Cooper Companies 10-Q 2026-01-31

Filed 2026-03-06. 8 sections, 121K 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, 2026

☐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)

_____________________________________________________________

Delaware94-2657368
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

6****101 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 classTrading SymbolName of each exchange on which registered
Common Stock, $0.10 par valueCOONasdaq 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 2, 2026, 195,114,398 shares of Common Stock, $0.10 par value, were outstanding.

INDEX

Page No.
PART I.FINANCIAL INFORMATION
Item 1.Unaudited Financial Statements
Consolidated Condensed Statements of Income and Comprehensive Income3
Consolidated Condensed Balance Sheets4
Consolidated Condensed Statements of Stockholders' Equity5
Consolidated Condensed Statements of Cash Flows6
Notes to Consolidated Condensed Financial Statements7
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations16
Item 3.Quantitative and Qualitative Disclosure About Market Risk26
Item 4.Controls and Procedures26
PART II.OTHER INFORMATION
Item 1.Legal Proceedings27
Item 1A.Risk Factors27
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds27
Item 3.Defaults Upon Senior Securities27
Item 4.Mine Safety Disclosures27
Item 5.Other Information27
Item 6.Exhibits28
Signatures29

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 per share amounts)

(Unaudited)

Three Months
20262025
Net sales$1,024.1$964.7
Cost of sales328.9304.5
Gross profit695.2660.2
Selling, general and administrative expense390.2387.9
Research and development expense44.340.7
Amortization of intangibles47.949.6
Operating income212.8182.0
Interest expense22.426.0
Other (income) expense, net(1.8)2.7
Income before income taxes192.2153.3
Provision for income taxes (Note 5)61.449.0
Net income$130.8$104.3
Earnings per share (Note 6):
Basic$0.67$0.52
Diluted$0.66$0.52
Number of shares used to compute earnings per share:
Basic195.8199.7
Diluted196.7201.2
Other comprehensive income, net of tax:
Cash flow hedges$(4.0)$(2.0)
Foreign currency translation adjustment76.5(66.7)
Comprehensive income$203.3$35.6

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, except per share data)

(Unaudited)

January 31, 2026October 31, 2025
ASSETS
Current assets:
Cash and cash equivalents$124.9$110.6
Trade accounts receivable, net of allowance for credit losses of $58.7 at January 31, 2026, and $51.9 at October 31, 2025807.1829.0
Inventories (Note 2)876.4846.0
Prepaid expense and other current assets325.4320.8
Total current assets2,133.82,106.4
Property, plant and equipment, net2,116.72,082.0
Goodwill3,905.43,853.4
Other intangibles, net (Note 3)1,541.61,586.3
Deferred tax assets2,038.32,077.5
Other assets688.4689.2
Total assets$12,424.2$12,394.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt (Note 4)$620.7$47.8
Accounts payable225.8300.4
Employee compensation and benefits209.6210.6
Deferred revenue (Note 2)129.9127.9
Other current liabilities409.7426.1
Total current liabilities1,595.71,112.8
Long-term debt (Note 4)1,879.02,457.5
Deferred tax liabilities96.393.3
Long-term tax payable5.67.5
Deferred revenue206.4201.8
Other liabilities277.2282.8
Total liabilities4,060.24,155.7
Contingencies and commitments (Note 9)
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, 217.9 issued and 195.1 outstanding at January 31, 2026, and 217.6 issued and 195.9 outstanding at October 31, 202521.821.8
Additional paid-in capital1,987.11,975.5
Accumulated other comprehensive loss(334.0)(406.5)
Retained earnings7,774.17,643.3
Treasury stock at cost: 22.8 shares at January 31, 2026, and 21.7 shares at October 31, 2025(1,085.2)(995.2)
Total Cooper stockholders’ equity8,363.88,238.9
Noncontrolling interests0.20.2
Stockholders’ equity (Note 8)8,364.08,239.1
Total liabilities and stockholders’ equity$12,424.2$12,394.8

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, 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 31,2026 vs 2025 % Change
($ in millions)2026% Net Sales2025% Net Sales
CooperVision$22.43%$22.53%—%
CooperSurgical21.97%18.26%20%
$44.34%$40.74%9%

CooperVision's R&D expenses were relatively flat in the three months ended January 31, 2026, compared to the three months ended January 31, 2025. CooperVision's R&D activities are primarily focused on the development of contact lenses, manufacturing technology, and process enhancements.

CooperSurgical's R&D expenses increased in the three months ended January 31, 2026, compared to the three months ended January 31, 2025, primarily due to an increase in R&D project spend and pharmacovigilance related fees, partially offset by 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 31,2026 vs 2025 % Change
($ in millions)2026% Net Sales2025% Net Sales
CooperVision$4.11%$4.81%(15)%
CooperSurgical43.813%44.814%(2)%
$47.95%$49.65%(3)%

CooperVision's amortization expense decreased in the three months ended January 31, 2026, compared to the three months ended January 31, 2025, primarily due to certain intangible assets being fully amortized.

CooperSurgical's amortization expense decreased in the three months ended January 31, 2026, compared to the three months ended January 31, 2025, primarily due to certain intangible assets being fully amortized and the write-off of an intangible asset in fiscal 2025.

Operating Income

Three Months Ended January 31,2026 vs 2025 % Change
($ in millions)2026% Net Sales2025% Net Sales
CooperVision$210.230%$183.928%14%
CooperSurgical26.88%20.26%33%
Corporate(24.2)—(22.1)—10%
$212.821%$182.019%17%

CooperVision's operating income increased in the three months ended January 31, 2026, compared to the three months ended January 31, 2025, primarily due to the increase in net sales outpacing the increase in operating expenses.

CooperSurgical's operating income increased in the three months ended January 31, 2026, compared to the three months ended January 31, 2025, primarily due to the increase in net sales and the decrease in SGA and amortization expenses, partially offset by the increase in R&D expenses.

Corporate operating loss increased in the three months ended January 31, 2026, compared to the three months ended January 31, 2025, primarily due to an increase in share-based compensation related 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 31,2026 vs 2025 % Change
($ in millions)2026% Net Sales2025% Net Sales
Interest expense$22.42%$26.03%(14)%

Interest expense decreased during the three months ended January 31, 2026, compared to the three months ended January 31, 2025, primarily due to lower average debt balances.

Other (Income) Expense, Net

Periods Ended January 31,Three Months
($ in millions)20262025
Foreign exchange loss$1.3$3.0
Other income, net(3.1)(0.3)
$(1.8)$2.7

Foreign exchange loss decreased during the three months ended January 31, 2026, compared to the three months ended January 31, 2025 primarily due to movements of U.S. dollar against various foreign currencies and the effect on intercompany receivables and payables.

Other income, net increased in the three months ended January 31, 2026 compared to the three months ended January 31, 2025, primarily due to a gain in minority interest investments.

Provision for Income Taxes

The effective tax rates for the three months ended January 31, 2026 and January 31, 2025 were 31.9% and 32.0%, respectively. The decrease was primarily due to changes in the geographic composition of pre-tax earnings, primarily offset by increases related to unrecognized tax benefits and excess tax benefits.

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, 2026 and October 31, 2025 was $538.1 million and $993.6 million, respectively. The decrease in working capital was primarily due to an increase in short-term debt, partially offset by a decrease in accounts payable.

Cash Flow

Three Months Ended January 31,
($ in millions)20262025
Operating activities$260.9$190.6
Investing activities(102.9)(96.8)
Financing activities(147.9)(96.6)
Effect of exchange rate changes on cash, cash equivalents, restricted cash4.3(3.9)
Net increase (decrease) in cash, cash equivalents, and restricted cash$14.4$(6.7)

Operating Cash Flow

Cash provided by operating activities in the first three months of fiscal 2026 increased compared to the first three months of fiscal 2025, primarily due to an increase in net income and net changes in operating capital. The net changes in operating capital included an increase in cash collection, a decrease in prepaid and other assets and a slower inventory build.

Investing Cash Flow

Cash used in investing activities in the first three months of fiscal 2026 increased compared to the first three months of fiscal 2025, primarily due to an increase in purchases of property, plant and equipment, partially offset by a decrease in spending on equity investments.

Financing Cash Flow

Cash used in financing activities in the first three months of fiscal 2026 increased compared to the first three months of fiscal 2025, primarily due to the repurchase of common stock, partially offset by less net repayments on the revolving credit.

The following is a summary of the maximum commitments and the net amounts available to us under different credit facilities as of January 31, 2026:

($ in millions)Facility LimitOutstanding BorrowingsOutstanding Letters of CreditTotal Amount AvailableMaturity Date
Revolving Credit:
2024 Revolving Credit$2,300.0$927.7$5.3$1,367.0May 1, 2029
Term loan:
2021 Term Loan1,500.01,500.0n/a—December 17, 2026
Total$3,800.0$2,427.7$5.3$1,367.0

As of January 31, 2026, 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 4. 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 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.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Share Repurchase

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 January 31, 2026, $873.9 million remains authorized for repurchase.

During the three months ended January 31, 2026, the Company repurchased 1.1 million shares of its common stock for $92.5 million, at a weighted average price of $82.04 per share. There were no share repurchases during the three months ended January 31, 2025.

Contingencies

On March 2, 2026, after the end of the reporting period, the U.K. FTT issued a decision that largely supports HMRC in the Company's dispute relating to payroll tax matters arising from the acquisition of the Sauflon Group in 2014.

The Company believes the FTT’s decision was incorrect and intends to appeal the FTT’s decision. Depending on the results of the appeal, the Company could prevail on some or all of the issues in dispute, which could result in an obligation to pay a portion or all of the assessed amounts, with an estimated loss ranging from £0 to £71.7 million, plus accrued interest.

Any future payments required would impact the Company’s liquidity and cash flow in the period of resolution.

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, 2025. 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, 2025.

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, 2026, 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 $34.9 million in operating income for the fiscal quarter ended January 31, 2026. See Note 11. 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. Net of interest rate swaps, the majority of our total indebtedness remains subject to US-based variable interest rate risk tied to changes in the federal funds rate and SOFR. 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 2026. See Note 4. 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, 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 effective as of January 31, 2026 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.

Changes in Internal Control over Financial Reporting

There have been no changes 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 2026, 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

On March 2, 2026, the U.K. FTT issued a decision that largely supports HMRC in the Company’s dispute regarding payroll tax matters arising from the acquisition of the Sauflon Group in 2014.

The Company believes the FTT’s decision was incorrect and intends to appeal the FTT’s decision. Depending on the results of the appeal, the Company could prevail on some or all of the issues in dispute, which could result in an obligation to pay a portion or all of the assessed amounts, with an estimated loss ranging from £0 to £71.7 million, plus accrued interest.

Refer to Note 9 – Commitments and Contingencies for additional information.

Item 1A. Risk Factors

Our business faces significant risks. These risks include those referenced 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, 2025. 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, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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 January 31, 2026, $873.9 million remains authorized for repurchase.

The following table provides information about the shares repurchased by the Company for the three months ended January 31, 2026:

PeriodTotal number of shares purchased (in thousands)Average price paid per shareTotal 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)
December 1, 2025 to December 31, 2025287.6$81.28287.6$943.0
January 1, 2026 to January 31, 2026839.0$82.30839.0$873.9
Total1,126.6$82.041,126.6

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, 2026, no director or officer of the Company adopted, terminated or modified 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 ReferenceFiled Herewith
Exhibit NumberDescription of DocumentFormExhibitFiling Date/ Period End Date
10.1Letter Agreement, by and between The Cooper Companies, Inc. and Browning West, LP, dated December 22, 2025.8-K10.112/23/2025
10.2Amendment No. 3 to Term Loan Agreement, among the Company, the subsidiary guarantors party thereto and PNC Bank, National Association, as administrative agent.8-K10.12/4/2026
10.3Amendment No. 1 to Revolving Credit Agreement, among the Company and CooperVision International Limited, as the borrowers, the subsidiary guarantors party thereto, the lenders party thereto and PNC, as administrative agent.8-K10.22/4/2026
31.1Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934X
31.2Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934X
32.1*Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350X
32.2*Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350X
101.1The following materials from the Company's Quarterly Report on Form 10-Q for the three months period ended January 31, 2026 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.
104.1Cover 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 6, 2026/s/ Brian G. Andrews
Brian G. Andrews
Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer and Principal Accounting Officer)