filings.toolsCooper Companies (COO) 10-K risk factor changes: FY2025 vs FY2024
The 2025-10-31 10-K against the 2024-10-31 one, compared heading by heading and sentence by sentence.
Item 1A36 rewritten21 added21 removed525 unchanged
All filing items607 rewritten262 added219 removed2,028 unchanged
Summary
counted, not written
- Item 1A lists 41 risk factor headings: 0 new, 3 reworded and 38 unchanged since FY2024. 0 headings from FY2024 no longer appear.
- Sentence by sentence, 262 added, 219 removed, 607 rewritten and 2,028 unchanged across 18 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2024.
Removed Item 1A headings (0)
Every FY2024 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (3)
- Economic and trade
[removed: sanctions][added: sanctions, including tariff and import/export regulations by the U.S. and foreign governments,] could make it more difficult or costly for us to conduct our operations or achieve our business objectives. - We [added: previously] identified a material weakness in our internal control over financial reporting related to an ineffective information technology (IT) general control for the U.S. operations within the CooperSurgical segment
[removed: which, if not][added: which was] remediated[removed: appropriately or timely,][added: as of October 31, 2025. We may experience additional material weakness in the future which] could affect our ability to record, process and report financial information accurately and prepare financial statements within required time periods and could subject us to litigation or investigations, negatively affect investor confidence and adversely impact our stock price. - We rely on independent suppliers [added: and third-party logistics providers] in our supply chain for raw materials, packaging materials and components, mechanical equipment and some finished goods; we could experience inventory shortages if any of these suppliers encounter a manufacturing or distribution disruption.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
36 rewritten, 21 added, 21 removed, 525 unchanged
[removed: More than] [added: Approximately] half of our net sales for the fiscal years ended October 31, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] were derived from the sale of products outside the United States.
Economic and trade [removed: sanctions] [added: sanctions, including tariff and import/export regulations by the U.S. and foreign governments,] could make it more difficult or costly for us to conduct our operations or achieve our business objectives.
Any prolonged disruption in the operations of our existing manufacturing or distribution facilities or our fertility and stem cell storage facilities, whether due to work stoppages, technical or labor difficulties, integration difficulties, destruction of or damage to any facility (as a result of natural disaster, use and storage of hazardous materials or other events), enforcement action by the FDA or other regulatory body if we are found to be in non-compliance with current [removed: cGMP] [added: cGMP, QSR] or similar foreign requirements or other reasons, could have a material adverse effect on our business.
[removed: CooperSurgical manufactures the majority of its products in Costa] Rica, the United Kingdom and the United States, with other smaller locations also existing in multiple locations around the world.
Cybersecurity threats continue to increase in frequency and sophistication; a successful cybersecurity attack could interrupt or disrupt our information technology systems, or those of our third-party service providers, or cause [removed: the][added: the loss of confidential or protected data which could disrupt our business, force us to incur excessive costs or cause reputational harm.]
[removed: We identified a] [added: We may experience additional] material weakness in [removed: our internal control over financial reporting related to an ineffective information technology (IT) general control for] the [removed: U.S. operations within the CooperSurgical segment which, if not remediated appropriately or timely,] [added: future which] could affect our ability to record, process and report financial information accurately and prepare financial statements within required time periods and could subject us to litigation or investigations, negatively affect investor confidence and adversely impact our stock price.
In response to the material weakness, management, with the oversight of the Audit Committee, [removed: has begun to implement] [added: implemented] steps to remediate the material weakness.
If we are unable to [removed: remediate the material weakness, or are otherwise unable to] maintain effective internal control over financial reporting or disclosure controls and [removed: procedures,] [added: procedures in the future,] our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods, could be adversely affected, which could subject us to reputational harm, legal claims or proceedings, regulatory investigations and enforcement actions, significant costs from remedial actions, additional management resources, and payment of legal and other expenses, negatively affect investor confidence in our financial statement and adversely impact our stock price.
We rely on independent suppliers [added: and third-party logistics providers] in our supply chain for raw materials, packaging materials and components, mechanical equipment and some finished goods; we could experience inventory shortages if any of these suppliers encounter a manufacturing or distribution disruption.
We also source mechanical equipment and in certain instances finished goods from [removed: OEM suppliers.][added: original equipment manufacturers.]
[removed: For example, among other situations, some of the primary material used to make our silicone hydrogel contact lens products, including MyDay,] Biofinity, Avaira and clariti, are supplied by few or sole suppliers, and the failure of a key or sole supplier to timely supply sufficient items and materials necessary for the manufacture of our silicone hydrogel contact lenses could in turn disrupt our supply of those lenses to the market, which would have a material adverse effect on our business.
Our ability to respond to these competitive pressures will depend on our ability to decrease our costs and maintain gross margins and operating results and to introduce new products successfully, on a timely basis in the Americas, EMEA and Asia Pacific, [added: and to achieve manufacturing efficiencies and sufficient manufacturing capacity and capabilities for such products.]
We face the risk that demand for our products will not grow or will decline if our competitors are more [removed: successful than us at innovating in these and other areas.]
There is also [added: a] risk that emerging technologies or technology advancements could reduce the medical value of certain of our products and services, such as cord blood and cord tissue storage, which could adversely affect our business.
We cannot be assured that we will successfully obtain necessary regulatory approvals, certifications or clearances for our new products or that our new [added: products will successfully compete in the marketplace and, as a result, justify the expense involved in their development and regulatory approval or certification.]
Future events, such as changes in existing laws and regulations, [added: new laws and regulations] or the enforcement thereof, or the discovery of contamination at our facilities, may give rise to additional compliance or remediation costs that could have a material adverse effect on our business.
Further, the SEC adopted a final rule on the Enhancement and Standardization of Climate-Related Disclosures in [added: March] 2024.
If we do not adapt to or comply with [added: existing and/or] new regulations, or fail to meet evolving investor, industry or stakeholder expectations and concerns regarding ESG issues, investors may reconsider their capital investment in our Company, and customers and consumers may choose to stop purchasing our products, which could have a material adverse effect on our reputation and business.
Our success also depends on our ability to recruit, [removed: develop and] [added: develop,] retain and motivate highly skilled sales, marketing, manufacturing engineering and scientific personnel.
In addition, the FDA may change its premarket clearance and approval policies for drugs and medical devices, adopt additional regulations or revise existing regulations, or take other [removed: actions, which may prevent or delay approval or clearance of our future products under development or impact our ability to modify our currently cleared products on a timely basis.]
In addition, the EU landscape concerning medical devices (including IVDs) has recently evolved and may be subject to further developments in [removed: 2025.][added: 2026.]
[added: Both regulations have been adopted to establish a] uniform, transparent, predictable and sustainable regulatory framework across the EU for medical devices (including IVDs) and ensure a high level of safety and health while supporting innovation.
[removed: A recall could harm our reputation with customers] and consumers which could reduce the sales of our products.
[added: Accordingly, this could impose additional or different regulatory] requirements on CooperVision and CooperSurgical that could increase the costs of compliance or otherwise create competition that may negatively affect our business.
[removed: We cannot be assured that such clearances] and approvals will be granted on a timely basis, if at all, and significant delays in the introduction of any new products or product enhancements may occur, which could adversely affect our competitive position and results of operations.
Failure to comply with regulatory requirements (as applicable) could require time and resources to respond to the regulatory [removed: authorities’ observations and to implement corrective and preventive actions, as appropriate.]
As a result, our tests may [removed: now] be subject to the FDA’s enforcement of its medical device regulations and the applicable FDCA [removed: provisions, subject to the four year phase-out of enforcement discretion beginning in May of 2025.][added: provisions.]
In addition, we are subject to the UK Human Fertilization & [added: Embryology Association (HFEA) regulating IVF.]
Three federal agencies are responsible for administering the CLIA program in the United States: the [removed: Centers for Medicare & Medicaid Services (CMS),] [added: CMS,] the Centers for Disease Control and Prevention (CDC), and the FDA.
[added: For example, over the last several years, the United] States government has shut down several times and certain regulatory agencies, such as the FDA, have had to furlough critical employees and stop critical activities.
For example, the GDPR imposes stringent operational requirements for processors and controllers of personal data in the context of an establishment in the [added: EEA or the processing of personal data of individuals within the EEA and increases the scrutiny of transfer of personal data from the EEA.]
For instance, in December 2021, the EU Regulation No 2021/2282 on Health Technology Assessment (HTA) amending Directive [added: 2011/24/EU was adopted.]
- the federal false claims laws, including the civil False Claims Act, and civil monetary penalties laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, to the federal government, claims for payment or approval that are false or fraudulent, or knowingly making, using or [added: causing to be made or used, a false record or statement material to a false or fraudulent claim, or knowingly making or causing to be made a false statement to avoid, decrease or conceal an obligation to pay money to the federal government.]
To the extent we are unable to materially offset non-functional currency flows, exchange rate fluctuations could [added: have a positive or negative impact on our financial condition and results of operations.]
Tax examinations can result in costly litigation with significant interest and penalties and ultimate settlement can take several [added: years.]
Our effective tax rate could also fluctuate based on changes in estimates, changes in excess tax benefits from share-based compensation, changes in [removed: non-deductible] [added: nondeductible] expenses, [added: changes in tax laws] and the valuation of deferred tax assets and liabilities.
Changes in import and export policies, including new, increased or retaliatory tariffs, sanctions and countersanctions and customs restrictions by the U.S. and foreign governments, may disrupt our supply chain, adversely affect our relationships with customers and impact our competitiveness.
It may be time-consuming and expensive for us to alter our business operations to adapt to or comply with any such changes.
If we are unable to effectively manage these risks, our business, financial condition and results of operations could be materially and adversely affected.
CooperSurgical manufactures the majority of its products in Costa
We previously identified a material weakness in our internal control over financial reporting related to an ineffective information technology (IT) general control for the U.S. operations within the CooperSurgical segment which was remediated as of October 31, 2025.
For example, among other situations, some of the primary material used to make our silicone hydrogel contact lens products, including MyDay,
We also rely on third-party logistics providers for storage and distribution of our components and products.
Because we have limited control over their operations, any disruption in these relationships—whether due to labor shortages, transportation delays, capacity constraints—could adversely affect our ability to deliver products to customers on time and result in increased costs, reputational harm and potential liability.
If we are unable to promptly transition to alternative providers in the event of a disruption, our business, financial condition, and results of operations could be materially and adversely affected.
successful than us at innovating in these and other areas.
In March 2025, the SEC ended its defense of the climate-related disclosure rules adopted in March 2024.
actions, which may prevent or delay approval or clearance of our future products under development or impact our ability to modify our currently cleared products on a timely basis.
However, consultations are underway which propose substantial reforms to the Great Britain regulatory regime for medical devices and IVDs, including with respect to market access and conformity assessment procedures.
Any divergent requirements between the UK and the EU may increase the cost and complexity of running our business.
A recall could harm our reputation with customers
We cannot be assured that such clearances
authorities’ observations and to implement corrective and preventive actions, as appropriate.
Although since then the FDA has rescinded its prior rule regulating LDTs as medical devices, it is unclear whether the FDA may seek greater oversight of LDTs in other ways, which could increase costs and expenses or otherwise negatively affect our business.
Ongoing federal efforts to streamline government operations, including agency-wide efficiency programs, may further impact the resources and staffing levels available to the FDA.
These changes could result in longer review times for our regulatory submissions.
Any delays or disruptions in FDA review processes could adversely affect our product development timelines, market entry strategies, and overall business performance.
loss of confidential or protected data which could disrupt our business, force us to incur excessive costs or cause reputational harm.
and to achieve manufacturing efficiencies and sufficient manufacturing capacity and capabilities for such products.
products will successfully compete in the marketplace and, as a result, justify the expense involved in their development and regulatory approval or certification.
Both regulations have been adopted to establish a
On January 9, 2024, the MHRA published a roadmap setting out its plans and timelines for towards the reform of the regulatory framework for medical devices in the UK.
Regulations implementing core elements of the new framework are intended to be in place by 2025.
Pending such reform of the UK regulatory framework, the government has confirmed that general medical devices compliant with the EU MDD with a valid declaration and CE marking can be placed on the Great Britain market up until the sooner of expiry of certificate or June 30, 2028.
Medical devices, including custom-made devices, compliant with the EU MDR can be placed on the Great Britain market up until June 30, 2030.
These developments, or the perception that any related developments could occur, have had and may continue to have a material adverse effect on global economic conditions and financial markets, and our business may be impacted and the demand for our products could be depressed.
Accordingly, this could impose additional or different regulatory
In addition, the FDA is finalizing a policy under which the FDA will provide greater oversight of IVDs offered as LDTs through a phaseout of its general enforcement discretion approach over the course of four years, as well as targeted enforcement discretion policies for certain categories of IVDs manufactured by laboratories.
Compliance with the new requirements may require additional analytical or clinical studies or other actions in order to continue marketing our tests during the phase-out period, which could increase costs and expenses or otherwise negatively affect our business.
The FDA LDT regulation is currently subject to legislative challenges which may result in less stringent requirements or a decrease in FDA enforcement of LDT requirements.
Therefore, the costs to comply with the FDA LDT regulation and its impact on our business is difficult to predict.
Embryology Association (HFEA) regulating IVF.
For example, over the last several years, the United
EEA or the processing of personal data of individuals within the EEA and increases the scrutiny of transfer of personal data from the EEA.
2011/24/EU was adopted.
causing to be made or used, a false record or statement material to a false or fraudulent claim, or knowingly making or causing to be made a false statement to avoid, decrease or conceal an obligation to pay money to the federal government.
have a positive or negative impact on our financial condition and results of operations.
years.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
76 rewritten, 32 added, 24 removed, 148 unchanged
In this section, we discuss the results of our operations for fiscal [removed: 2024] [added: 2025] compared with fiscal [removed: 2023.][added: 2024.]
We discuss our cash flows and current financial condition under “Capital Resources and Liquidity.” For a discussion related to fiscal [removed: 2023] [added: 2024] compared with fiscal [removed: 2022,] [added: 2023,] 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, [removed: 2023,] [added: 2024,] which was filed with the SEC on December [removed: 8, 2023,] [added: 6, 2024,] and is available on the SEC's website at www.sec.gov and our Investor Relations website at investor.coopercos.com.
These risks include uncertain global and regional business, political and economic conditions, including but not limited to those associated with man-made or natural disasters, pandemic conditions, inflation, foreign exchange rate fluctuations, regulatory developments, supply chain disruptions, and escalating global trade [removed: barriers.][added: barriers and disruptions, such as the impact of tariffs.]
Further, CooperVision [removed: has] [added: received] Chinese NMPA approval for [removed: its] [added: use of the] MiSight 1 day lens [added: in China and received MHLW approval] for use [added: of the MiSight 1 day lens] in [removed: China.][added: Japan.]
[removed: ][added: ]
[removed: ][added: ]
| ($ in millions) | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2024] [added: 2025] vs [removed: 2023] [added: 2024] % Change | | |
| Toric and multifocal | | | $ | [removed: 1,257.2] [added: 1,351.3] | | | | | | | | | | | $ | [removed: 1,134.4] [added: 1,257.2] | | | | | | | | | | | [removed: 11] [added: 7] | | % |
| Sphere, other | | | [removed: 1,352.2] [added: 1,392.5] | | | | | | | | | | | | [removed: 1,289.3] [added: 1,352.2] | | | | | | | | | | | | [removed: 5] [added: 3] | | % |
In the fiscal year ended October 31, [removed: 2024,] [added: 2025,] the growth experienced across all categories was [removed: partially offset] [added: positively impacted] by [removed: unfavorable] [added: favorable] foreign exchange rate [removed: fluctuations, which approximated $14.6] [added: fluctuations of approximately $16.0] million.
- Toric and multifocal grew primarily through the success of [removed: MyDay] [added: Biofinity] and [removed: Biofinity.][added: MyDay.]
- Sphere, other grew primarily through [removed: MyDay,] MiSight and [removed: Biofinity.][added: MyDay, offset by a decrease in legacy hydrogel products.]
- "Other" products represented [removed: approximately] [added: less than] 1% of net sales in fiscal [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]
| ($ in millions) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] % Change | | |
| Americas | | | | | | $ | [removed: 1,067.3] [added: 1,124.3] | | | | | $ | [removed: 991.3] [added: 1,067.3] | | | | | [removed: 8] [added: 5] | | % |
| EMEA | | | | | | [removed: 988.3] [added: 1,064.4] | | | | | | [removed: 891.6] [added: 988.3] | | | | | | [removed: 11] [added: 8] | | % |
| Asia Pacific | | | | | | [removed: 553.8] [added: 555.1] | | | | | | [removed: 540.8] [added: 553.8] | | | | | | [removed: 2] [added: —] | | % |
CooperVision's growth in net sales [removed: across all regions] [added: in the Americas and EMEA] was primarily attributable to [removed: increased sales] [added: market gains] of silicone hydrogel contact lenses.
- Office and surgical offerings include products that facilitate surgical and non-surgical procedures that are commonly performed primarily by obstetricians and gynecologists in hospitals, [removed: surgery] [added: surgical] centers, and medical offices.
- Fertility offerings include highly specialized products and services that target the [removed: IVF] [added: in vitro fertilization] process, including diagnostics testing with a goal to make fertility treatment safer, more efficient and convenient.
[removed: ][added: ]
| ($ in millions) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] % Change | | |
| Office and surgical | | | | | | $ | [removed: 774.7] [added: 824.0] | | | | | $ | [removed: 689.5] [added: 774.7] | | | | | | | | [removed: 12] [added: 6] | | % |
| Fertility | | | | | | [removed: 511.3] [added: 524.6] | | | | | | [removed: 480.0] [added: 511.3] | | | | | | | | | [removed: 7] [added: 3] | | % |
In the fiscal year ended October 31, [removed: 2024,] [added: 2025,] office and surgical net sales increased primarily due to [added: increased sales of Paragard contraceptive intrauterine devices and] the [removed: addition] [added: acquisition] of [removed: Cook Medical] [added: obp Surgical] on [removed: November] [added: August] 1, [removed: 2023.][added: 2024.]
Fertility net sales increased [added: primarily] due to an increase in revenue from [removed: consumable products] [added: genomic services] and [removed: genetic testing.][added: gamete services.]
| ($ in millions) | | | [removed: 2024] [added: 2025] | | | | | | % Net Sales | | | | | | [removed: 2023] [added: 2024] | | | | | | % Net Sales | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] % Change | | |
| CooperVision | | | $ | [removed: 910.7] [added: 969.3] | | | | | 35 | | % | | | | $ | [removed: 871.1] [added: 910.7] | | | | | [removed: 36] [added: 35] | | % | | | | [removed: 5] [added: 6] | | % |
| CooperSurgical | | | [removed: 534.2] [added: 568.4] | | | | | | 42 | | % | | | | [removed: 559.4] [added: 534.2] | | | | | | [removed: 48] [added: 42] | | % | | | | [removed: (5)] [added: 6] | | % |
| Corporate | | | [removed: 88.8] [added: 90.1] | | | | | | — | | | | | | [removed: 70.7] [added: 88.8] | | | | | | — | | | | | | [removed: 26] [added: 1] | | % |
Corporate SGA expenses increased in fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023] [added: 2024] primarily due to [removed: share-based compensation] [added: an increase in severance costs] related [removed: expenses and corporate support functions.][added: to workforce optimization initiatives.]
| CooperVision | | | $ | [removed: 82.9] [added: 91.3] | | | | | 3 | | % | | | | $ | [removed: 73.4] [added: 82.9] | | | | | 3 | | % | | | | [removed: 13] [added: 10] | | % |
| CooperSurgical | | | [removed: 72.2] [added: 80.9] | | | | | | 6 | | % | | | | [removed: 64.0] [added: 72.2] | | | | | | [removed: 5] [added: 6] | | % | | | | [removed: 13] [added: 12] | | % |
CooperVision's R&D expenses increased in fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023] [added: 2024] primarily due to [removed: myopia management programs and] [added: an increase in] R&D [removed: projects.][added: project spend.]
CooperSurgical's R&D expenses increased in fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023 mainly] [added: 2024 primarily] due to an increase in R&D project spend.
| CooperVision | | | $ | [removed: 28.2] [added: 21.0] | | | | | 1 | | % | | | | $ | [removed: 32.9] [added: 28.2] | | | | | 1 | | % | | | | [removed: (14)] [added: (26)] | | % |
| CooperSurgical | | | [removed: 173.0] [added: 178.2] | | | | | | 13 | | % | | | | [removed: 153.3] [added: 173.0] | | | | | | 13 | | % | | | | [removed: 13] [added: 3] | | % |
CooperVision's amortization expense [removed: for] [added: decreased in] fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023 decreased] [added: 2024,] primarily due to [removed: more] [added: certain] intangible assets [removed: becoming] [added: being] fully [removed: amortized during fiscal 2024.][added: amortized.]
CooperSurgical's amortization expense increased in fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023,] [added: 2024,] primarily due to the amortization of intangible assets [removed: recently] acquired through [removed: acquisitions.][added: acquisitions in the second half of fiscal 2024.]
| CooperVision | | | $ | [removed: 676.2] [added: 729.6] | | | | | [removed: 26] [added: 27] | | % | | | | $ | [removed: 587.7] [added: 676.2] | | | | | [removed: 24] [added: 26] | | % | | | | [removed: 15] [added: 8] | | % |
We protect our products through patents and trademark registrations, both in the United States and in international markets.
We monitor competitive products trademark use worldwide and, when determined appropriate, we have enforced and plan to continue to enforce and defend our patent and trademark rights.
We also rely upon trade secrets, licenses, technical know-how and continuing technological innovation to develop and maintain our competitive position.
CooperVision, CooperSurgical, and other trade names, trademarks or service marks of the Company and its subsidiaries appearing in this report are the property of the Company and its subsidiaries.
Trade names, trademarks and service marks of the other companies appearing in this report are the property of their respective holders.
| | | | $ | 2,743.8 | | | | | | | | | | | $ | 2,609.4 | | | | | | | | | | | 5 | | % |
| | | | | | | $ | 2,743.8 | | | | | $ | 2,609.4 | | | | | 5 | | % |
The growth in EMEA was positively impacted by favorable foreign exchange rate fluctuations.
| | | | | | | $ | 1,348.6 | | | | | $ | 1,286.0 | | | | | | | | 5 | | % |
Consolidated gross margin decreased in fiscal 2025 to 66% compared to 67% in fiscal 2024, primarily driven by inventory and long-lived asset write-offs and severance costs related to workforce optimization initiatives.
| | | | $ | 1,627.8 | | | | | 40 | | % | | | | $ | 1,533.7 | | | | | 39 | | % | | | | 6 | | % |
CooperVision's SGA expenses increased in fiscal 2025 compared to fiscal 2024 primarily due to increased selling activities, severance costs related to workforce optimization initiatives, and long-lived asset write-offs.
CooperSurgical's SGA expenses increased in fiscal 2025 compared to fiscal 2024 primarily due to severance costs related to workforce optimization initiatives, increased selling activities, and long-lived asset write-offs.
| ($ in millions) | | | 2025 | | | | | | % Net Sales | | | | | | 2024 | | | | | | % Net Sales | | | | | | 2025 vs. 2024 % Change | | |
| | | | $ | 172.2 | | | | | 4 | | % | | | | $ | 155.1 | | | | | 4 | | % | | | | 11 | | % |
CooperSurgical's R&D activities are primarily focused on the development of surgical devices and fertility solutions, manufacturing technology and process enhancements.
| ($ in millions) | | | 2025 | | | | | | % Net Sales | | | | | | 2024 | | | | | | % Net Sales | | | | | | 2025 vs. 2024 % Change | | |
| | | | $ | 199.2 | | | | | 5 | | % | | | | $ | 201.2 | | | | | 5 | | % | | | | (1) | | % |
| ($ in millions) | | | 2025 | | | | | | % Net Sales | | | | | | 2024 | | | | | | % Net Sales | | | | | | 2025 vs. 2024 % Change | | |
| | | | $ | 682.9 | | | | | 17 | | % | | | | $ | 705.7 | | | | | 18 | | % | | | | (3) | | % |
CooperSurgical's operating income decreased in fiscal 2025 compared to fiscal 2024, primarily due to inventory and long-lived asset write-offs, severance costs related to workforce optimization initiatives and an increase in amortization expense.
Corporate operating loss increased in fiscal 2025 compared to fiscal 2024, primarily due to an increase in severance costs related to workforce optimization initiatives.
| ($ in millions) | | | 2025 | | | | | | % Net Sales | | | | | | 2024 | | | | | | % Net Sales | | | | | | 2025 vs. 2024 % Change | | |
| | | | $ | 16.4 | | | | | $ | 9.1 | |
The One Big Beautiful Bill Act was enacted in the United States during the third quarter of fiscal 2025.
It is not expected to have a material impact on the provision for income taxes.
Cash provided by operating activities in fiscal 2025 increased compared to fiscal 2024, primarily due to changes in prepaid and other assets and an increase in non-cash add-back of long-lived asset write-offs.
Cash used in financing activities in fiscal 2025 was primarily attributable to the repurchase of common stock, net repayments on the revolving credit, and the first installment payment related to the Cook Medical acquisition.
| Total | | | | | | $ | 3,800.0 | | | | | $ | 2,456.3 | | | | | $ | 5.3 | | | | | $ | 1,338.4 | | | | | | | |
Share Repurchase
As of October 31, 2025, $966.4 million remains authorized for repurchase.
In fiscal 2025, the Company repurchased 4.1 million shares of its common stock for $290.1 million, at a weighted average price of $69.30 per share under the program.
| | | | $ | 2,609.4 | | | | | | | | | | | $ | 2,423.7 | | | | | | | | | | | 8 | | % |
| | | | | | | $ | 2,609.4 | | | | | $ | 2,423.7 | | | | | 8 | | % |
| | | | | | | $ | 1,286.0 | | | | | $ | 1,169.5 | | | | | | | | 10 | | % |
The above growth experienced across all categories was partially offset by unfavorable foreign exchange rate fluctuations, which approximated $9.5 million.
Consolidated gross margin was relatively flat at 67% in fiscal 2024 compared to 66% in fiscal 2023.
| | | | $ | 1,533.7 | | | | | 39 | | % | | | | $ | 1,501.2 | | | | | 42 | | % | | | | 2 | | % |
CooperVision's SGA expenses increased in fiscal 2024 compared to fiscal 2023 primarily due to a $31.8 million release of contingent consideration liability associated with SightGlass Vision's regulatory approval milestone in fiscal 2023 and increased selling activities in fiscal 2024.
CooperSurgical's SGA expenses decreased in fiscal 2024 compared to fiscal 2023 primarily due to the payment of a $45.0 million termination fee under an asset purchase agreement related to Cook Medical’s reproductive health business in fiscal 2023, partially offset by an increase in selling activities and distribution costs.
| | | | $ | 155.1 | | | | | 4 | | % | | | | $ | 137.4 | | | | | 4 | | % | | | | 13 | | % |
CooperSurgical's R&D activities are focused on developing and refining diagnostic and therapeutic products including medical interventions, surgical devices and fertility solutions.
| | | | $ | 201.2 | | | | | 5 | | % | | | | $ | 186.2 | | | | | 5 | | % | | | | 8 | | % |
| | | | $ | 705.7 | | | | | 18 | | % | | | | $ | 533.1 | | | | | 15 | | % | | | | 32 | | % |
CooperSurgical's operating income increased in fiscal 2024 compared to fiscal 2023, primarily due to payment of a $45.0 million termination fee under an asset purchase agreement related to Cook Medical’s reproductive health business in fiscal 2023 and decrease in advertising and marketing expenses in fiscal 2024.
Corporate operating loss increased in fiscal 2024 compared to fiscal 2023, primarily due to higher share-based compensation expenses.
| | | | $ | 9.1 | | | | | $ | 14.9 | |
The effective tax rate for fiscal 2023 was higher than the U.S. federal statutory rate primarily due to foreign earnings subject to U.S. tax.
Cash provided by operating activities in fiscal 2024 increased compared to fiscal 2023, primarily due to increases in net income, and non-cash add backs such as deferred income taxes and share-based compensation expenses in fiscal 2024 and the release of $31.8 million contingent consideration liability associated with SightGlass Vision's regulatory approval milestone in fiscal 2023, offset by net changes in operating capital.
Cash used in financing activities in fiscal 2023 was primarily due to repayments of $338.0 million on the 2021 364-day term loan, partially offset by $172.6 million of funds drawn on the 2020 Revolving Credit Facility.
| Total | | | | | | $ | 3,800.0 | | | | | $ | 2,549.2 | | | | | $ | 4.75 | | | | | $ | 1,246.1 | | | | | | | |
To the extent additional funds are necessary to meet our liquidity needs such as
Share Repurchases
As of October 31, 2024, $256.4 million remained authorized for repurchase under the program.
We are unable to reliably estimate the timing of future payments related to uncertain tax positions and have excluded $20.4 million of long-term income taxes payable.
These deferred tax assets are primarily tax credits and net operating loss carryforwards expected to expire before they can be claimed or deducted.
An excerpt. Shown here: 40 of 76 rewritten, all 32 added and all 24 removed. The counts are complete. For every sentence, read Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. in the FY2025 filing and the FY2024 filing.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
3 rewritten, 0 added, 0 removed, 19 unchanged
At October 31, [removed: 2024,] [added: 2025,] a uniform hypothetical 10% increase or decrease in the foreign currency exchange rates in comparison to the value of the U.S. dollar would have resulted in a corresponding increase or decrease of approximately [removed: $103.2] [added: $114.4] million in operating income for the fiscal year ended October 31, [removed: 2024.][added: 2025.]
As of October 31, [removed: 2024,] [added: 2025,] we had outstanding debt for an aggregate carrying amount of [removed: $2.6] [added: $2.5] billion.
As an example, if interest rates were to increase or decrease by 1% or 100 basis points, the quarterly interest expense would not have a material impact, based on average debt outstanding, after consideration of our interest rate swap contracts, during the fourth quarter of fiscal [removed: 2024.][added: 2025.]
Item 1. . Business.
38 rewritten, 46 added, 15 removed, 292 unchanged
In November 2019, the MiSight 1 day [added: contact] lens became the first and only product approved by the United States Food and Drug Administration (FDA) for slowing the progression of myopia in children aged 8-12 at the initiation of [removed: treatment, and in August 2021, CooperVision received Chinese National Medical Products Administration (NMPA) approval for use of the MiSight 1 day lens in China.][added: treatment.]
In order to achieve a comfortable and healthier lens wearing experience, [added: CooperVision] products are sold with recommended wearing and replacement schedules, often referred to as modalities, with the primary modalities being single-use lenses designed for one-day use and frequent replacement (FRP) lenses designed for two-week and monthly replacement.
The MyDay brand is our [removed: softest] [added: premium] line of 1-day silicone hydrogel lenses and offers spherical (including MyDay Energys), toric, and multifocal lenses.
With MiSight, we offer the only [removed: FDA approved1 and first Chinese NMPA] [added: contact lens] approved [removed: product] [added: by the FDA1, Chinese NMPA, Japanese MHLW] to slow the progression of, and correct, myopia in age-appropriate children.
CooperVision is focused on greater worldwide market penetration of recently introduced products, and we continue to expand our presence in existing and emerging [removed: markets, both organically and through acquisitions.][added: markets.]
CooperSurgical distributes its products and services [added: worldwide] through OB/GYN and medical offices, hospital and ambulatory surgery centers and fertility clinics, as well as direct-to-consumer.
Paragard is a hormone-free intrauterine device (IUD) offered by CooperSurgical [added: exclusively in the United States] that prevents pregnancy for up to ten years using copper as the only active ingredient.
[removed: CooperVision's largest competitors in the worldwide market and its primary competitors] [added: CooperVision competes] in the spherical, toric and multifocal lens categories of [removed: that] [added: the contact lens worldwide] market [removed: are] [added: against] Johnson & Johnson Vision Care, Inc., Alcon [removed: Inc. and] [added: Inc.,] Bausch + [removed: Lomb.][added: Lomb as well as other smaller companies with limited product offerings.]
In the fertility market, CooperSurgical competes against Vitrolife Group, [removed: FujiFilm-Irvine Scientific, Hamilton Thorne,] [added: Nexpring,] and Fairfax Cryobank and Fairfax EggBank.
Larger companies such as Johnson & Johnson, [added: Baxter International,] Medtronic and Hologic have offerings that compete with our medical device products.
In the stem cell storage field, we compete primarily with ViaCord, a division of Revvity, in the United States, as well as other smaller companies [added: with limited product offerings] globally.
The Company employs approximately [removed: 400] [added: 500] people in research and development.
[removed: The process of obtaining regulatory approvals and the subsequent compliance with applicable federal,] state, local and foreign statutes and regulations requires the expenditure of substantial time and financial resources.
Medical [added: Devices and In Vitro Diagnostic] Devices
The FDA [removed: considers] [added: had previously considered] Laboratory Developed Tests (LDTs) to be a subset of IVDs that are designed, manufactured, and used within a single laboratory.
[removed: Furthermore, in] [added: In] May 2024, the FDA issued [removed: a final rule] [added: the LDT Final Rule] to amend its regulations to make explicit [added: its finding] that LDTs are devices under the FDCA.
Along with this amendment, the FDA [removed: is finalizing] [added: issued] a policy under which the FDA [removed: will] [added: would] provide greater oversight of IVDs offered as LDTs through a phaseout of its general enforcement discretion approach for LDTs over the course of four years, as well as targeted enforcement discretion policies for certain categories of IVDs manufactured by laboratories.
Under the [removed: Clinical Laboratory Improvement Amendments of 1988 (CLIA) regulations,] [added: CLIA,] we are required to hold a certificate applicable to the type of laboratory tests we perform and to comply with standards applicable to our operations, including test processes, personnel, facilities administration, equipment maintenance, recordkeeping, quality systems and proficiency testing.
[removed: Although] Paragard is [removed: a drug-device combination product,] the [removed: FDA has determined that the primary mode of action for Paragard is the] drug component and the product is therefore regulated by the FDA’s Center for Drug Evaluation and Research under applicable drug regulations.
Any drug products manufactured or distributed by us pursuant to [removed: NDA] [added: New Drug Application (NDA)] approvals are subject to continuing regulation by the FDA as the FDA may withdraw the approval if compliance with regulatory requirements and standards is not maintained or if problems occur after the product reaches the market.
Drug manufacturers and their subcontractors are also required to maintain compliance with [removed: cGMPs] [added: current good manufacturing practices (cGMPs)] and other requirements, including requirements relating to recordkeeping, periodic reporting, product sampling and distribution, advertising and promotion and reporting of adverse experiences with the product.
The ISO 13485 Quality Management System certification is now also required for registration of products in Asia Pacific and Latin American [added: countries, among many other requirements for registration in these countries.]
Until May 25, 2021, medical devices sold in the EU were regulated by the Medical Device Directive (the EU MDD), which has been repealed and replaced by the EU [removed: MDR).][added: MDR.]
A declaration of conformity to the [added: EU] MDD or [added: EU] MDR is drawn out as a basis for European conformity marking (CE Mark).
[removed: To demonstrate compliance with the general safety and] performance requirements, medical device manufacturers must undergo a conformity assessment procedure, which varies according to the type of medical device and its risk classification.
Market acceptance and sales of our CooperSurgical products to our customers, who primarily consist of hospitals and surgery centers, OB/GYN medical offices and fertility clinics, will depend on the availability of payor coverage and the [removed: adequacy of reimbursement, for the procedures using our products, by government insurance programs and other third-party payors.]
[removed: Supply of these materials] is protected by contractual agreements and safety stocks.
CooperSurgical's products are marketed by a network of dedicated field sales representatives, [removed: independent agents] [added: inside sales] and distributors.
No customer accounted for 10% or more of our consolidated net revenue in fiscal [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]
As of October 31, [removed: 2024,] [added: 2025,] we had a workforce of more than [removed: 16,000.][added: 15,000.]
Our employees are located around the world, with [removed: 54%] [added: 52%] in Americas, [removed: 41%] [added: 42%] in EMEA and [removed: 5%] [added: 6%] in Asia Pacific.
Human capital management areas of focus include a people-focused culture; embedding [removed: diversity] [added: connection] and [removed: inclusion;] [added: belonging;] fostering an environment of health, safety, and well-being; investing in and developing our employees through training and engagement.
The chart below shows percentage of employees located in Americas, EMEA and Asia Pacific as of October 31, [removed: 2024.][added: 2025.]
[removed: ][added: ]
Through our [removed: Diversity] [added: Connection] & [removed: Inclusion (D&I)] [added: Belonging (C&B)] strategy, we drive a culture where individual qualities and backgrounds are highly valued and respected, and our employees feel a sense of belonging.
Our [removed: D&I] [added: C&B] strategy includes initiatives to promote [removed: D&I] [added: C&B] conversations and training to inform and educate our workforce, forming communities of advocates and allies to help advance our [removed: culture of inclusion,] [added: culture,] and completion of various reviews of our programs to minimize the impact of unconscious bias on our reward decisions.
Our commitment to [removed: D&I] [added: C&B] starts with our executives and is further executed through local initiatives in order to create sustainable change.
[added: Our annual] reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, along with all other reports and amendments filed with or furnished to the SEC, are publicly available free of charge on our website as soon as reasonably practicable.
The Cooper Companies, Inc. (Cooper, we or the Company), is a leading global medical device company focused on helping people experience life's beautiful moments.
Headquartered in San Ramon, California, Cooper sells products in over 130 countries and positively impacts over fifty million lives each year.
CooperVision received approval for use of the MiSight 1 day lens in China from Chinese National Medical Products Administration (NMPA) in August 2021 and in Japan from the Japanese Ministry of Health, Labour and Welfare (MHLW) in August 2025.
A non-hormonal IUD, Miudella, which has been FDA approved and not currently in the market, will compete with Paragard in the future.
The process of obtaining regulatory approvals and the subsequent compliance with applicable federal,
On March 31, 2025, the U.S. District Court for the Eastern District of Texas vacated the FDA’s LDT Final Rule, holding that LDTs are medical test services, not devices, and that oversight authority for laboratory testing resides with the Centers for Medicare & Medicaid Services (CMS) under the Clinical Laboratory Improvement Amendments of 1988 (CLIA).
The FDA declined to appeal the decision and, on September 19, 2025, formally rescinded the LDT Final Rule.
As a manufacturer of connected medical devices, we are subject to evolving cybersecurity regulations and guidance issued by the FDA, including the final guidance titled Cybersecurity in Medical Devices: Quality System Considerations and Content of Premarket Submissions (September 2023, updated June 2025).
Under Section 524B of the FDCA, effective March 29, 2023, all new premarket submissions and previously authorized devices undergoing new FDA review must comply with enhanced cybersecurity requirements.
These include:
- A comprehensive cybersecurity risk management plan;
- A detailed Software Bill of Materials (SBOM), listing all software components—including third-party and open-source elements—to support vulnerability tracking;
- Documentation of secure and reliable update mechanisms;
- Evidence of integration of cybersecurity into the device’s quality system as a core design control; and
- Consideration of both premarket and postmarket cybersecurity risks throughout the product lifecycle.
These requirements reflect FDA’s emphasis on “security by design” and the implementation of a Secure Product Development Framework to ensure resilience against emerging threats.
We are following leading cybersecurity standards and practices to guide our strategies, processes, technologies and controls.
Our goal is to support the safety, security, and reliability of our connected medical devices while adapting to evolving threats and regulatory expectations.
In addition to federal directives, there is a complex and evolving patchwork of state laws and regulations governing the use, storage, and disposition of human reproductive materials, including embryos, gametes, and other human tissue.
States vary widely in their approaches to assisted reproductive technologies, including IVF, embryo cryopreservation, and gamete donation.
As state legislatures continue to respond to evolving ethical, legal, and technological considerations, ongoing monitoring and adaptation are essential to maintaining compliance and continuity of care.
Although Paragard is a drug-device combination product, the FDA has determined that the primary mode of action for
To demonstrate compliance with the general safety and
Following Brexit, the UK Medicines and Healthcare products Regulatory Agency (MHRA) published the MHRA Medical Devices Regulatory Reform: Roadmap to Implementation which describes phased updates to the UK medical device and IVD regulatory framework.
These updates include new pre-market regulatory requirements and enhanced postmarket surveillance processes.
On June 16, 2025, strengthened postmarket surveillance requirements came into force for medical devices.
In 2025, the MHRA also held a consultation considering proposals to update the premarket requirements for medical devices and IVDs covering four topics, namely: (1) a new international reliance scheme to enable swifter market access for certain devices that have already been approved in a comparable regulator country; (2) the new UK Conformity Assessed (UKCA) mark and, in particular, proposals to remove the requirement to place UKCA marking on devices; (3) conformity assessment procedures for in vitro diagnostic devices; and (4) maintaining in UK law certain pieces of “assimilated” EU law which are due to sunset in 2025.
In July 2025, the MHRA published a response to the consultation confirming that it will incorporate the results of this consultation into new UK legislation for medical devices and IVDs.
Notable implications of this include:
- Medical devices in compliance with the EU MDD can continue to be placed on the UK market until the sooner of CE certificate expiration or June 30, 2028;
- Medical devices in compliance with the EU MDR can continue to be placed on the market until the sooner of CE certificate expiration or June 30, 2030;
- Certain IVDs in compliance with the EU IVDD or the EU IVDR can continue to be placed on the Great Britain market until the sooner of CE certificate expiration or June 30, 2030; and
- The allocation, registration and labeling of Unique Device Identifiers (UDIs) may replace the requirement to physically affix the UKCA mark to medical devices and IVDs.
adequacy of reimbursement, for the procedures using our products, by government insurance programs and other third-party payors.
Likewise, coverage decisions can vary widely by payor and may be subject to frequent updates.
Reimbursement levels may be reduced or eliminated altogether, and coverage may be denied or restricted based on clinical guidelines, cost-effectiveness assessments, or changes in regulatory classification.
Even the perception of potential changes in coverage—such as proposed rulemaking, draft guidance, or litigation affecting reimbursement frameworks—can lead to volatility in demand, as providers and patients may delay or avoid use of our products pending greater clarity.
The Inflation Reduction Act of 2022 (IRA) continues to be implemented, with Medicare drug price negotiations expanding in scope.
Beginning in 2026, negotiated prices for selected high-cost drugs will take effect, and the out-of-pocket cap for Medicare Part D enrollees will rise to $2,100.
Additionally, manufacturers are subject to inflation-based rebates for price increases that exceed inflation benchmarks.
The Cooper Companies, Inc. (Cooper, we or the Company), is a global medical device company with a mission to improve lives one person at a time.
We partner with health care providers worldwide to improve patient outcomes and deliver practice-building resources and training.
By listening closely to the healthcare providers and patients, we fulfill the needs of today while focusing on the opportunities of tomorrow through innovation and strategic investment.
In fiscal 2024, CooperSurgical
acquired select Cook Medical assets focused primarily on the obstetrics, doppler monitoring, and gynecology surgery markets, a fertility company that specializes in sperm separation devices, and obp Surgical, a U.S.-based medical device company with a suite of single-use cordless surgical retractors with integrated light source and evacuation channels.
It is the only FDA approved non-hormonal IUD contraceptive option and is exclusively sold in the United States.
We are aware of a non-hormonal IUD under development, which may compete with Paragard in the future.
countries, among many other requirements for registration in these countries.
In Great Britain, the legislative regime currently continues to be based on the requirements set out in the EU MDD, the Active Implantable Medical Devices Directive (EU AIMDD), and the EU IVDD.
However, substantial reforms to the Great Britain regulatory regime for medical devices and IVDs are currently being developed to improve patient safety.
Most of the reforms are to align with EU MDR requirements, but the Medicines and Healthcare products Regulatory Agency (MHRA) also intends to introduce unique requirements such as post market surveillance, software, and Artificial Intelligence from mid-2025.
Most recently, on August 16, 2022, the Inflation Reduction Act of 2022, or IRA, was signed into law.
Among other things, the IRA requires manufacturers of certain drugs to engage in price negotiations with Medicare (beginning in 2026), with prices that can be negotiated subject to a cap; imposes rebates under Medicare Part B and Medicare Part D to penalize price increases that outpace inflation (first due in 2023); and replaces the Part D coverage gap discount program with a new discounting program (beginning in 2025).
Diversity and Inclusion
Our annual
An excerpt. Shown here: all 38 rewritten, 40 of 46 added and all 15 removed. The counts are complete. For every sentence, read Item 1. . Business. in the FY2025 filing and the FY2024 filing.
Cover and table of contents
30 rewritten, 2 added, 1 removed, 117 unchanged
FOR THE FISCAL YEAR ENDED OCTOBER 31, [removed: 2024][added: 2025]
San Ramon, [removed: California,] [added: California] 94583
As of April 30, [removed: 2024,] [added: 2025,] the last business day of registrant's most recently completed second fiscal quarter, the aggregate market value of shares of the registrant's common stock held by non-affiliates was [removed: $17.6] [added: $16.2] billion.
Number of shares outstanding of the registrant's common stock, as of [removed: November 29, 2024: 199,582,626.][added: December 1, 2025: 195,978,026.]
| Portions of the Proxy Statement for the Annual Meeting of Stockholders scheduled to be held in April [removed: 2025] [added: 2026] | | | | | | Part III | | |
| Item 1. | | | Business | | | [removed: [7](#i31c7b6c4bb194edb87796db1cc09c46f_19)] [added: [7](#i075b8cd028114bf6925e9df31ffbd079_19)] | | |
| Item 1A. | | | Risk Factors | | | [removed: [19](#i31c7b6c4bb194edb87796db1cc09c46f_22)] [added: [20](#i075b8cd028114bf6925e9df31ffbd079_22)] | | |
| Item 1B. | | | Unresolved Staff Comments | | | [removed: [39](#i31c7b6c4bb194edb87796db1cc09c46f_25)] [added: [40](#i075b8cd028114bf6925e9df31ffbd079_25)] | | |
| Item 1C. | | | Cybersecurity | | | [removed: [39](#i31c7b6c4bb194edb87796db1cc09c46f_14843406976681)] [added: [40](#i075b8cd028114bf6925e9df31ffbd079_28)] | | |
| Item 2. | | | Properties | | | [removed: [41](#i31c7b6c4bb194edb87796db1cc09c46f_28)] [added: [42](#i075b8cd028114bf6925e9df31ffbd079_31)] | | |
| Item 3. | | | Legal Proceedings | | | [removed: [42](#i31c7b6c4bb194edb87796db1cc09c46f_31)] [added: [43](#i075b8cd028114bf6925e9df31ffbd079_34)] | | |
| Item 4. | | | Mine Safety Disclosures | | | [removed: [42](#i31c7b6c4bb194edb87796db1cc09c46f_34)] [added: [43](#i075b8cd028114bf6925e9df31ffbd079_37)] | | |
| Item 5. | | | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [43](#i31c7b6c4bb194edb87796db1cc09c46f_40)] [added: [44](#i075b8cd028114bf6925e9df31ffbd079_43)] | | |
| Item 6. | | | Reserved | | | [removed: [44](#i31c7b6c4bb194edb87796db1cc09c46f_49)] [added: [45](#i075b8cd028114bf6925e9df31ffbd079_52)] | | |
| Item 7. | | | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [45](#i31c7b6c4bb194edb87796db1cc09c46f_52)] [added: [46](#i075b8cd028114bf6925e9df31ffbd079_55)] | | |
| Item 7A. | | | Quantitative and Qualitative Disclosure about Market Risk | | | [removed: [54](#i31c7b6c4bb194edb87796db1cc09c46f_67)] [added: [55](#i075b8cd028114bf6925e9df31ffbd079_70)] | | |
| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [55](#i31c7b6c4bb194edb87796db1cc09c46f_70)] [added: [56](#i075b8cd028114bf6925e9df31ffbd079_73)] | | |
| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [88](#i31c7b6c4bb194edb87796db1cc09c46f_139)] [added: [89](#i075b8cd028114bf6925e9df31ffbd079_139)] | | |
| Item 9A. | | | Controls and Procedures | | | [removed: [88](#i31c7b6c4bb194edb87796db1cc09c46f_142)] [added: [89](#i075b8cd028114bf6925e9df31ffbd079_142)] | | |
| Item 9B. | | | Other Information | | | [removed: [92](#i31c7b6c4bb194edb87796db1cc09c46f_145)] [added: [90](#i075b8cd028114bf6925e9df31ffbd079_145)] | | |
| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [92](#i31c7b6c4bb194edb87796db1cc09c46f_148)] [added: [90](#i075b8cd028114bf6925e9df31ffbd079_148)] | | |
| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [93](#i31c7b6c4bb194edb87796db1cc09c46f_154)] [added: [91](#i075b8cd028114bf6925e9df31ffbd079_154)] | | |
| Item 11. | | | Executive Compensation | | | [removed: [93](#i31c7b6c4bb194edb87796db1cc09c46f_157)] [added: [91](#i075b8cd028114bf6925e9df31ffbd079_157)] | | |
| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [93](#i31c7b6c4bb194edb87796db1cc09c46f_160)] [added: [91](#i075b8cd028114bf6925e9df31ffbd079_160)] | | |
| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [93](#i31c7b6c4bb194edb87796db1cc09c46f_163)] [added: [91](#i075b8cd028114bf6925e9df31ffbd079_163)] | | |
| Item 14. | | | Principal Accounting Fees and Services | | | [removed: [93](#i31c7b6c4bb194edb87796db1cc09c46f_166)] [added: [91](#i075b8cd028114bf6925e9df31ffbd079_166)] | | |
| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [94](#i31c7b6c4bb194edb87796db1cc09c46f_172)] [added: [92](#i075b8cd028114bf6925e9df31ffbd079_172)] | | |
| Item 16. | | | Form 10-K Summary | | | [removed: [98](#i31c7b6c4bb194edb87796db1cc09c46f_181)] [added: [96](#i075b8cd028114bf6925e9df31ffbd079_178)] | | |
Among the factors that could cause our actual results and future actions to differ materially from those described in forward-looking statements are those described in our Securities and Exchange Commission filings, including the “Business,” “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” sections in this Annual Report on Form 10-K for the fiscal year ended October 31, [removed: 2024,] [added: 2025,] as such Risk Factors may be updated in quarterly filings.
- 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 [added: the] Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the California Consumer Privacy Act (CCPA) in the U.S. and the General Data Protection Regulation (GDPR) requirements in Europe, including but not limited to those resulting from data security breaches.
for the Fiscal Year Ended October 31, 2025
- The actual imposition or threats of tariffs, customs duties and fees by the U.S. government and other nations in response and other retaliatory actions, such as trade protection measures, import or export licensing requirements, new or different customs duties, trade embargoes and sanctions and other trade barriers, as well as the impact of the Company’s efforts to mitigate the effects of such tariffs or similar measures.
The number of shares outstanding as of November 29, 2024, reflects the four-for-one stock split of the registrant’s common stock that was effected on February 16, 2024.
Item 1C. Cybersecurity.
2 rewritten, 0 added, 0 removed, 28 unchanged
Our cybersecurity program is led by our CIO, who has over [removed: 30] [added: 25] years of experience in information technology.
Our Enterprise Risk Leadership Team, including our [removed: Executive Vice President &] Chief Operating [removed: Officer, the Chief Financial] Officer [removed: and the] [added: &] General Counsel, [added: and the Chief Financial Officer,] is responsible for assessing and managing our material enterprise risks, including risks from cybersecurity threats.
Item 2. Properties.
16 rewritten, 2 added, 3 removed, 17 unchanged
The following is a summary of Cooper's principal facilities as of October 31, [removed: 2024.][added: 2025.]
We generally lease our office and operations facilities but own several manufacturing and research and development facilities, including [removed: 303,872] [added: 332,172] square feet in the United Kingdom, 347,329 square feet in Costa Rica, 115,000 square feet in Puerto Rico, [removed: 493,833] [added: 512,854] square feet in New York, 80,000 square feet in Arizona and 34,453 square feet in Texas.
| California | | | [removed: 158,626] [added: 119,433] | | | | | | Executive offices; CooperVision [removed: manufacturing, research & development] [added: manufacturing] and administrative offices; CooperSurgical research & development and administrative offices | | |
| New York | | | [removed: 132,313] [added: 137,813] | | | | | | CooperVision distribution and administrative offices; CooperSurgical administrative offices | | |
| New Jersey | | | 37,700 | | | | | | CooperSurgical research [removed: and] [added: &] development, distribution and administrative offices | | |
| Connecticut | | | [removed: 271,537] [added: 267,737] | | | | | | CooperSurgical manufacturing, distribution and administrative offices | | |
| Arizona | | | [removed: 45,000] [added: 90,000] | | | | | | CooperVision manufacturing | | |
| Puerto Rico | | | [removed: 617,650] [added: 682,650] | | | | | | CooperVision manufacturing, [removed: research] [added: distribution] and [added: research &] development [removed: and distribution] | | |
| Canada | | | [removed: 58,966] [added: 40,973] | | | | | | CooperVision manufacturing and administrative office; CooperSurgical [added: distribution,] research & [removed: development, distribution] [added: development] and administrative offices | | |
| [removed: Brazil] [added: China] | | | [removed: 22,048] [added: 50,663] | | | | | | CooperVision [added: administrative office,] distribution and [added: apartment; CooperSurgical] administrative office | | |
| Other Americas | | | [removed: 51,658] [added: 89,576] | | | | | | CooperVision [removed: distribution] [added: distribution, marketing] and administrative offices; CooperSurgical [removed: research & development,] [added: manufacturing,] distribution and administrative offices | | |
| United Kingdom | | | [removed: 364,938] [added: 352,964] | | | | | | CooperVision manufacturing, distribution, research & development and administrative offices; CooperSurgical [added: distribution,] research & [removed: development,] [added: development and] administrative offices | | |
| [removed: Netherlands] [added: Japan] | | | [removed: 279,287] [added: 120,669] | | | | | | CooperVision [added: distribution, marketing,] administrative [removed: offices;] [added: offices and apartment;] CooperSurgical [added: marketing and] research & development [removed: and distribution] | | |
| Other EMEA | | | [removed: 169,849] [added: 180,686] | | | | | | CooperVision distribution and administrative [removed: offices;] [added: office;] CooperSurgical administrative [removed: offices] [added: office and distribution] | | |
| Australia | | | [removed: 40,139] [added: 55,557] | | | | | | CooperVision [removed: marketing] [added: distribution] and [removed: distribution;] [added: marketing;] CooperSurgical [added: distribution and] research & development [removed: and distribution] | | |
| Other Asia Pacific | | | [removed: 67,041] [added: 65,053] | | | | | | CooperVision distribution, marketing and administrative [removed: offices;] [added: office;] CooperSurgical [removed: marketing and] administrative office | | |
| Belgium | | | 248,341 | | | | | | CooperVision distribution; CooperSurgical administrative office | | |
| Netherlands | | | 282,515 | | | | | | CooperVision administrative offices; CooperSurgical distribution | | |
| Belgium | | | 259,445 | | | | | | CooperVision distribution | | |
| Japan | | | 110,359 | | | | | | CooperVision distribution, administrative offices; CooperSurgical laboratory/research & development | | |
| China | | | 50,663 | | | | | | CooperVision distribution, and administrative office | | |
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
9 rewritten, 12 added, 7 removed, 21 unchanged
Our common stock, par value $0.10 per share, is traded on the Nasdaq under the symbol “COO.” As of [removed: November 29, 2024,] [added: December 1, 2025,] there were [removed: 133] [added: 141] common stockholders of record.
The following graph compares the cumulative total return on our common stock with the cumulative total return of the Standard & Poor 500 and the Standard & Poor's Health Care Equipment Index for the five-year period ended October 31, [removed: 2024.][added: 2025.]
The graph assumes that the value of the investment in Cooper and in each index was $100 on October 31, [removed: 2019,] [added: 2020,] and assumes that all dividends were reinvested.
[removed: ][added: ]
*$100 invested on October 31, [removed: 2019,] [added: 2020,] in stock or index, including reinvestment of dividends.
Copyright© [removed: 2024] [added: 2025] Standard & Poor's, a division of S&P Global.
The following table sets forth certain information as of October 31, [removed: 2024,] [added: 2025,] concerning the shares of our Common Stock that may be issued under any form of award granted under our equity compensation plans in effect as of October 31, [removed: 2024:][added: 2025:]
(1) Includes (i) [removed: 1,298,723] [added: 1,211,579] shares subject to outstanding Restricted Stock Units (RSU), (ii) [removed: 649,488] [added: 744,980] shares subject to outstanding Performance Share Units (PSU), calculated at the maximum potential payout and (iii) [removed: 3,292,468] [added: 3,487,729] shares subject to outstanding options.
(3) Includes (i) [removed: 4,852,018] [added: 4,315,716] shares available for issuance under the 2023 Plan, (ii) [removed: 3,580,869] [added: 3,499,807] shares available for issuance under the 2019 ESPP and (iii) [removed: 90,157] [added: 66,843] shares available for issuance under the 2020 Long Term Incentive Plan for Non-Employee Directors.
In September 2025, the authorization under the 2012 Share Repurchase Program was increased to $2.0 billion by the Company's Board of Directors.
As of October 31, 2025, $966.4 million remains authorized for repurchase.
The following table provides information about the shares repurchased by the Company for the three months ended October 31, 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Period | | | | | | Total number of shares purchased (in thousands) | | | | | | Average price paid per share | | | | | | Total number of shares purchased as part of publicly announced plan (in thousands) | | | | | | Approximate dollar value of shares that may yet be purchased under the plan (in millions) | | |
| August 1, 2025 to August 31, 2025 | | | | | | 399.4 | | | | | | $ | 65.68 | | | | | 399.4 | | | | | | $ | 137.4 | |
| September 1, 2025 to September 30, 2025 | | | | | | 2,006.2 | | | | | | $ | 67.08 | | | | | 2,006.2 | | | | | | $ | 1,002.8 | |
| October 1, 2025 to October 31, 2025 | | | | | | 517.9 | | | | | | $ | 70.40 | | | | | 517.9 | | | | | | $ | 966.4 | |
| Total | | | | | | 2,923.5 | | | | | | $ | 67.48 | | | | | 2,923.5 | | | | | | | | |
| Equity compensation plans approved by shareholders | | | 5,444,288 | | | | | | $77.54 | | | | | | 7,882,366 | | |
| Total | | | 5,444,288 | | | | | | $77.54 | | | | | | 7,882,366 | | |
We paid dividends of approximately $3.0 million in fiscal 2023.
There was no share repurchase activity during the three-month period ended October 31, 2024.
| Equity compensation plans approved by shareholders | | | 5,240,679 | | | | | | $75.25 | | | | | | 8,523,044 | | |
| Total | | | 5,240,679 | | | | | | $75.25 | | | | | | 8,523,044 | | |
Above table has been adjusted to reflect the four-for-one stock split effected on February 16, 2024.
Refer to Note 1.
Organization and Significant Accounting Policies for further information
Item 8. Financial Statements and Supplementary Data.
355 rewritten, 140 added, 105 removed, 739 unchanged
We have audited the accompanying consolidated balance sheets of The Cooper Companies, Inc. and subsidiaries (the Company) as of October 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended October 31, [removed: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements).
In our opinion, the consolidated financial statements [added: referred to above] present fairly, in all material respects, the financial position of the Company as of October 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended October 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.
We also have [removed: audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),] [added: audited] the Company’s internal control over financial reporting as of October 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission, and our report dated December 6, 2024 expressed an adverse opinion on the effectiveness of the Company's internal control over financial reporting.][added: Commission.]
*Basis for [removed: Opinion*][added: Opinions*]
Our responsibility is to express an opinion on [removed: these] [added: the Company's] consolidated financial statements [added: and an opinion on the Company’s internal control over financial reporting] based on our audits.
We are a public accounting firm registered with the [removed: PCAOB] [added: Public Company Accounting Oversight Board (United States) (PCAOB)] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Those standards require that we plan and perform the [removed: audit] [added: audits] to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or [removed: fraud.][added: fraud, and whether effective internal control over financial reporting was maintained in all material respects.]
Our audits [added: of the consolidated financial statements] included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
We believe that our audits provide a reasonable basis for our [removed: opinion.][added: opinions.]
As discussed in Notes 1 and 12 to the consolidated financial statements and disclosed in the consolidated balance sheet and consolidated statement of income, the Company recorded [removed: $802.7] [added: $846.0] million in inventories and [removed: $3,895.4] [added: $4,092.4] million in net sales as of and for the year ended October 31, [removed: 2024,] [added: 2025,] respectively.
We [added: 1)] assessed recorded net sales [removed: for each location where procedures were performed] by selecting a sample of net sales transactions and comparing the amount recognized to underlying documentation, such as contracts with customers and shipping [removed: documentation.][added: documentation and 2) performed software-assisted data analyses to test the relationships among certain sales transactions.]
| Years Ended October 31,(In millions, except for earnings per share) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Net sales | | | $ | [removed: 3,895.4] [added: 4,092.4] | | | | | $ | [removed: 3,593.2] [added: 3,895.4] | | | | | $ | [removed: 3,308.4] [added: 3,593.2] | |
| Cost of sales | | | [removed: 1,299.7] [added: 1,410.3] | | | | | | [removed: 1,235.3] [added: 1,299.7] | | | | | | [removed: 1,168.8] [added: 1,235.3] | | |
| Gross profit | | | [removed: 2,595.7] [added: 2,682.1] | | | | | | [removed: 2,357.9] [added: 2,595.7] | | | | | | [removed: 2,139.6] [added: 2,357.9] | | |
| Selling, general and administrative expense | | | [removed: 1,533.7] [added: 1,627.8] | | | | | | [removed: 1,501.2] [added: 1,533.7] | | | | | | [removed: 1,342.2] [added: 1,501.2] | | |
| Research and development expense | | | [removed: 155.1] [added: 172.2] | | | | | | [removed: 137.4] [added: 155.1] | | | | | | [removed: 110.3] [added: 137.4] | | |
| Amortization of intangibles | | | [removed: 201.2] [added: 199.2] | | | | | | [removed: 186.2] [added: 201.2] | | | | | | [removed: 179.5] [added: 186.2] | | |
| Operating income | | | [removed: 705.7] [added: 682.9] | | | | | | [removed: 533.1] [added: 705.7] | | | | | | [removed: 507.6] [added: 533.1] | | |
| Interest expense | | | [removed: 114.3] [added: 100.0] | | | | | | [removed: 105.3] [added: 114.3] | | | | | | [removed: 57.3] [added: 105.3] | | |
| Other expense [removed: (income)] | | | [removed: 9.1] [added: 16.4] | | | | | | [removed: 14.9] [added: 9.1] | | | | | | [removed: (25.0)] [added: 14.9] | | |
| Income before income taxes | | | [removed: 582.3] [added: 566.5] | | | | | | [removed: 412.9] [added: 582.3] | | | | | | [removed: 475.3] [added: 412.9] | | |
| Provision for income taxes (Note 6) | | | [removed: 190.0] [added: 191.6] | | | | | | [removed: 118.7] [added: 190.0] | | | | | | [removed: 89.5] [added: 118.7] | | |
| Net income | | | $ | [removed: 392.3] [added: 374.9] | | | | | $ | [removed: 294.2] [added: 392.3] | | | | | $ | [removed: 385.8] [added: 294.2] | |
| Basic | | | $ | [removed: 1.97] [added: 1.88] | | | | | $ | [removed: 1.49] [added: 1.97] | | | | | $ | [removed: 1.95] [added: 1.49] | |
| Diluted | | | $ | [removed: 1.96] [added: 1.87] | | | | | $ | [removed: 1.48] [added: 1.96] | | | | | $ | [removed: 1.94] [added: 1.48] | |
| Basic | | | [removed: 198.9] [added: 199.1] | | | | | | [removed: 197.9] [added: 198.9] | | | | | | [removed: 197.4] [added: 197.9] | | |
| Diluted | | | [removed: 200.4] [added: 200.0] | | | | | | [removed: 199.3] [added: 200.4] | | | | | | [removed: 198.8] [added: 199.3] | | |
| Years Ended October 31,(In millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Cash flow hedges, net of tax of [removed: $13.4, $(2.4)] [added: $8.6, $13.4] and [removed: $26.1,] [added: $(2.4),] respectively | | | [removed: (42.5)] [added: (26.9)] | | | | | | [removed: (7.0)] [added: (42.5)] | | | | | | [removed: 81.3] [added: (7.0)] | | |
| Change in minimum pension liability, net of tax of [removed: $0.5, $1.0] [added: $(1.9), $0.5] and [removed: $8.7,] [added: $1.0,] respectively | | | [removed: (1.7)] [added: 6.6] | | | | | | [removed: 3.0] [added: (1.7)] | | | | | | [removed: 27.9] [added: 3.0] | | |
| Foreign currency translation adjustment | | | [removed: 76.3] [added: 35.5] | | | | | | [removed: 17.0] [added: 76.3] | | | | | | [removed: (234.7)] [added: 17.0] | | |
| Other comprehensive income (loss) | | | [removed: 32.1] [added: 15.2] | | | | | | [removed: 13.0] [added: 32.1] | | | | | | [removed: (125.5)] [added: 13.0] | | |
| Comprehensive income | | | $ | [removed: 424.4] [added: 390.1] | | | | | $ | [removed: 307.2] [added: 424.4] | | | | | $ | [removed: 260.3] [added: 307.2] | |
| October 31,(In millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |
| Cash and cash equivalents | | | $ | [added: 110.6 | | | | | $ |] 107.6 | | | | | $ | 120.8 | |
| Trade accounts receivable, net of allowance for credit losses of [removed: $43.5] [added: $51.9] at October 31, [removed: 2024] [added: 2025] and [removed: $31.3] [added: $43.5] at October 31, [removed: 2023] [added: 2024] | | | [removed: 717.0] [added: 829.0] | | | | | | [removed: 609.7] [added: 717.0] | | |
| Inventories (Note 1) | | | [removed: 802.7] [added: 846.0] | | | | | | [removed: 735.6] [added: 802.7] | | |
| Prepaid expense and other current assets | | | [removed: 324.2] [added: 320.8] | | | | | | [removed: 238.8] [added: 324.2] | | |
| Total current assets | | | [removed: 1,951.5] [added: 2,106.4] | | | | | | [removed: 1,704.9] [added: 1,951.5] | | |
*Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting*
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
Our audits also included performing such other procedures as we considered necessary in the circumstances.
*Definition and Limitations of Internal Control Over Financial Reporting*
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
December 5, 2025
| Net income | | | $ | 374.9 | | | | | $ | 392.3 | | | | | $ | 294.2 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Stock repurchase | | | (4.1) | | | | | | — | | | | | | 4.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (292.5) | | | | | | — | | | | | | (292.5) | | |
| Balance at October 31, 2025* | | | 195.9 | | | | | | $ | 20.0 | | | | | 21.7 | | | | | | $ | 1.8 | | | | | $ | 1,975.5 | | | | | $ | (406.5) | | | | | $ | 7,643.3 | | | | | $ | (995.2) | | | | | $ | 0.2 | | | | | $ | 8,239.1 | |
| Net income | | | $ | 374.9 | | | | | $ | 392.3 | | | | | $ | 294.2 | |
| Acquisition installment payment | | | (47.1) | | | | | | — | | | | | | — | | |
Adjustments to deferred tax assets and liabilities due to changes in tax laws, changes in jurisdiction from intra-entity
| | | | $ | 846.0 | | | | | $ | 802.7 | |
| October 31,(In millions) | | | 2025 | | | | | | 2024 | | |
| | | | $ | 2,082.0 | | | | | $ | 1,863.4 | |
The government assistance is recorded as a reduction to the underlying asset or related expense.
Recently Adopted Accounting Standards
The standard was applied retrospectively to all periods presented in the financial statements.
As this accounting standard only impacts disclosures, it did not have a material impact on the Company’s Consolidated Financial Statements.
See Note 12.
Business Segment Information for the required disclosures.
In September 2025, the Financial Accounting Standards Board (FASB) issued ASU 2025-07, *Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606)*, which clarifies the application of derivative accounting to certain contract.
This update introduces a scope exception for contracts that are not exchange-traded and whose underlying is tied to operations or activities specific to one of the parties to the contract.
It also clarifies the guidance for share-based noncash consideration from a customer, which is not applicable to us.
This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted and the option to apply on a prospective or modified retrospective basis.
In September 2025, the FASB issued ASU 2025-06, *Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)*, which removes references to sequential project stages and requires capitalization of software costs begins when: (1) management has authorized and committed to funding the software project, and (2) it is probable the project will be completed and the software will be used to perform the function intended.
This ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period.
The update permits either a prospective, modified prospective, or retrospective adoption approach.
In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-05, *Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets*, which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets.
The practical expedient assumes that current conditions as of the balance sheet does not change for the remaining life of the asset.
This ASU should be applied prospectively for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted.
We are currently evaluating the impact that the adoption of this guidance will have on our consolidated financial statements and disclosures.
We are currently evaluating the impact that the adoption of this guidance will have on our consolidated financial statements and disclosures.
| October 31, (In millions) | | | | | | 2025 | | | | | | 2024 | | | | | | | | |
*Opinion on the Consolidated Financial Statements*
These consolidated financial statements are the responsibility of the Company's management.
December 6, 2024
| Balance at October 31, 2021* | | | 197.2 | | | | | | $ | 19.7 | | | | | 17.6 | | | | | | $ | 1.8 | | | | | $ | 1,699.1 | | | | | $ | (341.3) | | | | | $ | 6,202.1 | | | | | $ | (639.6) | | | | | $ | 0.2 | | | | | $ | 6,942.0 | |
| Treasury stock repurchase | | | (0.2) | | | | | | — | | | | | | 0.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (78.5) | | | | | | — | | | | | | (78.5) | | |
| Settlement of contingent consideration | | | — | | | | | | — | | | | | | (52.3) | | |
| Proceeds from sale of interest in a subsidiary | | | — | | | | | | — | | | | | | 52.1 | | |
| Dividends on common stock | | | — | | | | | | (3.0) | | | | | | (3.0) | | |
| Settlement of contingent consideration | | | — | | | | | | — | | | | | | (2.9) | | |
| Cash held for sale | | | — | | | | | | — | | | | | | — | | |
A tax benefit
| | | | $ | 802.7 | | | | | $ | 735.6 | |
| | | | $ | 1,863.4 | | | | | $ | 1,632.6 | |
For the fiscal year ending October 31, 2024, government assistance of $32.5 million was recorded primarily as a reduction to the cost basis of property, plant, and equipment or reduction to the related expense.
Government assistance in prior fiscal years was immaterial.
statement.
Early adoption is permitted.
The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, which means it will be effective from our fiscal year ended October 31, 2025, and interim periods within fiscal years beginning from November 01, 2025, and will be applied retrospectively.
| 2025 | | | | | | 48.6 | | |
| 2026 | | | | | | 42.2 | | |
| 2027 | | | | | | 37.8 | | |
| 2028 | | | | | | 33.0 | | |
| 2029 | | | | | | 28.5 | | |
| Thereafter | | | | | | 148.1 | | |
The Company is in the process of finalizing purchase accounting information.
| Balance at October 31, 2023 | | | $ | 1,747.6 | | | | | $ | 1,876.9 | | | | | $ | 3,624.5 | |
| Net additions | | | — | | | | | | 157.8 | | | | | | 157.8 | | |
| | | | 3,190.6 | | | | | | $ | 1,401.4 | | | | | 2,916.1 | | | | | | $ | 1,215.1 | | | | | 16 | | |
| 2025 | | | $ | 197.7 | |
| 2026 | | | 190.1 | | |
| 2027 | | | 175.8 | | |
| 2028 | | | 171.3 | | |
| 2029 | | | 167.2 | | |
| Thereafter | | | 887.1 | | |
| | | | 71.1 | | | | | | 74.0 | | | | | | 35.7 | | |
| | | | 118.9 | | | | | | 44.7 | | | | | | 53.9 | | |
| Other, net | | | (2.3) | | | | | | (2.7) | | | | | | 1.2 | | |
The Company has revised the presentation of the components of deferred tax assets and liabilities to disclose the amounts by type of asset or liability.
The amounts for fiscal 2023 were revised to reflect the presentation for fiscal 2024.
The revised table has no impact on the affected financial statement line items for the years affected or on any other tables.
An excerpt. Shown here: 40 of 355 rewritten, 40 of 140 added and 40 of 105 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2025 filing and the FY2024 filing.
Item 9A. Controls and Procedures.
7 rewritten, 3 added, 40 removed, 16 unchanged
The Company's Chief Executive Officer and Chief Financial Officer based upon their evaluation as of October 31, [removed: 2024,] [added: 2025,] the end of the fiscal period covered in this report, concluded that the Company's disclosure controls and procedures were [removed: not] effective at the reasonable assurance [removed: level due to the material weakness described below.][added: level.]
Management assessed the effectiveness of the Company's internal control over financial reporting as of October 31, [removed: 2024,] [added: 2025,] based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in *Internal Control - Integrated Framework (2013)*.
[removed: Based on this assessment, management, with participation] [added: As disclosed in Part II - Item 9A] of the Company's [removed: Chief Executive Officer and Chief Financial Officer, and under the oversight of the Board of Directors, concluded that] [added: Annual Report on Form 10-K for] the [removed: Company's] [added: year ended October 31, 2024, management identified material weaknesses in] internal control over financial reporting [removed: was not effective as of October 31, 2024 due] [added: related] to [removed: a material weakness in] information technology (IT) general controls for the U.S. operations within the CooperSurgical segment, [removed: related to] [added: associated with] the implementation and maintenance of certain enterprise resource planning systems (ERP) during fiscal year 2024.
The Company's independent registered public accounting firm, KPMG LLP, [removed: who] [added: has] audited the [removed: consolidated financial statements included in this Annual Report on Form 10-K, issued an adverse opinion on the] effectiveness of the Company's internal control over financial reporting as of October 31, [removed: 2024,] [added: 2025,] as stated in their report in Part II, Item [removed: 9A] [added: 8] of this Annual Report on Form 10-K.
[removed: In response to the material weakness,] [added: During fiscal year 2025,] management, with oversight of the Audit Committee of the Board of Directors, [removed: has begun to implement] [added: implemented] steps to remediate the material weakness.
Our internal control remediation efforts [removed: include] [added: included] the following:
Except [removed: for the system implementation and the identification of the material weakness described] [added: as set forth] above, there have been no changes in our internal control over financial reporting during the quarter ended October 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Based on this assessment, management, with participation of the Company's Chief Executive Officer and Chief Financial Officer, and under the oversight of the Board of Directors, concluded that the Company's internal control over financial reporting was effective as of October 31, 2025.
During the quarter ended October 31, 2025, we completed our testing of the design and operating effectiveness of the implemented controls and found them to be effective.
As a result, we have concluded the material weakness has been remediated as of October 31, 2025.
In light of this material weakness, management performed additional analyses and other procedures.
As a result of these additional procedures, the Company believes that the consolidated financial statements and related financial information included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented, in conformity with U.S. generally accepted accounting principles..
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Although these control deficiencies did not result in any material misstatement of our consolidated financial statements for the periods presented, there is a possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Accordingly, management has concluded that these control deficiencies constitute a material weakness.
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Management’s Plan for Remediation
We are committed to ensuring that our internal control over financial reporting are designed and operating effectively.
Management believes the efforts taken to date and the planned remediation will improve the effectiveness of our internal control over financial reporting.
While these remediation efforts are ongoing, the controls must be operating effectively for a sufficient period of time and be tested by management in order to consider them remediated and conclude that the design is effective to address the risks of material misstatement.
During the year ended October 31, 2024, the implementation of a new ERP system at our primary U.S. operations of the Cooper Surgical segment impacted our internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors
The Cooper Companies, Inc.:
*Opinion on Internal Control Over Financial Reporting*
We have audited The Cooper Companies, Inc. and subsidiaries' (the Company) internal control over financial reporting as of October 31, 2024, based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, because of the effect of the material weakness, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of October 31, 2024, based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of October 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended October 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated December 6, 2024 expressed an unqualified opinion on those consolidated financial statements.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
A material weakness resulting from control deficiencies in information technology general controls related to the implementation and maintenance of certain enterprise resource planning systems for the U.S. operations within the CooperSurgical segment has been identified and included in management’s assessment.
The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.
*Basis for Opinion*
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
Our audit also included performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
*Definition and Limitations of Internal Control Over Financial Reporting*
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
*Disclaimer on Additional Information in Management’s Report*
We do not express an opinion or any other form of assurance on management’s statements, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting, referring to management’s plan for remediation taken after October 31, 2024, relative to the aforementioned material weakness in internal control over financial reporting.
/s/ KPMG LLP
San Francisco, California
December 6, 2024
Item 9B. Other Information.
1 rewritten, 0 added, 0 removed, 0 unchanged
During the three months ended October 31, [removed: 2024,] [added: 2025,] no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
Item 10. Directors, Executive Officers and Corporate Governance.
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is incorporated by reference to the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders (the [removed: 2025] [added: 2026] Proxy Statement).
Item 11. Executive Compensation.
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is incorporated by reference to the [removed: 2025] [added: 2026] Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
1 rewritten, 0 added, 0 removed, 2 unchanged
Additional information required by this item is incorporated by reference to the [removed: 2025] [added: 2026] Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is incorporated by reference to the [removed: 2025] [added: 2026] Proxy Statement.
Item 14. Principal Accounting Fees and Services.
1 rewritten, 0 added, 0 removed, 2 unchanged
The information required by this item is incorporated by reference to the [removed: 2025] [added: 2026] Proxy Statement.
Item 15. Exhibits and Financial Statement Schedules.
16 rewritten, 1 added, 1 removed, 61 unchanged
Statements of Income for the years ended October 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
Statements of Comprehensive Income for the years ended October 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
Balance Sheets as of October 31, [removed: 2024,] [added: 2025,] and [removed: 2023][added: 2024]
Statements of Stockholders' Equity for the years ended October 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
Statements of Cash Flows for the years ended October 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
| 3.2 | | | [Amendment to Second Restated Certificate of Incorporation](https://www.sec.gov/Archives/edgar/data/711404/000071140424000010/coo-charteramendmentstocks.htm) | | | 10-Q | | | 3.1 | | | [removed: 03/01/2024] [added: 3/1/2024] | | |
| 3.3 | | | [removed: [A](https://www.sec.gov/Archives/edgar/data/711404/000071140424000065/a3-cooxex31xamendedandrest.htm)[m](https://www.sec.gov/Archives/edgar/data/711404/000071140424000065/a3-cooxex31xamendedandrest.htm)[ended] [added: [Amended] and Restated [removed: By-Laws](https://www.sec.gov/Archives/edgar/data/711404/000071140424000065/a3-cooxex31xamendedandrest.htm)[,](https://www.sec.gov/Archives/edgar/data/711404/000071140424000065/a3-cooxex31xamendedandrest.htm) [The](https://www.sec.gov/Archives/edgar/data/711404/000071140424000065/a3-cooxex31xamendedandrest.htm) [Cooper] [added: By-Laws, The Cooper] Companies, Inc, dated October 22, 2024](https://www.sec.gov/Archives/edgar/data/711404/000071140424000065/a3-cooxex31xamendedandrest.htm) | | | 8-K | | | 3.1 | | | 10/25/2024 | | |
| 10.12# | | | [Form of Restricted Stock Unit Agreement pursuant to the 2020 Long Term Incentive Plan for Non-Employee Directors of The Cooper Companies, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/711404/000071140424000074/coo-ex1012_20241031x10k.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/711404/000119312519315153/d844723dex101.htm)] | | | 10-K | | | 10.12 | | | 10/31/2024 | | |
| 10.30# | | | [removed: [Executive](https://www.sec.gov/ix?doc=/Archives/edgar/data/711404/000071140424000043/coo-ex101_2024x04x30x10q.htm) [Employment] [added: [Executive Employment] Agreement by [removed: and](https://www.sec.gov/ix?doc=/Archives/edgar/data/711404/000071140424000043/coo-ex101_2024x04x30x10q.htm) [between] [added: and between] The Cooper [removed: Companies,](https://www.sec.gov/ix?doc=/Archives/edgar/data/711404/000071140424000043/coo-ex101_2024x04x30x10q.htm) [In](https://www.sec.gov/ix?doc=/Archives/edgar/data/711404/000071140424000043/coo-ex101_2024x04x30x10q.htm)[c.] [added: Companies, Inc.] and Gerard Warner, effective as of March 19, 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/711404/000071140424000043/coo-ex101_2024x04x30x10q.htm) | | | 10-Q | | | 10.1 | | | 4/30/2024 | | |
| [removed: 19] [added: 19.1] | | | [removed: [Stock] [added: [Insider] Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/711404/000071140423000072/coo-ex19_20231031x10k.htm)] [added: Compliance Policy](https://www.sec.gov/Archives/edgar/data/711404/000162828025055615/coo-ex191_20251030x10k.htm)] | | | [removed: 10-K] | | | [removed: 19] | | | [removed: 10/31/2023] | | |
| 21 | | | [removed: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/711404/000071140424000074/coo-ex21_20241031x10k.htm)] [added: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/711404/000162828025055615/coo-ex21_20251031x10k.htm)] | | | | | | | | | | | |
| 23 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/711404/000071140424000074/coo-ex23_20241031x10k.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/711404/000162828025055615/coo-ex23_20251031x10k.htm)] | | | | | | | | | | | |
| 31.1 | | | [Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/711404/000071140424000074/coo-ex311_20241031x10k.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/711404/000162828025055615/coo-ex311_20251031x10k.htm)] | | | | | | | | | | | |
| 31.2 | | | [Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/711404/000071140424000074/coo-ex312_20241031x10k.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/711404/000162828025055615/coo-ex312_20251031x10k.htm)] | | | | | | | | | | | |
| 32.1* | | | [Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section [removed: 1350](https://www.sec.gov/Archives/edgar/data/711404/000071140424000074/coo-ex321_20241031x10k.htm)] [added: 1350](https://www.sec.gov/Archives/edgar/data/711404/000162828025055615/coo-ex321_20251031x10k.htm)] | | | | | | | | | | | |
| 32.2* | | | [Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section [removed: 1350](https://www.sec.gov/Archives/edgar/data/711404/000071140424000074/coo-ex322_20241031x10k.htm)] [added: 1350](https://www.sec.gov/Archives/edgar/data/711404/000162828025055615/coo-ex322_20251031x10k.htm)] | | | | | | | | | | | |
| 3.4 | | | [Amendment to Second Restated Certificate of Incorporation](https://www.sec.gov/Archives/edgar/data/711404/000071140425000040/coo-ex31_2025x04x30x10q.htm) | | | 10-Q | | | 3.1 | | | 5/30/2025 | | |
| 10.33# | | | [Executive Employment Agreement by and between The Cooper Companies, Inc. and Gerard Warner, effective as of March 19, 2024](https://www.sec.gov/Archives/edgar/data/711404/000071140424000043/coo-ex101_2024x04x30x10q.htm) | | | 8-K | | | 10.1 | | | 4//30/2024 | | |
Item 16. Form 10-K Summary.
13 rewritten, 3 added, 2 removed, 29 unchanged
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December [removed: 6, 2024.][added: 5, 2025.]
Andrews, and [removed: Nicholas S.][added: Daniel G.]
[removed: Khadder,] [added: McBride,] and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.
| /s/ ALBERT G. WHITE, III | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | December [removed: 6, 2024] [added: 5, 2025] | | |
| /s/ ROBERT S. WEISS | | | | | | Chairman of the Board | | | | | | December [removed: 6, 2024] [added: 5, 2025] | | |
| /s/ BRIAN G. ANDREWS | | | | | | Executive Vice President, Chief Financial Officer and Treasurer | | | | | | December [removed: 6, 2024] [added: 5, 2025] | | |
| /s/ AGOSTINO RICUPATI | | | | | | Senior Vice President and Chief Accounting Officer | | | | | | December [removed: 6, 2024] [added: 5, 2025] | | |
| /s/ COLLEEN E. JAY | | | | | | Director | | | | | | December [removed: 6, 2024] [added: 5, 2025] | | |
| /s/ CYNTHIA L. LUCCHESE | | | | | | Director | | | | | | December [removed: 6, 2024] [added: 5, 2025] | | |
| /s/ LAWRENCE KURZIUS | | | | | | Director | | | | | | December [removed: 6, 2024] [added: 5, 2025] | | |
| /s/ MARIA RIVAS M.D. | | | | | | Director | | | | | | December [removed: 6, 2024] [added: 5, 2025] | | |
| /s/ TERESA S. MADDEN | | | | | | Director | | | | | | December [removed: 6, 2024] [added: 5, 2025] | | |
| BOARD OF DIRECTORS Weiss, Robert S. Chairman of the Board [added: Carbone, Barbara Director] Jay, Colleen E. Director [removed: Kozy, William A. Director] Kurzius, Lawrence Director Lucchese, Cynthia L. Director Madden, Teresa S. Director Rivas, Maria, M.D. Global Chief Medical Officer for Specialty and Primary Care and Head, Evidence Generation, Pfizer, Inc. White, Albert G., III President & Chief Executive Officer COMMITTEES OF THE BOARD Audit Committee Madden, Teresa S. (Chairman) [removed: Kurzius, Lawrence Lucchese, Cynthia L.] [added: Carbone, Barbara] Rivas, Maria, M.D. Corporate Governance and Nominating Committee Lucchese, Cynthia L. (Chairman) [removed: Jay, Collen E. Kozy, William A.] [added: Kurzius, Lawrence] Rivas, Maria, M.D. Organization and Compensation Committee Jay, Colleen E. (Chairman) [removed: Kozy, William A.] Kurzius, Lawrence [removed: Madden, Teresa S.] [added: Lucchese, Cynthia L] | | | | | | EXECUTIVE OFFICERS White, Albert G., III President and Chief Executive Officer McBride, Daniel G. Executive Vice [removed: President and] [added: President,] Chief Operating [removed: Officer] [added: Officer, General Counsel and Corporate Secretary] Andrews, Brian G. Executive Vice President, Chief Financial Officer and Treasurer Ricupati, Agostino Senior Vice President and Chief Accounting Officer [removed: Khadder, Nicholas S. Vice President, General Counsel and Corporate Secretary] Sheffield, Holly R. President of CooperSurgical, Inc. Warner, Gerard H., III President of CooperVision, Inc. PRINCIPAL SUBSIDIARIES CooperVision, Inc. 6101 Bollinger Canyon Road Suite 500 San Ramon, CA 94583 925-460-3600 www.coopervision.com CooperSurgical, Inc. 75 Corporate Drive Trumbull, CT 06611 203-601-5200 www.coopersurgical.com CORPORATE OFFICES The Cooper Companies, Inc. 6101 Bollinger Canyon Road Suite 500 San Ramon, CA 94583 925-460-3600 www.coopercos.com | | | | | | INVESTOR INFORMATION Recent news releases, the annual report on Securities and Exchange Commission Form 10-K, information about the Company's corporate governance program, recent investor presentations, replays of quarterly conference calls and historical stock quotes are available on our [removed: Web site] [added: website] at www.coopercos.com. INVESTOR RELATIONS CONTACT *Kim Duncan* Vice President, Investor Relations and Risk Management 6101 Bollinger Canyon Road Suite 500 San Ramon, CA 94583 Voice: 925-460-3663 E-mail: ir@cooperco.com ANNUAL MEETING The Cooper Companies will hold its Annual Stockholders' Meeting in April [removed: 2025.] [added: 2026.] TRANSFER AGENT Equiniti Trust LLC 48 Wall Street, Floor 23 New York, NY 10005 800-937-5449 TRADEMARKS CooperVision, CooperSurgical, and other trade names, trademarks or service marks of CooperCompanies and its subsidiaries appearing in this report are the property of CooperCompanies and its subsidiaries. Trade names, trademarks and service marks of the other companies appearing in this report are the property of their respective holders. INDEPENDENT AUDITORS KPMG LLP STOCK EXCHANGE LISTING Nasdaq Global Select Market Ticker Symbol “COO” | | |
| /s/ BARBARA CARBONE | | | | | | Director | | | | | | December 5, 2025 | | |
| (Barbara Carbone) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ WILLIAM A. KOZY | | | | | | Vice Chairman of the Board and Lead Director | | | | | | December 6, 2024 | | |
| (William A. Kozy) | | | | | | | | | | | | | | |