What changed in this filing

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Item 9A. Controls and Procedures

2022-12-09 compared with 2021-12-10 · 26 added, 36 removed, 195 unchanged (24% of the section changed)

12 unchanged sentences

Based on this assessment, management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, concluded that the Company's internal control over financial reporting was effective as of October 31, 2022.

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

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

as of and for the year ended October 31, 2022.

The Company's independent registered public accounting firm, KPMG LLP, has audited the effectiveness of the Company's internal control over financial reporting as of October 31, 2022, as stated in their report in Part II, Item 8 of this Annual Report on Form 10-K.

1 unchanged sentence

There have been no changes in the Company's internal control over financial reporting during the Company's fiscal quarter ended October 31, 2022, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

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

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

Other Information.

38 unchanged sentences

(In millions) Balance

of Year Additions

Expenses (Deductions)

Allowance for doubtful accounts:

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

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

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

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

(In millions) Balance

of Year Additions Reductions/ Charges Balance

30 unchanged sentences

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 10.13 to the C ompan y's An nual Report on Form 10-K for the fiscal year ended October 31, 2020 , incorporated by reference to Exhibit 10.1

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

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Exhibit Number Description of Document

Amendment No.

3 unchanged sentences

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

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Exhibit Number Description of Document

10.18 Revolving Credit and Term Loan Agreement, dated as of April 1, 2020, among the Company, CooperVision International Holding Company, LP, CooperSurgical Netherlands B.V., CooperVision Holding Kft., the lenders from time to time party thereto and KeyBank National Association, as administrative agent, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 2, 2020

10.19 Amendment No.

1 and Joinder, dated as of October 30, 2020, to Revolving Credit and Term Loan Agreement, dated as of April 1, 2020, among the Company, CooperVision International Holding Company, LP, CooperSurgical Netherlands B.V., CooperVision Holding Kft., the lenders from time to time party thereto and KeyBank National Association, as administrat ive agent, incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2020

1 and Joinder, dated as of October 30, 2020, to Revolving Credit and Term Loan Agreement, dated as of April 1, 2020, among the Company, CooperVision International Holding Company, LP, CooperSurgical Netherlands B.V., CooperVision Holding Kft., the lenders from time to time party thereto and KeyBank National Association, as administrative agent, incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2020

10.20 Loan Agreement, dated as of November 2, 2021, among the Company, the lenders party thereto and The Bank of Nova Scotia, as administrative agent, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 5, 2021

10.21 Term Loan Agreement, dated as of December 17, 2021, by and among The Cooper Companies, Inc., the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent, incorporated by reference to the Company's Current Report on Form 8-K filed on December 17, 2021.

10.22 Amendment No.2 and Joinder, dated as of December 17, 2021, to Revolving Credit and Term Loan Agreement, dated as of April 1, 2020, among the Company, CooperVision International Limited, CooperVision Holding Kft., CooperSurgical Holdings Limited, the lenders party thereto, and KeyBank, National Association, as administrative agent , Exhibit 10.

3 of the Company's Current Report on Form 8-K filed December 10, 2021

10.23# The Cooper Companies, Inc.

202 1 Incentive Payment Plan, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed February 2 , 20 21

10.22 Agreement and Plan of Merger, dated as of November 6, 2021, by and among T he Cooper Compan ies, I nc.

, CooperSurgical, Inc., Bruin Merger Sub, LLC, GI Generate Parent LLC, and GI Partners Acquisitions LLC., incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated November 10, 2021

2022 Incentive Payment Plan, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed December 10, 202 1

10.24 Agreement and Plan of Merger, dated as of November 6, 2021, by and among The Cooper Companies, Inc., CooperSurgical, Inc., Bruin Merger Sub, LLC, GI Generate Parent LLC, and GI Partners Acquisitions LLC., incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated November 10, 2021

21 Subsidiaries

6 unchanged sentences

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

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Exhibit Number Description of Document

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

18 unchanged sentences

/s/ ALBERT G.

President, Chief Executive Officer and Director (Principal Executive Officer) December 10, 2021

WHITE, III President, Chief Executive Officer and Director (Principal Executive Officer) December 9, 2022

/s/ ROBERT S.

2 unchanged sentences

KOZY Vice Chairman of the Board and Lead Director December 9, 2022

ANDREWS Executive Vice President, Chief Financial Officer & Treasurer December 10, 2021

ANDREWS Executive Vice President, Chief Financial Officer and Treasurer December 9, 2022

Andrews) (Principal Financial Officer)

/s/ AGOSTINO RICUPATI Chief Accounting Officer & Senior Vice President, Finance & Tax December 10, 2021

/s/ AGOSTINO RICUPATI Senior Vice President and Chief Accounting Officer December 9, 2022

(Agostino Ricupati) (Principal Accounting Officer)

8 unchanged sentences

MADDEN Director December 9, 2022

/s/ CYNTHIA L.

Director December 9, 2022

THE COOPER COMPANIES, INC.

6 unchanged sentences

Management, Inc.

Chief Strategy Officer, Penske Entertainment Corp.

Maria Rivas M.D.

Global Chief Medical Affairs Officer and Head of Evidence Generation, Pfizer, Inc.

President & Chief Executive Officer

1 unchanged sentence

Audit Committee

Lindell (Chairman)

Madden (Chairman)

Maria Rivas M.D.

Gary Petersmeyer

Corporate Governance and Nominating Committee

5 unchanged sentences

President and Chief Executive Officer

Vice President, Secretary and

General Counsel

Executive Vice President and Chief Operating Officer

Executive Vice President, Chief Financial Officer and Treasurer

Agostino Ricupati

Senior Vice President Finance and Tax, and Chief Accounting Officer

Executive Vice President, Chief Financial Officer & Treasurer

Holly Sheffield

Senior Vice President and Chief Accounting Officer

Vice President, General Counsel and Corporate Secretary

President of CooperSurgical, Inc.

McBride, Esq.

Executive Vice President and Chief Operating Officer;

President of CooperVision, Inc.

16 unchanged sentences

INVESTOR RELATIONS CONTACT

Vice President, Investor Relations & Risk Management

Vice President, Investor Relations and Risk Management

6101 Bollinger Canyon Road

13 unchanged sentences

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 9A. Controls and Procedures