Note numbers refer to "Notes to Consolidated Condensed Financial Statements" in
Item 1. Unaudited Financial Statements.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act
of 1995. These include statements relating to plans, prospects, goals,
strategies, future actions, events or performance and other statements which are
other than statements of historical fact, including all statements regarding the
expected impact of the ongoing Coronavirus disease 2019 (COVID-19) pandemic on
our business; and statements regarding acquisitions including the acquired
companies' financial position, market position, product development and business
strategy, expected cost synergies, expected timing and benefits of the
transaction, difficulties in integrating entities or operations, as well as
estimates of our and the acquired entities' future expenses, sales and earnings
per share are forward-looking. In addition, all statements regarding anticipated
growth in our net sales, anticipated effects of any product recalls, anticipated
market conditions, planned product launches and expected results of operations
and integration of any acquisition are forward-looking. To identify these
statements, look for words like "believes," "outlook," "probable," "expects,"
"may," "will," "should," "could," "seeks," "intends," "plans," "estimates" or
"anticipates" and similar words or phrases. Forward-looking statements
necessarily depend on assumptions, data or methods that may be incorrect or
imprecise and are subject to risks and uncertainties. Among the factors that
could cause our actual results and future actions to differ materially from
those described in forward-looking statements are:
•The effects of the ongoing COVID-19 pandemic and related economic disruptions
and new governmental regulations on our business, results of operations, cash
flow and financial condition, including but not limited to the potential impact
on our sales, operations and supply chain.
•Adverse changes in the global or regional general business, political and
economic conditions, including the impact of continuing uncertainty and
instability of certain countries, that could adversely affect our global
markets, and the potential adverse economic impact and related uncertainty
caused by these items, including but not limited to, the ongoing COVID-19
pandemic, and escalating global trade barriers, including additional tariffs, by
countries such as China.
•Changes in tax laws or their interpretation, changes in statutory tax rates,
and adverse outcomes in tax disputes including but not limited to, the United
States, the United Kingdom and other countries may affect our taxation of
earnings recognized in foreign jurisdictions, result in unexpected tax
liabilities, and/or negatively impact our effective tax rate.
•Foreign currency exchange rate and interest rate fluctuations including the
risk of fluctuations in the value of foreign currencies or interest rates that
would decrease our net sales and earnings.
•Our existing and future variable rate indebtedness and associated interest
expense is impacted by rate increases, which could adversely affect our
financial health or limit our ability to borrow additional funds.
•Acquisition-related adverse effects including the failure to successfully
achieve the anticipated net sales, margins and earnings benefits of
acquisitions, integration delays or costs and the requirement to record
significant adjustments to the preliminary fair value of assets acquired and
liabilities assumed within the measurement period, required regulatory approvals
for an acquisition not being obtained or being delayed or subject to conditions
that are not anticipated, adverse impacts of changes to accounting controls and
reporting procedures, contingent liabilities or indemnification obligations,
increased leverage and lack of access to available financing (including
financing for the acquisition or refinancing of debt owed by us on a timely
basis and on reasonable terms).
•Adverse changes in global political and economic conditions, and related
uncertainty caused by the United Kingdom's withdrawal from the European Union
(EU) and its potential impact on, among other things, the movement of goods and
materials in our supply chain, additional regulatory approvals and requirements,
and increased tariffs and duties.
                                       23
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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
•Compliance costs and potential liability in connection with U.S. and foreign
laws and health care regulations pertaining to privacy and security of personal
information, such as HIPAA and the California Consumer Privacy Act (CCPA) in the
United States and the General Data Protection Regulation requirements in Europe,
including but not limited to those resulting from data security breaches.
•A major disruption in the operations of our manufacturing, accounting and
financial reporting, research and development, distribution facilities or raw
material supply chain due to the ongoing COVID-19 pandemic, integration of
acquisitions, man-made or natural disasters, cybersecurity incidents or other
causes.
•A major disruption in the operations of our manufacturing, accounting and
financial reporting, research and development or distribution facilities due to
technological problems, including any related to our information systems
maintenance, enhancements or new system deployments, integrations or upgrades.
•Market consolidation of large customers globally through mergers or
acquisitions resulting in a larger proportion or concentration of our business
being derived from fewer customers.
•Disruptions in supplies of raw materials, particularly components used to
manufacture our silicone hydrogel lenses.
•New U.S. and foreign government laws and regulations, and changes in existing
laws, regulations and enforcement guidance, which affect areas of our operations
including, but not limited to, those affecting the health care industry,
including the contact lens industry specifically and the medical device or
pharmaceutical industries generally, including but not limited to the EU Medical
Devices Regulation, and the EU In Vitro Diagnostic Medical Devices Regulation.
•Legal costs, insurance expenses, settlement costs and the risk of an adverse
decision, prohibitive injunction or settlement related to product liability,
patent infringement or other litigation.
•Limitations on sales following product introductions due to poor market
acceptance.
•New competitors, product innovations or technologies, including but not limited
to, technological advances by competitors, new products and patents attained by
competitors, and competitors' expansion through acquisitions.
•Reduced sales, loss of customers and costs and expenses related to product
recalls and warning letters.
•Failure to receive, or delays in receiving, regulatory approvals for products.
•Failure of our customers and end users to obtain adequate coverage and
reimbursement from third-party payors for our products and services.
•The requirement to provide for a significant liability or to write off, or
accelerate depreciation on, a significant asset, including goodwill, other
intangible assets and idle manufacturing facilities and equipment.
•The success of our research and development activities and other start-up
projects.
•Dilution to earnings per share from acquisitions or issuing stock.
•Impact and costs incurred from changes in accounting standards and policies.
•Environmental risks, including increasing environmental legislation and the
broader impacts of climate change.
•Other events described in our Securities and Exchange Commission filings,
including the "Business" and "Risk Factors" sections in our Annual Report on
Form 10-K for the fiscal year ended October 31, 2020, as such Risk Factors may
be updated in quarterly filings including updates made in this filing.
We caution investors that forward-looking statements reflect our analysis only
on their stated date. We disclaim any intent to update them except as required
by law.


                                       24

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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations

Results of Operations



In this section, we discuss the results of our operations for the third quarter
of fiscal 2021 ended July 31, 2021 and the nine months then ended and compare
them with the same periods of fiscal 2020. We discuss our cash flows and current
financial condition under "Capital Resources and Liquidity." 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 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. 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.

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. As a result, we instituted
an inventory control project to reduce buildup of excess inventory. 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,
                                       25
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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
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.

                     [[Image Removed: coo-20210731_g1.jpg]]

Third Quarter Highlights
•Gross profit of $516.1 million, up 43% from $360.8 million in the prior year
period
•Operating income of $100.6 million, up 40% from $72.0 million in the prior year
period
•Diluted earnings per share of $12.37, up 1008% from $1.12 per share in the
prior year period
•Cash provided by operations of $223.8 million, compared to $112.8 million in
the prior year period

Nine Months Highlights
•Gross profit $1,453.9 million, up 31% from $1,110.8 million in the prior year
period
•Operating income $377.3 million, up 78% from $211.7 million in the prior year
period
•Diluted earnings per share of $57.01, up 1699% from $3.17 per share in the
prior year period
•Cash provided by operations $564.1 million, compared to $268.3 million in the
prior year period.
Outlook

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 Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal
year ended October 31, 2020, 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, changes in tax legislation, debt
concerns, the uncertainty following the United Kingdom's withdrawal from the EU,
changes to existing regulations 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.
                                       26
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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
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 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 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 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 the nine months ended
July 31, 2021:
•  A privately-held U.K. contact lens manufacturer on April 26, 2021
•  A privately-held medical device company on January 19, 2021

Our ability to compete successfully with a full range of silicone hydrogel
products is an important factor to achieving our desired future levels of sales
growth and profitability. CooperVision manufactures and markets a wide variety
of silicone hydrogel contact lenses. Our single-use silicone hydrogel product
franchises, clariti® and MyDay®, remain a focus as we expect increasing demand
for these products as well as future single-use products as the global contact
lens market continues to shift to this modality. Outside of single-use, the
Biofinity® and Avaira Vitality® product families comprise our focus in the FRP,
or frequent replacement product, market which encompasses the 2-week and monthly
modalities. Included in this segment are unique products such as Biofinity
Energys®, which helps individuals with digital eye fatigue.
CooperSurgical - Our CooperSurgical business competes in the general health care
market with a commitment to advancing the health of women, babies and families
through its diversified portfolio of products and services focusing on women's
health and fertility. 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 the nine months ended
July 31, 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 the nine months ended
July 31, 2020:
•A privately-held distributor of IVF medical devices and systems on December 13,
2019

Capital Resources - At July 31, 2021, we had $112.2 million in unrestricted
cash, primarily held outside the United States, and $958.6 million available
under our 2020 Credit Agreement. The $850.0 million term loan entered into on
April 1, 2020, and the $350.0 million term loan entered into on October 16,
2020, remain outstanding as of July 31, 2021.
See Note 5. Debt of the Consolidated Condensed Financial Statements for
additional information.
                                       27
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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations

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. We did not record any impairment in the three
months ended July 31, 2021, and this disposal did not qualify as a discontinued
operation.
See Note 2. Acquisitions and Assets Held for Sale of the Consolidated Condensed
Financial Statements for additional information.

Transition from LIBOR



The United Kingdom's Financial Conduct Authority, which regulates the London
Interbank Offered Rate (LIBOR), announced in July 2017 that it will no longer
persuade or require banks to submit rates for LIBOR after 2021. Further, in
March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):
Facilitation of the Effects of Reference Rate Reform on Financial Reporting.
This guidance provides optional expedients and exceptions for applying GAAP to
contracts, hedging relationships, and other transactions affected by reference
rate reform if certain criteria are met. We have material contracts that are
indexed to LIBOR and are continuing to monitor this activity and evaluate the
related risk. We are continuing to evaluate the scope of impacted contracts and
the potential impact. We are also monitoring the developments regarding
alternative rates and may amend certain contracts to accommodate those rates if
the contract does not already specify a replacement rate. While the notional
value of agreements potentially indexed to LIBOR is material, we are not yet
able to reasonably estimate the expected impact.

Selected Statistical Information - Percentage of Net Sales


                                                              Three Months                                                   Nine Months

                                             Percentage of Net Sales             2021 vs 2020 %            Percentage of Net Sales             2021 vs 2020 %
                                                                                   Change in                                                     Change in
Periods Ended July 31,                        2021               2020           Absolute Values             2021               2020           Absolute Values
Net sales                                        100  %            100  %                  32  %               100  %            100  %                  24  %
Cost of sales                                     32  %             38  %                  14  %                33  %             37  %                  11  %
Gross profit                                      68  %             62  %                  43  %                67  %             63  %                  31  %
Selling, general and administrative
expense                                           46  %             40  %                  51  %                42  %             42  %                  24  %
Research and development expense                   3  %              4  %                  14  %                 3  %              4  %                  (1) %
Amortization of intangibles                        5  %              6  %                  12  %                 5  %              6  %                   7  %

Operating income                                  13  %             12  %                  40  %                17  %             12  %                  78  %


Net Sales Growth by Business Unit
Periods Ended July 31,                                    Three Months                                                         Nine Months
                                                                                 2021 vs 2020                                                          2021 vs 2020 %
($ in millions)                       2021             2020           Increase     % Change              2021               2020            Increase       Change
CooperVision                       $ 557.5          $ 449.3          $  108.2            24  %       $ 1,587.1          $ 1,336.7          $  250.4             19  %
CooperSurgical                       205.9            128.9              77.0            60  %           576.3              412.6             163.7             40  %
Net sales                          $ 763.4          $ 578.2          $  185.2            32  %       $ 2,163.4          $ 1,749.3          $  414.1             24  %


CooperVision Net Sales
The contact lens market has two major product categories:
                                       28
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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
•Spherical lenses including lenses that correct near- and farsightedness
uncomplicated by more complex visual defects; and
•Toric and multifocal lenses including lenses that, in addition to correcting
near- and farsightedness, address more complex visual defects such as
astigmatism and presbyopia by adding optical properties of cylinder and axis,
which correct for irregularities in the shape of the cornea.
CooperVision Net Sales by Category

[[Image Removed: coo-20210731_g2.jpg]][[Image Removed: coo-20210731_g3.jpg]]


             Three Months Ended July 31,                                     2021 vs 2020
             ($ in millions)                     2021            2020          % Change
             Toric                             $ 181.0         $ 147.6               23  %
             Multifocal                           61.6            46.9               31  %
             Single-use spheres                  159.3           126.5               26  %
             Non single-use sphere, other        155.6           128.3               21  %
                                               $ 557.5         $ 449.3               24  %

[[Image Removed: coo-20210731_g4.jpg]][[Image Removed: coo-20210731_g5.jpg]]


                                       29
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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
           Nine Months Ended July 31,                                          2021 vs 2020
           ($ in millions)                      2021              2020           % Change
           Toric                             $   516.1         $   436.3               18  %
           Multifocal                            177.3             143.8               23  %
           Single-use spheres                    449.8             380.7               18  %
           Non single-use sphere, other          443.9             375.9               18  %
                                             $ 1,587.1         $ 1,336.7               19  %


In the three and nine months ended July 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 and clariti
lenses.
•Non single-use sphere lenses growth was primarily driven by Biofinity.
•"Other" products primarily include lens care which represented approximately 2%
of net sales in both the three and nine months ended July 31, 2021 and 2020.
•Total silicone hydrogel products increased by 28% and 24% in the three and nine
months ended July 31 2021, representing 76% of net sales, compared to 73% in the
three and nine months ended July 31, 2020.
•Foreign exchange rates positively impacted sales by approximately $20.4 million
and $56.7 million in the three and nine months ended July 31, 2021 and had a
negative impact of $2.8 million and $12.4 million in the prior year periods. In
the three and nine months ended July 31, 2021, net sales increased by 20% and
14% in constant currency over the prior year periods.
•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.
CooperVision Net Sales by Geography

CooperVision competes in the worldwide soft contact lens market and services in
three primary regions: the Americas, EMEA (Europe, Middle East and Africa) and
Asia Pacific.
Periods Ended July 31,                                             Three Months                                             Nine Months
                                                                                    2021 vs 2020                                               2021 vs 2020
($ in millions)                                     2021             2020             % Change              2021               2020              % Change
Americas                                         $ 206.3          $ 176.5                   17  %       $   614.2          $   515.5                   19  %
EMEA                                               222.6            165.7                   34  %           605.6              506.8                   20  %
Asia Pacific                                       128.6            107.1                   20  %           367.3              314.4                   17  %
                                                 $ 557.5          $ 449.3                   24  %       $ 1,587.1          $ 1,336.7                   19  %



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. Refer to CooperVision Net Sales by Category above for further
discussion.
CooperSurgical Net Sales by Category
CooperSurgical supplies the family health care market with a diversified
portfolio of products and services. Our office and surgical offerings include
products that facilitate surgical and non-surgical procedures that are commonly
performed
                                       30
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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
primarily by obstetricians and gynecologists in hospitals, surgical centers,
fertility clinics and medical offices. Fertility offerings include highly
specialized products and services that target the IVF process, including
diagnostics testing with a goal to make fertility treatment safer, more
efficient and convenient.
The chart below shows the percentage of net sales of office and surgical
products and fertility.

[[Image Removed: coo-20210731_g6.jpg]][[Image Removed: coo-20210731_g7.jpg]]


             Three Months Ended July 31,                                  

2021 vs 2020


             ($ in millions)                     2021         2020          

% Change


             Office and surgical products      $ 122.5      $  81.7               50  %
             Fertility                            83.4         47.2               77  %
                                               $ 205.9      $ 128.9               60  %

[[Image Removed: coo-20210731_g8.jpg]][[Image Removed: coo-20210731_g9.jpg]]


             Nine Months Ended July 31,                                   

2021 vs 2020


             ($ in millions)                     2021         2020          % Change
             Office and surgical products      $ 338.6      $ 249.7               36  %
             Fertility                           237.7        162.9               46  %
                                               $ 576.3      $ 412.6               40  %



                                       31

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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
In the three and nine months ended July 31, 2021:
•Office and surgical products increased compared to the prior year periods due
to an increase in PARAGARD® sales compared to the prior year periods. Further,
there was an increase from other office and surgical products such as Uterine
Manipulators, Retractors, Closure products, Incontinence products, Point-of-Care
products and sales from our recent acquisitions, Illuminate and Fetal Pillow®.
•Fertility net sales increased compared to the prior year periods 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 $2.5 million
and $6.5 million in the three and nine months ended July 31, 2021 and had a
negative impact of $0.5 million and $2.6 million in the prior year periods. In
the three and nine months ended July 31, 2021, net sales increased by 58% and
38% in constant currency over the prior year periods.
•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.

Gross Margin



Consolidated gross margins were 68% and 67% in the three and nine months ended
July 31, 2021, up from 62% and 63% in the prior year periods, primarily driven
by favorable product mix.

Selling, General and Administrative Expense (SGA)
Three Months Ended July 31,                                                                   2021 vs 2020
($ in millions)                    2021        % Net Sales       2020        % Net Sales        % Change
CooperVision                     $ 258.2              46  %    $ 160.7              36  %             61  %
CooperSurgical                      80.7              39  %       59.7              46  %             35  %
Corporate                           13.6               -          12.4               -                 9  %
                                 $ 352.5              46  %    $ 232.8              40  %             51  %

Nine Months Ended July 31,                                                 

                  2021 vs 2020
($ in millions)                    2021        % Net Sales       2020        % Net Sales        % Change
CooperVision                     $ 631.8              40  %    $ 493.8              37  %             28  %
CooperSurgical                     231.0              40  %      195.1              47  %             18  %
Corporate                           36.8               -          39.4               -                (7) %
                                 $ 899.6              42  %    $ 728.3              42  %             24  %



CooperVision's SGA increased in the three and nine months ended July 31, 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 the three and nine
months ended July 31, 2021 included $57.9 million and $62.3 million of costs
primarily related to the increase in fair value of the contingent consideration
of $56.8 million as described in Note 2. Acquisitions and Assets Held for Sale.
CooperVision's SGA in the three and nine months ended July 31, 2020 included
$1.1 million and $2.6 million of costs primarily related to integration
activities.
CooperSurgical's SGA increased in the three and nine months ended July 31, 2021
compared to fiscal 2020 primarily due to increases in selling expenses and
distribution costs. CooperSurgical's SGA in the three and nine months ended July
31, 2021 included $1.2 million and $7.9 million of acquisition and integration
expenses and legal settlement. CooperSurgical's SGA
                                       32
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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
in the three and nine months ended July 31, 2020 included $3.5 million and $14.0
million of integration expenses and European Medical Devices Regulation costs.
Corporate SGA increased in the three months ended July 31, 2021 compared to
fiscal 2020 primarily due to higher share-based compensation expense. Corporate
SGA decreased in the nine months ended July 31, 2021 compared to fiscal 2020
primarily due to savings from lower travel expenses due to the COVID-19 pandemic
and timing of corporate projects.
Research and Development Expense (R&D)
Three Months Ended July 31,                                                                 2021 vs 2020
($ in millions)                    2021       % Net Sales       2020       % Net Sales        % Change
CooperVision                     $ 17.0               3  %    $ 13.2               3  %             29  %
CooperSurgical                      7.8               4  %       8.6               7  %            (10) %
                                 $ 24.8               3  %    $ 21.8               4  %             14  %

Nine Months Ended July 31,                                                                  2021 vs 2020
($ in millions)                    2021       % Net Sales       2020       % Net Sales        % Change
CooperVision                     $ 44.9               3  %    $ 39.1               3  %             15  %
CooperSurgical                     22.1               4  %      28.7               7  %            (23) %
                                 $ 67.0               3  %    $ 67.8               4  %             (1) %


In the three and nine months ended July 31, 2021:
•CooperVision's R&D expense increased in the three and nine months ended July
31, 2021 compared to fiscal 2020, mainly 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 the three and nine months ended July
31, 2021 compared to fiscal 2020, mainly 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.
Amortization Expense
Three Months Ended July 31,                                                                2021 vs 2020
($ in millions)                 2021        % Net Sales       2020        % Net Sales        % Change
CooperVision                  $   9.4               2  %    $   7.8               2  %             21  %
CooperSurgical                   28.8              14  %       26.4              20  %              9  %
                              $  38.2               5  %    $  34.2               6  %             12  %

Nine Months Ended July 31,                                                                 2021 vs 2020
($ in millions)                 2021        % Net Sales       2020        % Net Sales        % Change
CooperVision                  $  27.3               2  %    $  24.3               2  %             13  %
CooperSurgical                   82.7              14  %       78.7              19  %              5  %
                              $ 110.0               5  %    $ 103.0               6  %              7  %


CooperVision's and CooperSurgical's amortization expense increased in absolute
dollars in the three and nine months ended July 31, 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.
                                       33
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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations

Operating Income
Three Months Ended July 31,                                                                2021 vs 2020
($ in millions)                 2021        % Net Sales       2020        % Net Sales        % Change
CooperVision                  $  88.0              16  %    $  93.7              21  %             (6) %
CooperSurgical                   26.2              13  %       (9.3)             (7) %            381  %
Corporate                       (13.6)              -         (12.4)              -                (9) %
                              $ 100.6              13  %    $  72.0              12  %             40  %

Nine Months Ended July 31,                                                                 2021 vs 2020
($ in millions)                 2021        % Net Sales       2020        % Net Sales        % Change
CooperVision                  $ 347.2              22  %    $ 284.4              21  %             22  %
CooperSurgical                   66.9              12  %      (33.3)             (8) %            301  %
Corporate                       (36.8)              -         (39.4)              -                 7  %
                              $ 377.3              17  %    $ 211.7              12  %             78  %



CooperVision's operating income decreased as a percentage of net sales and in
absolute dollars in the three months ended July 31, 2021 compared to the prior
year periods, primarily due to a $56.8 million expense related to the increase
in fair value of the contingent consideration as described in Note 2.
Acquisitions and Assets Held for Sale. CooperVision's operating income increased
as a percentage of net sales and in absolute dollars in the nine months ended
July 31, 2021 compared to the prior year periods, primarily due to an increase
in net sales.

CooperSurgical's operating income increased as a percentage of net sales and in
absolute dollars in the three and nine months ended July 31, 2021 compared to
the prior year periods, primarily due to an increase in net sales and a decrease
in R&D expenses.

Corporate operating loss increased in the three months ended July 31, 2021 compared to the prior year periods primarily due to higher share-based compensation expense. Corporate operating loss decreased in the nine months ended July 31, 2021 compared to the prior year periods, primarily due to 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 compared to the prior year periods, primarily due to the
increase in consolidated net sales.
Interest Expense
Three Months Ended July 31,                                                              2021 vs 2020
($ in millions)                 2021       % Net Sales       2020       % Net Sales        % Change
Interest expense              $  5.6               1  %    $  5.7               1  %             (1) %

Nine Months Ended July 31,                                                               2021 vs 2020
($ in millions)                 2021       % Net Sales       2020       % Net Sales        % Change
Interest expense              $ 18.1               1  %    $ 30.1               2  %            (40) %


Interest expense decreased in absolute dollars during the three and nine months
ended July 31, 2021 compared to the prior year periods, primarily due to lower
average debt balances compared to the prior year periods.
                                       34
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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations

Other (Income) Expense, Net
Periods Ended July 31,                Three Months            Nine Months
($ in millions)                     2021        2020        2021        2020
Investment gain                   $ (0.1)     $    -      $ (11.6)     $   -
Foreign exchange loss (gain)         2.1        (2.5)         3.3        1.4
Other (income) expense, net         (1.0)        2.4         (2.4)       7.4
                                  $  1.0      $ (0.1)     $ (10.7)     $ 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 (gain) primarily resulted from the revaluation and
settlement of foreign currency-denominated balances.
Other income increased in the three and nine months ended July 31, 2021,
primarily due to an increase in defined benefit plan related income and gains on
minority investments during the periods.
Provision for Income Taxes

Our effective tax rates for the three months ended July 31, 2021 and July 31,
2020 were (554.9)% and 16.9%, respectively. The decrease was primarily due to a
$534.9 million tax benefit related to the remeasurement of deferred tax assets
caused by the UK enactment of a 25% corporate tax rate to be effective in fiscal
2023 and is primarily related to deferred tax assets recognized from intra-group
intangible asset transfers. Our effective tax rate also decreased due to changes
in unrecognized tax benefits, excess tax benefits from share-based compensation,
and changes in the geographical composition of pre-tax earnings. Our effective
tax rate for the third quarter of fiscal 2021 was lower than the U.S. federal
statutory tax rate primarily due to the remeasurement of deferred tax assets,
pre-tax earnings in foreign jurisdictions with lower tax rates, changes in
unrecognized tax benefits, and excess tax benefits from share-based
compensation.

Our effective tax rates for the nine months ended July 31, 2021 and July 31,
2020 were (666.3)% and 9.0%, 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. Our effective tax rate otherwise increased due to
changes in the geographical composition of pre-tax earnings, partially offset by
changes in unrecognized tax benefits and excess tax benefits from share-based
compensation. Our effective tax rate for the nine months ended July 31, 2021 was
lower than the U.S. federal statutory tax rate primarily due to the intra-group
transfer, the remeasurement of deferred tax assets, earnings in foreign
jurisdictions with lower tax rates, changes in unrecognized tax benefits, and
excess tax benefits from share-based compensation.

In November 2020, we completed an intra-group transfer of certain intellectual
property and related assets to a UK subsidiary as part of a group restructuring
to establish headquarters operations in the UK. 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 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.
Share-Based Compensation Plans
We have several share-based compensation plans that are described in our Annual
Report on Form 10-K for the fiscal year ended October 31, 2020. The compensation
expense and related income tax benefit recognized in our Consolidated Statements
of Income and Comprehensive Income for share-based awards were as follows:
                                       35
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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition

                           and Results of Operations
Periods Ended July 31,                                 Three Months            Nine Months
($ in millions)                                      2021        2020        2021        2020
Selling, general and administrative expense        $  10.6      $ 8.1      $ 28.4      $ 25.0
Cost of sales                                          0.9        0.9         2.9         3.1
Research and development expense                       0.6        0.6         1.8         1.8
Total share-based compensation expense             $  12.1      $ 9.6      $ 33.1      $ 29.9
Related income tax benefit                         $   1.2      $ 1.2      $  3.6      $  3.8



Capital Resources and Liquidity
Third Quarter Highlights
•Operating cash flow of $223.8 million compared to $112.8 million in the prior
year period
•Expenditures for purchases of property, plant and equipment of $43.6 million
compared to $45.1 million in the prior year period
•Cash payments for acquisitions and other of $64.0 million compared to $6.7
million in the prior year period
•Cash provided by operations of $223.8 million offset by capital expenditures of
$43.6 million resulted in positive free cash flow of $180.2 million, up $112.5
million compared to the prior year period
Nine-Month Highlights
•Operating cash flow of $564.1 million compared to $268.3 million in the prior
year period
•Expenditures for purchases of property, plant and equipment of $149.4 million
compared to $203.4 million in the prior year period
•Cash payments for acquisitions and other of $234.9 million compared to $17.9
million in the prior year period
•Cash provided by operations of $564.1 million offset by capital expenditures of
$149.4 million resulted in positive free cash flow of $414.7 million, up $349.8
million compared to the prior year period
Comparative Statistics
($ in millions)                                     July 31, 2021       October 31, 2020
Cash and cash equivalents                          $       112.2       $         115.9
Total assets                                       $     9,610.6       $       6,737.5
Working capital                                    $       411.4       $         269.8
Total debt                                         $     1,620.0       $       1,793.2
Stockholders' equity                               $     6,785.4       $       3,824.8
Ratio of debt to equity                                      0.24:1                0.47:1
Debt as a percentage of total capitalization                  19  %         

32 %




Working Capital
The increase in working capital at July 31, 2021 from the end of fiscal 2020 was
primarily due to:
•increase in trade accounts receivable of $99.7 million primarily due to higher
sales and timing of collections;
•increase in assets held-for-sale of $88.1 million. Refer to Note 2.
Acquisitions and Assets Held for Sale for further information;
•decrease in accounts payable of $23.0 million due to timing of payments,
                                       36
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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
•increase in inventories of $17.5 million primarily due to higher sales and the
buildup of inventory for future product launches;
•decrease in operating lease liabilities of $3.6 million, partially offset by:
•increase in employee compensation and benefits of $36.6 million;
•increase in short-term debt of $30.8 million;
•increase in other current liabilities of $16.4 million; and
•decrease in cash and cash equivalents of $3.7 million.

At July 31, 2021, our inventory months on hand was 7.1 compared to 6.6 at
October 31, 2020. The $17.5 million increase in inventories was primarily due to
higher sales and the buildup of inventory for future product launches.
Our days sales outstanding (DSO) were relatively consistent at 62 days at July
31, 2021, compared to 60 days at October 31, 2020.
Operating Cash Flow
Cash provided by operating activities increased by $295.8 million from $268.3
million in the first nine months of fiscal 2020 to $564.1 million in the first
nine months of fiscal 2021. This increase in cash flow provided by operating
activities primarily consists of:
•increase in net income of $2,677.2 million from a net income of $157.2 million
in the first nine months of fiscal 2020 to $2,834.4 million in the first nine
months 2021;
•increase of $21.9 million in net changes in depreciation and amortization, from
$210.0 million during the first nine months fiscal 2020 to $231.9 million during
the first nine months of fiscal 2021;
•increase of $56.8 million in the net changes in the fair value of contingent
consideration. Refer to Note 2. Acquisition and Assets Held for Sale for further
information;
•increase of $74.3 million in net cash flow from changes in operating capital,
from $155.9 million outflow in the first nine months of fiscal 2020 to $81.6
million outflow in the first nine months of fiscal 2021, partially offset by:
•decrease of $2,485.8 million in the net changes in deferred income taxes. Refer
to Note 6. Income Taxes for further information; and

•decrease of $48.6 million in other non-cash items, from $60.7 million during
the first nine months of fiscal 2020 to $12.1 million during the first nine
months of fiscal 2021.
The increase in net income of $2,677.2 million was primarily due to:
•recognized income tax benefit of $1,987.9 million. Refer to Note 6. Income
Taxes for further information;
•increase of $165.6 million in operating income from $211.7 in the first nine
months of fiscal 2020 to $377.3 million in the first nine months of fiscal 2021
primarily due to the increase in consolidated net sales;
•an investment gain of $11.5 million. Refer to Note 2. Acquisitions and Assets
Held for Sale for further information; and
•interest expense decrease of $12.0 million primarily due to lower average debt
balances compared to the prior year period.

                                       37
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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
The $74.3 million increase in the net cash flow from changes in operating
capital compared to the prior year period is primarily due to:
•$88.5 million increase in the net changes in accrued liabilities and other
primarily 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;
•$75.8 million increase in the net changes in inventories due to lower sales in
prior year period;
•$12.2 million increase in the net changes in income tax payable, partially
offset by:
•$58.4 million decrease in the net changes in trade and other receivables
primarily due to timing of collections and higher sales;
•$27.2 million decrease in the net changes in accounts payable primarily due to
timing of payments; and
•$11.7 million decrease in the net changes in prepaid and other assets.

The $48.6 million decrease in non-cash items compared to the prior year period
is primarily due to:
•$15.7 million decrease in the net changes in long-term liabilities primarily
due to the impact from adoption of ASC 842, Leases, in prior year period;
•$12.0 million decrease in the net changes in other long-term assets;
•an investment gain of $11.5 million. Refer to Note 2. Acquisitions and Assets
Held for Sale for further information; and
•$2.0 million decrease from effect of exchange rate change on cash.
Investing Cash Flow

Cash used in investing activities increased by $163.0 million to $384.3 million
in the first nine months of fiscal 2021 from $221.3 million in the first nine
months of fiscal 2020 due to:

•$218.3 million increase in payments made for acquisitions in the first nine months of fiscal 2021 compared to the prior year period, partially offset by;



•$54.0 million decrease in capital expenditures.
Financing Cash Flow
Cash used in financing activities increased by $177.4 million to $187.6 million
in the first nine months of fiscal 2021 compared to $10.2 million in the first
nine months of fiscal 2020, primarily due to:
•$1,271.4 million decrease in proceeds from long-term debt, primarily due to
funds received from the 2020 Credit Agreement, partially offset by;
•$1,003.4 million decrease in repayments of long-term debt, primarily due to
repayments of funds from the 2020 Credit Agreement in first nine months of
fiscal 2021 compared to repayment of funds from the 2016 Credit Agreement in the
prior year period;
•$46.0 million increase in net proceeds from short-term debt, primarily due to
movements in short term loans;
•$23.0 million decrease in repurchase of common stock compared to prior year
period; and
•$13.8 million increase in net proceeds related to share-based compensation
awards.
                                       38
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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
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
matures on October 15, 2021.

The following is a summary of the maximum commitments and the net amounts available to us under different credit facilities as of July 31, 2021:


                                       Facility Limit           Outstanding             Outstanding            Total Amount              Maturity Date
(In millions)                                                    Borrowings          Letters of Credit           Available

2020 Revolving Credit Facility $ 1,290.0 $ 330.0


         $           1.4          $      958.6                     April 1, 2025
2020 Term Loan Facility                        850.0                  850.0                         n/a                  -                     April 1, 2025
2020 Term Loan                                 350.0                  350.0                         n/a                  -                  October 15, 2021
Total                                $       2,490.0          $     1,530.0          $           1.4          $      958.6



The 2020 Credit Agreement contains customary restrictive covenants, as well as
financial covenants that require us 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 July 31, 2021, we were
in compliance with the Interest Coverage Ratio at 39.88 to 1.00 and the Total
Leverage Ratio at 1.52 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.
See Note 5. Debt of the Consolidated Condensed Financial Statements for
additional information.
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 Condensed Financial Statements included in
this quarterly report. To the extent additional funds are necessary to meet our
liquidity needs such as that for acquisitions, share repurchases, cash dividends
or other activities as we execute our business strategy, we anticipate that
additional funds will be obtained through the incurrence of additional
indebtedness, additional equity financings or a combination of these potential
sources of funds; however, such financing may not be available on favorable
terms, or at all.

Share Repurchase
In December 2011, our Board of Directors authorized the 2012 Share Repurchase
Program and through subsequent amendments, the most recent in March 2017, the
total repurchase authorization was increased from $500.0 million to $1.0 billion
of the Company's common stock. This program has no expiration date and may be
discontinued at any time. Purchases under the 2012 Share Repurchase Program are
subject to a review of the circumstances in place at the time and may be made
from time to time as permitted by securities laws and other legal requirements.
At July 31, 2021, $334.8 million remained authorized for repurchase under the
program.
The Company's share repurchases during the nine months ended July 31, 2021 and
2020, were as follows:
                                       39
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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
                                                                 Nine 

Months


        Periods Ended July 31,                                2021

2020


        Number of shares                                     69,622      

160,850


        Average repurchase price per share                 $ 356.61      $ 

296.88

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

47.8

Dividends


We paid a semiannual dividend of approximately $1.5 million or 3 cents per
share, on February 9, 2021, to stockholders of record on January 22, 2021. We
paid another semiannual dividend of approximately $1.5 million or 3 cents per
share on August 11, 2021, to stockholders of record on July 27, 2021.

Summary of Non-GAAP Financial Measures



The non-GAAP financial measures that may be included in Management's Discussion
and Analysis 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.

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.
Estimates and Critical Accounting Policies

Information regarding estimates and critical accounting policies is included in
Management's Discussion and Analysis on Form 10-K for the fiscal year ended
October 31, 2020. There have been no material changes in our policies from those
previously discussed in our Form 10-K for the fiscal year October 31, 2020.
Accounting Pronouncements
Information regarding new accounting pronouncements is included in Note 1.
General of the Consolidated Condensed Financial Statements of this Quarterly
Report on Form 10-Q.
Trademarks
ActivControl®, Aquaform®, Avaira Vitality®, Biofinity®, Biofinity Energys®,
MyDay® and MiSight® are registered trademarks of The Cooper Companies, Inc., its
affiliates and/or subsidiaries. PC Technology™ is a trademark 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. INSORB®, PARAGARD®, Mara® and Fetal Pillow® are registered trademarks
of CooperSurgical, Inc.
                                       40
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                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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