filings.toolsCooper Companies 10-Q 2025-01-31
Filed 2025-03-07. 8 sections, 108K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________
FORM 10-Q
_____________________________________________________________
| ☒ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended January 31, 2025
| ☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number 1-8597
_____________________________________________________________
The Cooper Companies, Inc.
(Exact name of registrant as specified in its charter)
_____________________________________________________________
| Delaware | 94-2657368 | ||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
6101 Bollinger Canyon Road, Suite 500,
San Ramon, California 94583
(Address of principal executive offices) (Zip Code)
(925) 460-3600
(Registrant’s telephone number, including area code)
_____________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Common Stock, $0.10 par value | COO | Nasdaq Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ☐ No ☒
On March 3, 2025, 199,981,183 shares of Common Stock, $0.10 par value, were outstanding.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Income and Comprehensive Income
Periods Ended January 31,
(In millions, except for earnings per share)
(Unaudited)
| Three Months | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Net sales | $ | 964.7 | $ | 931.6 | |||||||||||||||||||
| Cost of sales | 304.5 | 307.8 | |||||||||||||||||||||
| Gross profit | 660.2 | 623.8 | |||||||||||||||||||||
| Selling, general and administrative expense | 387.9 | 380.9 | |||||||||||||||||||||
| Research and development expense | 40.7 | 39.5 | |||||||||||||||||||||
| Amortization of intangibles | 49.6 | 50.3 | |||||||||||||||||||||
| Operating income | 182.0 | 153.1 | |||||||||||||||||||||
| Interest expense | 26.0 | 29.9 | |||||||||||||||||||||
| Other expense, net | 2.7 | 3.2 | |||||||||||||||||||||
| Income before income taxes | 153.3 | 120.0 | |||||||||||||||||||||
| Provision for income taxes (Note 6) | 49.0 | 38.8 | |||||||||||||||||||||
| Net income | $ | 104.3 | $ | 81.2 | |||||||||||||||||||
| Earnings per share (Note 7): | |||||||||||||||||||||||
| Basic | $ | 0.52 | $ | 0.41 | |||||||||||||||||||
| Diluted | $ | 0.52 | $ | 0.41 | |||||||||||||||||||
| Number of shares used to compute earnings per share: | |||||||||||||||||||||||
| Basic | 199.7 | 198.4 | |||||||||||||||||||||
| Diluted | 201.2 | 199.9 | |||||||||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||
| Cash flow hedges | $ | (2.0) | $ | (28.0) | |||||||||||||||||||
| Foreign currency translation adjustment | (66.7) | 59.8 | |||||||||||||||||||||
| Comprehensive income | $ | 35.6 | $ | 113.0 |
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(In millions, unaudited)
| January 31, 2025 | October 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 100.9 | $ | 107.6 | |||||||
| Trade accounts receivable, net of allowance for credit losses of $48.1 at January 31, 2025, and $43.5 at October 31, 2024 | 716.4 | 717.0 | |||||||||
| Inventories (Note 3) | 842.9 | 802.7 | |||||||||
| Prepaid expense and other current assets | 326.8 | 324.2 | |||||||||
| Total current assets | 1,987.0 | 1,951.5 | |||||||||
| Property, plant and equipment, net | 1,864.7 | 1,863.4 | |||||||||
| Goodwill | 3,792.1 | 3,838.4 | |||||||||
| Other intangibles, net (Note 4) | 1,739.4 | 1,791.0 | |||||||||
| Deferred tax assets | 2,175.3 | 2,210.3 | |||||||||
| Other assets | 663.7 | 660.6 | |||||||||
| Total assets | $ | 12,222.2 | $ | 12,315.2 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Short-term debt (Note 5) | $ | 48.7 | $ | 33.3 | |||||||
| Accounts payable | 201.5 | 260.5 | |||||||||
| Employee compensation and benefits | 190.4 | 174.8 | |||||||||
| Deferred revenue (Note 3) | 126.3 | 129.9 | |||||||||
| Other current liabilities | 432.7 | 424.3 | |||||||||
| Total current liabilities | 999.6 | 1,022.8 | |||||||||
| Long-term debt (Note 5) | 2,491.2 | 2,550.4 | |||||||||
| Deferred tax liabilities | 95.2 | 96.0 | |||||||||
| Long-term tax payable | 54.3 | 57.5 | |||||||||
| Deferred revenue (Note 3) | 193.4 | 193.3 | |||||||||
| Other liabilities | 261.0 | 311.6 | |||||||||
| Total liabilities | 4,094.7 | 4,231.6 | |||||||||
| Contingencies (Note 10) | |||||||||||
| Stockholders’ equity: | |||||||||||
| Preferred stock, $0.10 par value, 1.0 shares authorized, zero shares issued or outstanding | — | — | |||||||||
| Common stock, $0.10 par value, 480.0 shares authorized, 217.5 issued and 199.9 outstanding at January 31, 2025, and 217.2 issued and 199.6 outstanding at October 31, 2024 | 21.7 | 21.7 | |||||||||
| Additional paid-in capital | 1,928.3 | 1,921.0 | |||||||||
| Accumulated other comprehensive loss | (490.4) | (421.7) | |||||||||
| Retained earnings | 7,372.7 | 7,268.4 | |||||||||
| Treasury stock at cost: 17.6 shares at January 31, 2025, and 17.6 shares at October 31, 2024 | (705.0) | (706.0) | |||||||||
| Total Cooper stockholders’ equity | 8,127.3 | 8,083.4 | |||||||||
| Noncontrolling interests | 0.2 | 0.2 | |||||||||
| Stockholders’ equity (Note 9) | 8,127.5 | 8,083.6 | |||||||||
| Total liabilities and stockholders’ equity | $ | 12,222.2 | $ | 12,315.2 | |||||||
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Stockholders' Equity
(In millions, except per share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
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Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Research and Development (R&D) Expenses
| Three Months Ended January 31, | 2025 vs 2024 % Change | |||||||||||||||||||||||||||||||
| ($ in millions) | 2025 | % Net Sales | 2024 | % Net Sales | ||||||||||||||||||||||||||||
| CooperVision | $ | 22.5 | 3 | % | $ | 20.7 | 3 | % | 9 | % | ||||||||||||||||||||||
| CooperSurgical | 18.2 | 6 | % | 18.8 | 6 | % | (3) | % | ||||||||||||||||||||||||
| $ | 40.7 | 4 | % | $ | 39.5 | 4 | % | 3 | % | |||||||||||||||||||||||
CooperVision's R&D expenses increased in the three months ended January 31, 2025, compared to the three months ended January 31, 2024, primarily due to myopia management programs and R&D projects. CooperVision's R&D activities are primarily focused on the development of contact lenses, manufacturing technology and process enhancements.
CooperSurgical's R&D expenses decreased in the three months ended January 31, 2025, compared to the three months ended January 31, 2024 due to a decrease in MDR costs. CooperSurgical's R&D activities are primarily focused on the development of surgical devices and fertility solutions, manufacturing technology and process enhancements.
Amortization Expense
| Three Months Ended January 31, | 2025 vs 2024 % Change | ||||||||||||||||||||||||||||
| ($ in millions) | 2025 | % Net Sales | 2024 | % Net Sales | |||||||||||||||||||||||||
| CooperVision | $ | 4.8 | 1 | % | $ | 7.7 | 1 | % | (38) | % | |||||||||||||||||||
| CooperSurgical | 44.8 | 14 | % | 42.6 | 14 | % | 5 | % | |||||||||||||||||||||
| $ | 49.6 | 5 | % | $ | 50.3 | 5 | % | (1) | % | ||||||||||||||||||||
CooperVision's amortization expense decreased in the three months ended January 31, 2025, compared to the three months ended January 31, 2024, primarily due to certain intangible assets being fully amortized.
CooperSurgical's amortization expense increased in the three months ended January 31, 2025, compared to the three months ended January 31, 2024, primarily due to the amortization of intangible assets acquired through acquisitions in the second half of fiscal 2024.
Operating Income
| Three Months Ended January 31, | 2025 vs 2024 % Change | ||||||||||||||||||||||||||||
| ($ in millions) | 2025 | % Net Sales | 2024 | % Net Sales | |||||||||||||||||||||||||
| CooperVision | $ | 183.9 | 28 | % | $ | 154.8 | 25 | % | 19 | % | |||||||||||||||||||
| CooperSurgical | 20.2 | 6 | % | 24.0 | 8 | % | (16) | % | |||||||||||||||||||||
| Corporate | (22.1) | — | (25.7) | — | (14) | % | |||||||||||||||||||||||
| $ | 182.0 | 19 | % | $ | 153.1 | 16 | % | 19 | % | ||||||||||||||||||||
CooperVision's operating income increased in the three months ended January 31, 2025, compared to the three months ended January 31, 2024, primarily due to the increase in net sales outpacing the increase in operating expenses.
CooperSurgical's operating income decreased in the three months ended January 31, 2025, compared to the three months ended January 31, 2024, primarily due to the increase in amortization expense.
Corporate operating loss decreased in the three months ended January 31, 2025, compared to the three months ended January 31, 2024, primarily due to lower share-based compensation expenses.
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Interest Expense
| Three Months Ended January 31, | 2025 vs 2024 % Change | ||||||||||||||||||||||||||||
| ($ in millions) | 2025 | % Net Sales | 2024 | % Net Sales | |||||||||||||||||||||||||
| Interest expense | $ | 26.0 | 3 | % | $ | 29.9 | 3 | % | (13) | % | |||||||||||||||||||
Interest expense decreased during the three months ended January 31, 2025, compared to the three months ended January 31, 2024, primarily due to lower interest rates and lower debt balances.
Other Expense, Net
| Period Ended January 31, | Three Months | |||||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | ||||||||||||||||||||||||
| Foreign exchange loss | $ | 3.0 | $ | 1.2 | ||||||||||||||||||||||
| Other (income) expense, net | (0.3) | 2.0 | ||||||||||||||||||||||||
| $ | 2.7 | $ | 3.2 |
Foreign exchange loss was primarily associated with the relative weakening of the U.S. dollar against foreign currencies and the effect on intercompany receivables during the three months ended January 31, 2025.
Other (income) expense, net was a gain of $0.3 million in the three months ended January 31, 2025, compared to a loss of $2.0 million in three months ended January 31, 2024, primarily due to a decrease in loss on minority investments.
Provision for Income Taxes
The effective tax rates for the three months ended January 31, 2025 and January 31, 2024 were 32.0% and 32.4%, respectively. The decrease was primarily due to changes in unrecognized tax benefits and changes in the geographic composition of pre-tax earnings, partially offset by a decrease in excess tax benefits from share-based compensation.
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Capital Resources and Liquidity
Working capital as of January 31, 2025 and October 31, 2024 was $987.4 million and $928.7 million, respectively. The increase in working capital was primarily due to a decrease in accounts payable due to timing of payments and an increase in inventories, offset by increases in employee compensation benefits and short-term debt.
Cash Flow
| Three Months Ended January 31, | ||||||||||||||
| ($ in millions) | 2025 | 2024 | ||||||||||||
| Operating activities | $ | 190.6 | $ | 122.7 | ||||||||||
| Investing activities | (96.8) | (324.1) | ||||||||||||
| Financing activities | (96.6) | 212.3 | ||||||||||||
| Effect of exchange rate changes on cash, cash equivalents, restricted cash | (3.9) | 3.5 | ||||||||||||
| Net decrease in cash, cash equivalents, and restricted cash | $ | (6.7) | $ | 14.4 |
Operating Cash Flow
Cash provided by operating activities in the first three months of fiscal 2025 increased compared to the first three months of fiscal 2024, primarily due to increases in net income and net changes in other non-cash items and operating capital. The net changes in operating capital included an increase in cash collection and an increase in accrued liabilities, offset by an increase in inventories.
Investing Cash Flow
Cash used in investing activities in the first three months of fiscal 2025 decreased compared to the first three months of fiscal 2024, primarily attributable to $200 million cash paid for the Cook Medical acquisition in the first three months of fiscal 2024, and a decrease in purchases of property, plant and equipment.
Financing Cash Flow
Cash used in financing activities in the first three months of fiscal 2025 was primarily attributable to repayments on the revolving credit and the first installment payment related to the Cook Medical acquisition.
Cash provided by financing activities in the first three months of fiscal 2024 was primarily attributable to $200.0 million drawn on the revolving credit to pay for the Cook Medical acquisition.
The following is a summary of the maximum commitments and the net amounts available to us under different credit facilities as of January 31, 2025:
| (In millions) | Facility Limit | Outstanding Borrowings | Outstanding Letters of Credit | Total Amount Available | Maturity Date | |||||||||||||||||||||||||||
| Revolving Credit: | ||||||||||||||||||||||||||||||||
| 2024 Revolving Credit | $ | 2,300.0 | $ | 990.2 | $ | 4.7 | $ | 1,305.1 | May 1, 2029 | |||||||||||||||||||||||
| Term loan: | ||||||||||||||||||||||||||||||||
| 2021 Term Loan | 1,500.0 | 1,500.0 | n/a | — | December 17, 2026 | |||||||||||||||||||||||||||
| Total | $ | 3,800.0 | $ | 2,490.2 | $ | 4.7 | $ | 1,305.1 |
As of January 31, 2025, the Company was in compliance with all debt covenants. On May 1, 2024, the Company entered into a Revolving Credit Agreement (the 2024 Credit Agreement). The Company drew on the 2024 Credit Agreement to fully repay borrowings outstanding under the 2020 Term Loan and 2020 Revolving Credit Facility and terminated the 2020 Credit Agreement. See Note 5. Financing Arrangements of the Consolidated Condensed Financial Statements for further information.
We have re-evaluated our operating cash flows and cash requirements and continue to believe that current cash, cash equivalents, future cash flow from operating activities and cash available under our 2024 Credit Agreement will be sufficient to meet our anticipated cash needs, including working capital needs, capital expenditures and contractual obligations for at least 12 months from the issuance date of the Consolidated Condensed Financial Statements included in this quarterly report. To the extent additional funds are necessary to meet our liquidity needs such as for acquisitions, share repurchases or other activities as we execute our business strategy, we anticipate that additional funds could be obtained through the incurrence of additional
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all.
Share Repurchase
In March 2017, the authorization under the 2012 Share Repurchase Program was increased to $1.0 billion by the Company's Board of Directors. As of January 31, 2025, $256.4 million remains authorized for repurchase.
During the three months ended January 31, 2025 and 2024, there were no share repurchases.
Estimates and Critical Accounting Policies
Information regarding estimates and critical accounting policies is included in Management's Discussion and Analysis in our Form 10-K for the fiscal year ended October 31, 2024. There have been no material changes in our policies from those previously discussed in our Form 10-K for the fiscal year ended October 31, 2024.
Accounting Pronouncements
Information regarding new accounting pronouncements is included in Note 1. General of the Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 3. Quantitative and Qualitative Disclosure About Market Risk
We are exposed to market risks that relate principally to changes in interest rates and foreign currency fluctuations. We do not enter into derivative financial instrument transactions for speculative purposes.
Foreign Currency Exchange Risk
We operate multiple foreign subsidiaries that manufacture and market our products worldwide. As a result, our earnings, cash flow and financial position are exposed to foreign currency risk from foreign currency denominated receivables and payables, sales transactions, capital expenditures and net investment in certain foreign operations. Most of our operations outside the United States have their local currency as their functional currency. We have exposure to multiple foreign currencies, including, among others, the British pound, Euro and Japanese yen. We have taken steps to minimize our balance sheet exposure by entering into foreign currency forward contracts to minimize the short-term impact of foreign currency exchange rate fluctuations on certain trade and intercompany receivables and payables.
At January 31, 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 $29.3 million in operating income for the fiscal quarter ended January 31, 2025. See Note 12. Financial Derivatives and Hedging of the Consolidated Condensed Financial Statements for further information.
Interest Rate Risk
We are exposed to risks associated with changes in interest rates, as the interest rates on our revolving lines of credit and term loans may vary with the federal funds rate and SOFR. As of January 31, 2025, we had outstanding debt for an aggregate carrying amount of $2.5 billion. We have entered, and in the future may enter, into interest rate swaps to manage interest rate risk.
Our ultimate realized gain or loss with respect to interest rate fluctuations will depend on interest rates, the exposures that arise during the period and our hedging strategies at that time. 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 first quarter of fiscal 2025. See Note 5. Financing Arrangements of the Consolidated Condensed Financial Statements for further information.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on management’s evaluation (with the participation of our Chief Executive Officer (our Principal Executive Officer) and Chief Financial Officer (our Principal Financial Officer)), as of the end of the period covered by this report, due to the material weakness described below, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the Exchange Act)) are not effective as of January 31, 2025 to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
As reported in Part II, Item 9A. "Controls and Procedures" in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024, the Company previously identified a material weakness in information technology (IT) general controls for the U.S. operations within the CooperSurgical segment, related to the implementation and maintenance of certain enterprise resource planning systems (ERP) during fiscal 2024. The material weakness resulted from not having a sufficient complement of its personnel, inadequate training of personnel and ineffective risk assessment processes to identify and timely respond to the risks related to change management, user control monitoring and segregation of duties in the affected IT environment. Manual controls that rely on system-generated data or reports from the affected IT environment or process level automated controls in the affected IT environment were ineffective because they could have been adversely impacted.
In response to the material weakness, management, with oversight of the Audit Committee of the Board of Directors, has begun to implement steps to remediate the material weakness. Our internal control remediation efforts include the following:
-
Enhancing risk assessment and procedures over our IT general controls for the affected environments;
-
Developing the skill sets of employees and additional training programs addressing IT general controls and policies with a focus on those related to change management, user access and segregation of duties over IT systems impacting financial reporting;
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
- Enhancing controls supporting change management to ensure systems’ integrity as well as user access monitoring controls to enforce appropriate system access and segregation of duties.
We are committed to ensuring that our internal control over financial reporting are designed and operating effectively. Management believes the efforts taken to date and the planned remediation will improve the effectiveness of our internal control over financial reporting. While we continue making progress with these remediation efforts, the controls must be operating effectively for a sufficient period of time and be tested by management in order to consider them remediated and conclude that the design is effective to address the risks of material misstatement.
Changes in Internal Control over Financial Reporting
Except as set forth above, there has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act during our first quarter of fiscal 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
Information regarding legal proceedings is included in Note 10. Contingencies of the Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
Our business faces significant risks. These risks include those described below and may include additional risks and uncertainties not presently known to us or that we currently deem immaterial. Our business, financial condition and results of operations could be materially adversely affected by any of these risks, and the trading prices of our common stock could decline by virtue of these risks. These risks should be read in conjunction with the other information in this report.
Risk factors describing the major risks to our business can be found under Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024. There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In March 2017, the authorization under the 2012 Share Repurchase Program was increased to $1.0 billion by the Company's Board of Directors. As of January 31, 2025, $256.4 million remains authorized for repurchase.
During the three months ended January 31, 2025 and 2024, there were no share repurchases.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended January 31, 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.
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 6. Exhibits
| Incorporated by Reference | Filed Herewith | ||||||||||||||||
| Exhibit Number | Description of Document | Form | Exhibit | Filing Date/ Period End Date | |||||||||||||
| 31.1 | Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | X | |||||||||||||||
| 31.2 | Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | X | |||||||||||||||
| 32.1* | Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 | X | |||||||||||||||
| 32.2* | Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 | X | |||||||||||||||
| 101.1 | The following materials from the Company's Quarterly Report on Form 10-Q for the three months period ended January 31, 2025 formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Condensed Statements of Income and Comprehensive Income, (ii) Consolidated Condensed Balance Sheets, (iii) Consolidated Condensed Statements of Stockholders' Equity, (iv) Consolidated Condensed Statements of Cash Flows and (v) related Notes to Consolidated Condensed Financial Statements. | ||||||||||||||||
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||||||||
| * Furnished herewith |
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements 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.
| The Cooper Companies, Inc. | |||||
| (Registrant) | |||||
| Date: March 7, 2025 | /s/ Brian G. Andrews | ||||
| Brian G. Andrews | |||||
| Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | |||||
| Date: March 7, 2025 | /s/ Agostino Ricupati | ||||
| Agostino Ricupati | |||||
| Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |