Item 1. Unaudited Financial Statements

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Item 1. Unaudited Financial Statements

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Income and Comprehensive Income

Periods Ended July 31,

(In millions, except per share amounts)

(Unaudited)

Three MonthsNine Months
2026202520262025
Net sales$1,066.2$1,060.3$3,171.8$3,027.3
Cost of sales354.3368.31,029.3996.0
Gross profit711.9692.02,142.52,031.3
Selling, general and administrative expense401.3421.71,467.71,208.6
Research and development expense41.644.6128.4130.8
Amortization of intangibles47.050.0142.6149.4
Operating income222.0175.7403.8542.5
Interest expense21.525.464.875.6
Other (income) expense, net(1.3)(1.6)(6.6)17.2
Income before income taxes201.8151.9345.6449.7
Provision for income taxes (Note 5)(231.0)53.6(140.1)159.4
Net income$432.8$98.3$485.7$290.3
Earnings per share (Note 6):
Basic$2.24$0.49$2.50$1.45
Diluted$2.24$0.49$2.49$1.45
Number of shares used to compute earnings per share:
Basic193.0199.3194.6199.6
Diluted193.4200.0195.2200.6
Other comprehensive income, net of tax:
Cash flow hedges$(1.5)$3.9$(5.1)$(17.7)
Foreign currency translation adjustment(18.5)(3.7)28.447.3
Comprehensive income$412.8$98.5$509.0$319.9

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)

July 31, 2026October 31, 2025
ASSETS
Current assets:
Cash and cash equivalents$154.7$110.6
Trade accounts receivable, net of allowance for credit losses of $76.1 at July 31, 2026, and $51.9 at October 31, 2025788.9829.0
Inventories (Note 2)911.5846.0
Prepaid expense and other current assets426.4320.8
Total current assets2,281.52,106.4
Property, plant and equipment, net2,144.92,082.0
Goodwill3,876.33,853.4
Other intangibles, net (Note 3)1,445.91,586.3
Deferred tax assets2,267.92,077.5
Other assets656.9689.2
Total assets$12,673.4$12,394.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt (Note 4)$628.1$47.8
Accounts payable251.2300.4
Employee compensation and benefits174.6210.6
Deferred revenue (Note 2)129.6127.9
Accrued litigation liability (Note 9)316.50.7
Other current liabilities366.6425.4
Total current liabilities1,866.61,112.8
Long-term debt (Note 4)1,916.12,457.5
Deferred tax liabilities94.293.3
Long-term tax payable2.47.5
Deferred revenue208.7201.8
Other liabilities257.0282.8
Total liabilities4,345.04,155.7
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 190.1 outstanding at July 31, 2026, and 217.6 issued and 195.9 outstanding at October 31, 202521.821.8
Additional paid-in capital1,998.51,975.5
Accumulated other comprehensive loss(383.2)(406.5)
Retained earnings8,129.07,643.3
Treasury stock at cost: 27.8 shares at July 31, 2026, and 21.7 shares at October 31, 2025(1,437.9)(995.2)
Total Cooper stockholders’ equity8,328.28,238.9
Noncontrolling interests0.20.2
Stockholders’ equity (Note 8)8,328.48,239.1
Total liabilities and stockholders’ equity$12,673.4$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)

Common SharesTreasury StockAdditional Paid-In CapitalAccumulated Other Comprehensive LossRetained EarningsTreasury StockNoncontrolling InterestsTotal Stockholders' Equity
SharesAmountSharesAmount
Balance at October 31, 2024199.6$19.917.6$1.8$1,921.0$(421.7)$7,268.4$(706.0)$0.2$8,083.6
Net income (loss)——————104.3——104.3
Other comprehensive income (loss), net of tax—————(68.7)———(68.7)
Issuance of common stock for stock plans, net and employee stock purchase plan0.3———(11.0)——1.0—(10.0)
Share-based compensation expense————18.3————18.3
Balance at January 31, 2025199.9$19.917.6$1.8$1,928.3$(490.4)$7,372.7$(705.0)$0.2$8,127.5
Net income (loss)——————87.7——87.7
Other comprehensive income (loss), net of tax—————98.1———98.1
Issuance of common stock for stock plans, net and employee stock purchase plan0.10.1——(5.9)——0.9—(4.9)
Share-based compensation expense————20.3————20.3
Share repurchase(0.5)—0.5————(40.6)—(40.6)
Balance at April 30, 2025199.5$20.018.1$1.8$1,942.7$(392.3)$7,460.4$(744.7)$0.2$8,288.1
Net income (loss)——————98.3——98.3
Other comprehensive income (loss), net of tax—————0.2———0.2
Issuance of common stock for stock plans, net and employee stock purchase plan————1.3——1.3—2.6
Share-based compensation expense————16.4————16.4
Share repurchase(0.7)—0.7————(52.6)—(52.6)
Balance at July 31, 2025198.8$20.018.8$1.8$1,960.4$(392.1)$7,558.7$(796.0)$0.2$8,353.0

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)

Common SharesTreasury StockAdditional Paid-In CapitalAccumulated Other Comprehensive LossRetained EarningsTreasury StockNoncontrolling InterestsTotal Stockholders' Equity
SharesAmountSharesAmount
Balance at October 31, 2025195.9$20.021.7$1.8$1,975.5$(406.5)$7,643.3$(995.2)$0.2$8,239.1
Net income (loss)——————130.8——130.8
Other comprehensive income (loss), net of tax—————72.5———72.5
Issuance of common stock for stock plans, net and employee stock purchase plan0.3———(7.6)——2.9—(4.7)
Share-based compensation expense————19.2————19.2
Share repurchase(1.1)—1.1————(92.9)—(92.9)
Balance at January 31, 2026195.1$20.022.8$1.8$1,987.1$(334.0)$7,774.1$(1,085.2)$0.2$8,364.0
Net income (loss)——————(77.9)——(77.9)
Other comprehensive income (loss), net of tax—————(29.2)———(29.2)
Issuance of common stock for stock plans, net and employee stock purchase plan————(19.4)————(19.4)
Share-based compensation expense————14.9————14.9
Share repurchase(0.2)—0.2————(13.3)—(13.3)
Balance at April 30, 2026194.9$20.023.0$1.8$1,982.6$(363.2)$7,696.2$(1,098.5)$0.2$8,239.1
Net income (loss)——————432.8——432.8
Other comprehensive income (loss), net of tax—————(20.0)———(20.0)
Issuance of common stock for stock plans, net and employee stock purchase plan0.1—(0.1)—0.5——3.1—3.6
Share-based compensation expense————15.4————15.4
Share repurchase(4.9)—4.9————(342.5)—(342.5)
Balance at July 31, 2026190.1$20.027.8$1.8$1,998.5$(383.2)$8,129.0$(1,437.9)$0.2$8,328.4

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Cash Flows

Nine Months Ended July 31,

(In millions, unaudited)

20262025
Cash flows from operating activities:
Net income$485.7$290.3
Depreciation and amortization285.6279.0
Settlement of contingent consideration(0.5)—
Net changes in operating capital111.0(259.7)
Deferred income taxes(187.8)122.2
Other non-cash items91.4116.4
Net cash provided by operating activities785.4548.2
Cash flows from investing activities:
Purchases of property, plant and equipment(257.3)(264.4)
Acquisitions of businesses and assets, net of cash acquired, and other(5.4)(9.7)
Net cash used in investing activities(262.7)(274.1)
Cash flows from financing activities:
Proceeds from long-term debt, net of issuance costs2,847.12,174.9
Repayments of long-term debt(2,839.7)(2,294.7)
Acquisition installment payment(44.5)(47.1)
Net proceeds from short-term debt30.811.9
Net payments related to share-based compensation awards(29.2)(19.7)
Repurchase of common stock(447.2)(93.3)
Issuance of common stock for employee stock purchase plan7.46.5
Settlement of contingent consideration(1.3)—
Net cash used in financing activities(476.6)(261.5)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(1.8)4.6
Net increase in cash, cash equivalents, and restricted cash44.317.2
Cash, cash equivalents, and restricted cash at beginning of period110.6107.7
Cash, cash equivalents, and restricted cash at end of period$154.9$124.9
Reconciliation of cash flow information:
Cash and cash equivalents$154.7$124.9
Restricted cash included in other current assets0.2—
Total cash, cash equivalents, and restricted cash$154.9$124.9

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Note 1. General

The accompanying Consolidated Condensed Financial Statements of The Cooper Companies, Inc. and its subsidiaries have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) for interim financial information and with the requirements of Regulation S-X, Rule 10-01 for financial statements required to be filed as a part of this Quarterly Report on Form 10-Q. Unless the context requires otherwise, terms "the Company", "we", "us", and "our" are used to refer collectively to The Cooper Companies, Inc. and its subsidiaries.

The accompanying Consolidated Condensed Financial Statements and related notes are unaudited and should be read in conjunction with the audited Consolidated Financial Statements of the Company and related notes as contained in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2025. The Consolidated Condensed Financial Statements include all adjustments (consisting only of normal recurring adjustments) and accruals necessary in the judgment of management for a fair presentation of the results for the interim periods presented.

Accounting Policies

There have been no material changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025.

Estimates

The preparation of Consolidated Condensed Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of net sales and expenses during the reporting period. Actual results could differ from those estimates. The Company continually monitors and evaluates the estimates used as additional information becomes available. Adjustments will be made to these provisions periodically to reflect new facts and circumstances that may indicate that historical experience may not be indicative of current and/or future results.

Accounting Pronouncements Issued But Not Yet Adopted

In December 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative guidance on the accounting for government grants including recognition, measurement, and presentation. This ASU is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years with early adoption permitted. The ASU can be applied on a modified prospective basis, modified retrospective basis, or full retrospective basis. We are currently evaluating the impact that the adoption of this guidance will have on our consolidated financial statements and disclosures.

In September 2025, the 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 contracts. 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. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

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 to begin 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. We are currently evaluating the impact that the adoption of this guidance will have on our consolidated financial statements and disclosures.

In July 2025, the FASB issued 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 do not change for the remaining life of the asset. This ASU is effective 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.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in the income statement. The standard requires disclosures about specific types of

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

expenses included in the expense captions presented in the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. We are currently evaluating the impact that the adoption of this guidance will have on our disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires public entities to disclose specific categories in the effective tax rate reconciliation and additional information for reconciling items that exceed a quantitative threshold. The guidance also requires all disaggregated information pertaining to taxes paid, net of refunds received, for federal, state and foreign income taxes. The new guidance is effective for fiscal years beginning after December 15, 2024, with the option to apply prospectively or retrospectively. Early adoption is permitted. We are currently evaluating the impact that the adoption of this guidance will have on our disclosures and expect to adopt this ASU for the fiscal year ending October 31, 2026.

No other recently issued accounting pronouncements had or are expected to have a material impact on our Consolidated Condensed Financial Statements.

Note 2. Balance Sheet Components

Inventories

(In millions)July 31, 2026October 31, 2025
Raw materials$184.3$193.1
Work-in-process22.019.9
Finished goods705.2633.0
Total inventories$911.5$846.0

Deferred revenue

The Company recognized revenue of approximately $32.0 million and $96.5 million for the three and nine months ended July 31, 2026, respectively, that was included in the deferred revenue balance at April 30, 2026 and October 31, 2025, respectively. The Company recognized revenue of approximately $31.9 million and $96.0 million for the three and nine months ended July 31, 2025, respectively, that was included in the deferred revenue balance at April 30, 2025 and October 31, 2024, respectively.

Note 3. Intangible Assets

Intangible assets consisted of the following:

July 31, 2026October 31, 2025
(In millions)Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Intangible assets with definite lives:
Customer relationships$1,138.4$513.7$1,137.6$469.3
Composite intangible assets (1)1,101.7626.11,101.7570.7
Technology692.2453.0683.4415.3
Trademarks199.3108.8202.5102.3
License and distribution rights and other33.718.944.526.9
3,165.3$1,720.53,169.7$1,584.5
Less: accumulated amortization and translation1,720.51,584.5
Intangible assets with definite lives, net1,444.81,585.2
Intangible assets with indefinite lives, net (2)1.11.1
Total other intangibles, net$1,445.9$1,586.3

(1) Composite intangible assets primarily consist of technology, trade name, New Drug Application approval and physician relationships. The components are not reflected separately or within the corresponding categories because they are inextricably linked.

(2) Intangible assets with indefinite lives include trademarks.

Balances include foreign currency translation adjustments.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

As of July 31, 2026, the estimate of future amortization expense for intangible assets with definite lives is as follows:

Fiscal Years:(In millions)
Remainder of 2026$46.7
2027174.3
2028169.9
2029165.8
2030161.5
Thereafter726.6
Total remaining amortization for intangible assets with definite lives$1,444.8

There was no material impairment of goodwill or intangible assets recorded in the nine months ended July 31, 2026.

Note 4. Financing Arrangements

The Company had outstanding debt as follows:

(In millions)July 31, 2026October 31, 2025
Term loans$550.0$—
Other77.547.1
Short-term debt, excluding financing leases627.547.1
Financing lease liabilities0.60.7
Short-term debt$628.1$47.8
Revolving credit$966.7$956.3
Term loans950.01,500.0
Other0.20.2
Less: unamortized debt issuance cost(2.4)(0.8)
Long-term debt, excluding financing leases1,914.52,455.7
Financing lease liabilities1.61.8
Long-term debt$1,916.1$2,457.5
Total debt$2,544.2$2,505.3

Additional information regarding our indebtedness is included in our notes to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025. The carrying value of the Company's revolving credit facility and term loans approximates fair value based on current market rates (Level 2). As of July 31, 2026, the Company was in compliance with all debt covenants.

Revolving Credit Agreement on May 1, 2024

On May 1, 2024, the Company entered into a Revolving Credit Agreement (the 2024 Credit Agreement), among the Company, CooperVision International Limited, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent. The 2024 Credit Agreement provides for a multicurrency revolving credit facility (the 2024 Revolving Credit Facility) in an aggregate principal amount of $2,300.0 million which, unless terminated earlier, matures on May 1, 2029. On May 1, 2024, the Company used $1,170.0 million under the 2024 Revolving Credit Facility to fully repay all borrowings outstanding under the 2020 Term Loan Facility and the 2020 Revolving Credit Facility, and terminated the 2020 Credit Agreement (all as defined below). The Company has an uncommitted option to increase the revolving credit facility or establish a new term loan in an aggregate amount up to the greater of $1,150.0 million or 100% of consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), as defined in the 2024 Credit Agreement.

The 2024 Credit Agreement will bear interest, at the Company’s option, at either the base rate, or the adjusted SOFR, or adjusted foreign currency rate, plus, in each case, an applicable rate of between 0.00% and 0.50% in respect of base rate loans, and between 0.87% and 1.50% in respect of adjusted SOFR or adjusted foreign currency rate loans, in each case in accordance with a pricing grid tied to the Total Leverage Ratio, as defined in the 2024 Credit Agreement.

The Company pays an annual commitment fee that ranges from 0.10% to 0.20% of the unused portion of the 2024 Revolving Credit Facility based upon the Company’s Total Leverage Ratio, as defined in the 2024 Credit Agreement.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

The 2024 Credit Agreement contains customary restrictive covenants, as well as financial covenants that require the Company to maintain a certain Total Leverage Ratio and Interest Coverage Ratio, each as defined in the 2024 Credit Agreement.

On February 3, 2026, in connection with the Company’s entry into Amendment No. 3 to the 2021 Credit Agreement (discussed below), the Company entered into Amendment No. 1 to the 2024 Credit Agreement, modifying the 2024 Credit Agreement by, among other things, conforming certain provisions therein to those contained in the 2021 Credit Agreement, as amended by Amendment No. 3 to the 2021 Credit Agreement, including the removal of the credit spread adjustments.

On July 31, 2026, the Company had $966.7 million outstanding under the 2024 Revolving Credit Facility and the weighted-average interest rate was 4.65%.

Term Loan Agreement on December 17, 2021

On December 17, 2021, the Company entered into a Term Loan Agreement (the 2021 Credit Agreement) by and among the Company, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent. The 2021 Credit Agreement provides for a term loan facility (the 2021 Term Loan Facility) in an aggregate principal amount of $1,500.0 million, which, unless terminated earlier, matures on December 17, 2026.

On May 1, 2024, in connection with the Company's entry into the 2024 Credit Agreement, the Company entered into Amendment No. 2 to the 2021 Credit Agreement, modifying the 2021 Credit Agreement by, among other things, conforming certain provisions therein to those contained in the 2024 Credit Agreement.

On February 3, 2026, the Company entered into Amendment No. 3 to the 2021 Credit Agreement, by and among the Company, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent. The amendment modifies the 2021 Credit Agreement by, among other things, extending the maturity date of $950.0 million of term loans to February 3, 2031, with the remaining $550.0 million of term loans retaining their original maturity date. The amendment also removes the credit spread adjustment and increases the cap on incremental term loans to the greater of $1,365.0 million and 100% of consolidated EBITDA.

In addition, the amendment provides that, at the Company’s option, the applicable pricing rates may be determined based on the Company’s non-credit enhanced, senior unsecured long-term debt ratings or the existing basis of the Company’s ratio of consolidated net indebtedness to consolidated EBITDA.

On July 31, 2026, the Company had $1,500.0 million outstanding under the 2021 Term Loan Facility and the interest rate was 4.52%.

Note 5. Income Taxes

The effective tax rates for the three months ended July 31, 2026, and July 31, 2025, were (114.5)% and 35.3%, respectively. The decrease was primarily due to changes in unrecognized tax benefits discussed below. The effective tax rates for the nine months ended July 31, 2026, and July 31, 2025, were (40.5)% and 35.4%, respectively. The decrease was primarily due to changes in unrecognized tax benefits and the discrete tax impact of the litigation accrual, discussed below, partially offset by changes in the geographical composition of pre-tax earnings.

In November 2020, the Company completed an intra-group transfer of certain intellectual property and related assets of CooperVision business to a UK subsidiary as part of a group restructuring to establish headquarters operations in the UK. The transfer resulted in a step-up of the UK tax-deductible basis in intellectual property and goodwill, creating a temporary difference between the book basis and tax basis of these assets. Determining fair value involved significant judgment related to future revenue growth, operating margins, and discount rates. As a result, the Company recorded a deferred tax asset of approximately $2.0 billion with a corresponding income tax benefit, net of a $307.2 million reserve for an uncertain tax position. In June 2026, the related tax authority examination was completed favorably with the tax authority agreeing to the Company’s valuation. Accordingly, during the three and nine months ended July 31, 2026, the Company recognized a discrete income tax benefit of $307.2 million related to the release of the previously recorded uncertain tax position.

During the nine months ended July 31, 2026, the Company recorded $272.0 million litigation expense, net of insurance recoveries, as described in Note 9. Contingencies and Commitments. As a result, the Company recognized a $40.9 million discrete income tax benefit, net of indirect tax effects, primarily driven by a reduction in U.S. taxable income.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Note 6. Earnings Per Share

Periods Ended July 31,Three MonthsNine Months
(In millions, except per share amounts)2026202520262025
Net income$432.8$98.3$485.7$290.3
Basic:
Weighted-average common shares193.0199.3194.6199.6
Basic earnings per share$2.24$0.49$2.50$1.45
Diluted:
Weighted-average common shares193.0199.3194.6199.6
Effect of dilutive stock plans0.40.70.61.0
Diluted weighted-average common shares193.4200.0195.2200.6
Diluted earnings per share$2.24$0.49$2.49$1.45

The following table sets forth stock options to purchase our common stock and restricted stock units that were not included in the diluted earnings per share calculation because their effect would have been antidilutive for the periods presented:

Periods Ended July 31,Three MonthsNine Months
(In thousands, except exercise prices)2026202520262025
Stock option shares excluded2,2252,2892,2251,506
Exercise prices$76.14 - $101.54$75.03 - $101.54$76.14 - $101.54$82.46 - $101.54
Restricted stock units excluded1,128589336557

Note 7. Share-Based Compensation

The Company has several stock plans that are described in the Company’s Annual Report on Form 10‑K for the fiscal year ended October 31, 2025. The compensation expense and related income tax benefit recognized in our Consolidated Condensed Statements of Income and Comprehensive Income for share-based awards, including the employee stock purchase plan, were as follows:

Periods Ended July 31,Three MonthsNine Months
(In millions)2026202520262025
Selling, general and administrative expense$13.6$14.5$43.9$49.7
Cost of sales1.81.05.03.5
Research and development expense0.50.71.72.1
Total share-based compensation expense$15.9$16.2$50.6$55.3
Related income tax benefit$2.0$1.8$6.8$7.5

Market-based award

During the three months ended January 31, 2026, the Company granted 78,286 restricted stock units to selected key employees which vest over approximately three years and are earned based on the Company's total shareholder return (TSR) relative to a designated peer group over a three-year performance period. The TSR metric is considered a market condition. The Company measured the fair value of such awards on the grant date using Monte Carlo simulation, incorporating valuation inputs including (a) simulation term of 2.9 years, (b) risk-free interest rate of 3.6%, (c) historical volatility of 29.2%, and (d) dividend yield of 0%. The grant-date fair value of the TSR award was $116.05 per share. The performance shares ultimately earned will range from zero to 200% of the target number of shares.

We recognize compensation expense ratably over the requisite service period regardless of actual TSR achievement. As of July 31, 2026, there was $7.2 million of total unrecognized compensation cost related to unvested TSR award, which is expected to be recognized over a remaining weighted-average period of 2.5 years.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Note 8. Stockholders' Equity

Analysis of Changes in Accumulated Other Comprehensive Loss:

(In millions)Foreign Currency Translation AdjustmentMinimum Pension LiabilityDerivative InstrumentsTotal
Balance at October 31, 2024$(461.7)$(4.9)$44.9$(421.7)
Gross change in value47.3—(23.4)23.9
Tax effect——5.75.7
Balance at July 31, 2025$(414.4)$(4.9)$27.2$(392.1)
Balance at October 31, 2025$(426.2)$1.7$18.0$(406.5)
Gross change in value28.4—(6.7)21.7
Tax effect——1.61.6
Balance at July 31, 2026$(397.8)$1.7$12.9$(383.2)

Share Repurchases

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 July 31, 2026, $521.7 million remains authorized for repurchase. Subsequent to the fiscal quarter ended July 31, 2026, the Company's Board of Directors approved an additional increase in the share repurchase authorization. Refer to Note 12. Subsequent Event for additional information.

During the three and nine months ended July 31, 2026, the Company repurchased 4.9 million and 6.2 million shares of its common stock for $339.1 million and $444.7 million, at a weighted average price of $69.16 and $71.69 per share, respectively. During the three and nine months ended July 31, 2025, the Company repurchased 0.7 million and 1.2 million shares of its common stock for $52.2 million and $92.8 million, at a weighted average price of $71.97 and $73.51 per share, respectively.

Note 9. Contingencies and Commitments

The Company is involved in various lawsuits, claims and other legal matters from time to time that arise in the ordinary course of conducting business, including matters involving our products, intellectual property, supplier relationships, distributors, competitor relationships, employees and other matters. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal fees are expensed as incurred.

The Company has been in a dispute with HM Revenue & Customs (HMRC) relating to payroll tax withholding matters on the consideration paid to company founders in the acquisition of the Sauflon Group in 2014 before the U.K. First-tier Tribunal (FTT). The FTT issued a decision on March 2, 2026 that largely supports HMRC’s position that the Company had failed to properly withhold payroll taxes with respect to a portion of the consideration paid by the Company in the Sauflon acquisition.

The Company believes the FTT’s decision was incorrect and is in the process of appealing the FTT’s decision. Although the Company does not believe that a loss is probable, an adverse outcome is reasonably possible. 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. Because the ultimate outcome of the matter remains uncertain as of the issuance date of the financial statements included in this report, the Company has not recorded any liability in its financial statements.

In December 2023, CooperSurgical initiated a voluntary recall of three specific lots of CooperSurgical’s LifeGlobalTM global® embryo culture media that it had produced. Subsequently, claims and lawsuits in various U.S. and international jurisdictions were brought by individuals who generally allege that they suffered damages associated with the use of the recalled product, including claims of embryo loss or reduced embryo viability.

Between December 2023 and mid-March 2026, the Company resolved a significant number of claims and lawsuits through settlements. The Company recorded an immaterial accrual in the first quarter of fiscal 2024, related to insurance deductibles and other additional costs. Based on historical settlement experience and other considerations, the Company believed a material loss was not probable and that there was no reasonable basis to estimate aggregate losses in excess of historical settlement levels after taking into account available insurance coverage.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Subsequently, the Company identified developments, including the procedural acceleration of multiple litigated cases, receipt of additional claimant information, updated damage valuation analysis, and significantly increased projected defense and expert costs. This resulted in reassessment of exposure. As of June 5, 2026, more than 140 lawsuits were filed, including three putative class actions, none of which has been certified, and over 1,500 claimants have been proffered to the Company. Based on these developments, management concluded that a loss was probable and reasonably estimable, particularly with respect to potential exposure exceeding available insurance coverage.

For the nine months ended July 31, 2026, the net impact to the consolidated statements of operations to resolve outstanding claims was $272.0 million, consisting of $325.8 million accrued litigation liability, partially offset by $53.8 million of insurance recoveries, of which $0.4 million was recognized during the three months ended July 31, 2026. The net amount was recorded within Selling, General and Administrative expense. In July 2026, $10.0 million of the liability was settled directly by insurance. In August 2026, $306.8 million was paid to plaintiffs in settlement of substantially all of the claims, of which $43.8 million was paid directly by insurance. The settlement amounts were consistent with the Company's accrued litigation liability and related insurance recovery estimates recorded as of July 31, 2026.

As of July 31, 2026, the Company entered into additional leases that have not yet commenced in order to expand manufacturing as well as research and development capacity. The undiscounted lease payments are estimated at $140.2 million for leases that will commence starting in the fourth quarter of fiscal 2026 through second quarter of fiscal 2027, with initial terms ranging from 20 to 24 years.

Note 10. Business Segment Information

The Company discloses information about its operating segments, which were established based on the way that our Chief Operating Decision Maker (CODM) organizes segments within the Company for making operating decisions and assessing financial performance. Our CODM is our Chief Executive Officer. The Company's two operating segments are described below.

*•*CooperVision. Competes in the worldwide contact lens market by developing, manufacturing and marketing a broad range of products for contact lens wearers, featuring advanced materials and optics.

  • CooperSurgical. Competes in the fertility and women's health care market through its diversified portfolio of products and services, including fertility products and services, medical devices, cryostorage (such as cord blood and cord tissue storage) and contraception.

The CODM uses operating income, as presented in our financial reports, as the primary measure of segment profitability to assess the performance of the segments and make decisions on resource allocation across segments. The CODM evaluates segment operating income on a quarterly basis by comparing actual results to forecasted amounts and historical performance. These evaluations, supported by discussions with the leadership team responsible for managing the operations of each reportable segment, are used to assess segment results, monitor operating trends, and support decisions regarding the allocation of resources and consideration of investment opportunities. The Company does not allocate costs from corporate functions to segment operating income. The Company uses the same accounting policies to generate segment results as it does for consolidated results.

The following tables present revenue and other financial information by reportable segment:

Segment information:

Periods Ended July 31,Three MonthsNine Months
(In millions)2026202520262025
CooperVision net sales by category:
Toric and multifocal$363.8$358.8$1,079.9$1,006.6
Sphere, other353.2359.61,055.71,027.5
Total CooperVision net sales$717.0$718.4$2,135.6$2,034.1
CooperSurgical net sales by category:
Office and surgical$208.0$204.8$624.6$609.5
Fertility141.2137.1411.6383.7
Total CooperSurgical net sales349.2341.91,036.2993.2
Total net sales$1,066.2$1,060.3$3,171.8$3,027.3

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

(In millions)CooperVisionCooperSurgicalCorporate (1)Consolidated
Three Months Ended July 31, 2026
Net sales$717.0$349.2$—$1,066.2
Cost of sales240.4113.9—354.3
Selling, general and administrative expense244.6132.124.6401.3
Research and development expense22.319.3—41.6
Amortization of intangibles4.242.8—47.0
Operating income (loss)$205.5$41.1$(24.6)$222.0
Interest expense21.5
Other (income) expense, net(1.3)
Income before income taxes$201.8
Depreciation expense$40.9$6.7$—$47.6
Capital expenditures$60.4$8.3$—$68.7
As of July 31, 2026
Identifiable assets$7,915.1$4,542.7$215.6$12,673.4
Three Months Ended July 31, 2025
Net sales$718.4$341.9$—$1,060.3
Cost of sales238.3130.0—368.3
Selling, general and administrative expense248.1150.922.7421.7
Research and development expense24.320.3—44.6
Amortization of intangibles5.144.9—50.0
Operating income (loss)$202.6$(4.2)$(22.7)$175.7
Interest expense25.4
Other (income) expense, net(1.6)
Income before income taxes$151.9
Depreciation expense$39.0$6.7$—$45.7
Capital expenditures$86.4$10.5$—$96.9
As of October 31, 2025
Identifiable assets$7,604.4$4,619.3$171.1$12,394.8

(1) Corporate selling, general and administrative (SGA) expense is not allocated to the segments.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

(In millions)CooperVisionCooperSurgicalCorporate (1)Consolidated
Nine Months Ended July 31, 2026
Net sales$2,135.6$1,036.2$—$3,171.8
Cost of sales690.6338.7—1,029.3
Selling, general and administrative expense734.4662.970.41,467.7
Research and development expense66.861.6—128.4
Amortization of intangibles12.5130.1—142.6
Operating income (loss)$631.3$(157.1)$(70.4)$403.8
Interest expense64.8
Other (income) expense, net(6.6)
Income before income taxes$345.6
Depreciation expense$123.3$19.7$—$143.0
Capital expenditures$231.2$26.1$—$257.3
Nine Months Ended July 31, 2025
Net sales$2,034.1$993.2$—$3,027.3
Cost of sales658.9337.1—996.0
Selling, general and administrative expense714.9423.670.11,208.6
Research and development expense72.458.4—130.8
Amortization of intangibles15.0134.4—149.4
Operating income (loss)$572.9$39.7$(70.1)$542.5
Interest expense75.6
Other (income) expense, net17.2
Income before income taxes$449.7
Depreciation expense$111.4$18.7$—$130.1
Capital expenditures$231.4$33.0$—$264.4

(1) Corporate SGA expense is not allocated to the segments.

Geographic information:

Periods Ended July 31,Three MonthsNine Months
(In millions)2026202520262025
Net sales to unaffiliated customers by country of domicile:
United States$519.5$516.2$1,581.2$1,527.8
Europe357.5343.11,025.5922.5
Rest of world189.2201.0565.1577.0
Total$1,066.2$1,060.3$3,171.8$3,027.3
(In millions)July 31, 2026October 31, 2025
Net property, plant and equipment by country of domicile:
United States$1,439.1$1,389.4
Europe452.6429.1
Rest of world253.2263.5
Total$2,144.9$2,082.0

Note 11. Financial Derivatives and Hedging

As of July 31, 2026, the notional amount of outstanding foreign currency forward contracts was $36.3 million. The resulting impact on our Consolidated Financial Statements from currency hedging activities was not significant for the three and nine months ended July 31, 2026 and July 31, 2025.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

As of July 31, 2026, the Company has five interest rate swap contracts that have a total notional amount of $1.3 billion and remaining maturities of less than two years.

The following table summarizes the amounts recognized with respect to our derivative instruments within the accompanying Consolidated Condensed Statements of Income and Comprehensive Income:

Periods Ended July 31,Three MonthsNine Months
(In millions)2026202520262025
Derivatives designated as cash flow hedgesLocation of (Gain)/Loss Recognized on Derivatives
Interest rate swap contractsInterest expense$(5.4)$(8.1)$(16.9)$(28.2)

The cumulative pre-tax impact of the gain on derivatives designated for hedge accounting is recognized in "Accumulated other comprehensive loss". The following table details the changes in the cumulative pre-tax impact of the gain on derivatives designated for hedge accounting:

Periods Ended July 31,Three MonthsNine Months
(In millions)2026202520262025
Beginning balance gain$18.9$31.0$23.7$59.2
Amount recognized in accumulated other comprehensive income on interest rate swap contracts, gross3.512.910.24.8
Amount reclassified from accumulated other comprehensive income into earnings, gross(5.4)(8.1)(16.9)(28.2)
Ending balance gain$17.0$35.8$17.0$35.8

The amount recognized in other comprehensive income on interest rate swap contracts was $2.7 million and $7.8 million, net of tax, for the three and nine months ended July 31, 2026, respectively, and $9.9 million and $3.6 million, net of tax, for the three and nine months ended July 31, 2025, respectively.

The amount reclassified from other comprehensive income into earnings was $(4.2) million and $(12.9) million, net of tax, for the three and nine months ended July 31, 2026, respectively, and $(6.0) million and $(21.3) million, net of tax, for the three and nine months ended July 31, 2025, respectively.

Refer to Note 8. Stockholders' Equity for amounts presented net of the related tax impact in "Accumulated other comprehensive loss."

The Company expects that $(16.8) million recorded as a component of "Accumulated other comprehensive loss" will be realized in the Consolidated Condensed Statements of Income over the next twelve months and the amount will vary depending on prevailing interest rates.

Note 12. Subsequent Event

In September 2026, the Company's Board of Directors approved an increase of $1.0 billion under the Company's 2012 Share Repurchase Program, increasing the total authorization to $3.0 billion. As of the date of approval, approximately $1.5 billion remains authorized for repurchase.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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