What changed in this filing

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Item 7. Management’s Discussion and Analysis

2022-12-09 compared with 2021-12-10 · 147 added, 366 removed, 186 unchanged (73% of the section changed)

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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.

Non-GAAP Financial Measures

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

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

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

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

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

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

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

COVID-19 Considerations

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

The COVID-19 pandemic has caused a severe global health crisis, along with economic and societal disruptions and uncertainties, which have negatively impacted business and healthcare activity globally.

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 pandemic, Russia’s invasion of Ukraine, 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 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 have, an adverse effect on our sales, operating results and cash flows.

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.

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

We have taken an active role in addressing the ongoing pandemic’s impact on our employees, suppliers, distribution channels, operations and customers, including taking precautionary measures, such as implementing contingency plans, and making operational adjustments as necessary.

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

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

We have had no significant disruption 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, higher cost of production and higher freight charges as a result of the COVID-19 pandemic.

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

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

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

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

At this time, future developments are highly uncertain, difficult to predict and largely outside of our control.

These include, but are not limited to, the spread, duration and severity of the pandemic outbreak and any subsequent waves of additional outbreaks, including the emergence and spread of variants of the COVID-19 virus, actions taken by governments to contain the pandemic, address its impact or respond to the reduction in global and local economic activity, and how quickly and to what extent normal economic and operating conditions can resume.

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

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.

Overall, we remain optimistic about the long-term prospects for the worldwide contact lens and general health care markets.

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

Additionally, other events affecting the economy as a whole, including but not limited to the uncertainty and instability of global markets driven by foreign currency volatility, inflation, changes in tax legislation, debt concerns, the uncertainty following the United Kingdom (UK)'s withdrawal from the EU, changes to existing and new regulations, global trade barriers including additional tariffs and the trend of consolidations within the health care industry could impact our current performance and continue to represent a risk to our future performance.

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

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

modalities such as single-use and monthly wearing options.

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

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

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

CooperVision also competes in the myopia management and specialty eye care contact lens markets with myopia management contact lenses using its 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) 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, CooperVision received Chinese National Medical Products Administration (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 entities during fiscal 2021:

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

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

CooperVision acquired the following entity during fiscal 2022:

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

• 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.

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CooperSurgical has established its market presence and distribution system by developing products and acquiring companies, products and services that complement its business model.

CooperSurgical acquired the following entities during fiscal 2021:

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

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

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

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

CooperSurgical acquired the following entity during fiscal 2020:

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

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

The aggregate consideration is

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

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

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

Subsequent Events of the Consolidated Financial Statements for additional information.

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

Debt outstanding at October 31, 2021 primarily consisted of:

• $850.0 million term loan entered into on April 1, 2020

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

Debt of the Consolidated Financial Statements for additional information.

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

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

Subsequent Events of the Consolidated Financial Statements for additional information.

Assets Held for Sale

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

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

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

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

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

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

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

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

CooperSurgical acquired the following entities during fiscal 2022:

• A private cryopreservation services company in April 2022

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

CooperSurgical acquired the following entities during fiscal 2021:

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

• A privately-held medical device company in March 2021

• A privately-held medical device company in February 2021

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

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

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

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

Transition from LIBOR

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We have material contracts that are indexed to LIBOR and are continuing to monitor this activity and evaluate the related risk.

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

continuing to evaluate the scope of impacted contracts and the potential impact.

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.

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2022 Compared with 2021

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

• Operating income increased by 62% to $505.8 million from $311.8 million

• Interest expense decreased to $23.1 million from $36.8 million due to lower average debt balances and lower interest rates

• Diluted earnings per share increased by 1,131% to $59.16 from $4.81

• Operating cash flow increased by 52% to $738.6 million from $486.6 million.

Selected Statistical Information – Percentage of Net Sales

Years Ended October 31, 2021 2020 2021 vs.

2020 % Change in Absolute Values

Net sales 100 % 100 % 20 %

Cost of sales 33 % 37 % 8 %

Gross profit 67 % 63 % 27 %

Selling, general and administrative expense 41 % 41 % 22 %

Research and development expense 3 % 4 % (1) %

Amortization of intangibles 5 % 6 % 6 %

Operating income 17 % 13 % 62 %

CooperVision Net Sales

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

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

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CooperVision Net Sales by Category

($ in millions) 2022 2021 2022 vs.

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$ 2,243.3 $ 2,152.0 4 %

In the fiscal year ended October 31, 2021:

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

• Single-use sphere lenses growth was primarily driven by MyDay, clariti and MiSight lenses.

• Non single-use sphere lenses growth was primarily driven by Biofinity and ortho-k lenses.

• "Other" products primarily include lens care which represented approximately 2% of net sales in fiscal 2021 and 2020.

• Total silicone hydrogel products increased by 21%, representing 76% of net sales in fiscal 2021 compared to 74% in fiscal 2020.

• Foreign exchange rates positively impacted sales by approximately $58.9 million and had a negative impact of $2.4 million in fiscal 2020.

In fiscal 2021, net sales increased by 14% in constant currency over the prior year.

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.

Average realized prices by product did not materially influence sales growth.

• We expect to continue seeing downward pressure and volatility in certain markets related to net sales if the COVID-19 pandemic continues, as optical retailers and healthcare centers continue to restrict access, and social distancing measures continue.

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

• 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

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$ 2,243.3 $ 2,152.0 4 %

CooperVision's growth in net sales across all regions was primarily attributable to market gains of silicone hydrogel contact lenses and favorable foreign currency impacts.

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.

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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/Gynecologists (OB/GYN) in hospitals, surgical centers, fertility clinics and medical offices.

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.

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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.

($ in millions)

2021 2020 2021 vs.

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

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$ 1,065.1 $ 770.5 38 %

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

In th e fiscal year ended October 31, 2021:

• Office and surgical products increased compared to the prior year due to an increase in PARAGARD ® sales compared to the prior year.

Further, there was an increase from other office and surgical products such as Uterine Manipulators, Retractors, Closure products, Point-of-Care products and sales from our recent acquisitions, Illuminate and Fetal Pillow ® .

• Fertility net sales increased compared to the prior year mainly due to an increase in revenue from fertility consumables, equipment sales, preimplantation genetic testing and sales from our recent acquisition, Embryo Options.

• Foreign exchange rates positively impacted sales by approximately $6.2 million and had a negative impact of $2.1 million in the prior year.

In fiscal 2021, net sales increased by 30% in constant currency over the prior year.

• Sales growth was primarily driven by stronger demand for our products and services as a result of our customers continuing to reopen their health care facilities and medical offices.

• We expect to continue seeing downward pressure and volatility in certain markets related to net sales if the COVID-19 pandemic continues, as hospitals and healthcare centers continue to restrict access, and social distancing measures continue.

Consolidated Gross Margin increased in fiscal 2021 to 67% compared to 63% of fiscal 2020 primarily driven by favorable product mix and increased sales due to a recovery in demand from the impact of the COVID-19 pandemic.

Fiscal 2021 included $29.4 million of costs primarily related to integration and other manufacturing related costs.

Fiscal 2020 included $90.1 million of costs primarily related to the COVID-19 pandemic and other manufacturing related costs.

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.

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)

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

CooperVision's SGA increased in fiscal 2021 compared to fiscal 2020 primarily due to increases in distribution costs, general and administrative costs and advertising and marketing activities primarily related to myopia management.

CooperVision's SGA in fiscal 2021 included $63.9 million of costs primarily related to the increase in fair value of the contingent consideration of $56.8 million as described in Note 3.

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

CooperVision's SGA in fiscal 2020 included $6.5 million of costs primarily related to acquisition and integration activities.

CooperSurgical's SGA increased in fiscal 2021 compared to fiscal 2020 primarily due to increases in selling expenses and advertising and marketing activities.

CooperSurgical's SGA in fiscal 2021 included $19.3 million of costs primarily related to the increase in fair value of the contingent consideration of $9.3 million as described in Note 3.

Acquisitions and Assets Held for Sale of the Consolidated Financial Statements and acquisition and integration expenses.

CooperSurgical's SGA in fiscal 2020 included $19.8 million of costs primarily related to integration expenses and Medical Devices Regulation (MDR) costs.

Corporate SGA decreased in fiscal 2021 compared to fiscal 2020 primarily due to savings from lower professional fees and travel expenses as a result of the COVID-19 pandemic.

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.

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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)

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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.

As a percentage of sales, CooperVision's R&D expense remained relatively flat.

CooperVision's R&D activities are primarily focused on the development of contact lenses, manufacturing technology and process enhancements.

CooperSurgical's R&D expense decreased in fiscal 2021 compared to fiscal 2020 primarily due to timing of R&D projects and changes in headcount.

CooperSurgical has not paused research programs during the COVID-19 pandemic and has maintained its spend on innovations and increased its spend on key regulatory investment areas to support our long-term objectives.

As a percentage of sales, CooperSurgical's R&D expense decreased primarily due to an increase in net sales.

CooperSurgical's R&D activities are focused on upgrading existing and developing new products ranging from diagnostics, surgical devices to fertility instruments and solutions.

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

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$ 179.5 5 % $ 146.1 5 % 23 %

CooperVision's and CooperSurgical's amortization expense increased in absolute dollars in fiscal 2021 compared to fiscal 2020, primarily due to the amortization of intangible assets newly acquired through acquisitions.

As a percentage of sales, CooperSurgical's amortization expense decreased, primarily due to an increase in net sales.

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

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$ 507.6 15 % $ 505.8 17 % — %

CooperVision's operating income increased as a percentage of net sales and in absolute dollars in fiscal 2021 compared to fiscal 2020, primarily due to an increase in net sales partially offset by a $56.8 million expense related to the increase in fair value of the contingent consideration as described in Note 3.

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

CooperSurgical's operating income increased as a percentage of net sales and in absolute dollars in fiscal 2021 compared to fiscal 2020, primarily due to an increase in net sales and a decrease in R&D expenses.

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.

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

Corporate operating loss decreased in fiscal 2021 compared to fiscal 2020, primarily due to savings from lower professional fees and travel expenses as a result of the COVID-19 pandemic.

On a consolidated basis, operating income increased as a percentage of net sales and in absolute dollars in fiscal 2021 compared to fiscal 2020, primarily due to the increase in consolidated net sales.

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

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Interest expense $ 57.3 2 % $ 23.1 1 % 148 %

Interest expense decreased as a percentage of net sales and in absolute dollars during fiscal 2021 compared to the prior year, primarily due to lower average debt balances and lower interest rates.

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

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Foreign exchange loss 22.0 5.5

Other (income) expense, net (2.7) 7.3

Other expense (income), net 0.7 (2.7)

$ (25.0) $ (8.8)

On January 19, 2021, CooperVision acquired all of the remaining equity interests of a privately-held medical device company that develops spectacle lenses for myopia management.

The fair value remeasurement of our previous equity investment immediately before the acquisition resulted in a gain of $11.5 million recognized in the first quarter of fiscal 2021.

Foreign exchange loss primarily resulted from the revaluation and settlement of foreign currency-denominated balances.

Other income increased in fiscal 2021, primarily due to an increase in defined benefit plan related income and a decrease in losses on minority investments during the year.

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 decrease was primarily due to an intra-group transfer of intellectual property, as discussed below, and remeasurement of the related deferred tax assets caused by the UK enactment of a 25% corporate tax rate.

The effective tax rate otherwise increased due to changes in the geographical composition of pre-tax earnings, partially offset by changes in 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, the remeasurement of deferred tax assets, and earnings in foreign jurisdictions with lower tax rates partially offset by foreign earnings subject to US tax.

The effective tax rate for fiscal 2020 was lower than the US federal statutory rate primarily due to foreign earnings in jurisdictions with lower tax rates partially offset by foreign earnings subject to US tax.

In November 2020, we completed an intra-group transfer of certain intellectual property and related assets of the CooperVision business to a UK subsidiary as part of a group restructuring to establish headquarters operations in the UK.

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.

Income before income taxes resulting from this transfer is eliminated upon consolidation.

The transfer resulted in a step-up of the UK tax-deductible basis in the

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

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

intellectual property and goodwill, creating a temporary difference between the book basis and the tax basis of these assets.

As a result, we recognized a deferred tax asset of $1,987.9 million, with a corresponding income tax benefit, during the three months ended January 31, 2021.

Income Taxes of the Consolidated Financial Statements for additional information.

Share-Based Compensation Plans

We grant various share-based compensation awards, including stock options, performance shares and restricted stock units.

The share-based compensation and related income tax benefit recognized in the Consolidated Financial Statements in fiscal 2021 was $44.7 million and $5.6 million, respectively, compared to $38.6 million and $4.8 million, respectively, in fiscal 2020.

As of October 31, 2021, there was $94.3 million of total unrecognized share-based compensation cost related to non-vested awards.

Stock Plans of the Consolidated Financial Statements for additional information.

We estimate the fair value of each stock option award on the date of grant using the Black-Scholes valuation model, which requires management to make estimates regarding expected option life, stock price volatility and other assumptions.

The use of different assumptions could lead to a different estimate of fair value.

The expected life of the stock option is based on the observed and expected time to post-vesting forfeiture and/or exercise.

Groups of employees that have similar historical exercise behavior are considered separately for valuation purposes.

If our assumption for the expected life increased by one year, the fair value of an individual option granted in fiscal 2021 would have increased by approximately $9.60.

To determine the stock price volatility, management considers implied volatility from publicly-traded options on the Company's stock at the date of grant, historical volatility and other factors.

If our assumption for stock price volatility increased by one percentage point, the fair value of an individual option granted in fiscal 2021 would have increased by approximately $2.62.

Employee Stock Purchase Plan

On March 18, 2019, the Company received stockholder approval for the Employee Stock Purchase Plan (ESPP).

The first offering period began on November 4, 2019 and offerings are generally made on a quarterly basis.

The purpose of the ESPP is to provide eligible employees of the Company with the opportunity to acquire shares of common stock at 85% of the market price on the last business day of each offering period by means of accumulated payroll deductions.

Payroll deductions will be limited to 15% of the employee’s eligible compensation, not to exceed $21.3 thousand in any one calendar year.

The ESPP initially authorized the issuance of 1,000,000 shares of common stock.

These shares will be made available from shares of common stock reacquired by the Company as Treasury Stock.

During fiscal 2021 and 2020, we issued 17,575 and 11,641 shares to our employees under the ESPP, respectively.

At October 31, 2021, the number of shares remaining available for future issuance under the ESPP is 970,784 shares.

Total ESPP Share-based compensation recognized during fiscal 2021 and 2020 was $1.0 million and $0.7 million.

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.

Income Taxes for additional information.

THE COOPER COMPANIES, INC.

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CAPITAL RESOURCES AND LIQUIDITY

2021 Highlights

• Operating cash flow of $738.6 million compared to $486.6 million in fiscal 2020

• Expenditures for purchases of property, plant and equipment of $214.4 million compared to $310.4 million in fiscal 2020

• Cash payments for acquisitions and others of $235.9 million compared to $54.1 million in fiscal 2020

• Total debt, net of debt issuance cost, at $1.5 billion at the end of fiscal 2021 compared to $1.8 billion at the end of fiscal 2020

• Cash provided by operations of $738.6 million offset by capital expenditures of $214.4 million resulted in positive free cash flow of $524.2 million, up 198% compared to the prior year

Comparative Statistics

Years Ended October 31,

($ in millions)

Cash and cash equivalents $95.9 $115.9

Total assets $9,606.2 $6,737.5

Working capital $733.2 $269.8

Total debt $1,479.0 $1,793.2

Stockholders’ equity $6,942.0 $3,824.8

Ratio of debt to equity 0.21:1 0.47:1

Debt as a percentage of total capitalization 18 % 32 %

Working Capital

The increase in working capital at October 31, 2021 from the end of fiscal 2020 was primarily due to:

• decrease in short-term debt of $326.4 million primarily due to repayment of the outstanding balance of the 2020 Term Loan at maturity;

• increase in assets held-for-sale of $89.2 million.

Refer to Note 3.

Acquisitions and Assets Held for Sale for additional information;

• increase in trade accounts receivable of $79.9 million primarily due to higher sales and timing of collections;

• increase in prepaid expense and other current assets of $26.8 million,

• increase in inventories of $15.2 million due to higher sales;

• decrease in accounts payable of $14.6 million due to timing of payments, partially offset by:

• increase in other current liabilities of $34.9 million;

• increase in employee compensation and benefits of $29.7 million;

• decrease in cash and cash equivalents of $20.0 million.

At October 31, 2021, our inventory months on hand were 6.8 compared to 6.6 at October 31, 2020.

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.

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.

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

Our days sales outstanding (DSO) was 64 days at October 31, 2021 compared to 60 days at October 31, 2020.

The increase in DSO from October 31, 2020 to October 31, 2021 was primarily due to timing of collections.

($ 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 increased by $252.0 million from $486.6 million in fiscal 2020 to $738.6 million in fiscal 2021.

This increase in cash flow provided by operating activities primarily consists of:

• increase in net income of $2,706.3 million from a net income of $238.4 million in fiscal 2020 to $2,944.7 million in fiscal 2021;

• $68.4 million increase in the net changes in accrued liabilities partially due to impact from adoption of ASC 842, Leases in prior year period and higher customer rebate accruals in current period as a result of higher sales;

• $66.1 million increase in the net changes in the fair value of contingent consideration.

Refer to Note 3.

Acquisitions and Assets Held for Sale for further information;

• $53.1 million increase in the net changes in inventories primarily due to higher sales;

• $22.4 million increase in the net changes in income tax payable;

• $22.2 million increase in net changes in depreciation and amortization, from $287.1 million in fiscal 2020 to $309.3 million in fiscal 2021, partially offset by;

• $2501.3 million decrease in the net changes in deferred income taxes.

Refer to Note 6.

Income Taxes for additional information;

• $84.0 million decrease in the net changes in trade receivables primarily due to timing of collections;

• $39.2 million decrease in the net changes in accounts payable primarily due to timing of payments;

• $28.0 million decrease in the net changes in prepayments and other assets primarily due to the capitalized cloud computing costs and increase in prepaid inventory;

• $27.5 million decrease in impairment and loss on disposal of property, plant and equipment, and other.

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 increased by $85.8 million to $450.3 million in fiscal 2021 from $364.5 million in fiscal 2020, primarily due to:

• increase of $181.8 million in payments made for acquisitions in fiscal 2021 compared to the prior year period, partially offset by;

• decrease of $96.0 million in capital expenditures.

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.

Acquisitions and Joint Venture for further information.

Financing Cash Flow

Cash used in financing activities increased by $215.9 million to $311.4 million in fiscal 2021 from $95.5 million in fiscal 2020, primarily due to:

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

• $1,777.9 million decrease in proceeds from long-term debt, primarily due to funds received from the 2020 Credit Agreement (as defined below);

• $314.7 million increase in net repayments of short-term debt, primarily due to the repayments of the 2020 Term Loan Agreement (as defined below), partially offset by;

• $1,819.9 million decrease in repayments of long-term debt, primarily related to repayments of funds from the 2020 Credit Agreement (as defined below) in fiscal 2021, and termination of the 2020 Term Loan Agreement (as defined below), the 2017 Term Loan Agreement and the 2016 Credit Agreement in fiscal 2020.

On April 1, 2020, the Company entered into a Revolving Credit and Term Loan Agreement (the 2020 Credit Agreement), among the Company and KeyBank National Association, as administrative agent.

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

In addition, the Company has the ability from time to time to request an increase to the size of the revolving credit facility or establish one or more new term loans under the term loan facility in an aggregate amount up to $1.605 billion, subject to the discretionary participation of the lenders.

On October 16, 2020, the Company entered into a 364-day, $350.0 million, term loan agreement (the 2020 Term Loan Agreement) by and among the Company, the lenders party thereto and The Bank of Nova Scotia, as administrative agent, which matured on October 15, 2021.

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

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

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

Subsequent Events of the Consolidated Financial Statements for additional information.

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

2020 Revolving Credit Facility $ 1,290.0 $ 546.1 $ 1.3 $ 742.6 April 1, 2025

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

Revolving Credit:

2020 Revolving Credit $ 1,290.0 $ — $ 1.3 $ 1,288.7 April 1, 2025

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

The 2020 Credit Agreement contains customary restrictive covenants, as well as financial covenants that require the Company to maintain a certain Total Leverage Ratio and Interest Coverage Ratio.

As defined, in the 2020 Credit Agreement, we are required to maintain an Interest Coverage Ratio of at least 3.00 to 1.00, and a Total Leverage Ratio of no higher than 3.75 to 1.00.

At October 31, 2021, we were in compliance with the Interest Coverage Ratio at 43.29 to 1.00 and the Total Leverage Ratio at 1.38 to 1.00.

The Company, after considering the potential impacts of the COVID-19 pandemic, expects to remain in compliance with its financial maintenance covenant and meet its debt service obligations for at least the twelve months following the date of issuance of these financial statements.

Debt of the Consolidated Financial Statements for additional information.

As of October 31, 2022, the Company was in compliance with all debt covenants.

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.

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

Considering recent market conditions and the ongoing 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 Consolidated Financial Statements included in this quarterly report.

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;

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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.

The Company's share repurchases during the fiscal years ended October 31, 2021 and 2020 are as follows:

Years Ended October 31, 2021 2020

Number of shares 69,622 160,850

Average repurchase price per share $ 356.6 $ 296.9

Total costs of shares repurchased (in millions) $ 24.8 $ 47.8

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.

In fiscal 2021 and 2020, the Company paid a semiannual dividend of 3 cents per share:

$1.5 million or 3 cents per share on February 9, 2021 to stockholders of record on January 22, 2021;

$1.5 million or 3 cents per share on August 11, 2021 to stockholders of record on July 27, 2021;

$1.5 million or 3 cents per share on February 10, 2020 to stockholders of record on January 23, 2020;

$1.5 million or 3 cents per share on August 7, 2020 to stockholders of record on July 23, 2020.

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

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

As of October 31, 2021, we had the following contractual obligations and commercial commitments:

Stockholders’ Equity for additional information.

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 2022 2023

Contractual obligations:

Long-term debt $ 1,396.3 $ — $ — $ 1,396.3 $ —

Total 2023 2024 & 2025 2026 & 2027 2028 & Beyond

Interest payments $ 319.3 $ 95.1 $ 169.7 $ 54.5 $ —

Operating leases 317.6 42.5 69.2 59.6 146.3

Transition tax on unremitted foreign earnings and profits (1)

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270.9 181.2 87.4 2.3 —

Defined benefit plan (3)

142.8 10.7 24.4 28.1 79.6

Total contractual obligations $ 690.6 $ 288.1 $ 308.8 $ 93.7 $ —

Commercial commitments:

Stand-by letters of credit 4.9 4.9 — — —

Total $ 2,257.0 $ 178.3 $ 229.3 $ 1,619.6 $ 229.8

(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.

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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.

Income Taxes of the Consolidated Financial Statements for additional information.

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 of the Consolidated Financial Statements.

Summary of Non-GAAP Financial Measures

The non-GAAP financial measures that may be included in this MD&A and the reasons management believes they are useful to investors are described below.

These measures should be considered supplemental in nature and are not intended to be a substitute for the related financial information prepared in accordance with GAAP.

In addition, these measures may not be the same as similarly named measures presented by other companies.

Free cash flow is defined as cash provided by operating activities less capital expenditures.

Management believes free cash flow is useful for investors as an additional measure of liquidity because it represents cash that is available to grow the business, make strategic acquisitions, repay debt, buyback common stock or fund the dividend.

We use free cash flow internally to understand, manage, make operating decisions and evaluate our business.

In addition, we use free cash flow to help plan and forecast future periods.

Employee Benefits.

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

Constant currency is defined as excluding the effect of foreign currency rate fluctuations.

In order to assist with the assessment of how our underlying businesses performed, we compare the percentage change in net sales from one period to another, excluding the effect of foreign currency fluctuations.

To present this information, current period revenue for entities reporting in currencies other than the United States dollar are converted into United States dollars at the average foreign exchange rates for the corresponding period in the prior year.

Accounting Pronouncements

Information regarding new accounting pronouncements is included in Note 1.

Accounting Policies of the Consolidated Financial Statements.

Estimates and Critical Accounting Policies

Critical Accounting Estimates

Management estimates and judgments are an integral part of financial statements prepared in accordance with GAAP.

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however, actual results could differ from the original estimates, requiring adjustment to these balances in future periods.

The World Health Organization categorized the COVID-19 as a pandemic.

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

The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of net sales and expenses during the reporting period.

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

The extent to which the COVID-19 pandemic and related economic disruptions impact our business and financial results will depend on future developments including, but not limited to, the continued spread, duration and severity of the COVID-19 pandemic;

the occurrence, spread, duration and severity of any subsequent wave or waves of outbreaks, including the emergence and spread of variants of the COVID-19 virus;

the actions taken by the U.S.

and foreign governments to contain the COVID-19 pandemic, address its impact or respond to the reduction in global and local economic activity;

the occurrence, duration and severity of a global, regional or national recession, depression or other sustained adverse market event;

the impact of the developments described above on our customers and suppliers;

and how quickly and to what extent normal economic and operating conditions can resume.

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

• allowance for doubtful accounts and credit losses

• the carrying value of inventory

THE COOPER COMPANIES, INC.

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

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

There was not a material impact to the above estimates in our Consolidated Financial Statements for fiscal 2021 as a result of the COVID-19 pandemic.

We continually monitor and evaluate the estimates used as additional information becomes available.

Adjustments will be made to these provisions periodically to reflect new facts and circumstances that may indicate that historical experience may not be indicative of current and/or future results.

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

Our critical accounting policies include:

We believe the followings represent our critical accounting policies and estimates used in the preparation of our consolidated financial statements:

• Revenue recognition - We recognize revenue from product sales when obligations under the terms of a contract with the customer are satisfied;

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We evaluate contractual terms, historical experience, and perform internal analysis to estimate total product discounts at the time revenue is recognized.

Our PARAGARD program is subject to Medicaid rebates, which are estimated at the time of sale based upon the difference between current retail pricing and contractual Medicaid pricing and an estimate of the number of units that will be sold to Medicaid patients, which is informed by historical trends of claim history.

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.

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We currently disclose the impact of changes to assumptions in the quarterly or annual filing in which there is a material financial statement impact.

• Valuation of goodwill - We evaluate goodwill for impairment annually during the fiscal third quarter and when an event occurs or circumstances change such that it is reasonably possible that impairment may exist.

We account for goodwill, evaluate and test goodwill balances for impairment in accordance with related accounting standards.

We test goodwill impairment in accordance with ASU 2017-04, Intangibles - Goodwill and other (Topic 350):

Simplifying the Test for Goodwill Impairment .

We perform a qualitative assessment to test each reporting unit's goodwill for impairment.

Qualitative factors considered in this assessment include industry and market considerations, overall financial performance and other relevant events and factors affecting each reporting unit.

Based on our qualitative assessment, if we determine that the fair value of a reporting unit is more likely than not to be less than its carrying amount, the fair value of a reporting unit will be compared with its carrying amount and an impairment charge will be recognized for the amount that the carrying value exceeds the fair value of the reporting unit.

A reporting unit is the level of reporting at which goodwill is tested for impairment.

Goodwill impairment analysis and measurement is a process that requires significant judgment.

If our common stock price trades below book value per share, there are changes in market conditions or a future downturn in our business, or a future goodwill impairment test indicates an impairment of our goodwill, we may have to recognize a non-cash impairment of goodwill that

THE COOPER COMPANIES, INC.

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

could be material and could adversely affect our results of operations in the period recognized and also adversely affect our total assets and stockholders' equity.

• Business combinations - We routinely consummate business combinations.

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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 in allocation of purchase price to intangible assets include projected financial information such as revenue projections for companies acquired.

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 - We account for income taxes under the asset and liability method.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and tax credit carry forwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

As part of the process of preparing our Consolidated Financial Statements, we must estimate our income tax expense for each of the jurisdictions in which we operate.

This process requires significant management judgments and involves estimating our current tax exposures in each jurisdiction including the impact, if any, of additional taxes resulting from tax examinations as well as judging the recoverability of deferred tax assets.

To the extent recovery of deferred tax assets is not likely based on our estimation of future taxable income in each jurisdiction, a valuation allowance is established.

Tax exposures can involve complex issues and may require an extended period to resolve.

Frequent changes in tax laws in each jurisdiction complicate future estimates.

To determine the tax rate, we use the full-year income and the related income tax expense in each jurisdiction.

We update the estimated effective tax rate for the effect of significant unusual items as they are identified.

Changes in the geographic mix or estimated level of annual pre-tax income can affect the overall effective tax rate, and such changes could be material.

We file income tax returns in all jurisdictions in which we operate.

We record a liability for uncertain tax positions taken or expected to be taken in income tax returns that we have determined are not more-likely-than-not realizable.

Our financial statements reflect expected future tax consequences of such positions presuming the taxing authorities' full knowledge of the position and all relevant facts.

These tax reserves have been established based on management's assessment as to the potential exposure attributable to our uncertain tax positions as well as interest and penalties attributable to these uncertain tax positions.

All tax reserves are analyzed quarterly and adjustments are made as events occur that result in changes in judgment.

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

Aquaform ® , Avaira ® , Avaira Vitality ® , Biofinity ® , Biofinity Energys ® , MyDay ® , MiSight ® , ActivControl ® , Proclear ® and Biomedics ® are registered trademarks of The Cooper Companies, Inc., its affiliates and/or subsidiaries.

PC Technology™ and FIPS™ are trademarks of The Cooper Companies, Inc., its affiliates and/or subsidiaries.

The clariti ® mark is a registered trademark of The Cooper Companies, Inc., its affiliates and/or subsidiaries worldwide except in the United States where the use of clariti ® is licensed.

PARAGARD ® , Mara ® and Fetal Pillow ® are registered trademarks of CooperSurgical, Inc.

• 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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis