ACCOUNTS

Three Years Ended October 31, 2023

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

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

| (In millions) | | | Balance Beginning of Year | | | | | | Additions | | | | | | Reductions/ Charges | | | | | | Balance at End of Year | | |

| Deferred income tax valuation allowance: | | | | | | | | | | | | | | | | | | | | | | | |

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

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

| Year Ended October 31, 2021 | | | 45.3 | | | | | | 8.8 | | | | | | (2.3) | | | | | | 51.8 | | |

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

| 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 LLC.](https://www.sec.gov/Archives/edgar/data/711404/000119312521326207/d204711dex21.htm) | | | 8-K | | | 2.1 | | | 11/10/2021 | | |

| 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 | | |

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: 8, 2023.][added: 6, 2024.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed [removed: below] by the following persons on behalf of the registrant and in the capacities indicated on the dates set forth opposite their respective names.

| /s/ ALBERT G. WHITE, III | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | December [removed: 8, 2023] [added: 6, 2024] | | |

| /s/ ROBERT S. WEISS | | | | | | Chairman of the Board | | | | | | December [removed: 8, 2023] [added: 6, 2024] | | |

| /s/ WILLIAM A. KOZY | | | | | | Vice Chairman of the Board and Lead Director | | | | | | December [removed: 8, 2023] [added: 6, 2024] | | |

| /s/ BRIAN G. ANDREWS | | | | | | Executive Vice President, Chief Financial Officer and Treasurer | | | | | | December [removed: 8, 2023] [added: 6, 2024] | | |

| /s/ AGOSTINO RICUPATI | | | | | | Senior Vice President and Chief Accounting Officer | | | | | | December [removed: 8, 2023] [added: 6, 2024] | | |

| /s/ COLLEEN E. JAY | | | | | | Director | | | | | | December [removed: 8, 2023] [added: 6, 2024] | | |

| /s/ CYNTHIA L. LUCCHESE | | | | | | Director | | | | | | December [removed: 8, 2023] [added: 6, 2024] | | |

| /s/ MARIA RIVAS M.D. | | | | | | Director | | | | | | December [removed: 8, 2023] [added: 6, 2024] | | |

| /s/ TERESA S. MADDEN | | | | | | Director | | | | | | December [removed: 8, 2023] [added: 6, 2024] | | |

| BOARD OF DIRECTORS [removed: Robert S. Weiss] [added: Weiss, Robert S.] Chairman of the Board [removed: William A. Kozy Vice Chairman and Lead Director; Chief Executive Officer (interim), LivaNova PLC Colleen E. Jay] [added: Jay, Colleen E.] Director [removed: Cynthia L. Lucchese] [added: Kozy, William A.] Director [removed: Gary S. Petersmeyer] [added: Kurzius, Lawrence] Director [removed: Lawrence Kurzius] [added: Lucchese, Cynthia L.] Director [removed: Teresa S. Madden] [added: Madden, Teresa S.] Director [removed: Maria Rivas] [added: Rivas, Maria,] M.D. Global Chief Medical [removed: Affairs] Officer [added: for Specialty] and [removed: Head of] [added: Primary Care and Head,] Evidence Generation, Pfizer, Inc. [removed: Albert G. White,] [added: White, Albert G.,] III President & Chief Executive Officer COMMITTEES OF THE BOARD Audit Committee [added: Madden,] Teresa S. [removed: Madden] (Chairman) [added: Kurzius, Lawrence Lucchese,] Cynthia L. [removed: Lucchese Gary S. Petersmeyer Lawrence Kurzius Maria Rivas] [added: Rivas, Maria,] M.D. Corporate Governance and Nominating Committee [removed: William A. Kozy (Chairman) Colleen E. Jay] [added: Lucchese,] Cynthia L. [removed: Lucchese Maria Rivas] [added: (Chairman) Jay, Collen E. Kozy, William A. Rivas, Maria,] M.D. Organization and Compensation Committee [added: Jay,] Colleen E. [removed: Jay] (Chairman) [removed: Gary S. Petersmeyer] [added: Kozy, William A. Kurzius,] Lawrence [removed: Kurzius] [added: Madden,] Teresa S. [removed: Madden William A. Kozy] | | | | | | EXECUTIVE OFFICERS [removed: Albert G. White,] [added: White, Albert G.,] III President and Chief Executive Officer [removed: Daniel G. McBride] [added: McBride, Daniel G.] Executive Vice President and Chief Operating Officer [removed: Brian G. Andrews] [added: Andrews, Brian G.] Executive Vice President, Chief Financial Officer and Treasurer [removed: Agostino Ricupati] [added: Ricupati, Agostino] Senior Vice President and Chief Accounting Officer [removed: Nicholas S. Khadder] [added: Khadder, Nicholas S.] Vice President, General Counsel and Corporate Secretary [removed: Holly R. Sheffield] [added: Sheffield, Holly R.] President of CooperSurgical, Inc. [removed: Gerard H. Warner] [added: Warner, Gerard H.,] 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 [removed: March 2024.] [added: April 2025.] TRANSFER AGENT Equiniti Trust LLC 48 Wall Street, Floor 23 New York, NY 10005 800-937-5449 TRADEMARKS CooperVision, CooperSurgical, and other trade names, trademarks or service marks of CooperCompanies and its subsidiaries appearing in this report are the property of CooperCompanies and its subsidiaries. Trade names, trademarks and service marks of the other companies appearing in this report are the property of their respective holders. INDEPENDENT AUDITORS KPMG LLP STOCK EXCHANGE LISTING Nasdaq Global Select Market Ticker Symbol “COO” | | |

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Albert G.

White, III, Brian G.

Andrews, and Nicholas S.

Khadder, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

| /s/ LAWRENCE KURZIUS | | | | | | Director | | | | | | December 6, 2024 | | |

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

| /s/ GARY S. PETERSMEYER | | | | | | Director | | | | | | December 8, 2023 | | |

| (Gary S. Petersmeyer) | | | | | | | | | | | | | | |

| | | | | | | Director | | | | | | December 8, 2023 | | |