COOPER COMPANIES, INC. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures The Company has established and currently maintains disclosure controls and procedures designed to ensure that information required to be disclosed in its reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In conjunction with the close of each fiscal quarter, the Company conducts a review and evaluation, under the supervision and with the participation of the Company's management, including the Chief Executive Officer (our Principal Executive Officer) and Chief Financial Officer (our Principal Financial Officer), of the effectiveness of the design and operation of the Company's disclosure controls and procedures. The Company's Chief Executive Officer and Chief Financial Officer based upon their evaluation as of October 31, 2022, the end of the fiscal period covered in this report, concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level. Management's Annual Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements, errors or fraud. Management assessed the effectiveness of the Company's internal control over financial reporting as of October 31, 2022, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) . Based on this assessment, management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, concluded that the Company's internal control over financial reporting was effective as of October 31, 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. Changes in Internal Control Over Financial Reporting 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. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 103 THE COOPER COMPANIES, INC. AND SUBSIDIARIES PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item is incorporated by reference to the Company’s Proxy Statement for the Annual Meeting of Stockholders scheduled to be held in March 2023 (the 2023 Proxy Statement). Item 11. Executive Compensation. The information required by this item is incorporated by reference to the 2023 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. See Item 5. Market for Registrant's Common Equity and Related Stockholder Matters - Equity Compensation Plan Information. Additional information required by this item is incorporated by reference to the 2023 Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item is incorporated by reference to the 2023 Proxy Statement. Item 14. Principal Accounting Fees and Services. The information required by this item is incorporated by reference to “Report of the Audit Committee” section of the 2023 Proxy Statement. 104 THE COOPER COMPANIES, INC. AND SUBSIDIARIES PART IV Item 15. Exhibits and Financial Statement Schedules. (a) 1. Financial Statements The following financial statements are filed as a part of this report: Report of KPMG LLP, Independent Registered Public Accounting Firm Consolidated Financial Statements: Statements of Income for the years ended October 31, 2022, 2021 and 2020 Statements of Comprehensive Income for the years ended October 31, 2022, 2021 and 2020 Balance Sheets as of October 31, 2022 and 2021 Statements of Stockholders' Equity for the years ended October 31, 2022, 2021 and 2020 Statements of Cash Flows for the years ended October 31, 2022, 2021 and 2020 Notes to Consolidated Financial Statements 2. Financial Statement Schedules of the Company. Schedule Number Description Schedule II Valuation and Qualifying Accounts (b) Exhibits. The exhibits listed on the accompanying Exhibit Index are filed as part of this report. All other schedules which are included in the applicable accounting regulations of the Securities and Exchange Commission are not required here because they are not applicable. 105 Schedule II THE COOPER COMPANIES, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS Three Years Ended October 31, 2022 (In millions) Balance Beginning of Year Additions Reductions/ Charges Balance at End of Year Deferred income tax valuation allowance: Year Ended October 31, 2022 51.8 13.3 ( 5.0 ) 60.1 Year Ended October 31, 2021 45.3 8.8 ( 2.3 ) 51.8 Year Ended October 31, 2020 41.5 5.9 ( 2.1 ) 45.3 106 THE COOPER COMPANIES, INC. AND SUBSIDIARIES EXHIBIT INDEX 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 10.13 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 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 107 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 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. 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 23 Consent of Independent Registered Public Accounting Firm 24 Power of Attorney (included on signature page hereto) 31.1 Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 31.2 Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 32.1* Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 32.2* Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 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 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) (a) The agreement received confidential treatment from the Securities and Exchange Commission with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Commission. # Indicates management contract or compensatory plan. * The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the SEC and are not to be incorporated by reference into any filing of The Cooper Companies, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing. 108 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Item 16. Form 10-K Summary . None. 109 THE COOPER COMPANIES, INC. AND SUBSIDIARIES SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December 9, 2022. THE COOPER COMPANIES, INC. By: /s/ Albert G. White, III Albert G. White, III President & Chief Executive Officer 110 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the dates set forth opposite their respective names. Signature Capacity Date /s/ ALBERT G. WHITE, III President, Chief Executive Officer and Director (Principal Executive Officer) December 9, 2022 (Albert G. White, III) /s/ ROBERT S. WEISS Chairman of the Board December 9, 2022 (Robert S. Weiss) /s/ WILLIAM A. KOZY Vice Chairman of the Board and Lead Director December 9, 2022 (William A. Kozy) /s/ BRIAN G. ANDREWS Executive Vice President, Chief Financial Officer and Treasurer December 9, 2022 (Brian G. Andrews) (Principal Financial Officer) /s/ AGOSTINO RICUPATI Senior Vice President and Chief Accounting Officer December 9, 2022 (Agostino Ricupati) (Principal Accounting Officer) /s/ COLLEEN E. JAY Director December 9, 2022 (Colleen E. Jay) /s/ JODY S. LINDELL Director December 9, 2022 (Jody S. Lindell) /s/ GARY S. PETERSMEYER Director December 9, 2022 (Gary S. Petersmeyer) /s/ MARIA RIVAS M.D. Director December 9, 2022 (Maria Rivas M.D.) /s/ TERESA S. MADDEN Director December 9, 2022 (Teresa S. Madden) /s/ CYNTHIA L. LUCCHESE Director December 9, 2022 (Cynthia L. Lucchese) 111 THE COOPER COMPANIES, INC. AND SUBSIDIARIES CORPORATE INFORMATION BOARD OF DIRECTORS Robert S. Weiss Chairman of the Board William A. Kozy Vice Chairman and Lead Director Colleen E. Jay Director Jody S. Lindell President and Chief Executive Officer, S.G. Management, Inc. Cynthia L. Lucchese Chief Strategy Officer, Penske Entertainment Corp. Teresa S. Madden Director Gary S. Petersmeyer Director Maria Rivas M.D. Global Chief Medical Affairs Officer and Head of Evidence Generation, Pfizer, Inc. Albert G. White, III President & Chief Executive Officer COMMITTEES OF THE BOARD Audit Committee Teresa S. Madden (Chairman) Jody S. Lindell Cynthia L. Lucchese Gary S. Petersmeyer Maria Rivas M.D. Corporate Governance and Nominating Committee William A. Kozy (Chairman) Colleen E. Jay Jody S. Lindell Cynthia L. Lucchese Maria Rivas M.D. Organization and Compensation Committee Colleen E. Jay (Chairman) William A. Kozy Teresa S. Madden Gary S. Petersmeyer EXECUTIVE OFFICERS Albert G. White, III President and Chief Executive Officer Daniel G. McBride Executive Vice President and Chief Operating Officer Brian G. Andrews Executive Vice President, Chief Financial Officer and Treasurer Agostino Ricupati Senior Vice President and Chief Accounting Officer Nicholas S. Khadder Vice President, General Counsel and Corporate Secretary Holly R. Sheffield President of CooperSurgical, Inc. Gerard H. Warner III President of CooperVision, Inc. PRINCIPAL SUBSIDIARIES CooperVision, Inc. 6101 Bollinger Canyon Road Suite 500 San Ramon, CA 94583 925-460-3600 www.coopervision.com CooperSurgical, Inc. 75 Corporate Drive Trumbull, CT 06611 203-601-5200 www.coopersurgical.com CORPORATE OFFICES The Cooper Companies, Inc. 6101 Bollinger Canyon Road Suite 500 San Ramon, CA 94583 925-460-3600 www.coopercos.com INVESTOR INFORMATION Recent news releases, the annual report on Securities and Exchange Commission Form 10-K, information about the Company's corporate governance program, recent investor presentations, replays of quarterly conference calls and historical stock quotes are available on our Web site at www.coopercos.com. INVESTOR RELATIONS CONTACT Kim Duncan Vice President, Investor Relations and Risk Management 6101 Bollinger Canyon Road Suite 500 San Ramon, CA 94583 Voice: 925-460-3663 E-mail: ir@cooperco.com ANNUAL MEETING The Cooper Companies will hold its Annual Stockholders' Meeting in March 2023. TRANSFER AGENT American Stock Transfer & Trust Company 6201 15th Avenue Brooklyn, NY 11219 800-937-5449 TRADEMARKS The Cooper Companies, Inc., its subsidiaries or affiliates own, license or distribute the registered trademarks, common law trademarks and trade names referenced in this report. INDEPENDENT AUDITORS KPMG LLP STOCK EXCHANGE LISTING The New York Stock Exchange Ticker Symbol “COO” 112