THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Federal, state and local provisions that regulate the discharge of materials into the environment, or relate to the protection of the environment, do not currently materially affect Cooper's capital expenditures, earnings or competitive position.

In addition, the Company continues to monitor and comply with environmental health and safety regulations in countries in which it operates throughout the world, in particular, EU and China Restrictions on the use of certain Hazardous Substances in electrical and electronic equipment (RoHS) and Registration, Evaluation, Authorization and Restriction of Chemical substances (REACH).

HUMAN CAPITAL RESOURCES

As of October 31, ~~2022,~~2023, we had a workforce of more than ~~14,000. We believe we have good relations with our workforce.~~15,000. Our employees are located around the world, with ~~52%~~53% in Americas, ~~43%~~42% in EMEA and 5% in Asia Pacific. Human capital management areas of focus include a people-focused culture; embedding diversity and inclusion; fostering an environment of health, safety, and well-being; investing in and developing our employees through training and engagement. ~~In addition,~~Our employees are a key differentiator in our overall strategy. We believe we ~~regularly conduct an employee survey~~have good relations with our workforce, and we invest in our workforce to ~~gauge employee engagement.~~meet current and future business objectives, always driving towards our goal of being a global employer of choice.

The Chart below shows percentage of employees located in Americas, EMEA and Asia Pacific as of October 31, ~~2022.~~2023.

Diversity and Inclusion

We believe that an inclusive work environment that truly appreciates the diversity of employees’ talents, experiences, and ideas leads to more innovation and progress. Through our Diversity & Inclusion (D&I) strategy, we drive a culture where individual qualities and backgrounds are highly valued and respected, and our employees feel a sense of belonging. Our D&I strategy includes initiatives to promote D&I conversations and training to inform and educate our workforce, forming communities of advocates and allies to help advance our culture of inclusion, and completion of various reviews of our programs to minimize the impact of unconscious bias on our reward decisions. Our commitment to D&I starts with our executives and is further executed through local initiatives in order to create sustainable change.

Health, Safety and Well-being

Our culture of health, safety, and well-being helps our people and businesses thrive. We comply with applicable health and safety laws and regulations and help protect our employees through continuous improvement, education, engagement, and risk management. Our Environmental, Health, and Safety (EHS) Global Policies formalize our commitment to high standards of EHS performance for employees, consultants, contract workers, and temporary staff worldwide. Our employee handbooks specify health and safety expectations, working condition policies, and other relevant topics. We encourage an open reporting culture and require any unsafe conditions or potential hazards be reported immediately. Wellness is an important part of our culture. Our global Mind & Body Well-being Employee Resource Group focuses on enhancing physical wellness and raising the importance of mental health through virtual and in-person events. We offer on- and off-site fitness and wellness facilities and programs, an assortment of team-building activities, and have a robust offering of physical, social, nutritional and mental health resources.

Training, Development and Engagement

We empower employees to succeed and grow, reward great thinking, results and hard work, and engage our employees. Across our businesses, we offer job-specific training, certifications, mentoring, developmental assignments, and other opportunities to help our employees develop the skills needed to achieve long-term success.

We conduct regular formal and informal surveys to proactively seek out employee feedback, ideas, and collect data on

the employee experience. We encourage candid participation, and these insights help us develop targeted strategies to

enhance our workplace and culture.

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THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Additional information is included in our annual ESG Report (located on our website at www.coopercos.com/esg). Information on our website, including the ESG Report, shall not be deemed incorporated by reference into this Annual Report.Compensation and Benefits

~~CYBERSECURITY~~

~~In the normal course of business,~~We provide competitive compensation and benefits in order to attract and retain talent. We regularly review our pay practices to confirm there are no significant pay disparities across gender or race, and we may collect and store personal information and other sensitive information, including proprietary and confidential business information, trade secrets, intellectual property, information regarding trial participantsconduct an annual market assessments to provide consistency 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.rewards we offer. We have ~~established~~implemented robust processes for setting personal goals, individual development actions and ~~regularly test our disaster recovery plan~~review employees’ performance 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~~pay on an annual basis. We also offer comprehensive and ~~engage third parties~~continually evolving benefits to ~~assess effectiveness of our data security practices. A third-party security consultant conducts regular network security reviews, scans~~help employees balance their work lives and ~~audits. In addition, we maintain insurance that includes cybersecurity coverage.~~

Our cybersecurity program is led by a team of highly skilled cybersecurity professionals, including 10 dedicated internal cybersecurity resources. Four members of the security team currently have CISSP credentials, five members hold one or more GIAC/SANS cybersecurity certificates, and in total the team has over 40 security and network certifications. In addition to our internal security staff, we partner with various third-party security service providers, including two 24/7 SOC teams, 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 best-in-breed 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.

Despite the implementation of our cybersecurity program, our security measures cannot guarantee that a significant cyberattack will not occur. A successful attack on our information technology systems could have significant consequences to the business. While we devote resources to our security measures to protect our systems and information, these measures cannot provide absolute security. 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.

personal lives.

AVAILABLE INFORMATION

The Cooper Companies, Inc. Internet address is ~~http:~~https://www.coopercos.com. The information on the Company's website is not part of this or any other report we file with, or furnish to, the Securities and Exchange Commission (SEC). Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, along with all other reports and amendments filed with or furnished to the SEC, are publicly available free of charge on our website as soon as reasonably practicable. The SEC maintains a website that contains such reports, proxy and information statements and other information whose Internet address is ~~http:~~https://www.sec.gov. The Company's Corporate Governance Principles, Code of Conduct and charters of each standing committee of the Board of Directors are also posted on the Company's website.

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THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 1A. Risk Factors.

Our business faces significant risks. These risks include those described below and may include additional risks and uncertainties not presently known to us or that we currently deem immaterial. Our business, financial condition and results of operations could be materially adversely affected by any of these risks, and the trading prices of our common stock could decline by virtue of these risks. These risks should be read in conjunction with the other information in this report.

Risks Relating to Our Business

Current market conditions and recessionary pressures in one or more of our markets could impact our ability to grow our business.

Over the last few years in the ~~U.S.~~United States and globally, market and economic conditions have been ~~challenging, particularly in light of the COVID-19 pandemic. Foreign~~challenging. The United States and foreign countries ~~in particular the Euro zone,~~ have experienced recessionary pressures and face continued concerns about the systemic impacts of adverse economic conditions and geopolitical issues. Any negative impact on economic conditions and international markets, continued volatility or deterioration in the debt and equity capital markets, inflation, deflation or other adverse economic conditions may adversely affect our liquidity and financial condition. It may limit our ability to replace maturing liabilities and to access the capital markets to meet liquidity needs, which could have a material adverse effect on our ~~financial condition and results of operations.~~business.

Ongoing uncertain economic and financial market conditions may also adversely affect the financial condition of our customers, suppliers and other business partners. When our customers’ financial conditions are adversely affected, customers may reduce their purchases of our products or we may not be able to collect accounts receivable, each of which could have a material adverse impact on our ~~business operations or financial results.~~business. Our global business has been negatively affected by local economic conditions, including inflation, increasing labor costs, recession, and currency exchange rate fluctuations, which has adversely affected our cost to manufacture and provide our products and services and revenues generated through sales of such products and services. ~~There is no~~We cannot guarantee that we will be able to fully absorb any such additional costs or revenue declines in the prices for our products and services.

CooperVision and CooperSurgical are encountering consolidation in their customer bases and emergence of more centralized large customer groups and retail chains. Due to this trend, global and regional key account customers now represent a larger proportion or concentration of our business and any disruption to these relationships may have a material adverse impact on our ~~business, financial condition and results of operations.~~business.

Inflation could materially adversely affect our ~~business and operations.~~business.

Our operating results could be materially impacted by changes in the overall macroeconomic environment and other economic factors that impact our cost structure and ~~revenue results.~~revenue. Changes in economic conditions, supply chain constraints, logistics challenges, labor shortages, the war in Ukraine and other international conflicts, and steps taken by governments and central banks, ~~particularly in response to the COVID-19 pandemic,~~ as well as other stimulus and spending programs, have led to higher inflation, which is likely to lead to an increase in costs and may cause changes in fiscal and monetary policy, including increased interest rates. In a higher inflationary environment, we may be unable to raise the prices of our products and services sufficiently to keep up with the rate of inflation.

Our substantial and expanding international operations are subject to uncertainties which could affect our ~~operating results.~~business.

A significant portion of our current operations are conducted and located outside the ~~U.S.,~~United States, and our growth strategy involves expanding our existing foreign operations and entering into new foreign jurisdictions. We have significant manufacturing and distribution sites in North America, Latin America and Europe. More than half of our net sales for the fiscal years ended October 31, ~~2022~~2023 and ~~2021,~~2022, were derived from the sale of products outside the United States. We believe that sales outside the United States will continue to account for a material portion of our total net sales for the foreseeable future. International operations and business expansion plans are subject to numerous additional risks, including the following:

•difficulty managing a large organization spread throughout various countries;

•fluctuations in currency exchange rates adversely affecting our results;

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

•challenges associated with enforcing intellectual property rights in some foreign countries;

~~THE COOPER COMPANIES, INC. AND SUBSIDIARIES~~

•difficulty gaining market share in countries such as China because of regulatory restrictions and customer preferences;

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

•difficulty growing our sales in emerging markets such as China, India, Russia, Brazil and other developing nations due to, among other things, customer acceptance, undeveloped and/or unfamiliar distribution channels, regulatory restrictions and changes, and business knowledge of these new markets;

•foreign earnings being subject to withholding requirements or the imposition of tariffs, exchange controls or other restrictions, including the tariffs enacted by the Chinese government on certain U.S. goods, the scope and duration of which remain uncertain;

•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 ~~IVDR;~~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.

•foreign customers creating longer payment cycles than customers in the ~~U.S.;~~United States;

•failure to comply with U.S. Department of Commerce and other nations' import-export controls may result in fines and/or penalties;

•general economic and political conditions in the countries where we operate having an adverse effect on our operations in those countries or being unfavorable to our growth strategy;

•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;

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

•challenges enforcing agreements and collecting receivables through some foreign legal systems; and

•unforeseen economic or political events in certain countries that may have an impact on our customers' ability or preferences to buy our products.

As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated with our international operations. However, any of these factors could adversely affect our international operations and, consequently, our ~~operating results.~~business.

~~The~~International Conflicts, such as the war between Russia and Ukraine, could adversely affect our ~~business, financial condition and results of operations.~~business.

On February 24, 2022, Russian military forces launched a military action in ~~Ukraine,~~Ukraine. The military conflict is ongoing and ~~sustained conflict and disruption in~~ the ~~region is likely. The~~ length, impact, and outcome ~~of this ongoing military conflict~~ is highly ~~unpredictable~~unpredictable. It has led and could continue to lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, trade disputes or trade barriers, changes in consumer or purchaser preferences, as well as an increase in cyberattacks and espionage.

The war has led to significant sanctions programs imposed by the ~~U.S.,~~United States, the ~~European Union,~~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, including, among others:~~

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

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

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

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

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 ~~is rapidly evolving,~~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, financial condition, and results of operations.~~

~~THE COOPER COMPANIES, INC. AND SUBSIDIARIES~~business.

Our business must be conducted in compliance with applicable economic and trade sanctions laws and regulations, including those administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, and other relevant governmental authorities. If we are found to be in violation of U.S. sanctions or export control laws, it could result in substantial fines and penalties for us and for individuals working for us. We are actively monitoring the situation in Ukraine and Russia and assessing its impact on our business, including our business partners, employees and customers. To date, we have not experienced any material interruptions in our infrastructure, supplies, technology systems, or networks needed to support our operations. The conflict has caused us to modify our operations in Russia and could lead to additional modifications in Russia. We cannot predict the progress or outcome of the war or its impacts in the territories where we operate. The extent and duration of the military action, sanctions, other consequences, such as Russia imposing restrictions on transactions or banning the export of energy products, including natural gas, and the resulting market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time. Any such disruption may also magnify the impact of other risks described in this section.

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 COOPER COMPANIES, INC. AND SUBSIDIARIES

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

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

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

~~Acquisitions~~strategic transactions that we have made and may make in the future involve numerous risks.

We have a history of acquiring businesses and products that have significantly contributed to our growth in recent years. As part of our growth strategy, we intend to continue to consider acquiring complementary technologies, products and ~~businesses.~~businesses and establishing joint ventures or other strategic relationships. Future ~~acquisitions~~transactions could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities and an increase in amortization and/or impairments of goodwill and other intangible assets, which could have a material adverse effect upon our ~~business, financial condition and results of operations.~~business. In fiscal 2022, CooperVision acquired a ~~privately-held~~private Denmark-based ortho-k contact lens distributor. ~~In fiscal 2021, CooperVision acquired a privately held medical device company and a privately-held UK contact lenses manufacturer.~~ In fiscal 2022, CooperSurgical acquired a private cryopreservation services company and Generate Life Sciences (Generate), a ~~privately-held~~private provider of donor egg and sperm for fertility treatments, fertility cryopreservation services and newborn stem cell storage (cord blood &and cord tissue). ~~In fiscal 2021, CooperSurgical acquired three privately-held medical device companies~~

~~THE COOPER COMPANIES, INC. AND SUBSIDIARIES~~

~~and one privately-held IVF cryostorage software solutions company.~~ Risks we could face with respect to these acquisitions and other strategic transaction include:

•failure to successfully obtain the anticipated revenues, margins and earnings benefits;

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

•increased leverage and the risk of lack of access to available financing, including financing for the acquisition or refinancing of debt owed by us on a timely basis and on reasonable terms;

•risks of entering markets in which we have no or limited prior experience;

•potential loss of employees;

•an inability to identify and consummate future acquisitions on favorable terms or at all;

•diversion of management's attention away from other business concerns;

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

•expenses of any undisclosed or potential liabilities, contingent liabilities or indemnification obligations of the acquired company;

•expenses, including restructuring expenses, to ~~shut-down~~shut down our own locations or terminate our employees;

•application of and compliance with new and unfamiliar regulatory frameworks such as regulation applicable to our newly acquired fertility-related businesses;

•~~Failure~~failure to successfully obtain or maintain reimbursements under the third-party payor plans, including but not limited to governmental programs, due to complex reporting and payment obligations;

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

•a dilution of earnings per share; and

•risks inherent in accounting allocations and the risk that we are required to record significant adjustments to the preliminary fair value of assets acquired and liabilities assumed within the measurement period.

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

We manufacture a significant portion of the medical device products we sell. Any prolonged disruption in the operations of our existing manufacturing or distribution facilities or our fertility and stem cell storage facilities, whether due to ~~the effects of the COVID-19 pandemic and related~~ work stoppages, technical or labor difficulties, integration difficulties, destruction of or damage to any facility (as a result of natural disaster, use and storage of hazardous materials or other events), enforcement action by the FDA or other regulatory body if we are found to be in non-compliance with current Good Manufacturing Practices (cGMP) or similar foreign requirements or other reasons, could have a material adverse effect on our ~~business, financial condition and results of operations.~~business. In addition, materials such as silicone hydrogel require improvements to our manufacturing processes to make them ~~cost effective.~~cost-effective. While we have improved our manufacturing capabilities for our silicone hydrogel products, our failure to continue to develop improvements to our manufacturing processes and reduce our cost of goods could significantly impact our ability to compete. Conversely, constrained, excess or idle capacity, which could result from acquisitions, unexpected demand, inaccurate sales forecasting or unexpected manufacturing efficiencies, could significantly impact our profitability, capital investments, customer service levels and near-term financial condition.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

CooperVision manufactures molded contact lenses, which represent the majority of our contact lens revenues, primarily at our facilities in Costa Rica, Hungary, Puerto Rico, the UKUnited Kingdom and the ~~U.S.,~~United States, with other smaller facilities also existing in multiple locations around the world. CooperSurgical manufactures the majority of its products in Costa Rica, the UKUnited Kingdom and the ~~U.S.,~~United States, with other smaller locations also existing in multiple locations around the world. ~~In November 2017, CooperSurgical purchased a manufacturing facility in Costa Rica to consolidate a portion of global manufacturing.~~ We manufacture certain products at only one manufacturing site for certain markets, and certain of our products are approved for manufacturing only at one site. Further, certain media products have limited storage lives, limiting inventory back-up strategies. If there were any prolonged disruption in the operations of the approved facility, it could take a significant amount of time to obtain required regulatory approvals, validate a second site and replace lost product, which could result in lost customers and thereby reduce sales, profitability and market share.

CooperVision distributes products out of Belgium, Hungary, the UKUnited Kingdom and the ~~U.S.~~United States and various smaller international distribution sites. CooperSurgical primarily distributes products out of its facilities in the ~~U.S.~~United States and the Netherlands and

~~THE COOPER COMPANIES, INC. AND SUBSIDIARIES~~

operates fertility and stem cell storage facilities in the ~~U.S.,~~United States, Canada and Australia. Any prolonged disruption in the operations of our existing distribution or storage facilities, whether due to technical or labor difficulties, challenges related to system implementation, destruction of or damage to any facility (as a result of natural disaster, use and storage of hazardous materials or other events) or other reasons, could have a material adverse effect on our ~~business, financial condition and results of operations.~~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 the loss of confidential or protected data which could disrupt our business, force us to incur excessive costs or cause reputational harm.

Security breaches, computer malware and computer hacking attacks have become more prevalent across industries and may occur on our systems or those of our third-party service providers or partners. The size and complexity of our information systems make such systems potentially vulnerable to service interruptions or to security breaches from inadvertent or intentional actions by our employees or vendors, or from attacks by malicious third parties. Such attacks are increasing in their frequency, levels of persistence, levels of sophistication and intensity, and are being conducted by sophisticated and organized groups and individuals with a wide range of motives and expertise, especially given increased vulnerability of corporate information technology systems as distributed work environments have become ~~prevalent (including as a result of the COVID-19 pandemic).~~prevalent. In addition to unauthorized access to or acquisition of personal data, confidential information, intellectual property or other sensitive information, such attacks could include the deployment of harmful malware and ransomware, and may use a variety of methods, including denial-of-service attacks, social engineering and other means, to attain such unauthorized access or acquisition or otherwise affect service reliability and threaten the confidentiality, integrity and availability of information. Like many other companies, we experience attempted cybersecurity actions on a frequent basis, and the frequency of such attempts could increase in the future. While we have invested in the protection of data and information technology, ~~there can~~we cannot be ~~no assurance~~assured that our efforts will prevent or quickly identify service interruptions or security breaches. The techniques used by cybercriminals change frequently, may not be recognized until launched and can originate from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates, terrorist organizations or hostile foreign governments or agencies. We cannot ~~assure~~be assured that our data protection efforts and our investment in information technology will prevent significant breakdowns, data leakages or breaches in our systems or those of our third-party services providers or partners. 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 information or intellectual property, and could result in financial, legal, business and reputational harm to us. 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 systems.

We manage our businesses utilizing multiple complex integrated software and hardware information technology operating systems that are regularly maintained and upgraded; an interruption or disruption to these systems could disrupt our business or force us to incur excessive costs.

We utilize multiple complex integrated software and hardware operating systems, including enterprise resource planning and warehouse management systems, to support our business units and we have a continuous improvement strategy in place to keep our systems and overarching technology stable and in line with business needs and growth. Regular upgrades of our computer hardware and software revisions are typical and expected. We employ controlled change management methodologies to plan, test and execute all such system upgrades and improvements, and we believe that we assign adequate staffing and other resources to projects to ensure successful implementation. However, we cannot ~~assure~~be assured that our systems will meet our future business needs or that upgrades will operate as designed. We cannot ~~assure~~be assured that there will not be associated excessive costs or disruptions in portions of our business in the course of our maintenance, support and/or upgrade of these systems.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

We are in the midst of a multiyear process of implementing new enterprise resource planning (ERP) systems at CooperVision and CooperSurgical. Implementing a new ERP system is not only costly but complex and difficult. Implementing a new ERP system can negatively affect not only financial accounting and reporting processes but also external commercial activities such as order receipt and product delivery. ~~There can~~We cannot be ~~no assurance~~assured that we will successfully implement our new ERP system or that we will avoid these and other negative impacts from our implementation efforts.

Pricing pressure from our competitors, customers and changes in third-party coverage and reimbursement may adversely affect demand for our products and negatively impact our operating results.

Competition in our industry has increased as a result of new market entrants, new technologies and as more established companies have intensified competitive pricing pressure. As a result of these competitive forces, we believe there will continue to be pricing pressure in the future. Because our CooperSurgical products are generally purchased by hospitals and surgical centers, OB/GYN medical offices and fertility clinics, and billed to various third-party payors, changes in the

~~THE COOPER COMPANIES, INC. AND SUBSIDIARIES~~

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. In addition to these competitive forces, we continue to see pricing pressure as our customers introduce new pricing structures into their contracts and agreements, including fixed price formulas, capitated pricing and structured pricing intended to contain healthcare costs. Such trends may adversely affect demand for our products and may drive down the prices we are able to charge for our products, both of which would negatively affect our operating results.

We rely on independent suppliers in our supply chain for raw materials, packaging materials and components, mechanical equipment and some finished goods; we could experience inventory shortages if any of these suppliers encounter a manufacturing or distribution ~~disruption~~disruption.

Our businesses utilize various chemicals, packaging materials, components, parts and raw materials which are generally available from more than one source. However, in certain instances we acquire components and materials from sole or primary suppliers to make our silicone hydrogel contact lens, certain medical devices and IVF products. We also source mechanical equipment and in certain instances finished goods from OEM suppliers. Supply of these goods, items and materials is protected by contractual agreements, availability of alternative suppliers and/or safety stocks. However, if current suppliers fail to supply sufficient goods, items or materials to us on a timely basis, or at all for any reason, we could experience inventory shortages and disruption in our supply of products. For example, among other situations, some of the primary material used to make our silicone hydrogel contact lens products, including MyDay, Biofinity, Avaira and clariti, are supplied by few or sole suppliers, and the failure of a key or sole supplier to timely supply sufficient items and materials necessary for the manufacture of our silicone hydrogel contact lenses could in turn disrupt our supply of those lenses to the market, which would have a material adverse effect on our ~~business, financial condition and results of operations.~~business.

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

If we fail to protect our intellectual property adequately, our business could suffer.

We consider our intellectual property rights, including patents, trade secrets, trademarks and licensing agreements, to be an integral component of our business. We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret laws, as well as licensing agreements and third-party nondisclosure and assignment agreements. Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our ~~business, financial condition and results of operations.~~business.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

We also may seek to enforce our intellectual property rights on others through litigation. Our claims, even if meritorious, may be found invalid or inapplicable to a party we believe infringes or has misappropriated our intellectual property rights. In addition, litigation can:

•be expensive and time consuming to prosecute or defend;

•result in a finding that we do not have certain intellectual property rights or that such rights lack sufficient scope or strength;

•divert management's attention and resources; or

•require us to license our intellectual property.

We have applied for patent protection in the ~~U.S.,~~United States, the UKUnited Kingdom and other foreign jurisdictions relating to certain existing and proposed processes and products. We cannot ~~assure~~be assured that any of our patent applications will be approved. Patent applications in the ~~U.S.,~~United States, the UKUnited Kingdom and other foreign jurisdictions are maintained in secrecy for a period of time, which may last until patents are issued, and since publication of discoveries in the scientific or patent literature tends to lag behind actual discoveries by several months, we cannot be certain that we will be the first creator of inventions covered by any patent application we make or the first to file patent applications on such inventions. The patents we own could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. We also cannot assure that we will have adequate resources to enforce our patents.

Both CooperVision and CooperSurgical also rely on proprietary technology ~~which~~that is unpatented. It is possible that others will independently develop the same or similar technology or otherwise obtain access to our unpatented technology. To protect our trade secrets and other proprietary information, ~~we require~~our employees, consultants, advisors and collaborators to enter into confidentiality agreements and assignment agreements, which generally provide that inventions conceived by the party in the course of rendering services to us will be our exclusive property. However, we cannot ~~assure~~be assured that these

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confidentiality agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. Enforcing a claim that a party illegally obtained and is using our trade secrets is difficult, expensive and time consuming and the outcome is unpredictable.

We rely on trademarks to establish a market identity for our products. To maintain the value of our trademarks, we might have to file lawsuits against third parties to prevent them from using trademarks confusingly similar to or dilutive of our registered or unregistered trademarks. We also might not ~~obtain~~be successful in obtaining registrations for our pending or future trademark applications and might have to defend our registered trademark and pending applications ~~from~~against challenge by third parties. Enforcing or defending our registered and unregistered trademarks might result in significant litigation costs and damages, including the inability to continue using certain trademarks.

The laws of foreign countries in which we do business or contemplate doing business in the future may not recognize intellectual property rights or protect them to the same extent as do the laws of the ~~U.S.~~United States. Adverse determinations in a judicial or administrative proceeding could prevent us from manufacturing and selling our products or prevent us from stopping others from manufacturing and selling competing products, and thereby have a material adverse effect on our ~~business, financial condition and results of operations.~~business.

Our products or processes could be subject to claims of infringement of the intellectual property of others.

Our competitors in both the ~~U.S.~~United States and foreign countries, some of which have substantially greater resources and have made substantial investments in competing technologies, as well as other third parties, may have applied for or obtained, or may in the future apply for and obtain, patents that will prevent, limit or otherwise interfere with our ability to make and sell our existing and planned products. In the contact lens industry, CooperVision, its competitors and other third parties hold patents covering contact lens designs, ~~business methods,~~materials, processes and ~~materials.~~business methods. Claims that our products, business methods or processes infringe upon the proprietary rights of others often are not asserted until after commencement of commercial sales of products incorporating our technology.

Significant litigation regarding intellectual property rights exists in our industries. For example, CooperVision in the past faced significant patent litigation over its silicone hydrogel contact lens products. Third parties have made, and may make in the future, claims of infringement against us or our contract manufacturers in connection with the use of our technology. Any claims, even those without merit, could:

•be expensive and time consuming to defend;

•cause us to cease making, licensing or selling products that incorporate the challenged intellectual property;

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•require us to redesign or re-engineer our products, if feasible;

•divert management's attention and resources; or

•require us to enter into royalty or licensing agreements in order to obtain the right to use a necessary product, component or process.

We cannot be certain of the outcome of any litigation. A successful claim of infringement against us or our contract manufacturers in connection with the use of our technology, in particular if we are unable to manufacture or sell any of our planned products in any major market, could adversely affect our business. Any royalty or licensing agreement, if required, may not be available to us on acceptable terms or at all. Our failure to obtain the necessary licenses or other rights could prevent the sale, manufacture, or distribution of some of our products and, therefore, could have a material adverse effect on ~~our business.~~

A successful claim of infringement against us or our contract manufacturers in connection with the use of our technology, in particular if we are unable to manufacture or sell any of our planned products in any major market, could adversely affect our business.

We could experience losses from product liability claims or legal claims relating to our service offerings, including such claims and other losses resulting from sales of counterfeit and other infringing products.

We face an inherent risk of exposure to product liability claims in the event that the use of our products results in personal injury. We also face the risk that defects in the design or manufacture of our products or sales of counterfeit or other infringing products might necessitate a product recall and other actions by manufacturers, distributors or retailers in order to safeguard the health of consumers and protect the integrity of the subject brand. Additionally, we face the inherent risk of exposure to legal claims, including negligence, relating to our provision of certain service offerings, including the accuracy and quality of our ~~genetic testing,~~genomic services, fertility cryopreservation, fertility donor gamete supply, and stem cell storage services. These risks may be heightened due to our direct-to-consumer marketing efforts for some of our products and services (e.g., stem cell storage and Paragard IUDs). Consumers may halt or delay purchases of a product or service that is

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the subject of a claim or recall or has been counterfeited. We handle some risk with third-party carrier policies that are subject to deductibles and limitations. These insurance policies may become more expensive (or not be available) for new risks we may assume when we acquire new businesses. ~~For example, professional liability insurance for our genomics, gamete and tissue storage businesses could add significant cost. There can~~We cannot be ~~no assurance~~assured that we will not experience material losses due to product liability claims or recalls, legal claims relating to our service offerings, or a decline in sales resulting from sales of counterfeit or other infringing products, in the future.

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

Certain of our proposed products have not yet been clinically tested or commercially introduced, and some of our existing products 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 may be influenced by many factors, some of which are out of our control, including:

•acceptance of our products by eye care and health care practitioners;

•the cost competitiveness of our products;

•consumer reluctance to try and use a new product;

•regulatory and legislative requirements;

•adequate coverage and reimbursement by third-party payors;

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

•the earlier release of competitive products, such as new silicone hydrogel products or contraceptive technologies, into the market by our competitors; and the emergence of newer and more competitive products.

We operate in the highly competitive health care industry, and ~~there can~~we cannot be ~~no assurance~~assured that we will be able to compete successfully.

Each of our businesses operates within a highly competitive environment. In our soft contact lens business, CooperVision faces intense competition from competitors' products, in particular silicone hydrogel contact lenses, and may face increasing competition as other new products enter the market. Our largest competitors in the contact lens business, Johnson & Johnson Vision Care, Inc., Alcon Inc. and Bausch Health Companies Inc. may have substantially greater financial resources, larger research and development budgets, larger sales forces, greater market penetration and/or larger manufacturing volumes than CooperVision. 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

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advantage in marketing their lenses. The market for contact lenses is intensely competitive and is characterized by declining sales volumes for older product lines and growing demand for silicone hydrogel-based products. 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, and to achieve manufacturing efficiencies and sufficient manufacturing capacity and capabilities for such products. Any significant decrease in our costs per lens will depend, in part, on our ability to increase sales volume and production capabilities and our ability to secure adequate supply of materials used in production at reasonable costs. Our failure to respond to competitive pressures in a timely manner could have a material adverse effect on our business, financial condition and results of operations.

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

~~There can~~We cannot be ~~no assurance~~assured that we will not encounter increased competition in the future, for example with increased product entries from Asia Pacific contact lens manufacturers, or that our competitors' newer contact lens products will not successfully erode CooperVision's contact lens business, which could have a material adverse effect on our ~~business, financial condition and results of operations.~~business.

The contact lens industry also continues to evolve with respect to the introduction of new distribution and fulfillment models and service technologies which may conflict with CooperVision’s strategy or interfere with its customers’ relationships and loyalty. For example, more contact lenses are being fulfilled directly to the consumer by manufacturers and wholesalers via online platforms, telemedicine is gaining popularity and more vision correction prescriptions are being provided through online refractive exams rather than in office by an eye care practitioner. CooperVision’s failure to adapt

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to the threats posed by these new and emerging distribution models and Internet driven services may have a material adverse impact on our ~~business, financial condition and results of operations.~~business.

CooperSurgical focuses on selected segments of the family and women's health care market with a diversified portfolio of products and services including fertility products and services, medical devices, ~~in outpatient~~cryostorage (such as cord blood and ~~operating room settings, fertility, contraception~~cord tissue storage) and ~~healthcare technology services.~~contraception. Competitive factors in these segments in which CooperSurgical competes include technological and scientific advances, product quality and availability, price, customer service including response time and effective communication of product information to physicians, consumers, fertility clinics and hospitals. Competition in the medical device industry is dynamic and involves the search for technological and therapeutic innovations.

CooperSurgical competes with a number of manufacturers and service providers in its women’s family health care market areas. Some of these competitors have substantially greater financial and personnel resources and sell a broader range of products, which may give them an advantage in marketing competitive products. In addition, some of CooperSurgical’s markets, such as genomics, contraception and cord blood and cord tissue storage, are characterized by rapid technological advancement. We face the risk that demand for our products will not grow or will decline if our competitors are more successful than us at innovating in these and other areas. There is also risk that emerging technologies or technology advancements could reduce the medical value of certain of our products and services, such as cord blood and cord tissue storage, which could adversely affect our business. In recent years, CooperSurgical has also expanded direct-to-consumer products and services, which requires implementing new competitive strategies and increases the importance of customer service and consumer reputation as competitive factors.

New medical and technological developments may reduce the need for our products.

Technological developments in the ~~eye care, family~~vision, fertility and ~~women's~~women’s health, ~~care, and diagnostics testing industries, such as new surgical procedures or medical devices, and genetic testing technology~~ may limit demand for our products and services. For example, corneal refractive surgical procedures such as Lasik surgery and the development of new pharmaceutical products may decrease the demand for our optical products. If these new advances provide a practical alternative to traditional vision correction, the demand for contact lenses and eyeglasses may materially decrease. We cannot ~~assure~~be assured that medical advances and technological developments will not have a material adverse effect on our ~~businesses.~~business.

Product innovations are important in the industry in which we operate, and we face the risk of product obsolescence if we are unable to develop new products or gain regulatory approvals or certifications or if our competitors introduce new products.

Product innovations are important in the contact lens market in which CooperVision competes and in the areas of the health care industry in which CooperSurgical competes. CooperVision, both internally and externally with third parties, invests in new product development, including the development of new silicone hydrogel-based contact lenses. While much of CooperVision’s research and development activities are performed internally, it also uses external research and development investment in collaborations and joint development with third parties. CooperSurgical has historically purchased, leveraged or licensed the technology developments of others. CooperSurgical also has invested in expanding the internal research and development function with the goal of organic growth and to complement our acquisitions

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strategy. Research and development time commitments, higher feasibility risk with longer term projects, greater dependence on, and reduced control over, third-party deliverables, the cost of obtaining necessary regulatory approval or certification and other costs related to product innovations can be substantial. ~~There can~~We cannot be ~~no assurance~~assured that we will successfully obtain necessary regulatory approvals, certifications or clearances for our new products 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, our competitors may have developed or may in the future develop new products or technologies. With respect to our CooperVision products, these developments could include contact lenses with anti-microbial or anti-allergenic features, or “smart” contact lenses that incorporate electronics, which could lead to the obsolescence of one or more of our products. Competitors may also introduce new uses for contact lenses, such as for drug delivery or the control of myopia. With respect to CooperSurgical products and services, novel contraceptive devices or methods, genetic testing methods and disease treatments could reduce or eliminate demand for certain of our products and services. Failure to develop new product offerings and technological changes and to offer products that provide performance that is at least comparable to competing products could have a material adverse effect on our ~~business, financial condition and results of operations.~~business.

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We face risks related to environmental, social and governance matters.

~~Our~~We and our facilities are subject to a broad range of U.S federal, state, local and foreign environmental laws and requirements, including those governing discharges to the air and water, the handling or disposal of solid and hazardous substances and wastes, remediation of contamination associated with the release of hazardous substances at our facilities and offsite disposal locations and occupational safety and health. We have made, and will continue to make, expenditures to comply with such laws and requirements. Future events, such as changes in existing laws and regulations, or the enforcement thereof, or the discovery of contamination at our facilities, may give rise to additional compliance or remediation costs that could have a material adverse effect on our ~~business, financial condition and results of operations.~~business. Such laws and requirements are constantly changing, are different in every jurisdiction and can impose substantial fines and sanctions for violations. As a manufacturer of various products, we are exposed to some risk of claims with respect to environmental matters, and ~~there can~~we cannot be ~~no assurance~~assured that material costs or liabilities will not be incurred in connection with any such claims.

We continue to evaluate the necessary steps for compliance with regulations as they are enacted. These regulations include, for example, regulations enacted in the ~~European Union~~EU such as the Registration, Evaluation, Authorization and Restriction of Chemical Substances, which requires the registration of and regulates use of certain chemicals, the Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Directive, which regulates the use of certain hazardous substances in certain products our CooperSurgical division manufactures. These and similar legislation that has been or is in the process of being enacted in Japan, China and various states of the ~~U.S.~~United States may require us to re-design certain products to ensure compliance with the applicable laws and regulations.

In addition, new disclosure standards and rules related to environmental, social and corporate governance (ESG) matters have been adopted and may continue to be introduced in various states and other jurisdiction. For example, the European Union Corporate Sustainability Reporting Directive (CSRD) became effective in 2023 and applies to both EU and non-EU entities. In October 2023, California adopted new carbon and climate-related reporting requirements for large public and private companies doing business in the state. Further, the SEC is expected to finalize a climate change disclosure proposal in 2023. International ESG disclosure standards have also been produced (and further standards will be produced) under the auspices of the International Sustainability Standards Board (ISSB), which some countries (such as the UK) have indicated they may incorporate into ESG disclosure standards required of certain companies. As the nature, scope and complexity of ESG reporting, diligence and disclosure requirements expand, significant effort and expenses could be required to comply with the evolving requirements. As our disclosure obligations increase, third parties may make claims or bring litigation relating to those disclosures which may be costly.

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

There is an increasing focus from certain investors, customers, consumers, employees and other stakeholders concerning ESG matters. Additionally, public interest and legislative pressure related to public companies’ ESG practices continue to grow. If our ESG practices fail to meet regulatory requirements or investor, customer, consumer, employee or other stakeholders' evolving expectations and standards for responsible corporate citizenship in areas including environmental stewardship, support for local communities, Board of Director and employee diversity, human capital management, employee health and safety practices, product quality, supply chain management, corporate governance and transparency, our reputation, brand and employee retention may be negatively impacted, and our customers and suppliers may be unwilling to continue to do business with us.

Customers, consumers, investors and other stakeholders are increasingly focusing on environmental issues, including climate change, energy and water use, plastic waste and other sustainability concerns. Concern over climate change or plastics and packaging materials, in particular, may result in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment. Changing customer and consumer preferences or increased regulatory requirements may result in increased demands or requirements regarding plastics and packaging materials, including single-use and non-recyclable plastic products and packaging, other components of our products and their environmental impact on sustainability, or increased customer and consumer concerns or perceptions (whether accurate or inaccurate)

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regarding the effects of substances present in certain of our products. Complying with these demands or requirements could cause us to incur additional manufacturing, operating or product development costs.

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

If we do not retain our key personnel and attract and retain other highly skilled employees, our business could suffer.

If we fail to recruit, develop and retain the necessary personnel, our business and our ability to obtain new customers, develop new products and provide acceptable levels of customer service could suffer. The success of our business is heavily dependent on the leadership of our key management personnel. Our success also depends on our ability to recruit, develop and retain and motivate highly skilled sales, marketing, manufacturing engineering and scientific personnel. Competition for these persons in our industry is intense, and we may not be able to successfully recruit, train or retain qualified personnel. 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 trends continuing from the COVID-19 pandemic. Labor shortages and competition for qualified personnel could cause disruptions in our business operations.

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Provisions of our governing documents and Delaware law may have anti-takeover effects.

Certain provisions of our Second Restated Certificate of Incorporation and Amended and Restated By-Laws may inhibit changes in control of the Company not approved by our Board of Directors. These provisions include advance notice requirements for stockholder proposals and nominations. We also have the protections of Section 203 of the Delaware General Corporation Law, which could have anti-takeover effects.

Risks Relating to Government Regulation of Manufacture and Sale of Our Products and Services.

Legislative or regulatory reforms in the United States, Europe or other countries may make it more difficult and costly for us to obtain regulatory clearances, approvals or certifications for our products or to manufacture, market or distribute our products after clearance or approval is obtained.

From time to time, legislation is drafted and introduced in Congress that could significantly change the statutory provisions governing the regulation of drugs and medical devices. In addition, the FDA may change its premarket clearance and approval policies for drugs and medical devices, adopt additional regulations or revise existing regulations, or take other actions, which may prevent or delay approval or clearance of our future products under development or impact our ability to modify our currently cleared products on a timely basis. For example, over the last several years, the FDA has proposed reforms to its 510(k) clearance process, and such proposals could include increased requirements for clinical data and a longer review period, or could make it more difficult for manufacturers to utilize the 510(k) clearance process for their products.

In addition, FDA regulations and guidance are often revised or reinterpreted by the FDA in ways that may significantly affect our business and our products. Any new statutes, regulations or revisions or reinterpretations of existing regulations may impose additional costs or lengthen review times of any future products or make it more difficult to obtain clearance or approval for, manufacture, market or distribute our products. We cannot determine what effect changes in regulations, statutes, legal interpretation or policies, when and if promulgated, enacted or adopted may have on our business in the future. Such changes could, among other things, require additional testing prior to obtaining clearance or approval; changes to manufacturing methods; recall, replacement or discontinuance of our products; or additional record keeping.

In addition to traditional regulatory controls on drugs and medical devices, our business could be affected by emerging laws or regulations limiting our ability to offer certain of our products and services. For example, in the United States, the reversal by the U.S. Supreme Court of Roe v. Wade has raised concerns in the fertility industry that more restrictive laws could limit access to various reproductive services. New and emerging laws may be interpreted to limit access to contraceptive technologies or cryostorage services, which could adversely affect certain aspects of CooperSurgical’s business.

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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. 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.

These modifications may have an effect on the way we intend to develop our business in the EU and EEA. For example, as a result of the transition towards the new regimes, notified body review times have lengthened, and product introductions could be delayed or canceled. Additionally, only a few notified bodies have been designated for EU IVDR certification, which could adversely affect our ability to grow our business.

Following the end of the “Brexit” transitional period, from January 1, 2021, the Medicines and Healthcare products Regulatory Agency (MHRA) became the UK’s independent regulatory agency for medical devices. Post-Brexit, amendments have been made to the existing UK medical devices legislation which require medical devices to be registered with the MHRA before being placed on the Great Britain market. Manufacturers based outside of the UK need to appoint a UK Responsible Person to register devices with the MHRA. 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. However, the MHRA has recently confirmed that, subject to certain conditions, general medical devices compliant with the EU medical devices directive (EU MDD) or EU active implantable medical devices directive (EU AIMDD) with a valid declaration and CE marking can be placed on the Great Britain market up until the sooner of expiry of certificate or June 30, 2028. 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. The rules for placing medical devices on the Northern Ireland market will differ from those in Great Britain. These modifications may have an effect on the way we intend to conduct our business in these countries.

Our 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 device is placed on the market, numerous regulatory requirements apply, including the FDA's 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 medical device 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. The FDA and similar governmental bodies in other countries have the authority to require the recall of our products in the event of material deficiencies or defects in design or manufacture or in the event that a product poses an unacceptable risk to health. Medical device 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 device is found, or withdraw a product to improve device performance or for other reasons. The FDA requires that certain corrections or removals, including recalls, be reported to the FDA within ten working days of initiating the correction or removal. Recalls of any of our products may divert managerial and financial resources and have an adverse effect on our financial condition and results of operations. A recall could harm our reputation with customers and consumers which could reduce the sales of our products. In addition, the FDA or other foreign governmental agencies may implement enforcement actions in connection with a recall which could impair our product offerings and be harmful to our business and financial results.

If our manufacturing operations fail to comply with applicable regulations, our manufacturing could be delayed or disrupted, our products could be subject to recall, and sales and profitability could suffer.

Our manufacturing operations and processes are required to comply with numerous federal, state and foreign regulatory requirements, including the FDA's cGMP for medical devices, 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. We also are subject to state requirements and licenses applicable to manufacturers of medical devices. In addition, we must engage in extensive recordkeeping and reporting and must make available our manufacturing facilities and records for periodic unscheduled inspections by governmental agencies, including the FDA, state authorities and comparable agencies (as well as audits by notified bodies) in other countries. Failure to comply with QSR requirements and other applicable domestic or international regulatory requirements or to respond to any adverse inspectional observations or product safety issues could result in disruption of our operations and manufacturing delays in addition to, among other things, warning letters, significant fines, injunctions, suspension of approvals, seizures, recalls or import holds of products, operating restrictions and criminal prosecutions. As a result, any failure to comply with applicable requirements could adversely affect our product sales and profitability.

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On February 23, 2022, the FDA issued a proposed rule to amend the QSR regulations to align more closely with the International Organization for Standardization standards. This proposal has not yet been finalized or adopted. Accordingly, it is unclear the extent to which this or any other proposals, if adopted, could impose additional or different regulatory requirements on CooperVision and CooperSurgical that could increase the costs of compliance or otherwise create competition that may negatively affect our business.

The manufacture of pharmaceutical therapeutics, such as Paragard, is complex and requires significant expertise and capital investment. We and our contract manufacturers must comply with cGMP regulations and guidelines. Manufacturers of pharmaceutical therapeutics often encounter difficulties in production, including difficulties with production costs and yields, quality control, quality assurance testing, operator error, shortages of qualified personnel, as well as compliance with strictly enforced federal, state and foreign regulations. Furthermore, if microbial, viral or other contaminations are discovered in our therapeutics or in the manufacturing facilities in which our therapeutics, if approved, are made, such manufacturing facilities may need to be closed for an extended period of time to investigate and remedy the contamination. We cannot be assured that any stability or other issues relating to the manufacture of any of our therapeutics will not occur in the future. Additionally, our manufacturers may experience manufacturing difficulties due to resource constraints or as a result of labor disputes or unstable political environments. If our manufacturers were to encounter any of these difficulties, or otherwise fail to comply with their contractual obligations, our ability to provide any therapeutic candidates to patients in clinical trials would be jeopardized. Any delay or interruption in the supply of clinical trial supplies could delay the completion of clinical trials, increase the costs associated with maintaining clinical trial programs and, depending upon the period of delay, require us to commence new clinical trials at additional expense or terminate clinical trials completely.

Any adverse developments affecting clinical or commercial manufacturing of our therapeutics may result in shipment delays, inventory shortages, lot failures, therapeutic withdrawals or recalls, or other interruptions in the supply of our therapeutics or therapeutic candidates. We may also have to take inventory write-offs and incur other charges and expenses for therapeutics or therapeutic candidates that fail to meet specifications, undertake costly remediation efforts or seek more costly manufacturing alternatives. Accordingly, failures or difficulties faced at any level of our supply chain could materially adversely affect our business and delay or impede the development and commercialization of any of our therapeutics or therapeutic candidates and could have a material adverse effect on our business.

Our failure to comply with regulatory requirements or to receive regulatory clearance, approval or certification for our products or operations could adversely affect our business.

Our products and operations are subject to rigorous regulation by the FDA, and numerous other federal, state and foreign governmental authorities. In the United States, the FDA regulates virtually all aspects of medical device and pharmaceutical design, development, testing, manufacture, safety, labeling (including, for example, unique device identifier regulations), storage, recordkeeping, reporting, marketing, promotion, advertising and distribution, as well as product import and export. Our failure to comply with FDA regulations could lead to the imposition of administrative or judicial sanctions, including injunctions, fines, warning letters, suspensions or the loss of regulatory approvals, product recalls, termination of distribution or product seizures. In the most egregious cases, criminal sanctions or closure of our manufacturing facilities are possible.

Our medical devices and pharmaceutical products require clearance or approval by the FDA before they can be commercially distributed in the United States and may require similar approvals by foreign regulatory agencies before distribution in foreign jurisdictions. Medical devices and drug products may only be marketed for the indications for which they are approved or cleared. The process of obtaining, renewing and maintaining regulatory clearances and approvals to market a medical device, particularly from the FDA, can be costly and time consuming. We cannot be assured that such clearances and approvals will be granted on a timely basis, if at all, and significant delays in the introduction of any new products or product enhancements may occur, which could adversely affect our competitive position and results of operations. In addition, the FDA and authorities in foreign jurisdictions may change their policies, adopt additional regulations or revise existing regulations, each of which could prevent or delay premarket approval or clearance of our products, increase the cost of compliance, impose additional regulatory requirements on us, or otherwise impact our ability to market our currently approved or cleared products.

Modifications and enhancements to medical devices also require a new FDA clearance or approval if they could significantly affect its safety or effectiveness or would constitute a major change in its intended use, design or manufacture. The FDA requires every medical device manufacturer to make this determination in the first instance, but the FDA may review any manufacturer's decision. We have made modifications and enhancements to our medical devices that we do not believe require a new clearance or application, but we cannot confirm that the FDA will agree with our decisions. If the FDA requires us to seek clearance or approval for a modification of a previously cleared product for which we have concluded that new clearances or approvals are unnecessary, we may be required to cease marketing or to recall the modified product until we obtain clearance or approval, and we may be subject to significant regulatory fines or penalties, which could have a material adverse effect on our financial results and competitive position. We also cannot assure that we will be successful in obtaining clearances or approvals for our modifications, if required.

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Our efforts to promote some of our products and services via direct-to-consumer marketing initiatives may subject us to additional scrutiny by the FDA, FTC or other agencies. For example, we promote Paragard and cord blood and cord tissue storage directly to end consumers. Regulatory agencies may scrutinize our practices with respect to effective communication of risk information, benefits or claims with respect to such products.

Any failure to comply with ongoing regulatory requirements may significantly and adversely affect our ability to commercialize and generate revenue from our products and product candidates. If regulatory sanctions are applied or if regulatory approval is withdrawn, the value of our Company and our operating results may be adversely affected.

The FDA’s and other regulatory authorities’ policies may change and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of our product candidates. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may be subject to enforcement action and we may not achieve or sustain profitability, which would adversely affect our business. We also cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative or executive action, either in the United States or abroad.

Subject to transitional provisions and in order to sell our products in the EU, our products must respectively comply with general safety and performance requirements of the EU MDR and the EU IVDR. Compliance with these requirements is a prerequisite to be able to affix the European Conformity (CE) mark to our products, without which they cannot be sold or marketed in the EU. All medical devices placed on the market in the EU must meet the general safety and performance requirements laid down in the Annexes to the EU MDR and EU IVDR including that a medical device must be designed and manufactured in such a way that, during normal conditions of use, it is suitable for its intended purpose. Medical devices must be safe and effective and must not compromise the clinical condition or safety of patients, or the safety and health of users and, where applicable, other persons, provided that any risks which may be associated with their use constitute acceptable risks when weighed against the benefits to the patient and are compatible with a high level of protection of health and safety, taking into account the generally acknowledged state of the art. To demonstrate compliance with the general safety and performance requirements we must undergo a conformity assessment procedure, which varies according to the type of medical device and its (risk) classification. Except for low-risk medical devices (Class I) or general IVDs (Class A), where the manufacturer can self-assess the conformity of its products with the general safety and performance requirements (except for any parts which relate to sterility, metrology or reuse aspects of a medical device), a conformity assessment procedure requires the intervention of a notified body. Notified bodies are independent organizations designated by EU member states to assess the conformity of devices before being placed on the market. A notified body would typically audit and examine a product’s technical dossiers and the manufacturer’s quality system (notified body must presume that quality systems which implement the relevant harmonized standards—ISO 13485:2016 for Quality Management Systems—conform to these requirements). If satisfied that the relevant product conforms to the general safety and performance requirements, the notified body issues an EU certificate, which the manufacturer uses as a basis for its own declaration of conformity. The manufacturer may then apply the CE mark to the device, which allows the device to be placed on the market throughout the EU. If we fail to remain in compliance with applicable EU laws, directives or regulations, we would be unable to continue to affix the CE mark to our products, which would prevent us from selling them within the EU and EEA.

In the EU, regulatory authorities have the power to carry out announced and, if necessary, unannounced inspections of companies, as well as suppliers and/or sub-contractors and, where necessary, the facilities of professional users. Failure to comply with regulatory requirements (as applicable) could require time and resources to respond to the regulatory authorities’ observations and to implement corrective and preventive actions, as appropriate. Regulatory authorities have broad compliance and enforcement powers and if such issues cannot be resolved to their satisfaction can take a variety of actions, including untitled or warning letters, fines, consent decrees, injunctions, or civil or criminal penalties.

The EU regulatory landscape concerning medical devices (including IVDs) has recently evolved and the new requirements may have a significant effect on the way we conduct our business in the EU and the EEA. Following Brexit, the UK regulatory landscape concerning medical devices (including IVDs) is evolving and may have a significant effect on the way we conduct our business in the UK. See Risk Factors – “Legislative or regulatory reforms in the United States or Europe may make it more difficult and costly for us to obtain regulatory clearances, approvals or certifications for our products or to manufacture, market or distribute our products after clearance or approval is obtained”.

Development and marketing of our products are subject to strict governmental regulation by foreign regulatory agencies, and failure to receive, or delay in receiving, foreign qualifications or certifications could have a material adverse effect on our business.

In many of the foreign countries in which we market our products, we are subject to regulations affecting, among other things, product standards, packaging requirements, labeling requirements, import restrictions, tariff regulations, the reporting of certain payments to health care practitioners in certain markets (for example, the French anti-gift legislation),

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duties and tax requirements. Many of the regulations applicable to our devices and products in such countries are similar to those of the FDA.

The advertising and promotion of medical devices is subject to some general principles set forth in the EU legislation. Directive 2006/114/EC concerning misleading and comparative advertising and Directive 2005/29/EC on unfair commercial practices, while not specific to the advertising of medical devices, apply to the advertising thereof and contain general rules, for example, requiring that advertisements be evidenced, balanced and not misleading. Specific requirements are defined at a national level. EU member states’ laws related to the advertising and promotion of medical devices, which vary between jurisdictions, may limit or restrict the advertising and promotion of products to the general public and may impose limitations on promotional activities with healthcare professionals.

In many countries, the national health or social security organizations require our products to be qualified before they can be marketed with the benefit of reimbursement eligibility. To date, we have not experienced difficulty in complying with these regulations. However, our failure to receive, or delays in the receipt of, relevant foreign qualifications could have a material adverse effect on our business, financial condition and results of operations.

Increased regulatory scrutiny of genetic testing may adversely affect our business through increased costs and risks associated with gaining marketing approvals or certifications and potential decreased demand for our genetic testing services.

We offer certain genetic testing services to help identify the likelihood of pregnancy as well as identify possible disorders or diseases of a child prior to birth. Regulatory and legislative proposals addressing oversight of genetic testing have been introduced in the United States, and we expect that new proposals will be introduced from time to time both in the United States and in foreign countries in the future. 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). The FDA defines LDTs as a type of in vitro diagnostic test that is designed, manufactured, and used within a single laboratory. We believe our tests fall within the definition of an LDT. As a result, we believe our tests are not currently subject to the FDA’s enforcement of its medical device regulations and the applicable FDCA provisions. 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. This could significantly increase the costs and expenses of conducting, or otherwise harm, our business.

Legislative proposals addressing the FDA’s oversight of LDTs have been introduced by Congress in the past and new legislative proposals may be introduced from time to time in the future. The likelihood that Congress will pass such legislation and the extent to which such legislation may affect the FDA’s ability to enforce its medical device regulations with respect to certain LDTs is difficult to predict at this time. If the FDA ultimately begins to enforce its medical device requirements with respect to LDTs, our genetic tests may be subject to additional regulatory requirements imposed by the FDA, the nature and extent of which would depend upon applicable final guidance or regulation by the FDA or instruction by Congress. For example, as part of the Spring 2023 Unified Agenda, the FDA published a proposed rule to the Office of Management and Budget to amend FDA regulations to make explicit that LDTs are devices under the FDCA. If the FDA imposes significant changes to the regulation of LDTs it could reduce our revenue or increase our costs and adversely affect our business.

Any new FDA enforcement policies affecting LDTs or new legislation, regulations such as the EU IVDR regulation may result in increased regulatory burdens on our ability to continue marketing our genetic products and to develop and introduce new products in the future, which could reduce our revenue or increase our costs and adversely affect our business.

In addition, changes in the way the EU regulates LDTs could result in additional expenses for offering our current and any future tests or possibly delay or suspend development or commercialization of such tests. In the EU, the regulatory landscape has recently evolved and the general safety and performance requirements set out in the EU Good Manufacturing Practice guidelines are also applicable to devices manufactured and used only within health institutions. Manufacturers of such devices are required to demonstrate conformity with the general safety and performance requirements through performance evaluations and the manufacturer’s quality management system framework. The EU IVDR provides that, with the exception of the relevant general safety and performance requirements, the requirements imposed by the EU IVDR on in vitro diagnostic medical devices do not generally apply to devices manufactured and used only within health institutions established in the EU, provided that certain conditions are met. Under the EU IVDR, health institutions may manufacture, modify and use medical devices within such institutions, thereby addressing the specific needs of target patient groups on a non-industrial scale. Under such circumstances, where the LDTs are manufactured and used strictly within health institutions (which may include hospitals, laboratories, public health institutions that support the healthcare system and/or address patient needs but do not treat or care for patients directly), LDTs would continue to be

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exempt from regulation. However, compared to the EU IVDD, the exemptions for LDTs will, overall, be narrowed, as even in relation to LDTs, health institutions—among others—are required to provide information upon request on the use of such devices to their competent authority and each health institution will have to draw up a declaration which it will make publicly available. If these conditions are not met and/or diagnostic tests are manufactured and used only within health institutions but “on an industrial scale,” such tests will qualify as in vitro diagnostic medical devices with the full applicability of the EU IVDR. LDTs regulated by the EU IVDR will be subject to conformity assessments and inspections by the relevant competent authority, who will also review the declarations and statements made by the health institutions in relation to their LDTs. If our tests do not qualify for an exemption, we may be subject to the full application of the EU IVDR with respect to some or all of our existing, as well as future, tests, and we would be required to expend additional time and resources to complying with the requirements of the EU IVDR.

If we fail to comply with applicable federal, state, local and foreign laboratory licensing requirements, we could lose the ability to perform our genetic tests or experience disruptions to our business.

We are subject to the Clinical Laboratory Improvement Amendments of 1988 (CLIA), a federal law regulating clinical laboratories that perform testing on specimens derived from humans for the purpose of providing information for the diagnosis, prevention or treatment of disease. Our clinical laboratories must be certified under CLIA and ISO 15189 in order for us to perform testing on human specimens. In addition, our proprietary tests must also be recognized as part of our accredited programs under CLIA so that we can offer them in our laboratory. CLIA is intended to ensure the quality and reliability of clinical laboratories in the United States by mandating specific standards in the areas of personnel qualifications, administration, and participation in proficiency testing, patient test management, quality control, quality assurance and inspections. The law also requires us to maintain a state laboratory license to conduct testing in that state. In addition, we are subject to the UK Human Fertilization & Embryology Association (HFEA) regulating IVF. Our laboratories are located in Japan, the United Kingdom and United States, and we must maintain the requisite licenses in each jurisdiction.

Any sanction imposed under CLIA, its implementing regulations, or state or foreign laws or regulations governing licensure, or our failure to renew a CLIA certificate, a state or foreign license or accreditation, could have a material and adverse effect on our diagnostic testing business, operating results and financial condition. The CMS also has the authority to impose a wide range of sanctions, including revocation of the CLIA certification along with a bar on the ownership or operation of a CLIA-certified laboratory by any owners or operators of the deficient laboratory. If we were to lose our CLIA certification or required state or foreign licensure, we would not be able to operate our clinical laboratory and conduct our tests, worldwide or in particular jurisdictions, which would adversely impact our diagnostic testing business, operating results, and financial condition.

Our HCT/P products are subject to extensive government regulation and our failure to comply with these requirements could cause our business to suffer.

In the United States, we provide donor egg and sperm for fertility treatments, in addition to fertility cryopreservation services and newborn stem cell storage (cord blood and cord tissue). Donated reproductive tissues, including eggs and sperm, as well as cord blood and cord tissue, are regulated to by the FDA as human cells, tissues and cellular or tissue-based products (HCT/Ps). In the United States, we are marketing these HCT/Ps pursuant to Section 361 of the Public Health Service Act (PHSA) and 21 C.F.R. Part 1271 of FDA’s regulations. The so-called “361 HCT/Ps” are not currently subject to the FDA requirements to obtain marketing authorizations, so long as they meet certain criteria set forth in FDA regulations. However, HCT/Ps regulated as 361 HCT/Ps are currently subject to requirements relating to registering facilities and listing products with the FDA, as well as stringent requirements relating to processing, storing, labeling and distributing HCT/Ps, including, screening and testing for tissue donor eligibility, providing required labeling information, record keeping and adverse event reporting. If we fail to comply with these requirements, we could be subject to FDA allegations of noncompliance or enforcement action, including, for example, warning letters, fines, injunctions, product recalls or seizures, and, in the most serious cases, criminal penalties. To be regulated as 361 HCT/Ps, these products must meet the FDA’s criteria to be considered “minimally manipulated” and intended for “homologous use,” among other requirements. HCT/Ps that do not meet the criteria to be considered 361 HCT/Ps are subject to the FDA’s regulatory requirements applicable to medical devices, biologics or drugs, including, importantly, the requirement for premarket review and approval or clearance prior to marketing.

We believe our HCT/Ps are regulated solely under Section 361 of the PHSA, and therefore, we have not sought or obtained 510(k) clearance, PMA approval, or licensure through a Biologics License Application (BLA) for such HCT/Ps. However, the FDA could disagree with our determination that these human tissue products are 361 HCT/Ps and could determine that these products are biologics requiring a BLA or medical devices requiring 510(k) clearance or PMA approval, and could require that we cease marketing such products and/or recall them pending appropriate clearance, approval or licensure from the FDA, which would adversely affect our business.

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In addition, the FDA may in the future modify the scope of its enforcement discretion with respect to 361 HCT/Ps or change its position on which current or future products qualify as 361 HCT/Ps, or determine that some or all of our HCT/P products may not be lawfully marketed without a marketing authorization. Any regulatory changes could have adverse consequences for us and make it more difficult or expensive for us to conduct our business by requiring pre-market clearance or approval and compliance with additional post-market regulatory requirements with respect to those products.

Disruptions at the FDA and other government agencies or notified bodies caused by funding shortages or global health concerns could hinder their ability to hire, retain or deploy key leadership and other personnel, or otherwise prevent new or modified products from being developed, cleared or approved or commercialized in a timely manner or at all, which could negatively impact our business.

The ability of the FDA, foreign agencies and notified bodies to review and clear, approve or certify new products can be affected by a variety of factors, including government budget and funding levels, statutory, regulatory, and policy changes, the FDA’s, foreign agencies’ and notified bodies’ ability to hire and retain key personnel and accept the payment of user fees, and other events that may otherwise affect the FDA’s, foreign agencies’ and notified bodies’ ability to perform routine functions. Average review times at the FDA, foreign agencies and notified bodies have fluctuated in recent years as a result. In addition, government funding of other government agencies that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable. Disruptions at the FDA, foreign agencies and notified bodies and other agencies may also slow the time necessary for new drugs and medical devices or modifications to cleared or approved drugs and medical devices to be reviewed, approved and/or certified by necessary government agencies or notified bodies, which would adversely affect our business. For example, over the last several years, the United States government has shut down several times and certain regulatory agencies, such as the FDA, have had to furlough critical employees and stop critical activities.

Separately, in response to the COVID-19 pandemic, the FDA postponed most inspections of foreign and domestic manufacturing facilities. Even though the FDA has since resumed standard inspection operations of domestic facilities where feasible, the FDA has continued to monitor and implement changes to its inspectional activities to ensure the safety of its employees and those of the firms it regulates as it adapts to the evolving COVID-19 pandemic, and any resurgence of the virus or emergence of new variants may lead to further inspectional delays. Regulatory authorities outside the United States have adopted similar restrictions or other policy measures in response to the COVID-19 pandemic. If a prolonged government shutdown occurs, or if global health concerns continue to prevent the FDA, other regulatory authorities, or notified bodies from conducting their regular inspections, reviews, or other regulatory activities, it could significantly impact the ability of the FDA, other regulatory authorities or notified bodies to timely review and process our regulatory submissions, which could have a material adverse effect on our business.

In the EU, notified bodies must be officially designated to certify products and services in accordance with the EU MDR and EU IVDR. Several notified bodies have been designated under the EU MDR but only a few notified bodies have been designated under the EU IVDR so far. The COVID-19 pandemic has significantly slowed down their designation process and the current designated notified bodies are facing a large amount of requests with the new regulations, as a consequence of which review times may have lengthened. This situation may impact the ability of our notified body to timely review and process our regulatory submissions and perform its audits.

Ethical, legal and social concerns related to the use of genetic information, sperm and egg selection services and stem cells could reduce demand for our service offerings.

Genetic testing, sperm and egg selection services and the use of stem cells have raised ethical, legal and social issues regarding privacy and the appropriate uses of information related to these services. Government authorities could, for social or other purposes, limit or regulate the use of genetic information or genetic testing or prohibit testing for genetic predisposition to certain conditions, particularly for those that have no known cure. They also could limit, regulate or prohibit (1) sperm and egg selection services or (2) the use of stem cells. Ethical, legal or social concerns may lead patients to refuse to use, or physicians to be reluctant to order or recommend, genetic tests, sperm and egg selection services and stem cell storage services even if permissible. These and other ethical, legal and social concerns may limit market acceptance and adoption of our service offerings or reduce the potential markets for our service offerings, either of which could have an adverse effect on our business, financial condition and results of operations.

The costs of complying with the requirements of federal, state and foreign laws pertaining to the privacy and security of personal information, including health related information and the potential liability associated with failure to do so could materially adversely affect our ~~business and results of operations.~~business.

Numerous laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability and integrity of ~~individually~~personally identifiable information (PII), including protected health information (PHI). We collect and process ~~individually identifiable information~~PII in multiple ways in our various business lines and are subject to risk associated with compliance with many of these laws and regulations. Some of our businesses expose us to increasingly stringent regulations for handling personal information (where, for example, we collect or process ~~personal data~~PII deemed to be sensitive by regulatory authorities, such as PHI).

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Under U.S. law, HIPAA establishes national privacy and security standards for protection of PHI by covered entities ~~such as our genetics testing subsidiaries,~~ and the business associates with whom such entities contract for ~~services, including another one of our subsidiaries, Eye Care Prime LLC, which offers value-added software solutions for eye care professionals.~~services. HIPAA requires both covered entities and business associates to develop and maintain policies and procedures for PHI that is used or disclosed, and to adopt administrative, physical and technical safeguards to protect PHI. When we are acting as a business associate, our clients that are covered entities are mandated by HIPAA to enter into written agreements with us - known as business associate agreements - that require us to safeguard PHI in accordance with HIPAA. Our genetics testing subsidiaries are likewise required to enter into business associate agreements with any of their business associates.

Mandatory penalties for HIPAA violations can be significant. A single breach incident can result in violations of multiple standards. If a person knowingly or intentionally obtains or discloses PHI in violation of HIPAA requirements, criminal penalties may also be imposed.

We maintain technical, organizational and contractual safeguards that we believe are reasonable and appropriate to protect the privacy and security of PHI and other personally identifiable information consistent with applicable ~~law~~laws and our contractual obligations; however, ~~our systems may be vulnerable to physical break-ins, viruses, hackers, and other potential sources of security breaches. In addition,~~ we may not be able to prevent incidences of inappropriate use or unauthorized access to PHI by our employees, contractors or ~~contractors,~~external factors, despite the safeguards. Any such breaches of our systems or those of our vendors, customers or other third parties could result in exposure to liability under federal and state laws and/or under our contractual arrangements and could adversely impact our business.

~~Even when HIPAA does not apply, according~~We are also subject to various other laws in the FTC, violating consumers’ privacy rights or failing to take appropriate steps to keep consumers’ personal information secure may constitute unfair acts or practices in or affecting commerce in violation ofUnited States such as Section 5(a) of the Federal Trade Commission ~~Act. The FTC expects~~Act, which requires a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce ~~vulnerabilities.~~

~~Further, California enacted~~vulnerabilities and the CCPA, which ~~went into effect on January 1, 2020. The CCPA~~ gives California residents certain rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that ~~is expected to increase~~has increased the likelihood of, and risks associated with data breach litigation. ~~Although there are limited exemptions for health-related information, including PHI and clinical trial data, the CCPA may increase our compliance costs and potential liability.~~ Further, the ~~CPRA,~~California Privacy Rights Act, which ~~will go~~went into effect on January 1, 2023, significantly amends the CCPA and ~~will impose~~imposes additional data protection obligations on covered businesses, including additional consumer rights processes, limitations on data uses, new audit requirements for higher risk processing, and opt outs for certain uses of sensitive data. It ~~will~~ also ~~create~~creates a new California data protection agency authorized to issue substantive regulations and could result in increased privacy and information security enforcement. Similar laws have been proposed or enacted in other states and at the federal level, and when passed, such laws may have potentially conflicting requirements that would make compliance challenging.

We are also subject to laws and regulations in countries other than ~~U.S.~~United States covering data privacy and the protection of health-related and other personal information. EU and EEA member states and other jurisdictions have adopted data protection laws and regulations, which impose significant compliance obligations. For example, the GDPR ~~went into effect on May~~

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~~25, 2018, and~~ imposes stringent operational requirements for processors and controllers of personal data in the context of an establishment in the EEA or the processing of personal data of individuals within the EEA ~~including, for example, expanded disclosures about how~~and increases the scrutiny of transfer of personal ~~information is~~data from the EEA. Following the UK's withdrawal from the EEA and the EU, and the expiry of the transition period, companies will have to ~~be used, limitations on retention of information, increased requirements pertaining to health data~~comply with the GDPR and pseudonymized (e.g. key-coded) data, mandatory data breach notification requirements, handling data subject access requests and higher standards for data controllers to demonstrate that they have obtained valid consent for certain data processing activities.the GDPR as incorporated into the UK national law (the UK GDPR). In addition, countries of the EEA may impose further obligations relating to the processing of genetic, biometric or health data, which could further add to our compliance costs and limit how we process this information. Some of the personal data we process in respect of clinical trial participants is special category or sensitive personal data under the GDPR, and subject to additional compliance obligations and to local law derogations. We may be subject to diverging requirements under EU member state laws and UK ~~law, such~~law. We are also subject to China's Personal Information Protection Law (PIPL), which imposes requirements regarding processing PII, data localization and cross-border transfers of PII, as ~~whether consent can be used~~well as a number of other laws in the ~~legal basis for processing in clinical trials and the roles, responsibilities and liabilities as between contract research organizations and sponsors.~~Asia Pacific area, As these laws develop, we may need to make operational changes to adapt to these diverging rules, which could increase our costs and adversely affect our business.

In addition, the GDPR increases the scrutiny of transfers of personal data from the EEA, including from clinical trial sites located in the EEA, to the U.S. and other jurisdictions that the European Commission does not recognize as having “adequate” data protection laws. In July 2020, the Court of Justice of the European Union issued its judgment in the Schrems II case and limited how organizations could lawfully transfer personal data from the EEA to the U.S. by invalidating the EU-US Privacy Shield and imposing further restrictions on use of the standard contractual clauses, which could increase our costs and our ability to efficiently process personal data from the EEA. Indeed, while the CJEU upheld the adequacy of the standard contractual clauses (a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism, and potential alternative to the Privacy Shield), it made clear that reliance on them alone may not necessarily be sufficient in all circumstances. Use of the standard contractual clauses must now be assessed on a case-by-case basis taking into account the legal regime applicable in the destination country, in particular applicable surveillance laws and rights of individuals and additional measures and/or contractual provisions may need to be put in place. Subsequent European court and regulator decisions have taken a restrictive approach to international data transfers. On June 4, 2021, the European Commission adopted the new standard contractual clauses for the transfer of personal data to third countries (New SCCs). The New SCCs combine general clauses applicable in all cases with four modules that are adapted to different transfer scenarios. While the New SCCs better address the Schrems II requirements and the modern digital economy, with its diverse processing realities and often complex processing chains with multiple parties and sometimes changing roles, they are generally more complicated to prepare and adopt. On June 18, 2021, the European Data Protection Board issued Recommendations 01/2020 on measures that supplement transfer tools to ensure compliance with the EU level of protection of personal data.

The European Commission has adopted an adequacy decision in favor of the UK, enabling data transfers from EU member states to the UK without additional safeguards. However, the UK adequacy decision will automatically expire in June 2025 unless the European Commission re-assesses and renews/extends that decision, and remains under review by the Commission during this period. The relationship between the UK and the EU in relation to certain aspects of data protection law remains unclear, and it is unclear how UK data protection laws and regulations will develop in the medium to longer term, and how data transfers to and from the UK will be regulated in the long term, which exposes us to further compliance risk.

Compliance with U.S. and foreign privacy and security laws, rules and regulations could require us to take on more onerous obligations in our contracts, require us to engage in costly compliance exercises, restrict our ability to collect, use and disclose data, or in some cases, impact our or our partners’ or suppliers’ ability to operate in certain jurisdictions. Each of these constantly evolving laws can be subject to varying interpretations. Any failure or perceived failure by us to comply with privacy or security laws, policies, legal obligations or industry standards or any security incident that results in the unauthorized release or transfer of ~~personally identifiable information~~PII may result in governmental enforcement actions and investigations including by European Data Protection Supervisory Authorities, fines and penalties, litigation, and/or adverse publicity, including by consumer advocacy groups, and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business. For example, companies that must comply with the GDPR face increased compliance obligations and risk, including more robust regulatory enforcement of data protection requirements and potential fines for noncompliance of up to €20 million or 4% of the annual global revenues of the noncompliant undertaking, whichever is greater. Additionally, following the UK’s withdrawal from the EEA and the EU, and the expiry of the transition period, companies will have to comply with the GDPR and the GDPR as incorporated into the UK national law (the UK GDPR), the latter regime having the ability to separately fine up to the greater of £17.5 million or 4% of annual global turnover. In addition to fines, a breach of the GDPR and/or UK GDPR may result in regulatory investigations, reputational damage, orders to cease or change our data processing activities, enforcement notices, assessment notices for a compulsory audit and/or civil claims ~~(including~~(including class actions). , adverse publicity and reputational damage.Such failures could have a material adverse effect on our financial condition and operations. If the third parties we work with violate applicable laws, contractual obligations or suffer a security breach, such violations may also put us in breach of our obligations under privacy laws and regulations and could in turn have a material adverse effect on our business.

When we acquire companies or business that engage personal data processing, we may become subject to additional regulation or scrutiny, particularly if such activity is different in nature from what we have done in the past. For example,

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with the recent addition of cord blood and cord tissue storage (and other cryostorage) businesses, we interact directly with our customers and collect and maintain personal information regarding our customers and donors. Acquisitions like this could subject us to additional regulatory and consumer liability risk and the cost of analyzing and integrating new privacy compliance programs.

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Changes in legislation and government regulation of the health care industry both in the United States and internationally, as well as third-party payors' efforts to control the costs of health care could materially adversely affect our business.

The ACA made extensive changes to the delivery of health care in the ~~U.S.~~United States. Among the provisions of the ACA, of greatest importance to the medical device industry and pharmaceutical industry are the following:

•Establishment of the Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with funding for such research;

•Payment system reforms including a national pilot program on payment bundling to encourage hospitals, physicians and other providers to improve the coordination, quality and efficiency of certain health care services through bundled payment models;

•Establishment of a Center for Medicare & Medicaid Innovation at CMS to test innovative payment and service delivery models to lower Medicare and Medicaid spending; and

•An increase in the statutory minimum rebates a manufacturer must pay under the Medicaid Drug Rebate Program to 23.1% and 13% of the average manufacturer price for most branded and generic drugs, respectively.

These measures could result in decreased net revenues or increased expenses from our fertility, office and surgical ~~products~~portfolios and decrease potential returns from our development efforts.

Other legislative changes have been proposed and adopted since the ACA was enacted. The Budget Control Act of 2011, among other things, included aggregate reductions to Medicare payments to providers. In addition, the Medicare Access and CHIP Reauthorization Act of 2015, among other things, repealed the formula by which Medicare made annual payment adjustments to physicians and replaced the former formula with fixed annual updates and a new system of incentive payments began in 2019 that are based on various performance measures and physicians’ participation in alternative payment models such as accountable care organizations.

Other legislative changes have been proposed and adopted in the ~~U.S.~~United States since the ACA was enacted. For example, on March 11, 2021, President Biden signed the American Rescue Plan Act of 2021 into law, which eliminates the statutory Medicaid drug rebate cap, currently set at 100% of a drug’s average manufacturer price (AMP), beginning January 1, 2024. Most recently, on August 16, 2022, the Inflation Reduction Act of 2022, or IRA, was signed into law. Among other things, the IRA requires manufacturers of certain drugs to engage in price negotiations with Medicare (beginning in 2026), with prices that can be negotiated subject to a cap; imposes rebates under Medicare Part B and Medicare Part D to penalize price increases that outpace inflation (first due in 2023); and replaces the Part D coverage gap discount program with a new discounting program (beginning in 2025). The IRA permits the Secretary of the Department of Health and Human Services (HHS) to implement many of these provisions through guidance, as opposed to regulation, for the initial years. For that and other reasons, it is currently unclear how the IRA will be effectuated and the impact of the IRA on the pharmaceutical industry cannot yet be fully determined.

In foreign countries where we market our products, recent healthcare reform has taken place as well. For instance, in December 2021, the EU Regulation No 2021/2282 on Health Technology Assessment (HTA) amending Directive 2011/24/EU was adopted. ~~This~~While the regulation ~~which became effective~~entered into force in January 2022, it will only begin to apply from January 2025 onwards, with preparatory and implementation-related steps to take place in the interim. Once the regulation becomes applicable, it will have a phased implementation depending on the concerned products. This regulation intends to boost cooperation among EU member states in assessing health technologies, including ~~some~~certain high-risk medical devices, and providing the basis for cooperation at the EU level for joint clinical assessments in these areas. The regulation ~~foresees a three-year transitional period and~~ will permit EU member states to use common HTA tools, methodologies, and procedures across the EU, working together in four main areas, including joint clinical assessment of the innovative health technologies with the most potential impact for patients, joint scientific consultations whereby developers can seek advice from HTA authorities, identification of emerging health technologies to identify promising technologies early, and continuing voluntary cooperation in other areas. Individual EU member states will continue to be responsible for assessing non-clinical (e.g., economic, social, ethical) aspects of health technologies, and making decisions on pricing and reimbursement.

We expect that additional state, federal and foreign health care reform measures will be adopted in the future, including those initiatives affecting coverage and reimbursement for our products, any of which could limit the amounts that federal state and foreign governments will pay for health care products and services, which could adversely affect the growth of the market for our products or demand for our products, or result in additional pricing pressures. Also, any adoption of

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health care reform proposals on a state-by-state basis could require us to develop state-specific marketing and sales approaches. We cannot predict the effect such reforms or the prospect of their enactment may have on our business.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

In addition, third-party payors, whether governmental or commercial, whether inside the ~~U.S.~~United States or abroad, increasingly attempt to contain or reduce the costs of health care. These cost-control methods include prospective payment systems, capitated rates, group purchasing, redesign of benefits, requiring pre-authorizations or second opinions prior to certain medical procedures, encouragement of healthier lifestyles and exploration of more cost-effective methods of delivering health care. Although cost controls or other requirements imposed by third-party payors have not historically had a significant effect on contact lens prices or distribution practices, this could change in the future and could adversely affect our ~~business, financial condition and results of operations.~~business.

We may enroll as in-network providers and suppliers with certain payors. Although, becoming an in-network provider or enrolling as a supplier means that we have agreed with these payors to provide certain of our tests at negotiated rates, it does not obligate any physicians to order our tests or guarantee that we will receive reimbursement for our tests from these or any other payors at adequate levels. Thus, these payor relationships, or any similar relationships we may establish in the future, may not result in acceptable levels of reimbursement for our tests or meaningful increases in our physician customer base. We cannot predict whether, under what circumstances, or at what payment levels payors will cover and reimburse for our tests. If we fail to establish and maintain broad coverage and reimbursement for our tests, our ability to generate increased revenue and grow our test volume and customer base could be limited and our future prospects and our business could suffer.

Laws pertaining to health care fraud and abuse could materially adversely affect our ~~business, financial condition and results of operations.~~business.

We may be subject to various federal, state and foreign laws pertaining to health care fraud and abuse, including anti-kickback, physician self-referral false claims and physician payment transparency laws and regulations. These laws may constrain the business or financial arrangements and relationships through which we conduct our operations, including our commercial laboratory operations and how we research, market, sell and distribute any products for which we obtain marketing approval. Such laws include:

•the federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving or providing any remuneration (including any kickback, bribe or certain rebates), directly or indirectly, overtly or covertly, in cash or in kind, in return for, either the referral of an individual or the purchase, lease, or order, or arranging for or recommending the purchase, lease, or order of any good, facility, item or service, for which payment may be made, in whole or in part, under a federal healthcare program such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or specific intent to violate it in order to have committed a violation;

•the federal physician self-referral prohibitions, commonly known as the Stark Law, which generally prohibit entities from billing a patient or the Medicare or Medicaid programs for certain designated health services, including clinical laboratory services, when the physician ordering the service, or any member of such physician’s immediate family, has a financial interest, such as an ownership or investment interest in or compensation arrangement with us, unless the arrangement meets an exception to the prohibition. These prohibitions apply regardless of any intent by the parties to induce or reward referrals or the reasons for the financial relationship and the referral;

•the federal false claims laws, including the civil False Claims Act, and civil monetary penalties laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, to the federal government, claims for payment or approval that are false or fraudulent, or knowingly making, using or causing to be made or used, a false record or statement material to a false or fraudulent claim, or knowingly making or causing to be made a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute or Stark Law constitutes a false or fraudulent claim for purposes of the civil False Claims Act;

•the federal Health Insurance Portability and Accountability Act of 1996, which imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement, in connection with the delivery of, or payment for, healthcare benefits, items or services. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

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•the federal Physician Payments Sunshine Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to the CMS, information related to payments and other “transfers of value” made to physicians (defined to include doctors, dentists, optometrists, podiatrists and

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

chiropractors), certain non-physician practitioners including physician assistants and nurse practitioners, and teaching hospitals, as well as ownership and investment interests held by ~~such healthcare professionals~~physicians and their immediate family ~~members. Beginning in 2022, applicable manufacturers also will be required to report such information regarding payments~~members; and ~~transfers of value provided during the previous year to physician assistants, nurse practitioners, clinical nurse specialists, certified nurse anesthetists and certified nurse-midwives; and~~

•analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, which may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers and self-pay patients; some state laws that require biotechnology companies to comply with the industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government and may require drug and device manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; some state laws that require biotechnology companies to report information on the pricing of certain drug products; and some state and local laws that require the registration of sales representatives.

In addition, federal government price reporting laws, among other things, require us to calculate and report complex pricing metrics to government programs, where such reported prices may be used in the calculation of reimbursement and/or discounts on our marketed drugs. Participation in these programs and compliance with the applicable requirements may subject us to potentially significant discounts on our products, increased infrastructure costs and potentially limit our ability to offer certain marketplace discounts.

Violations of these laws are punishable by criminal and civil sanctions, including, in some instances, exclusion from participation in federal and state health care programs, including Medicare, Medicaid, Veterans Administration health programs and TRICARE. Similarly, if the physicians or other providers or entities with whom we do business are found to be non-compliant with applicable laws, they may be subject to sanctions, which could indirectly have a negative impact on our business, financial condition and results of operations. Because of the complex and far-reaching nature of these laws, ~~there can~~we cannot be ~~no assurance~~assured that we would not be required to alter one or more of our practices to be in compliance with these laws. Any violations of these laws or regulations could result in a material adverse effect on our business, financial condition and results of operations. In addition, changes in these laws, regulations, or administrative or judicial interpretations, may require us to further change our business practices or subject our existing business practices to legal challenges, which could have a material adverse effect on our ~~business, financial condition and results of operations.~~

Legislative or regulatory reforms in the United States or Europe may make it more difficult and costly for us to obtain regulatory clearances, approvals or certifications for our products or to manufacture, market or distribute our products after clearance or approval is obtained.

From time to time, legislation is drafted and introduced in Congress that could significantly change the statutory provisions governing the regulation of medical devices. In addition, the FDA may change its clearance and approval policies, adopt additional regulations or revise existing regulations, or take other actions, which may prevent or delay approval or clearance of our future products under development or impact our ability to modify our currently cleared products on a timely basis. For example, over the last several years, the FDA has proposed reforms to its 510(k) clearance process, and such proposals could include increased requirements for clinical data and a longer review period, or could make it more difficult for manufacturers to utilize the 510(k) clearance process for their products.

In addition to traditional regulatory controls on medical devices, our business could be affected by emerging laws or regulations limiting our ability offer certain of our products and services. For example, in the U.S., the reversal by the U.S. Supreme Court of Roe v. Wade has raised concerns in the fertility industry that more restrictive laws could limit access to various reproductive services. New and emerging laws may be interpreted to limit access to contraceptive technologies or cryostorage services, which could adversely affect certain aspects of CooperSurgical’s business.

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In addition, the EU landscape concerning medical devices (including IVDs) has recently evolved. A new set of two EU regulations have been adopted on April 5, 2017. On May 26, 2021, the EU MDR became applicable and replaced previous directives. As to the EU IVDR, it became applicable on May 26, 2022. 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 EU IVDR fully applies since May 26, 2022 but there will be 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. 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 Medicines and Healthcare products Regulatory Agency (MHRA) became the UK’s independent regulatory agency for medical devices. Post-Brexit, amendments have been made to the existing UK medical devices legislation which require medical devices to be registered with the MHRA before being placed on the Great Britain market. Manufacturers based outside of the UK need to appoint a UK Responsible Person to register devices with the MHRA. 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 amendments to the legislation will soon be published by the government and should become applicable by July 1, 2023 so that medical devices placed on the market in Great Britain (England, Scotland, and Wales) will require a UK Conformity Assessment (UKCA) mark. However, within the government’s consultation response, it has proposed that transition periods will be included in the revised legislation so that products with existing and valid conformity assessments (CE mark or UKCA mark) could continue to be placed on the Great Britain market for a maximum of 3-5 years after July 1, 2023, depending on which legislation the medical device has been certified under. IVDs with valid certification can continue to be placed on the market until the earlier of certificate expiry or for a period of five years following publication of the new regulations. However, UKCA marking alone will not be recognized in the EU. The rules for placing medical devices on the Northern Ireland market will differ from those in Great Britain. These modifications may have an effect on the way we intend to conduct our business in these countries.

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

After a device is placed on the market, numerous regulatory requirements apply, including the FDA's 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, which prohibit the promotion of products for unapproved or “off-label” uses and impose other restrictions on labeling; and medical device 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. The FDA and similar governmental bodies in other countries have the authority to require the recall of our products in the event of material deficiencies or defects in design or manufacture or in the event that a product poses an unacceptable risk to health. Medical device 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 device is found, or withdraw a product to improve device performance or for other reasons. The FDA requires that certain classifications of recalls be reported to the FDA within 10 working days after the recall is initiated. Recalls of any of our products may divert managerial and financial resources and have an adverse effect on our financial condition and results of operations. A recall could harm our reputation with customers and consumers which could reduce the sales of our products. In addition, the FDA or other foreign governmental agencies may implement enforcement actions in connection with a recall which could impair our product offerings and be harmful to our business and financial results.

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

~~Our failure to comply with regulatory requirements or to receive regulatory clearance, approval or certification for our products or operations could adversely affect our business.~~

Our products and operations are subject to rigorous regulation by the FDA, and numerous other federal, state and foreign governmental authorities. In the U.S., the FDA regulates virtually all aspects of medical device and pharmaceutical design, development, testing, manufacture, safety, labeling (including, for example, unique device identifier regulations), storage, recordkeeping, reporting, marketing, promotion, advertising and distribution, as well as product import and export. Our failure to comply with FDA regulations could lead to the imposition of administrative or judicial sanctions, including injunctions, fines, warning letters, suspensions or the loss of regulatory approvals, product recalls, termination of distribution or product seizures. In the most egregious cases, criminal sanctions or closure of our manufacturing facilities are possible.

Our medical devices and pharmaceutical products require clearance or approval by the FDA before they can be commercially distributed in the U.S. and may require similar approvals by foreign regulatory agencies before distribution in foreign jurisdictions. Medical devices and drug products may only be marketed for the indications for which they are approved or cleared. The process of obtaining, renewing and maintaining regulatory clearances and approvals to market a medical device, particularly from the FDA, can be costly and time consuming. There can be no assurance that such clearances and approvals will be granted on a timely basis, if at all, and significant delays in the introduction of any new products or product enhancements may occur, which could adversely affect our competitive position and results of operations. In addition, the FDA and authorities in foreign jurisdictions may change their policies, adopt additional regulations or revise existing regulations, each of which could prevent or delay premarket approval or clearance of our products, increase the cost of compliance, impose additional regulatory requirements on us, or otherwise impact our ability to market our currently approved or cleared products.

Modifications and enhancements to medical devices also require a new FDA clearance or approval if they could significantly affect its safety or effectiveness or would constitute a major change in its intended use, design or manufacture. The FDA requires every manufacturer to make this determination in the first instance, but the FDA may review any manufacturer's decision. We have made modifications and enhancements to our medical devices that we do not believe require a new clearance or application, but we cannot confirm that the FDA will agree with our decisions. If the FDA requires us to seek clearance or approval for a modification of a previously cleared product for which we have concluded that new clearances or approvals are unnecessary, we may be required to cease marketing or to recall the modified product until we obtain clearance or approval, and we may be subject to significant regulatory fines or penalties, which could have a material adverse effect on our financial results and competitive position. We also cannot assure that we will be successful in obtaining clearances or approvals for our modifications, if required.

The FDA’s and other regulatory authorities’ policies may change and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of our product candidates. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may be subject to enforcement action and we may not achieve or sustain profitability, which would adversely affect our business, prospects, financial condition and results of operations. We also cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative or executive action, either in the U.S. or abroad.

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requirements laid down in the Annexes to the EU MDR and EU IVDR including that a medical device must be designed and manufactured in such a way that, during normal conditions of use, it is suitable for its intended purpose. Medical devices must be safe and effective and must not compromise the clinical condition or safety of patients, or the safety and health of users and, where applicable, other persons, provided that any risks which may be associated with their use constitute acceptable risks when weighed against the benefits to the patient and are compatible with a high level of protection of health and safety, taking into account the generally acknowledged state of the art. To demonstrate compliance with the general safety and performance requirements we must undergo a conformity assessment procedure, which varies according to the type of medical device and its (risk) classification. Except for low-risk medical devices (Class I) or general IVDs (Class A), where the manufacturer can self-assess the conformity of its products with the general safety and performance requirements (except for any parts which relate to sterility, metrology or reuse aspects of a medical device), a conformity assessment procedure requires the intervention of a notified body. Notified bodies are independent organizations designated by EU member states to assess the conformity of devices before being placed on the market. A notified body would typically audit and examine a product’s technical dossiers and the manufacturers’ quality system (notified body must presume that quality systems which implement the relevant harmonized standards—ISO 13485:2016 for Quality Management Systems—conform to these requirements). If satisfied that the relevant product conforms to the general safety and performance requirements, the notified body issues a certificate of conformity, which the manufacturer uses as a basis for its own declaration of conformity. The manufacturer may then apply the CE mark to the device, which allows the device to be placed on the market throughout the EU. If we fail to remain in compliance with applicable EU laws, directives or regulations, we would be unable to continue to affix the CE mark to our products, which would prevent us from selling them within the EU and EEA.

We offer certain genetic testing services to help identify the likelihood of pregnancy as well as identify possible disorders or diseases of a child prior to birth. Regulatory and legislative proposals addressing oversight of genetic testing have been introduced in the U.S., and we expect that new proposals will be introduced from time to time both in the U.S. and in foreign countries in the future. 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. As a result, we believe our tests are not currently subject to the FDA’s enforcement of its medical device regulations and the applicable FDCA provisions. 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. This could significantly increase the costs and expenses of conducting, or otherwise harm, our business.

Legislative proposals addressing the FDA’s oversight of LDT have been introduced by Congress in the past and new legislative proposals may be introduced from time to time in the future. The likelihood that Congress will pass such legislation and the extent to which such legislation may affect the FDA’s ability to enforce its medical device regulations

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with respect to certain LDT is difficult to predict at this time. If the FDA ultimately begins to enforce its medical device requirements with respect to LDT, our genetic tests may be subject to additional regulatory requirements imposed by the FDA, the nature and extent of which would depend upon applicable final guidance or regulation by the FDA or instruction by Congress. If the FDA imposes significant changes to the regulation of LDT it could reduce our revenue or increase our costs and adversely affect our business, prospects, results of operations or financial condition.

Any new FDA enforcement policies affecting LDT or new legislation, regulations such as the EU IVDR regulation may result in increased regulatory burdens on our ability to continue marketing our genetic products and to develop and introduce new products in the future, which could reduce our revenue or increase our costs and adversely affect our business, prospects, results of operations or financial condition.

We are subject to the Clinical Laboratory Improvement Amendments of 1988 (CLIA), UK Human Fertilization & Embryology Association (HFEA) regulating IVF, a federal law regulating clinical laboratories that perform testing on specimens derived from humans for the purpose of providing information for the diagnosis, prevention or treatment of disease. Our clinical laboratories must be certified under CLIA and ISO 15189 in order for us to perform testing on human specimens. In addition, our proprietary tests must also be recognized as part of our accredited programs under CLIA so that we can offer them in our laboratory. CLIA is intended to ensure the quality and reliability of clinical laboratories in the U.S. by mandating specific standards in the areas of personnel qualifications, administration, and participation in proficiency testing, patient test management, quality control, quality assurance and inspections. The law also requires us to maintain a state laboratory license to conduct testing in that state. Our laboratories are located in Japan, the UK and U.S., and we must maintain the requisite licenses in each jurisdiction.

Any sanction imposed under CLIA, its implementing regulations, or state or foreign laws or regulations governing licensure, or our failure to renew a CLIA certificate, a state license or accreditation, could have a material and adverse effect on our diagnostic testing business, operating results and financial condition. The CMS also has the authority to impose a wide range of sanctions, including revocation of the CLIA certification along with a bar on the ownership or operation of a CLIA-certified laboratory by any owners or operators of the deficient laboratory. If we were to lose our CLIA certification or required state licensure, we would not be able to operate our clinical laboratory and conduct our tests, in full or in particular states, which would adversely impact our diagnostic testing business, operating results, and financial condition.

~~Our HCT/P products are subject to extensive government regulation and our failure to comply with these requirements could cause our business to suffer.~~

In the U.S., we provide donor egg and sperm for fertility treatments, in addition to fertility cryopreservation services and newborn stem cell storage (cord blood and cord tissue). Donated reproductive tissues, including eggs and sperm, as well as cord blood and cord tissue, are regulated to by the FDA as human cells, tissues and cellular or tissue-based products (HCT/Ps). In the U.S., we are marketing these HCT/Ps pursuant to Section 361 of the Public Health Service Act (PHSA) and 21 C.F.R. Part 1271 of FDA’s regulations. The so-called “361 HCT/Ps” are not currently subject to the FDA requirements to obtain marketing authorizations, so long as they meet certain criteria set forth in FDA regulations. However, HCT/Ps regulated as 361 HCT/Ps are currently subject to requirements relating to registering facilities and listing products with the FDA, as well as stringent requirements relating to processing, storing, labeling and distributing HCT/Ps, including, screening and testing for tissue donor eligibility, providing required labeling information, record keeping and adverse event reporting. If we fail to comply with these requirements, we could be subject to FDA allegations of noncompliance or enforcement action, including, for example, warning letters, fines, injunctions, product recalls or seizures, and, in the most serious cases, criminal penalties. To be regulated as 361 HCT/Ps, these products must meet the FDA’s criteria to be considered “minimally manipulated” and intended for “homologous use,” among other requirements. HCT/Ps that do not meet the criteria to be considered 361 HCT/Ps are subject to the FDA’s regulatory requirements applicable to medical devices, biologics or drugs, including, importantly, the requirement for premarket review and approval or clearance prior to marketing.

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The ability of the FDA, foreign agencies and notified bodies to review and clear, approve or certify new products can be affected by a variety of factors, including government budget and funding levels, statutory, regulatory, and policy changes, the FDA’s, foreign agencies’ and notified bodies’ ability to hire and retain key personnel and accept the payment of user fees, and other events that may otherwise affect the FDA’s, foreign agencies’ and notified bodies’ ability to perform routine functions. Average review times at the FDA, foreign agencies and notified bodies have fluctuated in recent years as a result. In addition, government funding of other government agencies that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable. Disruptions at the FDA, foreign agencies and notified bodies and other agencies may also slow the time necessary for new drugs and medical devices or modifications to cleared or approved drugs and medical devices to be reviewed, approved and/or certified by necessary government agencies or notified bodies, which would adversely affect our business. For example, over the last several years, the U.S. government has shut down several times and certain regulatory agencies, such as the FDA, have had to furlough critical employees and stop critical activities.

Separately, in response to the COVID-19 pandemic, starting in March 2020, the FDA postponed most inspections of foreign and domestic manufacturing facilities. Subsequently, in July 2020, the FDA resumed certain on-site inspections of domestic manufacturing facilities subject to a risk-based prioritization system. The FDA utilized this risk-based system to assist in determining when and where it was safest to conduct prioritized domestic inspections. In May 2021, the FDA outlined a detailed plan to move toward a more consistent state of inspectional operations, and in July 2021, the FDA resumed standard inspectional operations of domestic facilities. Since that time, the FDA has continued to monitor and implement changes to its inspectional activities to ensure the safety of its employees and those of the firms it regulates as it adapts to the evolving COVID-19 pandemic. Regulatory authorities outside the U.S. have adopted similar restrictions or other policy measures in response to the COVID-19 pandemic. If a prolonged government shutdown occurs, or if global health concerns continue to prevent the FDA, other regulatory authorities or notified bodies from conducting their regular inspections, reviews, or other regulatory activities, it could significantly impact the ability of the FDA, other regulatory authorities or notified bodies to timely review and process our regulatory submissions, which could have a material adverse effect on our business.

~~Ethical, legal and social concerns related to the use of genetic information, sperm and egg selection services and stem cells could reduce demand for our service offerings.~~

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acceptance and adoption of our service offerings or reduce the potential markets for our service offerings, either of which could have an adverse effect on our business, financial condition and results of operations.

Risks Relating to Interest and Foreign Exchange Rates, Debt and Equity

Exchange rate fluctuations and foreign currency hedges could adversely affect our financial results.

As a result of our international operations, currency exchange rate fluctuations may affect our results of operations and financial position. Our most significant currency exposures are the British pound, ~~sterling, euro~~Euro and Japanese yen. We expect to generate an increasing portion of our revenue and incur a significant portion of our expenses in currencies other than U.S. dollars. To the extent we are unable to materially offset non-functional currency flows, exchange rate fluctuations could have a positive or negative impact on our financial condition and results of operations. Because our consolidated financial results are reported in U.S. dollars, if we generate sales or earnings in other currencies, the translation of those results into U.S. dollars can result in a significant increase or decrease in the amount of those sales or earnings and can make it more difficult for our ~~shareholders~~stockholders to understand the relative strengths or weaknesses of the underlying business on a period-over-period comparative basis. Although we may enter into foreign exchange agreements with financial institutions to reduce our net exposure to fluctuations in foreign currency values relative to our non-functional currency obligations or balances, they would not eliminate that risk entirely.

We are vulnerable to interest rate risk with respect to our debt.

We are subject to interest rate risk in connection with the issuance of variable and fixed-rate debt. In order to maintain a desired mix of fixed-rate and variable-rate debt, from time to time we may use interest rate swap agreements to fix a portion of our variable-rate debt as further described in Note 13. Financial Derivatives and Hedging of the Consolidated Financial Statements. We may not be successful in structuring such swap agreements to manage our risks effectively, which could adversely affect our ~~business, earnings and financial condition.~~business.

~~The UK’s Financial Conduct Authority (FCA), which regulates~~Effective February 1, 2023, the Company transitioned its credit agreements from the London Interbank Offered Rate (LIBOR)~~, announced in July 2017 that~~ to the Secured Overnight Financing Rate ("SOFR"). The Company adopted this guidance prospectively on February 1, 2023, and it will no longer persuade or require banks to submit rates for LIBOR after 2021. In March 2021, the FCA confirmed its intention to stop requiring banks to submit rates required to calculate LIBOR after 2021. However, for U.S. dollar-denominated (USD) LIBOR, only one-week and two-month USD LIBOR will cease to be published after 2021, and all remaining USD LIBOR tenors will continue being published until June 2023. Wedid not have multiple debt facilities which bear interest at a variable rate based on the Eurodollar LIBOR rate in effect from time to time. A change or transition away from LIBOR as a common reference rate in the global financial market could have a material adverse effect on our business. Our management continues to monitor the status and discussions regarding LIBOR. We do not expect a material impact on our ~~financial statements related to this transition.~~business.

Our indebtedness could adversely affect our financial health and prevent us from fulfilling our debt obligations.

We have now and expect to continue to have a significant amount of indebtedness.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Our indebtedness could:

•increase our vulnerability to general adverse economic and industry conditions;

•require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, research and development efforts and other general corporate purposes;

•limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•place us at a competitive disadvantage compared to our competitors that have less debt;

•result in greater interest rate risk and volatility;

•limit our ability to borrow additional funds; and

•make it more difficult for us to satisfy our obligations with respect to our debt, including our obligation to repay our credit facilities under certain circumstances, or refinance our indebtedness on favorable terms or at all.

Our credit facilities contain financial and other restrictive covenants that could limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt, which could adversely affect our ~~business, earnings and financial condition.~~business.

~~THE COOPER COMPANIES, INC. AND SUBSIDIARIES~~

Volatility in the securities markets, interest rates, and other factors could substantially increase our defined benefit plan costs.

We sponsor a defined benefit plan for certain employees in the ~~U.S.~~United States. This defined benefit plan is funded with trust assets invested in a diversified portfolio of securities and other investments. Changes in interest rates, mortality rates, early retirement rates, investment returns, discount rates and the market value of plan assets can affect the funded status of our defined benefit plan and cause volatility in the net periodic benefit cost and future funding requirements of the plan. A significant increase in our obligations or future funding requirements could ~~have a negative impact on~~increase our ~~results of operations~~cash requirements and ~~cash flows from operations.~~adversely affect our business.

Risks Relating to Taxes

Changes in tax laws, examinations by tax authorities, and changes in our geographic composition of income could adversely affect our ~~cash flows, results of operations, and financial condition~~business.

Income taxes and other taxes are based on enacted tax laws and the results of operations in each jurisdiction. Taxes could significantly increase due to changes in tax laws or changes in our interpretation of those laws. Changes in tax laws could result from a framework being developed by the Organisation for Economic Co-operation and Development (OECD), a global policy forum, that, if implemented, includes a global minimum tax rate of 15%. Taxes could also significantly increase due to changes in accounting guidance.

Income taxes and other taxes could significantly increase based on the resolution of tax authority examinations. Tax authorities could challenge our interpretations of tax laws and estimates we use to calculate taxes. Tax authorities could also challenge our positions related to transfer pricing and intercompany transactions, including the valuation of intangible assets. Tax examinations can result in costly litigation with significant interest and penalties and ultimate settlement can take several years. For example, we have engaged (and expect to continue to engage) with tax authorities over tax positions we have taken in connection with acquisitions, and such examinations could cause us to incur significant expense (and adverse determinations by the tax authority could result in penalties).

Our effective tax rate could fluctuate based on the geographic composition of income, which could significantly change based on our business results and acquisitions. Our effective tax rate could also fluctuate based on changes in estimates, changes in excess tax benefits from share-based compensation, changes in non-deductible expenses, and the valuation of deferred tax assets and liabilities. These fluctuations could have an adverse effect on our ~~cash flows, results of operations, and financial condition.~~business.

Item 1B. Unresolved Staff Comments.

None.

4939

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Properties.

The following is a summary of Cooper's principal facilities as of October 31, ~~2022.~~2023. We generally lease our office and operations facilities but own several manufacturing and research and development facilities, including ~~298,852~~303,872 square feet in the United Kingdom, ~~350,600~~347,329 square feet in Costa Rica, ~~78,767~~115,000 square feet in Puerto Rico, 493,833 square feet in New York, ~~and 33,630~~80,000 square feet in Arizona and 34,453 square feet in Texas. The following table lists those properties that we lease. Our lease agreements expire at various dates through the year 2045. We believe our properties are suitable and adequate for our businesses.


Location	Approximate Leased Square Feet	Operations
AMERICAS
United States:
California	~~201,143~~200,140	Executive offices; CooperVision manufacturing, research & development and administrative offices; CooperSurgical research & development, distribution and administrative offices
New York	~~349,047~~132,813	CooperVision and CooperSurgical distribution and administrative offices
New Jersey	37,700	CooperSurgical research and development, distribution and administrative offices
Connecticut	~~285,538~~275,337	CooperSurgical distribution and administrative offices
Arizona	45,000	CooperVision manufacturing and distribution

Puerto Rico	~~563,284~~740,954	CooperVision manufacturing, research and development and distribution
Canada	~~60,035~~63,836	CooperVision manufacturing and administrative office; CooperSurgical research & development, distribution and administrative offices
Brazil	~~38,623~~22,048	CooperVision distribution and administrative office
Other Americas	~~45,135~~58,365	CooperVision distribution and administrative offices; CooperSurgical research & development, distribution and administrative offices

EMEA
United Kingdom	~~691,131~~667,384	CooperVision manufacturing, distribution, research & development and administrative offices; CooperSurgical research & development, administrative offices
Hungary	~~330,149~~330,245	CooperVision manufacturing
Belgium	~~279,967~~282,108	CooperVision distribution
Spain	181,145	CooperVision distribution and administrative office; CooperSurgical administrative office
Netherlands	~~86,027~~279,288	CooperVision administrative offices; CooperSurgical research & development and distribution
Other EMEA	~~125,005~~148,980	CooperVision distribution and administrative offices; CooperSurgical administrative offices

ASIA PACIFIC
Japan	~~103,533~~109,163	CooperVision distribution and administrative offices; CooperSurgical laboratory/research & development
Australia	~~32,844~~40,139	CooperVision marketing and distribution; CooperSurgical research & development and distribution
Other Asia Pacific	~~91,244~~92,517	CooperVision distribution, marketing and administrative offices; CooperSurgical marketing and administrative office

5040

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 3. Legal Proceedings.

Information regarding legal proceedings is included in Note 11. Contingencies of the Consolidated Financial Statements.

Item 4. Mine Safety Disclosures.

Not applicable.

5141

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Cooper's common stock, par value $0.10 per share, is traded on the Nasdaq under the symbol “COO.” Prior to September 26, 2023, Cooper's common stock traded on the New York Stock Exchange under the symbol ~~“COO.”~~"COO". At December 1, ~~2022,~~2023, there were ~~268~~256 common stockholders of record.

Dividend Policy

~~Our current policy is to pay~~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~~$3.0 million in each of fiscal ~~2022~~2023 and ~~2021.~~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 ~~periodically reviews our dividend policy and~~ considers the Company's earnings, financial condition, liquidity needs, business plans and opportunities and other factors in ~~making and setting dividend policy.~~determining whether to declare a dividend. In December 2023, our Board of Directors decided to end the declaration of the semiannual dividend.

Performance Graph

The following graph compares the cumulative total return on Cooper's common stock with the cumulative total return of the Standard & Poor 500 and the Standard & Poor's Health Care Equipment Index for the five-year period ended October 31, ~~2022.~~2023. The graph assumes that the value of the investment in Cooper and in each index was $100 on October 31, ~~2017~~2018, and assumes that all dividends were reinvested.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among The Cooper Companies, Inc.,

the S&P 500 Index and the S&P Health Care Equipment Index

*$100 invested on October 31, ~~2017~~2018, in stock or index, including reinvestment of dividends.

Fiscal year ending October 31.

Issuer Purchases of Equity Securities

There was no share repurchase activity during the three-month period ended October 31, ~~2022.~~

2023.

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THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Equity Compensation Plan Information

The following table sets forth certain information as of October 31, ~~2022,~~2023, concerning the shares of our Common Stock that may be issued under any form of award granted under our equity compensation plans in effect as of October 31, ~~2022:~~2023:


Plan Category	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 (B)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) (C)	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 A) (C)
Equity compensation plans approved by shareholders~~(2)~~(3)	Equity compensation plans approved by shareholders~~(2)~~(3)	1,432,459	$264.85	1,671,522	Equity compensation plans approved by shareholders~~(2)~~(3)	1,505,841	$277.29	2,325,881
Equity compensation plans not approved by shareholders	Equity compensation plans not approved by shareholders	—	—	—	Equity compensation plans not approved by shareholders	—	—	—
Total	Total	1,432,459	$264.85	1,671,522	Total	1,505,841	$277.29	2,325,881

(1) ~~The amount of total securities~~Includes (i) 290,029 shares subject to ~~be issued under Company equity plans upon exercise of~~ outstanding ~~options, warrants and rights shown in Column A includes 289,238~~ Restricted Stock Units ~~granted pursuant to the Company's equity plans. These awards allow for the distribution of~~(RSU), (ii) 138,256 shares ~~to the grant recipient upon the completion of time-based vesting periods. The total also includes 79,378 shares representing the maximum number of shares that may be issued~~ subject to Performance Share ~~Awards~~Units (PSU), calculated at the maximum potential payout and (iii) 1,077,556 shares subject to outstanding ~~as of~~options. Does not include rights to purchase shares under the ~~end of the fiscal year. Restricted~~2019 Employee Stock ~~Units and Performance Share Awards do not have an associated exercise price. Accordingly, these awards are not reflected in the weighted-average exercise price disclosed in Column B.~~Purchase Plan (2019 ESPP).

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

(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 ~~Employee Stock Purchase Plan (2019 ESPP),~~ESPP, as discussed in Note 9. Stock Plans of the Consolidated Financial Statements. Also includes information from ~~Second Amended and Restated 2006 Long Term Incentive Plan for Non-Employee Directors, which expired by its terms in March 2019, and~~ the 2020 Long Term Incentive Plan for Non-Employee Directors (2020 Directors' Plan)~~, which was approved by stockholders on March 18, 2020 and provides for the issuance of up to 50,000 shares of Common Stock.~~. As of October 31, ~~2022,~~2023, up to ~~690,596~~1,376,240 shares of Common Stock may be issued pursuant to the ~~2007~~2023 Plan, up to ~~948,090~~921,974 shares of Common Stock may be issued pursuant to the 2019 ESPP and up to ~~32,836~~27,667 shares of Common Stock may be issued pursuant to the 2020 Directors' Plan.

Item 6. Reserved

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THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Note numbers refer to “Notes to Consolidated Financial Statements” in Item 8. Financial Statements and Supplementary Data.

Results of Operations

In this section, we discuss the results of our operations for fiscal ~~2022~~2023 compared with fiscal ~~2021.~~2022. We discuss our cash flows and current financial condition under “Capital Resources and Liquidity.” For a discussion related to fiscal ~~2021~~2022 compared with fiscal ~~2020,~~2021, please refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the ~~Year Ended~~year ended October 31, ~~2021,~~2022, which was filed with the United States Securities and Exchange Commission (SEC) on December ~~10, 2021,~~9, 2022, and is available on the SEC's website at www.sec.gov and our Investor Relations website at investor.coopercos.com.

Within the tables presented, percentages are calculated based on the underlying whole-dollar amounts and, therefore, may not recalculate exactly from the rounded numbers used for disclosure purposes.

Outlook

We are optimistic about the long-term prospects for the worldwide contact lens and general health care markets, and the resilience of and growth prospects for our businesses and products. However, we face significant risks and uncertainties in our global operating environment as further described in the “Risk Factors” section in Part I, Item 1A of this filing. These risks include uncertain global and regional business, political and economic conditions, including but not limited to those associated with ~~the COVID-19~~man-made or natural disasters, pandemic ~~Russia’s invasion of Ukraine,~~conditions, inflation, foreign exchange rate fluctuations, regulatory developments, supply chain disruptions, and escalating global trade barriers. These risks and uncertainties have adversely affected our sales, cash flow and ~~current~~ performance in the past and ~~are likely to~~could further adversely affect our future sales, cash flow and performance.

~~Global Market and Economic Conditions~~ - Over the last few years in the U.S. and globally, market and economic conditions have been challenging, particularly in light of the COVID-19 pandemic. Foreign countries, in particular the Euro zone, have experienced recessionary pressures and face continued concerns about the systemic impacts of adverse economic conditions and geopolitical issues. In addition, changes in economic conditions, supply chain constraints, logistics challenges, labor shortages, the war in Ukraine, and steps taken by governments and central banks, particularly in response to the COVID-19 pandemic, as well as other stimulus and spending programs, have led to higher inflation, which is likely to lead to an increase in costs and may cause changes in fiscal and monetary policy, including increased interest rates. In a higher inflationary environment, we may be unable to raise the prices of our products and services sufficiently to keep up with the rate of inflation. These economic conditions could have a material adverse effect on our results of operations and financial condition.

~~COVID-19 Considerations -~~ The COVID-19 pandemic and health crisis led to ongoing economic and societal disruptions and uncertainties that have negatively impacted business and healthcare activity globally. As a result of healthcare systems responding to the demands of managing the pandemic, governments around the world imposing measures designed to reduce the transmission of the COVID-19 virus, and individuals responding to the concerns of contracting the COVID-19 virus, many optical practitioners and retailers, hospitals, medical offices and fertility clinics closed their facilities, restricted access, or delayed or canceled patient visits, exams and elective medical procedures, and many customers that have reopened are experiencing reduced patient visits. These factors have had, and in the future may continue to have, an adverse effect on our sales, operating results and cash flows.

We have taken an active role in addressing the pandemic’s impact on our employees, suppliers, distribution channels, operations and customers, including taking precautionary measures and developing contingency plans with respect to our operations and to help ensure the safety of our personnel in all our facilities, and we have endeavored and continue to follow recommended actions of government and health authorities to protect our employees worldwide. As of the date of this filing, we have not experienced any significant disruption at our manufacturing facilities or in our access to necessary raw materials and other supplies or with our distribution network; however, we have experienced higher unabsorbed fixed overhead costs, labor inefficiencies, delays in receiving certain raw materials, higher cost of production and higher freight charges as a result of the COVID-19 pandemic.

At this time, future developments with respect to the COVID-19 pandemic remain highly uncertain and largely outside of our control. We cannot predict the spread, duration and severity of the pandemic or any subsequent outbreaks, potential actions taken by governments to respond to the pandemic, or potential impacts on global and local economic activity. We

~~THE COOPER COMPANIES, INC. AND SUBSIDIARIES~~

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

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

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

CooperVision - We compete in the worldwide contact lens market with our spherical, toric, multifocal and toric multifocal contact lenses offered in ~~a variety of~~ materials ~~including using~~like silicone hydrogel Aquaform® ~~technology and PC Technology™.~~ technology. We believe that there will be lower contact lens wearer dropout rates as technology improves and enhances the wearing experience through a combination of improved designs and materials and the growth of preferred modalities such as single-use and monthly wearing options. CooperVision also competes in the myopia management and specialty eye care contact lens markets with myopia management contact lenses using its ~~ActivControl®~~ActivControl technology and with products such as orthokeratology (ortho-k) and scleral lenses. ~~In November 2019,~~ CooperVision ~~received U.S. Food and Drug Administration (FDA)~~has FDA approval for its MiSight® 1 day lens, which is the first and only FDA-approved product indicated to slow the progression of myopia in children with treatment initiated between the ages of ~~8-12 and became available in the United States during fiscal 2020. In August 2021,~~8-12. Further, CooperVision ~~received~~has Chinese ~~National Medical Products Administration (NMPA)~~NMPA approval for its MiSight® 1 day lens for use in China. CooperVision is focused on greater worldwide market penetration using recently introduced products, and we continue to expand our presence in existing and emerging markets, including through acquisitions.

~~CooperVision acquired the following entity during fiscal 2022:~~

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

~~CooperVision acquired the following entities during fiscal 2021:~~

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

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

During the second quarter of fiscal 2022, the Company initiated a plan to exit its contact lens care business, a non-core business unit of the CooperVision segment. We expect the exit activity to be substantially completed in the first half of fiscal 2023. Exit charges recognized in the three and twelve months ended October 31, 2022, were $9.2 million and $33.2 million, of which $26.7 million is recognized in cost of sales and $6.5 million is recognized in selling, general, and administrative expense in the Consolidated Statements of Income. Exit costs primarily related to inventory write-down, asset impairments and employee-related costs. Total exit costs are expected to be in a range of $30.0 million to $40.0 million.

In March 2022, CooperVision and Essilor International SAS (Essilor) entered into a Contribution Agreement and a Stock Purchase Agreement under which Essilor paid CooperVision $52.1 million in exchange for a 50% interest in SGV and a proportionate share of certain revenue-based milestone payments related to the January 2021 acquisition of SGV by CooperVision. As part of these agreements, each party contributed their interest in SGV and $10 million in cash to form a new joint venture. CooperVision then remeasured the fair value of its retained equity investment in the joint venture at $90.0 million which resulted in a $56.9 million gain in Other (income) expense on deconsolidation of SGV.

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

Our ability to compete successfully with a full range of silicone hydrogel products is an important factor to achieving our desired future levels of sales growth and profitability. CooperVision manufactures and markets a wide variety of silicone hydrogel contact lenses. Our single-use silicone hydrogel product franchises, clariti,® MyDay and MyDay®, Energys remain a focus as we expect increasing demand for these products, as well as future single-use products, as the global contact lens market continues to shift to this modality. Outside of single-use, the Biofinity® and Avaira Vitality® product families comprise our focus in the FRP, or frequent replacement product, market which encompasses the ~~2-week~~monthly and ~~monthly~~two-week modalities. Included in this segment are unique products such as Biofinity Energys,®, which helps individuals with digital eye fatigue.

CooperSurgical - Our CooperSurgical business competes in the ~~general~~fertility and women's health care market ~~with a commitment to advancing the health of women, babies and families~~ through its diversified portfolio of products and services, ~~focusing on women's health~~including fertility products and ~~fertility.~~services, medical devices, cryostorage (such as cord blood and cord tissue storage) and contraception. CooperSurgical has established its market presence and distribution system by developing products and acquiring companies, products and services that complement its business model.

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

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

~~CooperSurgical acquired~~Net Sales

CooperVision Net Sales

The contact lens market has two major product categories:

•Spherical lenses including lenses that correct near- and farsightedness uncomplicated by more complex visual defects; and

•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 ~~following entities during fiscal 2022:~~shape of the cornea.

CooperVision Net Sales by Category

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.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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


($ in millions)	2023		2022		2023 vs. 2022 % Change
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	%

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

• ~~A private cryopreservation~~Toric and multifocal lenses grew primarily through the success of MyDay and Biofinity.

•Single-use sphere lenses grew primarily through MyDay, MiSight, and clariti lenses.

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

•"Other" products represented approximately 1% of net sales in fiscal 2023 and 2022.

CooperVision Net Sales by Geography

CooperVision competes in the worldwide soft contact lens market and services ~~company~~ in ~~April 2022~~three primary regions: the Americas, EMEA (Europe, Middle East and Africa) and Asia Pacific.


($ in millions)	2023		2022		2023 vs. 2022 % Change
Americas	$	991.3	$	887.2	12	%
EMEA	891.6		843.7		6	%
Asia Pacific	540.8		512.4		6	%
	$	2,423.7	$	2,243.3	8	%

CooperVision's growth in net sales across all regions was primarily attributable to market gains of silicone hydrogel contact lenses. Refer to CooperVision Net Sales by Category above for further discussion.

CooperSurgical Net Sales by Category

CooperSurgical supplies the fertility and women's health care market with a diversified portfolio of products and services. Our office and surgical offerings include products that facilitate surgical and non-surgical procedures that are commonly performed primarily by obstetricians and gynecologists in hospitals, surgical centers, fertility clinics and medical offices. 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.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

•

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.

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


($ in millions)	2023		2022		2023 vs. 2022 % Change
Office and surgical	$	689.5	$	633.6	9	%
Fertility	480.0		431.5		11	%
	$	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)~~, a privately-held leading provider of donor egg~~ on December 17, 2021. Additionally, office and ~~sperm for~~surgical net sales increased due to an increase in sales from products such as Uterine Manipulators, Fetal Pillow and Surgical Retractors, and fertility ~~treatments, fertility cryopreservation services~~net sales increased due to an increase in revenue from consumable products and ~~newborn stem cell storage (cord blood & cord tissue)~~genomic services. The increase was partially offset by unfavorable foreign exchange rate fluctuations, which approximated $15.1 million.

Gross Margin

Consolidated Gross Margin was relatively flat at 66% in ~~December 2021~~fiscal 2023 compared to 65% in fiscal 2022.

~~CooperSurgical acquired~~Selling, General and Administrative (SGA) Expenses


($ in millions)	2023		% Net Sales		2022		% Net Sales		2023 vs. 2022 % Change
CooperVision	$	871.1	36	%	$	826.7	37	%	5	%
CooperSurgical	559.4		48	%	461.7		43	%	21	%
Corporate	70.7		—		53.8		—		31	%
	$	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 ~~following entities during fiscal 2021:~~discontinuation of

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

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

•~~A privately-held medical device company in March 2021~~

•
~~A privately-held medical device company~~

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

CooperSurgical's SGA expenses increased in ~~February 2021~~

•~~A privately-held~~fiscal 2023 compared to fiscal 2022 primarily due to an increase in ~~vitro fertilization (IVF) cryostorage software solutions company in December 2020~~

~~On April 6, 2022, CooperSurgical entered into~~selling and marketing activities and the payment of a $45.0 million termination fee under an asset purchase agreement related to ~~acquire~~ Cook ~~Medical's Reproductive Health business, a manufacturer~~Medical’s reproductive health business. See Note 3. Acquisitions and Joint Venture for further information on the termination fee.

Corporate SGA expenses increased in fiscal 2023 compared to fiscal 2022 primarily due to share-based compensation related expenses.

Research and Development (R&D) Expenses


($ in millions)	2023		% Net Sales		2022		% Net Sales		2023 vs. 2022 % Change
CooperVision	$	73.4	3	%	$	62.4	3	%	18	%
CooperSurgical	64.0		5	%	47.9		4	%	34	%
	$	137.4	4	%	$	110.3	3	%	25	%

CooperVision's R&D expenses increased in fiscal 2023 compared to fiscal 2022 primarily due to European Medical Device Regulation costs and myopia management programs, and timing of ~~minimally invasive medical devices~~R&D projects. CooperVision's R&D activities are primarily focused on the development of contact lenses, manufacturing technology and process enhancements.

CooperSurgical's R&D expenses increased in fiscal 2023 compared to fiscal 2022 mainly due to European Medical Device Regulation costs. CooperSurgical's R&D activities are focused on developing and refining diagnostic and therapeutic products including medical interventions, surgical devices and fertility ~~obstetrics~~solutions.

Amortization Expense


($ in millions)	2023		% Net Sales		2022		% Net Sales		2023 vs. 2022 % Change
CooperVision	$	32.9	1	%	$	32.3	1	%	2	%
CooperSurgical	153.3		13	%	147.2		14	%	4	%
	$	186.2	5	%	$	179.5	5	%	4	%

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

CooperSurgical's amortization expense increased in fiscal 2023 compared to fiscal 2022, primarily due to the amortization of intangible assets recently acquired through acquisitions.

Operating Income


($ in millions)	2023		% Net Sales		2022		% Net Sales		2023 vs. 2022 % Change
CooperVision	$	587.7	24	%	$	494.3	22	%	19	%
CooperSurgical	16.1		1	%	67.1		6	%	(76)	%
Corporate	(70.7)		—		(53.8)		—		(31)	%
	$	533.1	15	%	$	507.6	15	%	5	%

CooperVision's operating income increased in fiscal 2023 compared to fiscal 2022, primarily due to an increase in net sales partially offset by net changes in operating expenses.

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

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

Corporate operating loss increased in fiscal 2023 compared to fiscal 2022, primarily due to higher share-based compensation expenses.

Interest Expense


($ in millions)	2023		% Net Sales		2022		% Net Sales		2023 vs. 2022 % Change
Interest expense	$	105.3	3	%	$	57.3	2	%	84	%

Interest expense increased during fiscal 2023 compared to the prior year, primarily due to higher interest rates.

Other Expense (Income), Net


($ in millions)	2023		2022
Investment gain	$	—	$	(47.7)
Foreign exchange loss	7.0		22.0
Other expense (income), net	7.9		0.7
	$	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.

Foreign exchange loss is primarily associated with the weakening of the U.S. dollar against foreign currencies and the effect on intercompany receivables.

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

Provision for Income Taxes

The ~~aggregate consideration~~effective tax rates for fiscal 2023 and 2022 were 28.7% and 18.8%, respectively. The increase was primarily due to changes in the geographic composition of pre-tax earnings, an increase in the UK statutory tax rate from 19% to 25%, capitalization of research and experimental expenditures for fiscal 2023 as required by the 2017 Tax Cuts and Jobs Act, and changes in unrecognized tax benefits.

The effective tax rate for fiscal 2023 was higher than the US federal statutory rate primarily due to foreign earnings subject to US tax. The effective tax rate for fiscal 2022 was lower than the US federal statutory rate primarily due to foreign earnings in jurisdictions with lower tax rates and changes in unrecognized tax benefits, partially offset by foreign earnings subject to US tax.

See Note 6. Income Taxes for further information.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

CAPITAL RESOURCES AND LIQUIDITY

Working capital at October 31, 2023 and October 31, 2022, was $735.9 million and $253.4 million, respectively. The increase in working capital was primarily due to repayment of the 364-day term loan during fiscal 2023 and an increase in inventories. See Note 5. Financing Arrangements for further information.

Cash Flow


($ in millions)	2023		2022		2021
Operating activities	$	607.5	$	692.4	$	738.6
Investing activities	(449.0)		(1,831.2)		(450.3)
Financing activities	(173.9)		1,193.7		(311.4)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	(2.3)		(12.9)		2.9
(Decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents	$	(17.7)	$	42.0	$	(20.2)

Operating Cash Flow

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

The $45.0 million termination fee under an asset purchase agreement related to Cook Medical’s reproductive health business was accrued for during the second quarter of fiscal 2023 and paid on August 9, 2023. See Note 3. Acquisitions and Joint Venture for further information on the termination fee.

Investing Cash Flow

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.

Financing Cash Flow

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

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

The following is ~~$875.0~~a summary of the maximum commitments and the net amounts available to us under different credit facilities as of October 31, 2023:


(In millions)	Facility Limit		Outstanding Borrowings		Outstanding Letters of Credit		Total Amount Available		Maturity Date
Revolving Credit:
2020 Revolving Credit	$	1,290.0	$	172.6	$	2.1	$	1,115.3	April 1, 2025
Term Loan:
2020 Term Loan	850.0		850.0		n/a		—		April 1, 2025
2021 Term Loan	1,500.0		1,500.0		n/a		—		December 17, 2026
Total	$	3,640.0	$	2,522.6	$	2.1	$	1,115.3

As of October 31, 2023, the Company was in compliance with all debt covenants. See Note 5. Financing Arrangements for further information.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

Considering recent market conditions, we have re-evaluated our operating cash flows and cash requirements and continue to believe that current cash, cash equivalents, future cash flow from operating activities and cash available under our 2020 Credit Agreement will be sufficient to meet our anticipated cash needs, including working capital needs, capital expenditures and contractual obligations for at least 12 months from the issuance date of the Consolidated Financial Statements included in this annual report. To the extent additional funds are necessary to meet our liquidity needs such as that for acquisitions, share repurchases, cash dividends or other activities as we execute our business strategy, we anticipate that additional funds could be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all.

Share Repurchases

In December 2011, the Company's Board of Directors authorized the 2012 Share Repurchase Program ("2012 Program") and through subsequent amendments, the most recent in March 2017, the total repurchase authorization was increased from $500.0 million to $1.0 billion of the Company's common stock. The program has no expiration date and may be discontinued at any time. Purchases under the 2012 Program are subject to a review of the circumstances in place at the time and may be made from time to time as permitted by securities laws and other legal requirements.

In fiscal 2023, there were no share repurchases under the 2012 Program. At October 31, 2023, $256.4 million remained authorized for repurchase under the program. See Note 8. Stockholders’ Equity for additional information.

Dividends

In fiscal 2023 and 2022, the Company declared regular dividends of 6 cents per share (a semiannual dividend of 3 cents per share) and paid a total of $3.0 million in ~~cash, with $675.0~~each fiscal year. In December 2023, our Board of Directors decided to end the declaration of the semiannual dividend.

Contractual Obligations

As of October 31, 2023, we had the following contractual obligations:


Payments Due by Fiscal Year (In millions)	Total		2024		2025 & 2026		2027 & 2028		2029 & Beyond


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





Transition tax on unremitted foreign earnings and profits (1)	88.6		22.1		66.5		—		—
Purchase obligations (2)	408.5		201.7		139.7		62.0		5.1

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

(1) As of October 31, 2023, we had $88.6 million ~~payable at~~of income tax liabilities related to the ~~closing and~~one-time transition tax that resulted from the ~~remaining $200.0 million~~enactment of the 2017 US Tax Act, which is payable in ~~$50.0~~annual installments through fiscal 2026. The installment for fiscal 2023 is classified in "Other current liabilities" in our Consolidated Balance Sheet.

We are unable to reliably estimate the timing of future payments related to uncertain tax positions and have excluded $24.0 million ~~installments following each~~ of long-term income taxes payable from the ~~first, second, third~~table above. See Note 6. Income Taxes for additional information.

(2) Purchase obligations consist of agreements to purchase goods and ~~fourth anniversaries~~services that are enforceable and legally binding and includes obligations for inventory, capital expenditures and other operating expense commitments.

The table above excludes future payments for operating leases, long-term debt, and our defined benefit plan. The minimum future payments for operating leases are disclosed in Note 2. Operating Leases and future maturities of ~~the closing.~~long-term debt are disclosed in Note 5. Financing Arrangements. The ~~transaction is subject to customary closing conditions, such as receipt of required regulatory approvals.~~expected future benefit payments for our Retirement Income Plan through 2033 are disclosed in Note 10. Employee Benefits.

Transition from LIBOR

The UK’s Financial Conduct Authority (FCA), which regulates the London Interbank Offered Rate (LIBOR), announced in July 2017 that it will no longer persuade or require banks to submit rates for LIBOR after 2021. In March 2021, the FCA confirmed its intention to stop requiring banks to submit rates required to calculate LIBOR after 2021. However, for U.S. dollar-denominated (USD) LIBOR, only one-week and two-month USD LIBOR will cease to be published after 2021, and all remaining USD LIBOR tenors will continue being published until June 2023. Further, in March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

of Reference Rate Reform on Financial Reporting. This guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. ~~We have material contracts that are indexed~~Effective February 1, 2023, the Company transitioned its credit agreements from LIBOR to ~~LIBOR and are continuing to monitor this activity and evaluate~~ the related risk. We are continuing to evaluate the scope of impacted contracts and the potential impact. We are also monitoring the developments regarding alternative rates and may amend certain contracts to accommodate those rates if the contract does not already specify a replacement rate. While the notional value of agreements potentially indexed to LIBOR is material, we do not expect a material impact on our financial statements related to this transition.

We believe that current cash, cash equivalents and future cash flow from operating activities will be sufficient to meet our anticipated cash needs, including working capital needs, capital expenditures and contractual obligations for at least 12 months from the issuance date of the financial statements included in this annual report. To the extent additional funds are necessary to meet our liquidity needs such as that for acquisitions, share repurchases, cash dividends or other activities as we execute our business strategy, we anticipate that additional funds will be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all.

Secured Overnight Financing Rate ("SOFR").

~~THE COOPER COMPANIES, INC. AND SUBSIDIARIES~~

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

~~2022 Compared with 2021~~

~~CooperVision Net Sales~~

~~The contact lens market has two major product categories:~~

•~~Spherical lenses including lenses that correct near- and farsightedness uncomplicated by more complex visual defects; and~~

~~CooperVision Net Sales by Category~~

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

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

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

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

~~THE COOPER COMPANIES, INC. AND SUBSIDIARIES~~

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

($ in millions) 2022 2021 2022 vs. 2021 % Change
Toric $ 737.4 $ 697.5 6 %
Multifocal 264.4 238.6 11 %
Single-use spheres 661.6 616.3 7 %
Non single-use sphere, other 579.9 599.6 (3) %
$ 2,243.3 $ 2,152.0 4 %

In the fiscal year ended October 31, 2022, the growth experienced across all categories (except for "Other" as mentioned below) was partially offset by unfavorable foreign exchange rate fluctuations, which approximated $149.5 million. Sales growth was primarily driven by an increase in the volume of lenses sold across our core portfolio due to a recovery in demand from the impact of the COVID-19 pandemic.

•~~Toric and multifocal lenses grew primarily through the success of MyDay and Biofinity.~~

•~~Single-use sphere lenses grew primarily through MyDay, clariti and MiSight lenses.~~

•~~Non single-use sphere lenses grew primarily through Biofinity and ortho-k.~~

•~~"Other" products decreased primarily due to exit of the contact lens care business. Contact lens care represented approximately 1% and 2% of net sales in fiscal 2022 and 2021.~~

•~~Total silicone hydrogel products increased by 7%, representing 78% of net sales in fiscal 2022 compared to 76% in fiscal 2021.~~

~~CooperVision Net Sales by Geography~~

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

($ in millions) 2022 2021 2022 vs. 2021 % Change
Americas $ 887.2 $ 832.1 7 %
EMEA 843.7 819.5 3 %
Asia Pacific 512.4 500.4 2 %
$ 2,243.3 $ 2,152.0 4 %

~~CooperSurgical Net Sales by Category~~

CooperSurgical supplies the family health care market with a diversified portfolio of products and services. Our office and surgical offerings include products that facilitate surgical and non-surgical procedures that are commonly performed primarily by obstetricians and gynecologists in hospitals, surgical centers, fertility clinics and medical offices. 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.

~~THE COOPER COMPANIES, INC. AND SUBSIDIARIES~~

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

~~The chart below shows the percentage of net sales of office and surgical products 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, newborn stem cell storage, PARAGARD contraceptive IUDs, point-of-care products and uterine positioning products.

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

($ in millions) 2022 2021 2022 vs. 2021 % Change
Office and surgical products $ 633.6 $ 451.3 40 %
Fertility 431.5 319.2 35 %
$ 1,065.1 $ 770.5 38 %

~~In th~~e fiscal year ended October 31, 2022, net sales increase in both categories was mainly due to the Generate acquisition. The increase was offset by unfavorable foreign exchange rate fluctuations, which approximated $33.4 million.

~~Gross Margin~~

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

~~Selling, General and Administrative Expense (SGA)~~

($ in millions) 2022 % Net
Sales 2021 % Net
Sales 2022 vs. 2021
% Change
CooperVision $ 826.7 37 % $ 843.9 39 % (2) %
CooperSurgical 461.7 43 % 320.0 42 % 44 %
Corporate 53.8 — 47.3 — 14 %
1,342.2 41 % $ 1,211.2 41 % 11 %

CooperVision's SGA decreased in fiscal 2022 compared to fiscal 2021 primarily due to the $56.8 million increase in fair value of the contingent consideration related to SGV acquisition in fiscal 2021, partially offset by increase in SGA to support sales growth.

~~THE COOPER COMPANIES, INC. AND SUBSIDIARIES~~

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

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

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

~~Research and Development Expense (R&D)~~

($ in millions) 2022 % Net
Sales 2021 % Net
Sales 2022 vs. 2021
% Change
CooperVision $ 62.4 3 % $ 61.6 3 % 1 %
CooperSurgical 47.9 4 % 31.1 4 % 54 %
$ 110.3 3 % $ 92.7 3 % 19 %

CooperVision's R&D expense increased in fiscal 2022 compared to fiscal 2021 primarily due to myopia management programs and timing of R&D projects. CooperVision's R&D activities are primarily focused on the development of contact lenses, manufacturing technology and process enhancements.

CooperSurgical's R&D expense increased in fiscal 2022 compared to fiscal 2021 mainly due to the addition of Generate's R&D expense. CooperSurgical's R&D activities are focused on developing and refining diagnostic and therapeutic products including medical interventions, surgical devices and fertility solutions.

~~Amortization Expense~~

($ in millions) 2022 % Net
Sales 2021 % Net
Sales 2022 vs. 2021
% Change
CooperVision $ 32.3 1 % $ 35.7 2 % (10) %
CooperSurgical 147.2 14 % 110.4 14 % 33 %
$ 179.5 5 % $ 146.1 5 % 23 %

~~CooperVision's amortization expense decreased in absolute dollars in fiscal 2022 compared to fiscal 2021, primarily due to the deconsolidation of SGV.~~

~~CooperSurgical's amortization expense increased in absolute dollars in fiscal 2022 compared to fiscal 2021, primarily due to the amortization of intangible assets newly acquired through acquisitions.~~

~~Operating Income~~

($ in millions) 2022 % Net
Sales 2021 % Net
Sales 2022 vs. 2021
% Change
CooperVision $ 494.3 22 % $ 481.3 22 % 3 %
CooperSurgical 67.1 6 % 71.8 9 % 7 %
Corporate (53.8) — % (47.3) — (14) %
$ 507.6 15 % $ 505.8 17 % — %

~~CooperVision's operating income increased in fiscal 2022 compared to fiscal 2021, primarily due to an increase in net sales partially offset by net changes in operating expenses.~~

~~CooperSurgical's operating income decreased in fiscal 2022 compared to fiscal 2021, primarily due to an increase in SGA and amortization expenses, partially offset by an increase in net sales.~~

~~Corporate operating loss increased in fiscal 2022 compared to fiscal 2021, primarily due to higher share-based compensation expense.~~

~~THE COOPER COMPANIES, INC. AND SUBSIDIARIES~~

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

~~On a consolidated basis, operating income increased in fiscal 2022 compared to fiscal 2021, primarily due to an increase in consolidated net sales.~~

~~Interest Expense~~

($ in millions) 2022 % Net
Sales 2021 % Net
Sales 2022 vs. 2021
% Change
Interest expense $ 57.3 2 % $ 23.1 1 % 148 %

~~Interest expense increased during fiscal 2022 compared to the prior year, primarily due to higher average debt balances and higher interest rates.~~

~~Other (Income) Expense, Net~~

($ in millions) 2022 2021
Investment gain $ (47.7) $ (11.6)
Foreign exchange loss 22.0 5.5
Other expense (income), net 0.7 (2.7)
$ (25.0) $ (8.8)

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

~~Foreign exchange loss is primarily associated with the strengthening of the US dollar against foreign currencies and the effect on intercompany receivables.~~

~~Other expense (income), net increased in fiscal 2022, primarily due to a loss on minority investments, partially offset by defined benefit plan related income.~~

~~Provision for Income Taxes~~

The effective tax rates for fiscal 2022 and 2021 were 18.8% and (499.1)%, respectively. The increase was primarily due to an intra-group transfer of intellectual property in fiscal 2021 and UK tax rate change in fiscal 2021, as discussed below. The increase was also due to changes in the geographic composition of pre-tax earnings and changes in excess tax benefits from share-based compensation.

The effective tax rate for fiscal 2022 was lower than the US federal statutory rate primarily due to foreign earnings in jurisdictions with lower tax rates and changes in unrecognized tax benefits, partially offset by foreign earnings subject to US tax. The effective tax rate for fiscal 2021 was lower than the US federal statutory tax rate primarily due to the intra-group transfer, UK tax rate change, and earnings in foreign jurisdictions with lower tax rates partially offset by foreign earnings subject to US tax.

In November 2020, the Company completed an intra-group transfer of certain intellectual property and related assets of CooperVision to a UK subsidiary as part of a group restructuring to establish headquarters operations in the UK. Determining fair value involved significant judgment related to future revenue growth, operating margins, and discount rates. The transfer resulted in a step-up of the UK tax-deductible basis in the intellectual property and goodwill, creating a temporary difference between the book basis and the tax basis of these assets. As a result, the Company recognized a deferred tax asset of $1,987.9 million, with a corresponding income tax benefit, during the first quarter of fiscal 2021. During the third quarter of fiscal 2021, the Company recognized a $536.7 million tax benefit related primarily to the remeasurement of this deferred tax asset caused by the UK enactment of a 25% corporate tax rate.

~~See Note 6. Income Taxes for additional information.~~

~~THE COOPER COMPANIES, INC. AND SUBSIDIARIES~~

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

~~CAPITAL RESOURCES AND LIQUIDITY~~

Working capital at October 31, 2022 and October 31, 2021, was $253.4 million and $733.2 million, respectively. The decrease in working capital is primarily due to an increase in accounts payable as a result of timing of payment to vendors, and an increase in short-term debt due to the 364-day term loan agreement entered into during fiscal 2022. See Note 5. Financing Arrangements for further information.

~~The $43.1 million increase in inventories was primarily due to higher sales, and the buildup of inventory for future product launches.~~

~~Cash Flow~~

($ in millions) 2022 2021 2020
Operating activities $ 692.4 $ 738.6 $ 486.6
Investing activities (1,831.2) (450.3) (364.5)
Financing activities 1,193.7 (311.4) (95.5)
Effect of exchange rate changes on cash, cash equivalents, restricted
cash and restricted cash equivalents (12.9) 2.9 0.7
Increase (decrease) in cash, cash equivalents, restricted cash and
restricted cash equivalents $ 42.0 $ (20.2) $ 27.3

~~Operating cash flow~~

~~Cash provided by operating activities in fiscal 2022 was lower than cash provided by operating activities in fiscal 2021, primarily due to settlement of contingent consideration of $52.3 million.~~

~~Investing Cash Flow~~

Cash used in investing activities in fiscal 2022 was higher than cash used in investing activities in fiscal 2021, primarily attributable to $1.6 billion cash paid, net of cash acquired, for the Generate acquisition, partially offset by $52.1 million proceeds from the sale of a 50% interest in SGV. See Note 3. Acquisitions and Joint Venture for further information.

~~Financing Cash Flow~~

Cash was provided by financing activities in fiscal 2022 compared to used in financing activities in fiscal 2021, primarily due to a decrease in repayments of long-term debt obligations by $854.5 million, and net proceeds from short-term debt of $329.3 million in fiscal 2022, compared to net repayments of short-term debt obligations of $321.3 million in fiscal 2021.

~~The following is a summary of the maximum commitments and the net amounts available to us under different credit facilities as of October 31, 2022:~~

(In millions) Facility Limit Outstanding Borrowings Outstanding Letters of Credit Total Amount Available Maturity Date
Revolving Credit:
2020 Revolving Credit $ 1,290.0 $ — $ 1.3 $ 1,288.7 April 1, 2025
Term Loan:
2021 364-Day Term Loan 840.0 338.0 n/a — November 1, 2022
2020 Term Loan 850.0 850.0 n/a — April 1, 2025
2021 Term Loan 1,500.0 1,500.0 n/a — December 17, 2026
Total $ 4,480.0 $ 2,688.0 $ 1.3 $ 1,288.7

~~As of October 31, 2022, the Company was in compliance with all debt covenants. See Note 5. Financing Arrangements for additional information.~~

Considering recent market conditions and the COVID-19 pandemic crisis, we have re-evaluated our operating cash flows and cash requirements and continue to believe that current cash, cash equivalents, future cash flow from operating activities and cash available under our 2020 Credit Agreement will be sufficient to meet our anticipated cash needs, including working capital needs, capital expenditures and contractual obligations for at least 12 months from the issuance date of the

~~THE COOPER COMPANIES, INC. AND SUBSIDIARIES~~

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

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

~~Share Repurchases~~

In December 2011, the Company's Board of Directors authorized the 2012 Share Repurchase Program and through subsequent amendments, the most recent in March 2017, the total repurchase authorization was increased from $500.0 million to $1.0 billion of the Company's common stock. The program has no expiration date and may be discontinued at any time. Purchases under the 2012 Share Repurchase Program are subject to a review of the circumstances in place at the time and may be made from time to time as permitted by securities laws and other legal requirements.

In fiscal 2022, we repurchased 191,165 shares of our common stock for $78.5 million. At October 31, 2022, $256.4 million remained authorized for repurchase under the program. See Note 8. Stockholders’ Equity for additional information.

~~Dividends~~

~~In fiscal 2022 and 2021, the Company declared regular dividends of 6 cents per share (a semiannual dividend of 3 cents per share) and paid a total of $3.0 million in each fiscal year.~~

~~CONTRACTUAL OBLIGATIONS~~

~~As of October 31, 2022, we had the following contractual obligations:~~

Payments Due by Fiscal Year
(In millions)
Total 2023 2024 & 2025 2026 & 2027 2028 & Beyond
Interest payments $ 319.3 $ 95.1 $ 169.7 $ 54.5 $ —
Transition tax on unremitted foreign earnings and profits (1)
100.4 11.8 51.7 36.9 —
Purchase obligations (2)
270.9 181.2 87.4 2.3 —
Total contractual obligations $ 690.6 $ 288.1 $ 308.8 $ 93.7 $ —

~~(1)~~ As of October 31, 2022, we had $100.4 million of income tax liabilities related to the one-time transition tax that resulted from the enactment of the 2017 US Tax Act, which is payable in annual installments through fiscal 2026. The installment for fiscal 2022 is classified as a current income tax payable on our consolidated balance sheet.

We are unable to reliably estimate the timing of future payments related to uncertain tax positions and have excluded $25.4 million of long-term income taxes payable from the table above. See Note 6. Income Taxes for additional information.

~~(2)~~ Purchase obligations consist of agreements to purchase goods and services that are enforceable and legally binding and includes obligations for inventory, capital expenditures and other operating expense commitments.

The table above excludes future payments for operating leases, long-term debt, and our defined benefit plan. The minimum future payments for operating leases are disclosed in Note 2. Operating Leases and future maturities of long-term debt are disclosed in Note 5. Financing Arrangements. The expected future benefit payments for our Retirement Income Plan through 2032 are disclosed in Note 10. Employee Benefits.

6352

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

Critical Accounting Estimates

Management estimates and judgments are an integral part of financial statements prepared in accordance with GAAP. We believe that the critical accounting policies described in this section address the more significant estimates required of management when preparing the Consolidated Financial Statements in accordance with GAAP. We consider an accounting estimate critical if changes in the estimate may have a material impact on our financial condition or results of operations. We believe that the accounting estimates employed are appropriate and resulting balances are ~~reasonable;~~reasonable, however, actual results could differ from the original estimates, requiring adjustment to these balances in future ~~periods.~~

~~We believe the followings represent our~~period. The critical accounting policies ~~and~~described in this section address the more significant estimates ~~used~~required of management when preparing the Consolidated Financial Statements in ~~the preparation of our consolidated financial statements:~~accordance with GAAP.

•Revenue recognition - We recognize revenue from product sales when obligations under the terms of a contract with the customer are satisfied; generally, this occurs with the transfer of control of the goods to customers and/or when services are rendered. Our payment terms are typically between 30 to 120 days. Provisions for certain rebates, sales incentives, volume discounts, contractual pricing allowances and product returns are accounted for as variable consideration and recorded as a reduction in sales.

Product discounts, including certain rebates, sales incentives, and volume discounts are granted based on terms of the arrangement with direct distribution customers and at times the indirect end consumer. We evaluate contractual terms, historical experience, and perform internal analysis to estimate total product discounts at the time revenue is recognized. CooperSurgical rebates are predominately related to the Medicaid rebate provision that is estimated based upon contractual terms, historical experience, and trend analysis.

Sales returns are estimated and recorded based on historical sales return data. Promotional programs, such as cooperative advertising arrangements, are recorded in the same period as related sales. Reasonably likely changes to assumptions used to calculate the accruals for rebates, sales incentives, volume discounts, contractual pricing allowances and product returns are not anticipated to have a material effect on the financial statements. We currently disclose the impact of changes to assumptions in the quarterly or annual filing in which there is a material financial statement impact.

•Business combinations - We routinely consummate business combinations. Results of operations for acquired companies are included in our consolidated results of operations from the date of acquisition. We recognize separately from goodwill, the identifiable assets acquired, including acquired in-process research and development, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date fair values as defined by accounting standards related to fair value measurements. Key assumptions routinely utilized the allocation of purchase price to intangible assets include discount rates, and projected financial information such as revenue projections for companies acquired. As of the acquisition date, goodwill is measured as the excess of consideration given, over the net of the acquisition date fair values of the identifiable assets acquired and the liabilities assumed. Direct acquisition costs are expensed as incurred.

•Income taxes - Income taxes are estimated based on enacted income tax laws and the results of operations in each jurisdiction. Deferred tax assets and liabilities are estimated based on temporary differences between the financial reporting basis and income tax basis of assets and liabilities. Deferred tax assets are reduced by a valuation allowance to the extent it is more likely than not they are not expected to be realized. Long-term tax payable is estimated income tax to be paid for unrecognized tax benefits. A tax benefit is recognized if it is more likely than not a tax position will be sustained based on its technical merits in a tax authority examination, based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority.

Accounting Pronouncements

Information regarding new accounting pronouncements is included in Note 1. Organization and Significant Accounting Policies.

6453

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

We are exposed to market risks that relate principally to changes in interest rates and foreign currency fluctuations. We do not enter into derivative financial instrument transactions for speculative purposes.

Foreign Currency Exchange Risk

We operate multiple foreign subsidiaries that manufacture and market our products worldwide. As a result, our earnings, cash flow and financial position are exposed to foreign currency risk from foreign currency denominated receivables and payables, sales transactions, capital expenditures and net investment in certain foreign operations. Most of our operations outside the United States have their local currency as their functional currency. We ~~are exposed~~have exposure to ~~risks caused by changes in~~multiple foreign ~~exchange, principally our~~currencies, including, among others, the British pound, ~~sterling, euro~~Euro and Japanese ~~yen denominated debt and receivables denominated in currencies other than the United States dollar, and from operations in other foreign currencies.~~yen. We ~~did not~~ have ~~any cross-currency swaps or~~taken steps to minimize our balance sheet exposure by entering into foreign currency forward contracts asto minimize the short-term impact of ~~October 31, 2022.~~ foreign currency exchange rate fluctuations on certain trade and intercompany receivables and payables.

At October 31, ~~2022,~~2023, a uniform hypothetical 5%10% increase or decrease in the foreign currency exchange rates in comparison to the ~~United States~~value of the U.S. dollar would have resulted in a corresponding increase or decrease of approximately ~~$35.0~~$95.6 million in operating income for the fiscal year ended October 31, ~~2022. For additional information, see~~2023. Refer to Item 1A. Risk Factors - "Our substantial and expanding international operations are subject to uncertainties which could affect our ~~operating results.~~business." and Note 1. Organization and Significant Accounting Policies for ~~additional~~further information.

Interest Rate Risk

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 ~~LIBOR.~~SOFR (and, previously, LIBOR). As of October 31, ~~2022,~~2023, we had outstanding debt for an aggregate carrying amount of ~~$2.7~~$2.6 billion. We have entered, and in the future may enter, into interest rate swaps to manage interest rate risk. Effective February 1, 2023, the base interest rate on our credit agreements was converted from LIBOR to SOFR.

Our ultimate realized gain or loss with respect to interest rate fluctuations will depend on interest rates, the exposures that arise during the period and our hedging strategies at that time. IfAs an example, if interest rates were to increase or decrease by 1% or 100 basis points, ~~annual~~the quarterly interest expense would ~~increase or decrease by approximately $4.6 million~~not have a material impact, based on average debt outstanding, after consideration of our interest rate swap contracts, during the fourth quarter of fiscal ~~2022. For further information about our debt, see~~2023. Refer to Item 1A. Risk Factors - "We are vulnerable to interest rate risk with respect to our debt.", and Note 5. Financing Arrangements for ~~additional~~further information.

6554

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 8. Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors

The Cooper Companies, Inc.:

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

We have audited the accompanying consolidated balance sheets of The Cooper Companies, Inc. and subsidiaries (the Company) as of October 31, ~~2022~~2023 and ~~2021,~~2022, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended October 31, ~~2022,~~2023, and the related notes and financial statement Schedule II (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of October 31, ~~2022,~~2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, ~~2022~~2023 and ~~2021,~~2022, and the results of its operations and its cash flows for each of the years in the three-year period ended October 31, ~~2022,~~2023, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, ~~2022~~2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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

Basis for Opinions

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 responsibility is to express an opinion on the Company’s consolidated financial statements 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 Public Company Accounting Oversight Board (United States) (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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits 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. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. 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. We believe that our audits provide a reasonable basis for our opinions.

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

~~THE COOPER COMPANIES, INC. AND SUBSIDIARIES~~

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.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

~~Fair value~~Evaluation of ~~acquired customer relationships intangible asset~~

the sufficiency of audit evidence over inventories and net sales

As discussed in Notes 1 and 312 to the consolidated financial statements and disclosed in the consolidated balance sheet and consolidated statement of income, the Company ~~consummated the acquisition~~recorded $735.6 million in inventories and $3,593.2 million in net sales as of ~~Generate Life Sciences (Generate)~~and for ~~$1.663 billion during~~ the year ended October 31, ~~2022. The acquisition-date fair value~~2023, respectively. Inventories are primarily comprised of Generate’s customer relationships intangible assets was $718.3 million, which included a customer relationships intangible asset related to newborn stem cell storage contracts (stem cell customer relationships intangible asset).raw materials, work-in-process, and finished goods that are physically located at certain of the Company's locations. Net sales are recognized primarily from the sale of products from each of the Company's locations.

We identified the evaluation of the ~~acquisition-date fair value~~sufficiency of ~~the stem cell customer relationships intangible asset in the acquisition of Generate~~audit evidence over inventories and net sales as a critical audit matter. ~~We performed sensitivity analyses to determine~~Evaluating the ~~key assumptions used to value the stem cell customer relationships intangible asset which required challenging auditor judgment. The fair value~~sufficiency of the ~~acquired intangible assets were sensitive to possible changes in the forecasted revenue and discount rate assumptions, requiring a high degree of~~audit evidence obtained required subjective auditor judgment because of the decentralized structure and geographic dispersion of the ~~assistance of valuation professionals with specialized skills~~Company's manufacturing and ~~knowledge.~~distribution locations. This included determining the locations for which procedures were performed.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over inventories and net sales, including the determination of the Company’s locations for which those procedures were performed. For certain locations where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls ~~related to~~over the ~~Company’s acquisition-date valuation process,~~Company's inventories and net sales processes, including controls over the ~~development~~amounts recorded in inventories and the amounts recorded in net sales. We assessed the recorded inventories for each location where procedures were performed by participating in a physical inventory count and observing a sample of inventories on hand and comparing the cost recorded for a sample of inventories on hand to underlying documentation. We assessed recorded net sales for each location where procedures were performed by selecting a sample of net sales transactions and comparing the amount recognized to underlying documentation, such as contracts with customers and shipping documentation. We evaluated the overall sufficiency of audit evidence obtained by assessing the results of procedures performed over inventories and net sales, including the appropriateness of the ~~key assumptions identified above. We evaluated forecasted revenue by comparing it to the historical performance~~nature and extent of peer companies, the Company and the acquired business. We also assessed the Company’s ability to accurately forecast by comparing forecasted revenue of the acquired business to actual results since the acquisition date. We involved valuation professionals with specialized skills and knowledge, who assisted in (1) evaluating the discount rate by comparing it against a discount rate range that was independently developed based on publicly available market data for comparable entities, and (2) developing a fair value estimate of the stem cell customer relationships intangible asset using the Company’s cash flow projections and independently developed range of discount rates and comparing it to the Company’s estimate.

audit effort.

/s/ KPMG LLP

We have served as the Company’s auditor since 1982.

San Francisco, California

December ~~9, 2022~~8, 2023

6756

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Statements of Income


Years Ended October 31, (In millions, except for earnings per share)	Years Ended October 31, (In millions, except for earnings per share)	2022		2021		2020		Years Ended October 31, (In millions, except for earnings per share)	2023		2022		2021
Net sales	Net sales	$	3,308.4	$	2,922.5	$	2,430.9	Net sales	$	3,593.2	$	3,308.4	$	2,922.5
Cost of sales	Cost of sales	1,168.8		966.7		896.1		Cost of sales	1,235.3		1,168.8		966.7
Gross profit	Gross profit	2,139.6		1,955.8		1,534.8		Gross profit	2,357.9		2,139.6		1,955.8
Selling, general and administrative expense	Selling, general and administrative expense	1,342.2		1,211.2		992.5		Selling, general and administrative expense	1,501.2		1,342.2		1,211.2
Research and development expense	Research and development expense	110.3		92.7		93.3		Research and development expense	137.4		110.3		92.7
Amortization of intangibles	Amortization of intangibles	179.5		146.1		137.2		Amortization of intangibles	186.2		179.5		146.1

Operating income	Operating income	507.6		505.8		311.8		Operating income	533.1		507.6		505.8
Interest expense	Interest expense	57.3		23.1		36.8		Interest expense	105.3		57.3		23.1

Other (income) expense, net		(25.0)		(8.8)		8.5
Other expense (income)								Other expense (income)	14.9		(25.0)		(8.8)
Income before income taxes	Income before income taxes	475.3		491.5		266.5		Income before income taxes	412.9		475.3		491.5
Provision for income taxes (Note 6)	Provision for income taxes (Note 6)	89.5		(2,453.2)		28.1		Provision for income taxes (Note 6)	118.7		89.5		(2,453.2)
Net income	Net income	$	385.8	$	2,944.7	$	238.4	Net income	$	294.2	$	385.8	$	2,944.7

Earnings per share (Note 7)	Earnings per share (Note 7)							Earnings per share (Note 7)
Basic	Basic	$	7.83	$	59.80	$	4.85	Basic	$	5.94	$	7.83	$	59.80
Diluted	Diluted	$	7.76	$	59.16	$	4.81	Diluted	$	5.91	$	7.76	$	59.16
Number of shares used to compute earnings per share:	Number of shares used to compute earnings per share:							Number of shares used to compute earnings per share:
Basic	Basic	49.3		49.2		49.1		Basic	49.5		49.3		49.2
Diluted	Diluted	49.7		49.8		49.6		Diluted	49.8		49.7		49.8


Delaware			94-2657368
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


Document						Part of Form 10-K
Portions of the Proxy Statement for the Annual Meeting of Stockholders scheduled to be held in March ~~2023~~2024						Part III


PART I		Page
Item 1.	Business	7
Item 1A.	Risk Factors	2819
Item 1B.	Unresolved Staff Comments	4939
Item 2.	Properties	5040
Item 3.	Legal Proceedings	5141
Item 4.	Mine Safety Disclosures	5141

PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5242
Item 6.	Reserved	5343
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	5444
Item 7A.	Quantitative and Qualitative Disclosure about Market Risk	6554
Item 8.	Financial Statements and Supplementary Data	6655
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~103~~88
Item 9A.	Controls and Procedures	~~103~~88
Item 9B.	Other Information	~~103~~88
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~103~~88

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~104~~89
Item 11.	Executive Compensation	~~104~~89
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~104~~89
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~104~~89
Item 14.	Principal Accounting Fees and Services	~~104~~89

PART IV
Item 15.	Exhibits and Financial Statement Schedules	~~105~~90
Item 16.	Form 10-K Summary	~~109~~94


Years Ended October 31, (In millions)	Years Ended October 31, (In millions)	2022		2021		2020		Years Ended October 31, (In millions)	2023		2022		2021
Net income	Net income	$	385.8	$	2,944.7	$	238.4	Net income	$	294.2	$	385.8	$	2,944.7
Other comprehensive (loss) income:
Cash flow hedges, net of tax of $26.1, $8.2 and $(4.1), respectively		81.3		26.1		(13.0)
Change in minimum pension liability, net of tax of $8.7, $7.2 and $(4.0), respectively		27.9		22.6		(12.8)
Other comprehensive income (loss):								Other comprehensive income (loss):
Cash flow hedges, net of tax of $(2.4), $26.1 and $8.2, respectively								Cash flow hedges, net of tax of $(2.4), $26.1 and $8.2, respectively	(7.0)		81.3		26.1
Change in minimum pension liability, net of tax of $1.0, $8.7 and $7.2, respectively								Change in minimum pension liability, net of tax of $1.0, $8.7 and $7.2, respectively	3.0		27.9		22.6
Foreign currency translation adjustment	Foreign currency translation adjustment	(234.7)		82.0		0.9		Foreign currency translation adjustment	17.0		(234.7)		82.0

Other comprehensive (loss) income		(125.5)		130.7		(24.9)
Other comprehensive income (loss)								Other comprehensive income (loss)	13.0		(125.5)		130.7
Comprehensive income	Comprehensive income	$	260.3	$	3,075.4	$	213.5	Comprehensive income	$	307.2	$	260.3	$	3,075.4


October 31, (In millions)	October 31, (In millions)	2022		2021		October 31, (In millions)	2023		2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	138.2	$	95.9	Cash and cash equivalents	$	120.8	$	138.2
Trade accounts receivable, net of allowance for credit losses of $20.7 at October 31, 2022 and $9.2 at October 31, 2021		557.8		515.3
Trade accounts receivable, net of allowance for credit losses of $31.3 at October 31, 2023 and $20.7 at October 31, 2022						Trade accounts receivable, net of allowance for credit losses of $31.3 at October 31, 2023 and $20.7 at October 31, 2022	609.7		557.8
Inventories (Note 1)	Inventories (Note 1)	628.7		585.6		Inventories (Note 1)	735.6		628.7

Prepaid expense and other current assets	Prepaid expense and other current assets	208.9		179.3		Prepaid expense and other current assets	238.8		208.9
Assets held-for-sale		—		89.2

Total current assets	Total current assets	1,533.6		1,465.3		Total current assets	1,704.9		1,533.6
Property, plant and equipment, net	Property, plant and equipment, net	1,432.9		1,347.6		Property, plant and equipment, net	1,632.6		1,432.9

Goodwill (Note 4)	Goodwill (Note 4)	3,609.7		2,574.0		Goodwill (Note 4)	3,624.5		3,609.7
Other intangibles, net (Note 4)	Other intangibles, net (Note 4)	1,885.1		1,271.5		Other intangibles, net (Note 4)	1,710.3		1,885.1
Deferred tax assets	Deferred tax assets	2,443.1		2,546.6		Deferred tax assets	2,349.5		2,443.1
Other assets	Other assets	587.9		401.2		Other assets	637.1		587.9
Total assets	Total assets	$	11,492.3	$	9,606.2	Total assets	$	11,658.9	$	11,492.3
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Short-term debt (Note 5)	Short-term debt (Note 5)	$	412.6	$	83.4	Short-term debt (Note 5)	$	45.4	$	412.6
Accounts payable	Accounts payable	248.8		161.4		Accounts payable	261.9		248.8
Employee compensation and benefits	Employee compensation and benefits	152.1		148.7		Employee compensation and benefits	174.8		152.1
Deferred revenue	Deferred revenue	93.6		19.0		Deferred revenue	123.6		93.6

Other current liabilities	Other current liabilities	373.1		317.9		Other current liabilities	363.3		373.1
Liabilities held-for-sale		—		1.7

Total current liabilities	Total current liabilities	1,280.2		732.1		Total current liabilities	969.0		1,280.2
Long-term debt (Note 5)	Long-term debt (Note 5)	$	2,350.8	$	1,397.6	Long-term debt (Note 5)	2,523.8		2,350.8
Deferred tax liabilities	Deferred tax liabilities	149.9		24.1		Deferred tax liabilities	101.5		149.9
Long-term tax payable	Long-term tax payable	113.2		139.6		Long-term tax payable	90.2		113.2
Deferred revenue	Deferred revenue	198.3		$	0.1	Deferred revenue	184.2		198.3

Accrued pension liability and other		225.2		370.7
Other liabilities						Other liabilities	239.2		225.2
Total liabilities	Total liabilities	$	4,317.6	$	2,664.2	Total liabilities	$	4,107.9	$	4,317.6
Contingencies (Note 12)
Contingencies (Note 11)						Contingencies (Note 11)
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred stock, $10 cents par value, 1.0 shares authorized, zero shares issued or outstanding	Preferred stock, $10 cents par value, 1.0 shares authorized, zero shares issued or outstanding	—		—		Preferred stock, $10 cents par value, 1.0 shares authorized, zero shares issued or outstanding	—		—
Common stock, $10 cents par value, 120.0 shares authorized, 53.8 issued and 49.3 outstanding at October 31, 2022 and 53.7 issued and 49.3 outstanding at October 31, 2021		5.4		5.4
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						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
Additional paid-in capital	Additional paid-in capital	1,765.5		1,715.2		Additional paid-in capital	1,833.4		1,765.5
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(466.8)		(341.3)		Accumulated other comprehensive loss	(453.8)		(466.8)
Retained earnings	Retained earnings	6,584.9		6,202.1		Retained earnings	6,876.1		6,584.9
Treasury stock at cost: 4.5 shares at October 31, 2022 and 4.4 shares at October 31, 2021		(714.5)		(639.6)
Treasury stock at cost: 4.4 shares at October 31, 2023 and 4.5 shares at October 31, 2022						Treasury stock at cost: 4.4 shares at October 31, 2023 and 4.5 shares at October 31, 2022	(710.3)		(714.5)
Total Cooper stockholders' equity	Total Cooper stockholders' equity	7,174.5		6,941.8		Total Cooper stockholders' equity	7,550.8		7,174.5
Noncontrolling interests	Noncontrolling interests	0.2		0.2		Noncontrolling interests	0.2		0.2
Stockholders’ equity (Note 8)	Stockholders’ equity (Note 8)	7,174.7		6,942.0		Stockholders’ equity (Note 8)	7,551.0		7,174.7
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	11,492.3	$	9,606.2	Total liabilities and stockholders’ equity	$	11,658.9	$	11,492.3


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


		Common Shares			Treasury Stock			Additional Paid-In Capital				Accumulated Other Comprehensive Income (Loss)		Retained Earnings					Treasury Stock			Noncontrolling Interests				Total Stockholders' Equity			Common Shares				Treasury Stock			Additional Paid-In Capital				Accumulated Other Comprehensive Income Loss				Retained Earnings				Treasury Stock				Noncontrolling Interests				Total Stockholders' Equity
(In millions)	(In millions)	Shares	Amount		Shares	Amount										(In millions)		Shares						Amount						Shares		Amount
Balance at October 31, 2019		49.1	$	4.9	4.1	$	0.4			$	1,615.0					$	(447.1)				$	3,026.4			$	(571.2)			$	0.2	$	3,628.6
Balance at October 31, 2020																												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
Net income	Net income	—	—		—	—		—				—		238.4					—			—				238.4		Net income	—		—		—	—		—				—				2,944.7				—				—				2,944.7
Other comprehensive loss, net of tax		—	—		—	—		—				(24.9)		—					—			—				(24.9)
Other comprehensive income (loss), net of tax																												Other comprehensive income (loss), net of tax	—		—		—	—		—				130.7				—				—				—				130.7
Issuance of common stock for stock plans, net and employee stock purchase plan	Issuance of common stock for stock plans, net and employee stock purchase plan	0.2	—		—	—		(5.0)				—		—					1.7			—				(3.3)		Issuance of common stock for stock plans, net and employee stock purchase plan	0.3		0.1		—	—		24.6				—				—				2.5				—				27.2
Treasury stock repurchase	Treasury stock repurchase	(0.2)	—		0.2	—		—				—		—					(47.8)			—				(47.8)		Treasury stock repurchase	(0.1)		—		0.1	—		—				—				—				(24.8)				—				(24.8)
Dividends on common stock ($0.03 per share)	Dividends on common stock ($0.03 per share)	—	—		—	—		—				—		(3.0)					—			—				(3.0)		Dividends on common stock ($0.03 per share)	—		—		—	—		—				—				(3.0)				—				—				(3.0)
Share-based compensation expense	Share-based compensation expense	—	—		—	—		36.8				—		—					—			—				36.8		Share-based compensation expense	—		—		—	—		43.8				—				—				—				—				43.8
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																												ASU 2016-13 adoption	—		—		—	—		—				—				(1.4)				—				—				(1.4)
Balance at October 31, 2021																												Balance at October 31, 2021	49.3		$	5.0	4.4	$	0.4	$	1,715.2			$	(341.3)			$	6,202.1			$	(639.6)			$	0.2			$	6,942.0
Net income	Net income	—	—		—	—		—				—		2,944.7					—			—				2,944.7		Net income	—		—		—	—		—				—				385.8				—				—				385.8
Other comprehensive income, net of tax		—	—		—	—		—				130.7		—					—			—				130.7
Other comprehensive income (loss), net of tax																												Other comprehensive income (loss), net of tax	—		—		—	—		—				(125.5)				—				—				—				(125.5)
Issuance of common stock for stock plans, net and employee stock purchase plan	Issuance of common stock for stock plans, net and employee stock purchase plan	0.3	0.1		—	—		24.6				—		—					2.5			$	—			27.2		Issuance of common stock for stock plans, net and employee stock purchase plan	0.1		—		—	—		(2.1)				—				—				3.6				—				1.5
Treasury stock repurchase	Treasury stock repurchase	(0.1)	—		0.1	—		—				—		—					(24.8)			—				(24.8)		Treasury stock repurchase	(0.1)		—		0.1	—		—				—				—				(78.5)				—				(78.5)

Dividends on common stock ($0.03 per share)	Dividends on common stock ($0.03 per share)	—	—		—	—		—				—		(3.0)					—			—				(3.0)		Dividends on common stock ($0.03 per share)	—		—		—	—		—				—				(3.0)				—				—				(3.0)
Share-based compensation expense	Share-based compensation expense	—	—		—	—		43.8				—		—					—			—				43.8		Share-based compensation expense	—		—		—	—		52.4				—				—				—				—				52.4
ASU 2016-13 adoption		—	—		—	—		—				—		(1.4)					—			—				(1.4)

Balance at October 31, 2021		49.3	$	5.0	4.4	$	0.4	$	1,715.2			$	(341.3)	$	6,202.1				$	(639.6)		$	0.2			$	6,942.0
Balance at October 31, 2022																												Balance at October 31, 2022	49.3		$	5.0	4.5	$	0.4	$	1,765.5			$	(466.8)			$	6,584.9			$	(714.5)			$	0.2			$	7,174.7
Net income	Net income	—	—		—	—		—				—		385.8					—			—				385.8		Net income	—		—		—	—		—				—				294.2				—				—				294.2
Other comprehensive income, net of tax		—	—		—	—		—				(125.5)		—					—			—				(125.5)
Other comprehensive income (loss), net of tax																												Other comprehensive income (loss), net of tax	—		—		—	—		—				13.0				—				—				—				13.0
Issuance of common stock for stock plans, net and employee stock purchase plan	Issuance of common stock for stock plans, net and employee stock purchase plan	0.1	—		—	—		(2.1)				—		—					3.6			—				1.5		Issuance of common stock for stock plans, net and employee stock purchase plan	0.2		—		(0.1)	—		7.1				—				—				4.2				—				11.3
Treasury stock repurchase		(0.1)	—		0.1	—		—				—		—					(78.5)			—				(78.5)

Dividends on common stock ($0.03 per share)	Dividends on common stock ($0.03 per share)	—	—		—	—		—				—		(3.0)					—			—				(3.0)		Dividends on common stock ($0.03 per share)	—		—		—	—		—				—				(3.0)				—				—				(3.0)
Share-based compensation expense	Share-based compensation expense	—	—		—	—		52.4				—		—					—			—				52.4		Share-based compensation expense	—		—		—	—		60.8				—				—				—				—				60.8
Balance at October 31, 2022		49.3	$	5.0	4.5	$	0.4	$	1,765.5			$	(466.8)	$	6,584.9				$	(714.5)		$	0.2			$	7,174.7
Balance at October 31, 2023																												Balance at October 31, 2023	49.5		$	5.0	4.4	$	0.4	$	1,833.4			$	(453.8)			$	6,876.1			$	(710.3)			$	0.2			$	7,551.0


(In millions)
2023	$	42.2
2024	36.6
2025	32.8
2026	30.2
2027	26.6
Thereafter	115.8
Total lease payments	$	284.2
Less: interest	43.2
Present value of lease liabilities	$	241.0


(In millions)
2024	46.4
2025	41.6
2026	37.7
2027	32.8
2028	26.8
Thereafter	123.4
Total lease payments	$	308.7
Less: interest	54.9
Present value of lease liabilities	$	253.8


~~(In millions)~~
~~Current assets:~~
~~Cash and cash equivalents~~	$	~~58.6~~
~~Trade accounts receivable, net~~	~~18.1~~
~~Inventories~~	~~3.3~~
~~Prepaid expense and other current assets~~	~~33.5~~
~~Total current assets~~	~~113.5~~
~~Property, plant and equipment~~	~~42.6~~

~~Goodwill~~	~~1,177.3~~
~~Customer relationships~~	~~718.3~~
~~Trademarks~~	~~54.9~~

~~Other assets~~	~~21.5~~
~~Total assets acquired~~	$	~~2,128.1~~

~~Current liabilities:~~
~~Accounts payable~~	$	~~12.6~~
~~Employee compensation and benefits~~	~~12.3~~

~~Deferred revenue~~	~~68.0~~
~~Other current liabilities~~	~~12.4~~
~~Total current liabilities~~	~~105.3~~
~~Deferred tax liabilities~~	~~147.3~~

~~Lease liabilities~~	~~16.6~~
~~Deferred revenue~~	~~192.2~~

~~Other long-term liabilities~~	~~3.6~~
~~Total liabilities assumed~~	$	~~465.0~~

~~Total purchase price~~	$	~~1,663.1~~


	October 31, 2023				October 31, 2022
(In millions)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization		Weighted-average Amortization Period (in years)
Intangible assets with definite lives:
Trademarks	$	208.9	$	81.1	$	209.6	$	62.4	15
Composite intangible asset	1,061.9		424.8		1,061.9		354.0		15
Technology	494.5		335.4		504.1		317.5		13
Customer relationships	1,099.2		345.8		1,092.7		287.0		19
License and distribution rights and other	51.6		28.0		50.7		23.8		11
	2,916.1		$	1,215.1	2,919.0		$	1,044.7	16
Less: accumulated amortization and translation	1,215.1				1,044.7
Intangible assets with definite lives, net	$	1,701.0			$	1,874.3
Intangible assets with indefinite lives, net (1)	9.3				10.8
Total other intangibles, net	$	1,710.3			$	1,885.1


	October 31, 2022				October 31, 2021
(In millions)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization		Weighted Average Amortization Period (in years)
Intangible assets with definite lives:
Trademarks	$	209.6	$	62.4	$	156.7	$	49.1	15
Composite intangible asset	1,061.9		354.0		1,061.8		283.2		15
Technology	504.1		317.5		513.0		287.9		12
Customer relationships	1,092.7		287.0		378.4		240.1		19
License and distribution rights and other	50.7		23.8		33.4		21.6		11
	2,919.0		$	1,044.7	2,143.3		$	881.9	16
Less: accumulated amortization and translation	1,044.7				881.9
Intangible assets with definite lives, net	$	1,874.3			$	1,261.4
Intangible assets with indefinite lives, net (1)	10.8				10.1
Total other intangibles, net	$	1,885.1			$	1,271.5


Fiscal years:	(In millions)
2024	$	179.5
2025	169.5
2026	162.0
2027	147.7
2028	143.2
Thereafter	899.1
Total remaining amortization for intangible assets with definite lives	$	1,701.0


(In millions)
~~Balance at October 31, 2020~~	$	~~58.5~~
~~Decrease based on tax positions in prior fiscal years~~	~~(8.3)~~
~~Increase based on tax positions in current fiscal year~~	~~307.2~~
~~Settlements~~	~~(1.9)~~
~~Lapses of statutes of limitations~~	~~(1.7)~~
Balance at October 31, 2021	$	353.8
Decrease based on tax positions in prior fiscal years	(12.5)

Settlements	(0.2)

Lapses of statutes of limitations	(4.2)

Balance at October 31, 2022	$	336.9
Decrease based on tax positions in prior fiscal years	(0.5)
Increase based on tax positions in current fiscal year	2.0


Lapses of statutes of limitations	(6.9)

Balance at October 31, 2023	$	331.5


Years Ended October 31,	Years Ended October 31,							Years Ended October 31,
(In millions, except for earnings per share)	(In millions, except for earnings per share)	2022		2021		2020		(In millions, except for earnings per share)	2023		2022		2021
Net income	Net income	$	385.8	$	2,944.7	$	238.4	Net income	$	294.2	$	385.8	$	2,944.7
Basic:	Basic:							Basic:
Weighted average common shares		49.3		49.2		49.1
Weighted-average common shares								Weighted-average common shares	49.5		49.3		49.2
Basic earnings per share	Basic earnings per share	$	7.83	$	59.80	$	4.85	Basic earnings per share	$	5.94	$	7.83	$	59.80
Diluted:	Diluted:							Diluted:
Weighted average common shares		49.3		49.2		49.1
Weighted-average common shares								Weighted-average common shares	49.5		49.3		49.2
Effect of dilutive stock plans	Effect of dilutive stock plans	0.4		0.6		0.5		Effect of dilutive stock plans	0.3		0.4		0.6
Diluted weighted average common shares		49.7		49.8		49.6��
Diluted weighted-average common shares								Diluted weighted-average common shares	49.8		49.7		49.8
Diluted earnings per share	Diluted earnings per share	$	7.76	$	59.16	$	4.81	Diluted earnings per share	$	5.91	$	7.76	$	59.16


October 31,	October 31,							October 31,
(In millions)	(In millions)	2022		2021		2020		(In millions)	2023		2022		2021
Selling, general and administrative expense	Selling, general and administrative expense	$	46.7	$	38.4	$	32.2	Selling, general and administrative expense	$	54.8	$	46.7	$	38.4
Cost of sales	Cost of sales	4.5		3.9		4.0		Cost of sales	4.2		4.5		3.9
Research and development expense	Research and development expense	3.0		2.4		2.4		Research and development expense	3.1		3.0		2.4
Total compensation expense	Total compensation expense	$	54.2	$	44.7	$	38.6	Total compensation expense	$	62.1	$	54.2	$	44.7
Related income tax benefit	Related income tax benefit	$	5.0	$	5.6	$	4.8	Related income tax benefit	$	5.0	$	5.0	$	5.6


		Number of Shares	Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value			Number of Shares	Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at October 31, 2021		972,692	$	245.09
Outstanding at October 31, 2022								Outstanding at October 31, 2022	1,063,843	$	264.85
Granted	Granted	122,760	$	403.44				Granted	86,241	$	329.83
Exercised	Exercised	(26,866)	$	171.87				Exercised	(71,808)	$	155.45
Forfeited or expired	Forfeited or expired	(4,743)	$	325.21				Forfeited or expired	(720)	$	337.72
Outstanding at October 31, 2022		1,063,843	$	264.85	5.75
Vested and expected to vest at October 31, 2022		1,038,594	$	262.91	5.70	$	38,806,329
Vested and exercisable at October 31, 2022		624,512	$	223.45	4.57	$	35,586,767
Outstanding at October 31, 2023								Outstanding at October 31, 2023	1,077,556	$	277.29	5.36	$	53,510,367
Vested and expected to vest at October 31, 2023								Vested and expected to vest at October 31, 2023	1,059,841	$	276.11	5.32	$	53,475,275
Vested and exercisable at October 31, 2023								Vested and exercisable at October 31, 2023	729,591	$	248.34	4.38	$	50,797,891


		Number of Shares	Weighted- Average Grant Date Fair Value Per Share			Number of Shares	Weighted- Average Grant Date Fair Value Per Share
Non-vested RSUs at October 31, 2021		317,335	$	293.80
Non-vested RSUs at October 31, 2022					Non-vested RSUs at October 31, 2022	289,238	$	340.68
Granted	Granted	113,079	$	399.21	Granted	145,655	$	335.32
Vested and issued	Vested and issued	(113,301)	$	271.74	Vested and issued	(107,403)	$	320.22
Forfeited or expired	Forfeited or expired	(27,875)	$	324.67	Forfeited or expired	(37,461)	$	344.72
Non-vested RSUs at October 31, 2022		289,238	$	340.68
Non-vested RSUs at October 31, 2023					Non-vested RSUs at October 31, 2023	290,029	$	345.03


Years (In millions)	Years (In millions)			Years (In millions)
2023		$	9.4
2024	2024	$	11.0	2024	$	10.9
2025	2025	$	11.9	2025	$	11.0
2026	2026	$	11.4	2026	$	10.3
2027	2027	$	11.9	2027	$	11.2
2028-2032		$	66.1
2028				2028	$	12.3
2029-2033				2029-2033	$	65.9


(In millions)	(In millions)	United States		Europe		Rest of World, Other Eliminations & Corporate		Consolidated		(In millions)	United States		Europe		Rest of World, Other Eliminations & Corporate		Consolidated
2023										2023
Net sales to unaffiliated customers										Net sales to unaffiliated customers	$	1,812.2	$	1,041.2	$	739.8	$	3,593.2
Sales between geographic areas										Sales between geographic areas	563.1		1,016.7		(1,579.8)		—
Net sales										Net sales	$	2,375.3	$	2,057.9	$	(840.0)	$	3,593.2
Operating income										Operating income	$	—	$	516.2	$	16.9	$	533.1
Long-lived assets										Long-lived assets	$	1,027.6	$	325.9	$	279.1	$	1,632.6
2022	2022									2022
Net sales to unaffiliated customers	Net sales to unaffiliated customers	$	1,638.5	$	987.2	$	682.7	$	3,308.4	Net sales to unaffiliated customers	$	1,638.5	$	987.2	$	682.7	$	3,308.4
Sales between geographic areas	Sales between geographic areas	514.4		897.3		(1,411.7)		—		Sales between geographic areas	514.4		897.3		(1,411.7)		—
Net sales	Net sales	$	2,152.9	$	1,884.5	$	(729.0)	$	3,308.4	Net sales	$	2,152.9	$	1,884.5	$	(729.0)	$	3,308.4
Operating income		$	71.8	$	403.8	$	32.0	$	507.6
Operating (loss) income										Operating (loss) income	$	71.8	$	403.8	$	32.0	$	507.6
Long-lived assets	Long-lived assets	$	856.1	$	310.8	$	266.0	$	1,432.9	Long-lived assets	$	856.1	$	310.8	$	266.0	$	1,432.9
2021	2021									2021
Net sales to unaffiliated customers	Net sales to unaffiliated customers	$	1,339.2	$	957.9	$	625.4	$	2,922.5	Net sales to unaffiliated customers	$	1,339.2	$	957.9	$	625.4	$	2,922.5
Sales between geographic areas	Sales between geographic areas	494.9		815.1		(1,310.0)		—		Sales between geographic areas	494.9		815.1		(1,310.0)		—
Net sales	Net sales	$	1,834.1	$	1,773.0	$	(684.6)	$	2,922.5	Net sales	$	1,834.1	$	1,773.0	$	(684.6)	$	2,922.5
Operating (loss) income	Operating (loss) income	$	(26.8)	$	416.2	$	116.4	$	505.8	Operating (loss) income	$	(26.8)	$	416.2	$	116.4	$	505.8
Long-lived assets	Long-lived assets	$	737.5	$	377.2	$	232.9	$	1,347.6	Long-lived assets	$	737.5	$	377.2	$	232.9	$	1,347.6
2020
Net sales to unaffiliated customers		$	1,103.6	$	789.8	$	537.5	$	2,430.9
Sales between geographic areas		391.7		327.1		(718.8)		—
Net sales		$	1,495.3	$	1,116.9	$	(181.3)	$	2,430.9
Operating (loss) income		$	(14.5)	$	21.9	$	304.4	$	311.8
Long-lived assets		$	721.3	$	363.0	$	197.6	$	1,281.9


Periods Ended October 31,
(In millions)		2022		2021		2020
Derivatives designated as cash flow hedges	Location of Loss (Income) Recognized on Derivatives
Interest rate swap contracts	Interest expense (income)	$	(2.3)	$	8.0	$	3.7


(In millions)	Amount
~~Balance as of October 31, 2020~~	$	~~(17.1)~~
~~Amount recognized in other comprehensive income on interest rate swap contracts, gross ($20.0, net of tax)~~	~~26.3~~
~~Amount reclassified from other comprehensive income into earnings, gross ($6.1, net of tax)~~	8
Balance gain as of October 31, 2021	$	17.2
Amount recognized in other comprehensive income on interest rate swap contracts, gross ($79.7, net of tax)	105.1
Amount reclassified from other comprehensive income into earnings, gross ($1.7, net of tax)	2.2
Balance gain as of October 31, 2022	$	124.5
Amount recognized in other comprehensive income on interest rate swap contracts, gross ($25.7, net of tax)	33.7
Amount reclassified from other comprehensive income into earnings, gross ($(32.7), net of tax)	(43.1)
Balance gain as of October 31, 2023	$	115.1


(In millions)	(In millions)	Balance Beginning of Year	Additions	Reductions/ Charges	Balance at End of Year	(In millions)	Balance Beginning of Year	Additions	Reductions/ Charges	Balance at End of Year
Deferred income tax valuation allowance:	Deferred income tax valuation allowance:					Deferred income tax valuation allowance:
Year Ended October 31, 2023						Year Ended October 31, 2023	60.1	2.6	(42.0)	20.7
Year Ended October 31, 2022	Year Ended October 31, 2022	51.8	13.3	(5.0)	60.1	Year Ended October 31, 2022	51.8	13.3	(5.0)	60.1
Year Ended October 31, 2021	Year Ended October 31, 2021	45.3	8.8	(2.3)	51.8	Year Ended October 31, 2021	45.3	8.8	(2.3)	51.8
Year Ended October 31, 2020		41.5	5.9	(2.1)	45.3


~~Exhibit Number~~			~~Description of Document~~
~~3.1~~			~~Second Restated Certificate of Incorporation filed with the Delaware Secretary of State, incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated January 13, 2006~~
~~3.2~~			~~Amended and Restated By-Laws, The Cooper Companies, Inc., dated December 12, 2018, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated December 18, 2018~~
~~4.1~~			Description of Securities of The Cooper Companies, Inc. Registered under Section 12 of the Exchange Act, incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended October 31, 2019
~~10.1#~~			The Cooper Companies, Inc. Change in Control Severance Plan, dated May 21, 2007, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10‑Q for the fiscal quarter ended July 31, 2007
~~10.2#~~			Executive Employment Agreement by and between The Cooper Companies, Inc. and Albert G. White III, effective as of November 1, 2018, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 31, 2019
~~10.3#~~			Executive Employment Agreement by and between The Cooper Companies, Inc. and Daniel G. McBride, effective as of November 1, 2018, incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on May 31, 2019
~~10.4#~~			Executive Employment Agreement by and between The Cooper Companies, Inc. and Brian G. Andrews, effective as of November 1, 2018, incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on May 31, 2019
~~10.5#~~			Executive Employment Agreement by and between The Cooper Companies, Inc. and Holly R. Sheffield, effective as of November 1, 2018, incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on May 31, 2019
~~10.6#~~			~~The Third Amended and Restated 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to the Company's Proxy Statement filed January 29, 2016~~
~~10.7#~~			Form of Non-Qualified Stock Option Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.32 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007
~~10.8#~~			Form of Deferred Stock Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.34 of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2007
~~10.9#~~			Form of Long Term Performance Share Award Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated February 13, 2009
~~10.10#~~			~~The Cooper Companies, Inc.’s 2019 Employee Stock Purchase Plan incorporated by reference to Company’s Proxy Statement filed February 01, 2019~~
~~10.11#~~			~~The 2020 Long Term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc., incorporated by reference to the Company's Proxy Statement filed February 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, Inc~~.~~, incorporated by reference to Exhibit 10.13to the Company's Annual Report on Form 10-K for the fiscal~~ ~~year ended October 31, 2020, incorporated by reference to Exhibit 10.1~~
~~10.13(a)~~			License Agreement dated as of November 19, 2007, by and among CIBA Vision AG, CIBA Vision Corporate and CooperVision, Inc., incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K for the fiscal year ended October 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, Inc., incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on December 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, Inc., incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 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, Inc., incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated January 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 Company, incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated January 12, 2005