What changed in this filing

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Item 9A. Controls and Procedures

2024-12-06 compared with 2023-12-08 · 156 added, 50 removed, 183 unchanged (53% of the section changed)

4 unchanged sentences

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, 2023, 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.

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

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

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

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

generally accepted accounting principles..

Management's Annual Report on Internal Control Over Financial Reporting

3 unchanged sentences

Management assessed the effectiveness of the Company's internal control over financial reporting as of October 31, 2024, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) .

Based on this assessment, management, 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, 2023.

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, 2023, as stated in their report in Part II, Item 8 of this Annual Report on Form 10-K.

Based on this assessment, management, with participation of the Company's Chief Executive Officer and Chief Financial Officer, and under the oversight of the Board of Directors, concluded that the Company's internal control over financial reporting was not effective as of October 31, 2024 due to a material weakness in information technology (IT) general controls for the U.S.

operations within the CooperSurgical segment, related to the implementation and maintenance of certain enterprise resource planning systems (ERP) during fiscal year 2024.

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

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

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

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

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

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

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

Management’s Plan for Remediation

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

Our internal control remediation efforts include the following:

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

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

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

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

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

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

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, 2023, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

During the year ended October 31, 2024, the implementation of a new ERP system at our primary U.S.

operations of the Cooper Surgical segment impacted our internal control over financial reporting.

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

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors

The Cooper Companies, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited The Cooper Companies, Inc.

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

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

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of October 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended October 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated December 6, 2024 expressed an unqualified opinion on those consolidated financial statements.

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

A material weakness resulting from control deficiencies in information technology general controls related to the implementation and maintenance of certain enterprise resource planning systems for the U.S.

operations within the CooperSurgical segment has been identified and included in management’s assessment.

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

Basis for Opinion

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

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

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

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

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

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

Definition and Limitations of Internal Control Over Financial Reporting

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

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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

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

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Disclaimer on Additional Information in Management’s Report

We do not express an opinion or any other form of assurance on management’s statements, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting, referring to management’s plan for remediation taken after October 31, 2024, relative to the aforementioned material weakness in internal control over financial reporting.

San Francisco, California

December 6, 2024

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Other Information.

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

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

16 unchanged sentences

Exhibits and Financial Statement Schedules.

Financial Statements

(a) Financial Statements

The following financial statements are filed as a part of this report:

7 unchanged sentences

Notes to Consolidated Financial Statements.

Financial Statement Schedules of the Company.

Schedule Number Description

Schedule II Valuation and Qualifying Accounts

(b) Exhibits.

3 unchanged sentences

AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

Three Years Ended October 31, 2023

(In millions) Balance

of Year Additions Reductions/ Charges Balance

Deferred income tax valuation allowance:

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

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

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

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

EXHIBIT INDEX

1 unchanged sentence

Exhibit Number Description of Document

Form Exhibit Filing Date/

3.1 Second Restated Certificate of Incorporation

3.2 Amended and Restated By-Laws, The Cooper Companies, Inc., dated December 12, 2018

8-K 3.1 1/13/2006

3.2 Amendment to Second Restated Certificate of Incorporation

10-Q 3.1 03/01/2024

3.3 A m ended and Restated By-Laws , The Cooper Companies, Inc, dated October 22, 2024

4.1 Description of Securities of The Cooper Companies, Inc.

Registered under Section 12 of the Exchange Act

8-A 9/25/2023

10.1# The Cooper Companies, Inc.

Change in Control Severance Plan, dated May 21, 2007

10-Q 10.1 7/31/2007

10.2# Executive Employment Agreement by and between The Cooper Companies, Inc.

and Albert G.

White III, effective as of November 1, 2018

White III, effective as of March 19, 2024

10.3# Executive Employment Agreement by and between The Cooper Companies, Inc.

and Daniel G.

McBride, effective as of November 1, 2018

McBride, effective as of March 19, 2024

10-Q 10.3 4/30/2024

10.4# Executive Employment Agreement by and between The Cooper Companies, Inc.

Andrews, effective as of November 1, 2018

10-Q 10.2 4/30/2019

Executive Employment Agreement by and between The Cooper Companies, Inc.

Sheffield, effective as of November 1, 2018

10-Q 10.4 4/30/2019

10.6# The Third Amended and Restated 2007 Long-Term Incentive Plan of The Cooper Companies, Inc.

14A A 1/29/2016

10.7# Form of Non-Qualified Stock Option Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc.

10-K 10.32 10/31/2007

10.8# Form of Deferred Stock Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc.

10-K 10.34 10/31/2007

10.9# Form of Long Term Performance Share Award Agreement Pursuant to the 2007 Long-Term Incentive Plan of The Cooper Companies, Inc.

8-K 10.1 2/13/2009

10.10# The Cooper Companies, Inc.’s 2019 Employee Stock Purchase Plan

14A A 2/1/2019

10.11# The 2020 Long Term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc.

14A A 2/4/2020

10.12# Form of Restricted Stock Unit Agreement pursuant to the 2020 Long Term Incentive Plan for Non-Employee Directors of The Cooper Companies, Inc.

10.12 10/31/2024

License Agreement dated as of November 19, 2007, by and among CIBA Vision AG, CIBA Vision Corporate and CooperVision, Inc.

10-K 10.41 10/31/2008

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.

8-K 99.1 12/21/2012

10.15 Lease Contract dated as of November 6, 2003, by and between The Puerto Rico Industrial Development Company and Ocular Sciences Puerto Rico, Inc.

8-K 10.1 1/12/2005

10.16 First Supplement and Amendment to Lease Contract dated as of December 30, 2003, by and between The Puerto Rico Industrial Development Company and Ocular Sciences Puerto Rico, Inc.

8-K 10.2 1/12/2005

10.17 Assignment of Lease Agreement dated as of June 29, 2004, by and among Ocular Sciences Puerto Rico, Inc., Ocular Sciences Cayman Islands Corporation and The Puerto Rico Industrial Development Company

8-K 10.3 1/12/2005

10.18 Revolving Credit and Term Loan Agreement, dated as of April 1, 2020, among the Company, CooperVision International Holding Company, LP, CooperSurgical Netherlands B.V., CooperVision Holding Kft., the lenders from time to time party thereto and KeyBank National Association, as administrative agent

8-K 10.1 4/2/2020

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

10-K 10.20 10/31/2020

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Incorporated by Reference

Exhibit Number Description of Document

Form Exhibit Filing Date/

10.20 Term Loan Agreement, dated as of December 17, 2021, by and among The Cooper Companies, Inc., the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent.

8-K 10.1 12/17/2021

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

10.22 Agreement and Plan of Merger, dated as of November 6, 2021, by and among The Cooper Companies, Inc., CooperSurgical, Inc., Bruin Merger Sub, LLC, GI Generate Parent LLC, and GI Partners Acquisitions LLC.

10-Q 10.3 1/31/2022

10.22 Amendment No.1, dated as of February 1, 2023, to the Term Loan Agreement, dated as of December 17, 2021, by and among The Cooper Companies, Inc.

and PNC Bank, National Association, as the administrative agent.

10-Q 10.1 1/31/2023

10.23 Amendment No.

3, dated as of February 1, 2023, to the Revolving Credit and Term Loan Agreement, dated as of April 1, 2020, by and among the Company, CooperVision International Limited, and CooperSurgical Holdings Limited, the borrowers party thereto, and KeyBank National Association, as administrative agent.

The Cooper Companies, Inc.

2023 Incentive Payment Plan.

10-Q 10.2 1/31/2023

The Cooper Companies, Inc.

2023 Long-Term Incentive Plan

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Incorporated by Reference

Exhibit Number Description of Document

14A A 1/30/2023

Form of Stock Option Agreement for the 2023 Long-Term Incentive Plan

10-Q 10.2 4/30/2023

Form of Restricted Stock Unit Agreement for the 2023 Long-Term Incentive Plan

10-Q 10.3 4/30/2023

Form of Performance Stock Unit Agreement for the 2023 Long-Term Incentive Plan

10-Q 10.4 4/30/2023

The Cooper Companies, Inc.

2017 Executive Incentive Plan

14A A 1/27/2017

The Cooper Companies, Inc.

Compensation Recovery Policy

19 Stock Trading P olicy

Executive Employment Agreement by and between The Cooper Companies, In c.

and Gerard Warner, effective as of March 19, 2024

10.31 Revolving Credit Agreement, dated as of May 1, 2024, among the Company, CooperVision International Limited, the lenders from time to time party thereto and PNC Bank National Association, as administrative agent

10.32 Amendment No.

2, dated as of May 1, 2024, to the Term Loan Agreement, dated as of December 17, 2021, by and among The Cooper Companies, Inc., the lenders party thereto, and PNC Bank, National Association, as the administrative agent .

Executive Employment Agreement by and between The Cooper Companies, Inc.

and Gerard Warner, effective as of March 19, 2024

19 Stock Trading Policy

21 Subsidiaries

4 unchanged sentences

32.2* Certification of the Chief Financial Officer, pursuant to 18 U.S.C.

101 The following materials from the Company's Annual Report on Form 10-K for the year ended October 31, 2023, formatted in Inline XBRL (Extensible Business Reporting Language):(i) Consolidated Statements of Income for the years ended October 31, 2023, 2022 and 2021 (ii) Consolidated Statements of Comprehensive Income for the years ended October 31, 2023, 2022 and 2021 (iii) Consolidated Balance Sheets at October 31, 2023 and 2022, (iv) Consolidated Statements of Stockholders' Equity for the years ended October 31, 2023, 2022 and 2021 (v) Consolidated Statements of Cash Flows for the years ended October 31, 2023, 2022 and 2021, (vi) related notes to consolidated financial statements and (vii) Schedule II Valuation and Qualifying Accounts

101 The following materials from the Company's Annual Report on Form 10-K for the year ended October 31, 2024, formatted in Inline XBRL (Extensible Business Reporting Language):(i) Consolidated Statements of Income for the years ended October 31, 2024, 2023 and 2022 (ii) Consolidated Statements of Comprehensive Income for the years ended October 31, 2024, 2023 and 2022 (iii) Consolidated Balance Sheets at October 31, 2024 and 2023, (iv) Consolidated Statements of Stockholders' Equity for the years ended October 31, 2024, 2023 and 2022 (v) Consolidated Statements of Cash Flows for the years ended October 31, 2024, 2023 and 2022, (vi) related notes to consolidated financial statements

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

1 unchanged sentence

Omitted portions have been filed separately with the Commission.

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

# Indicates management contract or compensatory plan.

10 unchanged sentences

President & Chief Executive Officer

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.

POWER OF ATTORNEY

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

White, III, Brian G.

Andrews, and Nicholas S.

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed 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

13 unchanged sentences

Director December 6, 2024

PETERSMEYER Director December 8, 2023

December 8, 2023

/s/ LAWRENCE KURZIUS

Director December 6, 2024

(Lawrence Kurzius)

8 unchanged sentences

BOARD OF DIRECTORS

Weiss, Robert S.

Chairman of the Board

Vice Chairman and Lead Director;

Chief Executive Officer (interim), LivaNova PLC

Lawrence Kurzius

Maria Rivas M.D.

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

Jay, Colleen E.

Kozy, William A.

Kurzius, Lawrence

Lucchese, Cynthia L.

Madden, Teresa S.

Rivas, Maria, M.D.

Global Chief Medical Officer for Specialty and Primary Care and Head, Evidence Generation, Pfizer, Inc.

White, Albert G., III

President & Chief Executive Officer

1 unchanged sentence

Audit Committee

Madden (Chairman)

Lawrence Kurzius

Maria Rivas M.D.

Madden, Teresa S.

Kurzius, Lawrence

Lucchese, Cynthia L.

Rivas, Maria, M.D.

Corporate Governance and Nominating Committee

Kozy (Chairman)

Maria Rivas M.D.

Lucchese, Cynthia L.

Jay, Collen E.

Kozy, William A.

Rivas, Maria, M.D.

Organization and Compensation Committee

Jay (Chairman)

Lawrence Kurzius

Jay, Colleen E.

Kozy, William A.

Kurzius, Lawrence

Madden, Teresa S.

EXECUTIVE OFFICERS

White, Albert G., III

President and Chief Executive Officer

McBride, Daniel G.

Executive Vice President and Chief Operating Officer

Andrews, Brian G.

Executive Vice President, Chief Financial Officer and Treasurer

Agostino Ricupati

Ricupati, Agostino

Senior Vice President and Chief Accounting Officer

Khadder, Nicholas S.

Vice President, General Counsel and Corporate Secretary

Sheffield, Holly R.

President of CooperSurgical, Inc.

Warner, Gerard H., III

President of CooperVision, Inc.

21 unchanged sentences

ANNUAL MEETING

The Cooper Companies will hold its Annual Stockholders' Meeting in March 2024.

The Cooper Companies will hold its Annual Stockholders' Meeting in April 2025.

TRANSFER AGENT

9 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