Note numbers refer to “Notes to Consolidated Financial Statements” in Item 8.
Financial Statements and Supplementary Data.

Results of Operations

 In this section, we discuss the results of our operations for fiscal 2022
compared with fiscal 2021. We discuss our cash flows and current financial
condition under "Capital Resources and Liquidity." For a discussion related to
fiscal 2021 compared with fiscal 2020, please refer to Item 7 of Part II, "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our Annual Report on Form 10-K for the Year Ended October 31,
2021, which was filed with the United States Securities and Exchange Commission
(SEC) on December 10, 2021, and is available on the SEC's website at www.sec.gov
and our Investor Relations website at investor.coopercos.com. 

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.

Outlook

 We are optimistic about the long-term prospects for the worldwide contact lens
and general health care markets, and the resilience of and growth prospects for
our businesses and products. However, we face significant risks and
uncertainties in our global operating environment as further described in the "Risk Factors" section in Part I, Item 1A of this filing. These risks include
uncertain global and regional business, political and economic conditions,
including but not limited to those associated with the COVID-19 pandemic,
Russia's invasion of Ukraine, inflation, foreign exchange rate fluctuations,
regulatory developments, supply chain disruptions, and escalating global trade
barriers. These risks and uncertainties have adversely affected our sales, cash
flow and current performance in the past and are likely to further adversely
affect our future sales, cash flow and performance. Global Market and Economic Conditions - Over the last few years in the U.S. and
globally, market and economic conditions have been challenging, particularly in
light of the COVID-19 pandemic. Foreign countries, in particular the Euro zone,
have experienced recessionary pressures and face continued concerns about the
systemic impacts of adverse economic conditions and geopolitical issues. In
addition, changes in economic conditions, supply chain constraints, logistics
challenges, labor shortages, the war in Ukraine, and steps taken by governments
and central banks, particularly in response to the COVID-19 pandemic, as well as
other stimulus and spending programs, have led to higher inflation, which is
likely to lead to an increase in costs and may cause changes in fiscal and
monetary policy, including increased interest rates. In a higher inflationary
environment, we may be unable to raise the prices of our products and services
sufficiently to keep up with the rate of inflation. These economic conditions
could have a material adverse effect on our results of operations and financial
condition. COVID-19 Considerations - The COVID-19 pandemic and health crisis led to ongoing
economic and societal disruptions and uncertainties that have negatively
impacted business and healthcare activity globally. As a result of healthcare
systems responding to the demands of managing the pandemic, governments around
the world imposing measures designed to reduce the transmission of the COVID-19
virus, and individuals responding to the concerns of contracting the COVID-19
virus, many optical practitioners and retailers, hospitals, medical offices and
fertility clinics closed their facilities, restricted access, or delayed or
canceled patient visits, exams and elective medical procedures, and many
customers that have reopened are experiencing reduced patient visits. These
factors have had, and in the future may continue to have, an adverse effect on
our sales, operating results and cash flows. We have taken an active role in addressing the pandemic's impact on our
employees, suppliers, distribution channels, operations and customers, including
taking precautionary measures and developing contingency plans with respect to
our operations and to help ensure the safety of our personnel in all our
facilities, and we have endeavored and continue to follow recommended actions of
government and health authorities to protect our employees worldwide. As of the
date of this filing, we have not experienced any significant disruption at our
manufacturing facilities or in our access to necessary raw materials and other
supplies or with our distribution network; however, we have experienced higher
unabsorbed fixed overhead costs, labor inefficiencies, delays in receiving
certain raw materials, higher cost of production and higher freight charges as a
result of the COVID-19 pandemic. At this time, future developments with respect to the COVID-19 pandemic remain
highly uncertain and largely outside of our control. We cannot predict the
spread, duration and severity of the pandemic or any subsequent outbreaks,
potential actions taken by governments to respond to the pandemic, or potential
impacts on global and local economic activity. We 54
-------------------------------------------------------------------------------- THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

 Operations 

will continue to closely monitor the developments relating to the COVID-19
pandemic and the responses from governments and private sector participants.

For more information on the risks associated with the COVID-19 pandemic, refer
to Part I, Item 1A, “Risk Factors” herein.

 CooperVision - We compete in the worldwide contact lens market with our
spherical, toric, multifocal, toric multifocal contact lenses offered in a
variety of materials including using silicone hydrogel Aquaform® technology and
PC Technology™. 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 contact lens markets
with myopia management contact lenses using its ActivControl® technology and
with products such as orthokeratology (ortho-k) and scleral lenses. In November
2019, CooperVision received U.S. Food and Drug Administration (FDA) approval for
its MiSight® 1 day lens, which is the first and only FDA-approved product
indicated to slow the progression of myopia in children with treatment initiated
between the ages of 8-12 and became available in the United States during fiscal
2020. In August 2021, CooperVision received Chinese National Medical Products
Administration (NMPA) approval for its MiSight® 1 day lens for use in China.
CooperVision is focused on greater worldwide market penetration using recently
introduced products, and we continue to expand our presence in existing and
emerging markets, including through acquisitions. 

CooperVision acquired the following entity during fiscal 2022:

• A privately-held Denmark-based ortho-k contact lens distributor in May 2022

CooperVision acquired the following entities during fiscal 2021:

•A privately-held UK contact lens manufacturer in April 2021
•A privately-held medical device company (SightGlass Vision Inc. (SGV), a
developer of spectacle lenses for myopia management) in January 2021

 During the second quarter of fiscal 2022, the Company initiated a plan to exit
its contact lens care business, a non-core business unit of the CooperVision
segment. We expect the exit activity to be substantially completed in the first
half of fiscal 2023. Exit charges recognized in the three and twelve months
ended October 31, 2022, were $9.2 million and $33.2 million, of which
$26.7 million is recognized in cost of sales and $6.5 million is recognized in
selling, general, and administrative expense in the Consolidated Statements of
Income. Exit costs primarily related to inventory write-down, asset impairments
and employee-related costs. Total exit costs are expected to be in a range of
$30.0 million to $40.0 million. In March 2022, CooperVision and Essilor International SAS (Essilor) entered into
a Contribution Agreement and a Stock Purchase Agreement under which Essilor paid
CooperVision $52.1 million in exchange for a 50% interest in SGV and a
proportionate share of certain revenue-based milestone payments related to the
January 2021 acquisition of SGV by CooperVision. As part of these agreements,
each party contributed their interest in SGV and $10 million in cash to form a
new joint venture. CooperVision then remeasured the fair value of its retained
equity investment in the joint venture at $90.0 million which resulted in a
$56.9 million gain in Other (income) expense on deconsolidation of SGV. On November 1, 2022, subsequent to the fiscal year ended October 31, 2022,
CooperVision closed an Agreement and Plan of Merger (the "Merger Agreement") to
acquire a U.S. based privately held leading expert in specialty contact lenses
for both normal and irregular corneal conditions. The Company is in the process
of finalizing purchase accounting information. Our ability to compete successfully with a full range of silicone hydrogel
products is an important factor to achieving our desired future levels of sales
growth and profitability. 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. 55
-------------------------------------------------------------------------------- THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

 Operations 

CooperSurgical acquired the following entities during fiscal 2022:

• A private cryopreservation services company in April 2022

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

CooperSurgical acquired the following entities during fiscal 2021:

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

•A privately-held medical device company in March 2021

•A privately-held medical device company in February 2021

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

 On April 6, 2022, CooperSurgical entered into an asset purchase agreement to
acquire Cook Medical's Reproductive Health business, a manufacturer of minimally
invasive medical devices focused on the fertility, obstetrics and gynecology
markets. The aggregate consideration is $875.0 million in cash, with
$675.0 million payable at the closing and the remaining $200.0 million payable
in $50.0 million installments following each of the first, second, third and
fourth anniversaries of the closing. The transaction is subject to customary
closing conditions, such as receipt of required regulatory approvals. 

Transition from LIBOR

 The UK's Financial Conduct Authority (FCA), 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. In March 2021, the FCA
confirmed its intention to stop requiring banks to submit rates required to
calculate LIBOR after 2021. However, for U.S. dollar-denominated (USD) LIBOR,
only one-week and two-month USD LIBOR will cease to be published after 2021, and
all remaining USD LIBOR tenors will continue being published until June 2023.
Further, in March 2020, the Financial Accounting Standards Board (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 do not expect a material impact on our financial
statements related to this transition. We believe that current cash, cash equivalents and future cash flow from
operating activities 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 financial
statements included in this annual 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. 56
-------------------------------------------------------------------------------- THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

 Operations 2022 Compared with 2021 [[Image Removed: coo-20221031_g5.jpg]]

CooperVision Net Sales

The contact lens market has two major product categories:

•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-20221031_g6.jpg]][[Image Removed: coo-20221031_g7.jpg]]

 Single-use spheres - This includes Biomedics 1 day, clariti 1 day, MyDay,
MiSight and Proclear 1 day
Toric - This includes Avaira Vitality toric, Biomedics toric, Biofinity toric,
clariti 1 day toric, MyDay toric and Proclear toric
Multifocal - This includes Biofinity multifocal, Biofinity toric multifocal,
clariti 1 day multifocal, MyDay multifocal and Proclear 1 day multifocal
Non single-use sphere, other - This includes our Avaira Vitality spheres,
frequent replacement product (FRP) lens portfolio (Biofinity spheres, Biofinity
Energys, Biomedics, Proclear spheres, clariti spheres), ortho-k, scleral and
custom lenses, contact lens solutions and other 57
-------------------------------------------------------------------------------- THE COOPER COMPANIES, INC. AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations ($ in millions) 2022 2021 2022 vs. 2021 % Change Toric $ 737.4 $ 697.5 6 % Multifocal 264.4 238.6 11 % Single-use spheres 661.6 616.3 7 % Non single-use sphere, other 579.9 599.6 (3) % $ 2,243.3 $ 2,152.0 4 % In the fiscal year ended October 31, 2022, the growth experienced across all
categories (except for "Other" as mentioned below) was partially offset by
unfavorable foreign exchange rate fluctuations, which approximated
$149.5 million. Sales growth was primarily driven by an increase in the volume
of lenses sold across our core portfolio due to a recovery in demand from the
impact of the COVID-19 pandemic. 

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

•Single-use sphere lenses grew primarily through MyDay, clariti and MiSight
lenses.

•Non single-use sphere lenses grew primarily through Biofinity and ortho-k.

 •"Other" products decreased primarily due to exit of the contact lens care
business. Contact lens care represented approximately 1% and 2% of net sales in
fiscal 2022 and 2021. 

•Total silicone hydrogel products increased by 7%, representing 78% of net sales
in fiscal 2022 compared to 76% in fiscal 2021.

CooperVision Net Sales by Geography

 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. ($ in millions) 2022 2021 2022 vs. 2021 % Change
Americas $ 887.2 $ 832.1 7 %
EMEA 843.7 819.5 3 %
Asia Pacific 512.4 500.4 2 % $ 2,243.3 $ 2,152.0 4 % CooperVision's growth in net sales across all regions was primarily attributable
to market gains of silicone hydrogel contact lenses. 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 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. 58
-------------------------------------------------------------------------------- THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

 Operations 

The chart below shows the percentage of net sales of office and surgical
products and fertility.

 [[Image Removed: coo-20221031_g8.jpg]][[Image Removed: coo-20221031_g9.jpg]]
Office/Surgical - This includes Endosee endometrial imaging products, Fetal
Pillow cephalic elevation devices for use in Cesarean sections, illuminated
speculum products, Lone Star retractor systems, loop electrosurgical excision
procedure (LEEP) products, Mara water ablation systems, newborn stem cell
storage, PARAGARD contraceptive IUDs, point-of-care products and uterine
positioning products.
Fertility - Our significant fertility products and services include cryostorage,
donor gamete services, fertility consumables and equipment and genomic services
(including preimplantation genetic testing). ($ in millions) 2022 2021 2022 vs. 2021 % Change
Office and surgical products $ 633.6 $ 451.3 40 %
Fertility 431.5 319.2 35 % $ 1,065.1 $ 770.5 38 % 

In the fiscal year ended October 31, 2022, net sales increase in both categories
was mainly due to the Generate acquisition. The increase was offset by
unfavorable foreign exchange rate fluctuations, which approximated
$33.4 million.

Gross Margin

 Consolidated Gross Margin decreased in fiscal 2022 to 65% compared to 67% in
fiscal 2021 primarily driven by unfavorable currency and contact lens care exit
costs. 

Selling, General and Administrative Expense (SGA)

 % Net % Net 2022 vs. 2021
($ in millions) 2022 Sales 2021 Sales % Change
CooperVision $ 826.7 37 % $ 843.9 39 % (2) %
CooperSurgical 461.7 43 % 320.0 42 % 44 %
Corporate 53.8 - 47.3 - 14 % 1,342.2 41 % $ 1,211.2 41 % 11 % CooperVision's SGA decreased in fiscal 2022 compared to fiscal 2021 primarily
due to the $56.8 million increase in fair value of the contingent consideration
related to SGV acquisition in fiscal 2021, partially offset by increase in SGA
to support sales growth. 59
-------------------------------------------------------------------------------- THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

 Operations 

CooperSurgical’s SGA increased in fiscal 2022 compared to fiscal 2021 primarily
due to the addition of Generate’s SGA and acquisition and integration expenses.

Corporate SGA increased in fiscal 2022 compared to fiscal 2021 primarily due to
share-based compensation related expenses.

Research and Development Expense (R&D)

 % Net % Net 2022 vs. 2021
($ in millions) 2022 Sales 2021 Sales % Change
CooperVision $ 62.4 3 % $ 61.6 3 % 1 %
CooperSurgical 47.9 4 % 31.1 4 % 54 % $ 110.3 3 % $ 92.7 3 % 19 % 

CooperVision’s R&D expense increased in fiscal 2022 compared to fiscal 2021
primarily due to myopia management programs and timing of R&D projects.
CooperVision’s R&D activities are primarily focused on the development of
contact lenses, manufacturing technology and process enhancements.

 CooperSurgical's R&D expense increased in fiscal 2022 compared to fiscal 2021
mainly due to the addition of Generate's R&D expense. CooperSurgical's R&D
activities are focused on developing and refining diagnostic and therapeutic
products including medical interventions, surgical devices and fertility
solutions. Amortization Expense % Net % Net 2022 vs. 2021
($ in millions) 2022 Sales 2021 Sales % Change
CooperVision $ 32.3 1 % $ 35.7 2 % (10) %
CooperSurgical 147.2 14 % 110.4 14 % 33 % $ 179.5 5 % $ 146.1 5 % 23 % 

CooperVision’s amortization expense decreased in absolute dollars in fiscal 2022
compared to fiscal 2021, primarily due to the deconsolidation of SGV.

 CooperSurgical's amortization expense increased in absolute dollars in fiscal
2022 compared to fiscal 2021, primarily due to the amortization of intangible
assets newly acquired through acquisitions. Operating Income % Net % Net 2022 vs. 2021
($ in millions) 2022 Sales 2021 Sales % Change
CooperVision $ 494.3 22 % $ 481.3 22 % 3 %
CooperSurgical 67.1 6 % 71.8 9 % 7 %
Corporate (53.8) - % (47.3) - (14) % $ 507.6 15 % $ 505.8 17 % - % 

CooperVision’s operating income increased in fiscal 2022 compared to fiscal
2021, primarily due to an increase in net sales partially offset by net changes
in operating expenses.

 CooperSurgical's operating income decreased in fiscal 2022 compared to fiscal
2021, primarily due to an increase in SGA and amortization expenses, partially
offset by an increase in net sales. 

Corporate operating loss increased in fiscal 2022 compared to fiscal 2021,
primarily due to higher share-based compensation expense.

 60
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Management’s Discussion and Analysis of Financial Condition and Results of

 Operations 

On a consolidated basis, operating income increased in fiscal 2022 compared to
fiscal 2021, primarily due to an increase in consolidated net sales.

Interest Expense % Net % Net 2022 vs. 2021
($ in millions) 2022 Sales 2021 Sales % Change
Interest expense $ 57.3 2 % $ 23.1 1 % 148 % 

Interest expense increased during fiscal 2022 compared to the prior year,
primarily due to higher average debt balances and higher interest rates.

Other (Income) Expense, Net ($ in millions) 2022 2021
Investment gain $ (47.7) $ (11.6)
Foreign exchange loss 22.0 5.5
Other expense (income), net 0.7 (2.7) $ (25.0) $ (8.8) 

Investment gain primarily consists of a gain on remeasurement of the fair value
of retained equity investment in SGV as a result of deconsolidation.

Foreign exchange loss is primarily associated with the strengthening of the US
dollar against foreign currencies and the effect on intercompany receivables.

Other expense (income), net increased in fiscal 2022, primarily due to a loss on
minority investments, partially offset by defined benefit plan related income.

Provision for Income Taxes

The effective tax rates for fiscal 2022 and 2021 were 18.8% and (499.1)%,
respectively. The increase was primarily due to an intra-group transfer of
intellectual property in fiscal 2021 and UK tax rate change in fiscal 2021, as
discussed below. The increase was also due to changes in the geographic
composition of pre-tax earnings and changes in excess tax benefits from
share-based compensation.

 The effective tax rate for fiscal 2022 was lower than the US federal statutory
rate primarily due to foreign earnings in jurisdictions with lower tax rates and
changes in unrecognized tax benefits, partially offset by foreign earnings
subject to US tax. The effective tax rate for fiscal 2021 was lower than the US
federal statutory tax rate primarily due to the intra-group transfer, UK tax
rate change, and earnings in foreign jurisdictions with lower tax rates
partially offset by foreign earnings subject to US tax. In November 2020, the Company completed an intra-group transfer of certain
intellectual property and related assets of CooperVision to a UK subsidiary as
part of a group restructuring to establish headquarters operations in the UK.
Determining fair value involved significant judgment related to future revenue
growth, operating margins, and discount rates. The transfer resulted in a
step-up of the UK tax-deductible basis in the intellectual property and
goodwill, creating a temporary difference between the book basis and the tax
basis of these assets. As a result, the Company recognized a deferred tax asset
of $1,987.9 million, with a corresponding income tax benefit, during the first
quarter of fiscal 2021. During the third quarter of fiscal 2021, the Company
recognized a $536.7 million tax benefit related primarily to the remeasurement
of this deferred tax asset caused by the UK enactment of a 25% corporate tax
rate. 

See Note 6. Income Taxes for additional information.

 61
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Management’s Discussion and Analysis of Financial Condition and Results of

 Operations 

CAPITAL RESOURCES AND LIQUIDITY

 Working capital at October 31, 2022 and October 31, 2021, was $253.4 million and
$733.2 million, respectively. The decrease in working capital is primarily due
to an increase in accounts payable as a result of timing of payment to vendors,
and an increase in short-term debt due to the 364-day term loan agreement
entered into during fiscal 2022. See Note 5. Financing Arrangements for further
information. 

The $43.1 million increase in inventories was primarily due to higher sales, and
the buildup of inventory for future product launches.

Cash Flow
($ in millions) 2022 2021 2020
Operating activities $ 692.4 $ 738.6 $ 486.6
Investing activities (1,831.2) (450.3) (364.5)
Financing activities 1,193.7 (311.4) (95.5)
Effect of exchange rate changes on cash, cash
equivalents, restricted (12.9) 2.9 0.7
cash and restricted cash equivalents
Increase (decrease) in cash, cash equivalents, restricted
cash and $ 42.0 $ (20.2) $ 27.3
restricted cash equivalents Operating cash flow

Cash provided by operating activities in fiscal 2022 was lower than cash
provided by operating activities in fiscal 2021, primarily due to settlement of
contingent consideration of $52.3 million.

Investing Cash Flow

 Cash used in investing activities in fiscal 2022 was higher than cash used in
investing activities in fiscal 2021, primarily attributable to $1.6 billion cash
paid, net of cash acquired, for the Generate acquisition, partially offset by
$52.1 million proceeds from the sale of a 50% interest in SGV. See Note 3.
Acquisitions and Joint Venture for further information. 

Financing Cash Flow

 Cash was provided by financing activities in fiscal 2022 compared to used in
financing activities in fiscal 2021, primarily due to a decrease in repayments
of long-term debt obligations by $854.5 million, and net proceeds from
short-term debt of $329.3 million in fiscal 2022, compared to net repayments of
short-term debt obligations of $321.3 million in fiscal 2021. 

The following is a summary of the maximum commitments and the net amounts
available to us under different credit facilities as of October 31, 2022:

 Outstanding Outstanding Total Amount
(In millions) Facility Limit Borrowings Letters of Credit Available Maturity Date
Revolving Credit:
2020 Revolving Credit $ 1,290.0 $ - $ 1.3 $ 1,288.7 April 1, 2025
Term Loan:
2021 364-Day Term Loan 840.0 338.0 n/a - November 1, 2022
2020 Term Loan 850.0 850.0 n/a - April 1, 2025
2021 Term Loan 1,500.0 1,500.0 n/a - December 17, 2026
Total $ 4,480.0 $ 2,688.0 $ 1.3 $ 1,288.7 

As of October 31, 2022, the Company was in compliance with all debt covenants.
See Note 5. Financing Arrangements for additional information.

 Considering recent market conditions and the COVID-19 pandemic crisis, we have
re-evaluated our operating cash flows and cash requirements and continue to
believe that current cash, cash equivalents, future cash flow from operating
activities and cash available under our 2020 Credit Agreement will be sufficient
to meet our anticipated cash needs, including working capital needs, capital
expenditures and contractual obligations for at least 12 months from the
issuance date of the 62
-------------------------------------------------------------------------------- THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

 Operations Consolidated Financial Statements included in this quarterly report. To the
extent additional funds are necessary to meet our liquidity needs such as that
for acquisitions, share repurchases, cash dividends or other activities as we
execute our business strategy, we anticipate that additional funds will be
obtained through the incurrence of additional indebtedness, additional equity
financings or a combination of these potential sources of funds; however, such
financing may not be available on favorable terms, or at all. 

Share Repurchases

 In December 2011, the Company's 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. The 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. 

In fiscal 2022, we repurchased 191,165 shares of our common stock for $78.5
million
. At October 31, 2022, $256.4 million remained authorized for repurchase
under the program. See Note 8. Stockholders’ Equity for additional information.

Dividends

In fiscal 2022 and 2021, the Company declared regular dividends of 6 cents per
share (a semiannual dividend of 3 cents per share) and paid a total of
$3.0 million in each fiscal year.

CONTRACTUAL OBLIGATIONS

As of October 31, 2022, we had the following contractual obligations:

 Payments Due by Fiscal Year
(In millions) Total 2023 2024 & 2025 2026 & 2027 2028 & Beyond Interest payments $ 319.3 $ 95.1 $ 169.7 $ 54.5 $ - Transition tax on unremitted foreign
earnings and profits (1) 100.4 11.8 51.7 36.9 -
Purchase obligations (2) 270.9 181.2 87.4 2.3 -

Total contractual obligations $ 690.6 $ 288.1 $

 308.8 $ 93.7 $ - (1) As of October 31, 2022, we had $100.4 million of income tax liabilities
related to the one-time transition tax that resulted from the enactment of the
2017 US Tax Act, which is payable in annual installments through fiscal 2026.
The installment for fiscal 2022 is classified as a current income tax payable on
our consolidated balance sheet. 

We are unable to reliably estimate the timing of future payments related to
uncertain tax positions and have excluded $25.4 million of long-term income
taxes payable from the table above. See Note 6. Income Taxes for additional
information.

 (2) Purchase obligations consist of agreements to purchase goods and services
that are enforceable and legally binding and includes obligations for inventory,
capital expenditures and other operating expense commitments. The table above excludes future payments for operating leases, long-term debt,
and our defined benefit plan. The minimum future payments for operating leases
are disclosed in Note 2. Operating Leases and future maturities of long-term
debt are disclosed in Note 5. Financing Arrangements. The expected future
benefit payments for our Retirement Income Plan through 2032 are disclosed in
Note 10. Employee Benefits. 63
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Management’s Discussion and Analysis of Financial Condition and Results of

 Operations 

Critical Accounting Estimates

 Management estimates and judgments are an integral part of financial statements
prepared in accordance with GAAP. We believe that the critical accounting
policies described in this section address the more significant estimates
required of management when preparing the Consolidated Financial Statements in
accordance with GAAP. We consider an accounting estimate critical if changes in
the estimate may have a material impact on our financial condition or results of
operations. We believe that the accounting estimates employed are appropriate
and resulting balances are reasonable; however, actual results could differ from
the original estimates, requiring adjustment to these balances in future
periods. 

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

 •Revenue recognition - We recognize revenue from product sales when obligations
under the terms of a contract with the customer are satisfied; generally, this
occurs with the transfer of control of the goods to customers and/or when
services are rendered. Our payment terms are typically between 30 to 120 days.
Provisions for certain rebates, sales incentives, volume discounts, contractual
pricing allowances and product returns are accounted for as variable
consideration and recorded as a reduction in sales. Product discounts, including certain rebates, sales incentives, and volume
discounts are granted based on terms of the arrangement with direct distribution
customers and at times the indirect end consumer. We evaluate contractual terms,
historical experience, and perform internal analysis to estimate total product
discounts at the time revenue is recognized. CooperSurgical rebates are
predominately related to the Medicaid rebate provision that is estimated based
upon contractual terms, historical experience, and trend analysis. Sales returns are estimated and recorded based on historical sales return data.
Promotional programs, such as cooperative advertising arrangements, are recorded
in the same period as related sales. Reasonably likely changes to assumptions
used to calculate the accruals for rebates, sales incentives, volume discounts,
contractual pricing allowances and product returns are not anticipated to have a
material effect on the financial statements. We currently disclose the impact of
changes to assumptions in the quarterly or annual filing in which there is a
material financial statement impact. •Business combinations - We routinely consummate business combinations. Results
of operations for acquired companies are included in our consolidated results of
operations from the date of acquisition. We recognize separately from goodwill,
the identifiable assets acquired, including acquired in-process research and
development, the liabilities assumed, and any noncontrolling interest in the
acquiree at the acquisition date fair values as defined by accounting standards
related to fair value measurements. Key assumptions routinely utilized the
allocation of purchase price to intangible assets include discount rates, and
projected financial information such as revenue projections for companies
acquired. As of the acquisition date, goodwill is measured as the excess of
consideration given, over the net of the acquisition date fair values of the
identifiable assets acquired and the liabilities assumed. Direct acquisition
costs are expensed as incurred. •Income taxes - Income taxes are estimated based on enacted income tax laws and
the results of operations in each jurisdiction. Deferred tax assets and
liabilities are estimated based on temporary differences between the financial
reporting basis and income tax basis of assets and liabilities. Deferred tax
assets are reduced by a valuation allowance to the extent it is more likely than
not they are not expected to be realized. Long-term tax payable is estimated
income tax to be paid for unrecognized tax benefits. A tax benefit is recognized
if it is more likely than not a tax position will be sustained based on its
technical merits in a tax authority examination, based on the largest benefit
that has a greater than 50% likelihood of being realized upon ultimate
settlement with the tax authority. 

Accounting Pronouncements

Information regarding new accounting pronouncements is included in Note 1.
Organization and Significant Accounting Policies.

 64
-------------------------------------------------------------------------------- THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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