The Cooper Companies Inc.
03/06/2026 | Press release | Distributed by Public on 03/06/2026 15:12
Quarterly Report for Quarter Ending January 31, 2026 (Form 10-Q)
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)
_____________________________________________________________
| 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 |
☐
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| Non-accelerated filer |
☐
|
Smaller reporting company |
☐
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| Emerging growth company |
☐
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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
|
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| Item 1. |
Unaudited Financial Statements
|
|||||||
|
Consolidated Condensed Statements of Income and Comprehensive Income
|
3
|
|||||||
|
Consolidated Condensed Balance Sheets
|
4
|
|||||||
|
Consolidated Condensed Statements of Stockholders' Equity
|
5
|
|||||||
|
Consolidated Condensed Statements of Cash Flows
|
6
|
|||||||
|
Notes to Consolidated Condensed Financial Statements
|
7
|
|||||||
| Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
16
|
||||||
| Item 3. |
Quantitative and Qualitative Disclosure About Market Risk
|
26
|
||||||
| Item 4. |
Controls and Procedures
|
26
|
||||||
| PART II. |
OTHER INFORMATION
|
|||||||
| Item 1. |
Legal Proceedings
|
27
|
||||||
| Item 1A. |
Risk Factors
|
27
|
||||||
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds
|
27
|
||||||
| Item 3. |
Defaults Upon Senior Securities
|
27
|
||||||
| Item 4. |
Mine Safety Disclosures
|
27
|
||||||
| Item 5. |
Other Information
|
27
|
||||||
| Item 6. |
Exhibits
|
28
|
||||||
|
Signatures
|
29
|
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2
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 | |||||||||||
| 2026 | 2025 | ||||||||||
| Net sales | $ | 1,024.1 | $ | 964.7 | |||||||
| Cost of sales | 328.9 | 304.5 | |||||||||
| Gross profit | 695.2 | 660.2 | |||||||||
| Selling, general and administrative expense | 390.2 | 387.9 | |||||||||
| Research and development expense | 44.3 | 40.7 | |||||||||
| Amortization of intangibles | 47.9 | 49.6 | |||||||||
| Operating income | 212.8 | 182.0 | |||||||||
| Interest expense | 22.4 | 26.0 | |||||||||
| Other (income) expense, net | (1.8) | 2.7 | |||||||||
| Income before income taxes | 192.2 | 153.3 | |||||||||
|
Provision for income taxes (Note 5)
|
61.4 | 49.0 | |||||||||
| 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: | |||||||||||
| Basic | 195.8 | 199.7 | |||||||||
| Diluted | 196.7 | 201.2 | |||||||||
| Other comprehensive income, net of tax: | |||||||||||
| Cash flow hedges | $ | (4.0) | $ | (2.0) | |||||||
| Foreign currency translation adjustment | 76.5 | (66.7) | |||||||||
| Comprehensive income | $ | 203.3 | $ | 35.6 | |||||||
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
3
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(In millions, except per share data)
(Unaudited)
| January 31, 2026 | October 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, 2025
|
807.1 | 829.0 | |||||||||
|
Inventories (Note 2)
|
876.4 | 846.0 | |||||||||
| Prepaid expense and other current assets | 325.4 | 320.8 | |||||||||
| Total current assets | 2,133.8 | 2,106.4 | |||||||||
| Property, plant and equipment, net | 2,116.7 | 2,082.0 | |||||||||
| Goodwill | 3,905.4 | 3,853.4 | |||||||||
|
Other intangibles, net (Note 3)
|
1,541.6 | 1,586.3 | |||||||||
| Deferred tax assets | 2,038.3 | 2,077.5 | |||||||||
| Other assets | 688.4 | 689.2 | |||||||||
| Total assets | $ | 12,424.2 | $ | 12,394.8 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
|
Short-term debt (Note 4)
|
$ | 620.7 | $ | 47.8 | |||||||
| Accounts payable | 225.8 | 300.4 | |||||||||
| Employee compensation and benefits | 209.6 | 210.6 | |||||||||
|
Deferred revenue (Note 2)
|
129.9 | 127.9 | |||||||||
| Other current liabilities | 409.7 | 426.1 | |||||||||
| Total current liabilities | 1,595.7 | 1,112.8 | |||||||||
|
Long-term debt (Note 4)
|
1,879.0 | 2,457.5 | |||||||||
| Deferred tax liabilities | 96.3 | 93.3 | |||||||||
| Long-term tax payable | 5.6 | 7.5 | |||||||||
|
Deferred revenue
|
206.4 | 201.8 | |||||||||
| Other liabilities | 277.2 | 282.8 | |||||||||
| Total liabilities | 4,060.2 | 4,155.7 | |||||||||
|
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, 2025
|
21.8 | 21.8 | |||||||||
| Additional paid-in capital | 1,987.1 | 1,975.5 | |||||||||
| Accumulated other comprehensive loss | (334.0) | (406.5) | |||||||||
| Retained earnings | 7,774.1 | 7,643.3 | |||||||||
|
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' equity | 8,363.8 | 8,238.9 | |||||||||
| Noncontrolling interests | 0.2 | 0.2 | |||||||||
|
Stockholders' equity (Note 8)
|
8,364.0 | 8,239.1 | |||||||||
| Total liabilities and stockholders' equity | $ | 12,424.2 | $ | 12,394.8 | |||||||
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
4
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Stockholders' Equity
(In millions, unaudited)
| Common Shares | Treasury Stock | Additional Paid-In Capital |
Accumulated Other Comprehensive Loss |
Retained Earnings | Treasury Stock | Noncontrolling Interests |
Total Stockholders' Equity |
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at October 31, 2024 | 199.6 | $ | 19.9 | 17.6 | $ | 1.8 | $ | 1,921.0 | $ | (421.7) | $ | 7,268.4 | $ | (706.0) | $ | 0.2 | $ | 8,083.6 | |||||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | - | 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 plan | 0.3 | - | - | - | (11.0) | - | - | 1.0 | - | (10.0) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | - | - | - | - | 18.3 | - | - | - | - | 18.3 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 31, 2025 | 199.9 | $ | 19.9 | 17.6 | $ | 1.8 | $ | 1,928.3 | $ | (490.4) | $ | 7,372.7 | $ | (705.0) | $ | 0.2 | $ | 8,127.5 | |||||||||||||||||||||||||||||||||||||||||
|
Balance at October 31, 2025
|
195.9 | $ | 20.0 | 21.7 | $ | 1.8 | $ | 1,975.5 | $ | (406.5) | $ | 7,643.3 | $ | (995.2) | $ | 0.2 | $ | 8,239.1 | |||||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | - | 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 plan | 0.3 | - | - | - | (7.6) | - | - | 2.9 | - | (4.7) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | - | - | - | - | 19.2 | - | - | - | - | 19.2 | |||||||||||||||||||||||||||||||||||||||||||||||||
|
Stock repurchase
|
(1.1) | - | 1.1 | - | - | - | - | (92.9) | - | (92.9) | |||||||||||||||||||||||||||||||||||||||||||||||||
|
Balance at January 31, 2026
|
195.1 | $ | 20.0 | 22.8 | $ | 1.8 | $ | 1,987.1 | $ | (334.0) | $ | 7,774.1 | $ | (1,085.2) | $ | 0.2 | $ | 8,364.0 | |||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
5
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
Three Months Ended January 31,
(In millions, unaudited)
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 130.8 | $ | 104.3 | |||||||
| Depreciation and amortization | 95.5 | 91.0 | |||||||||
| Settlement of contingent consideration | (0.5) | - | |||||||||
| Net changes in operating capital | (36.1) | (75.6) | |||||||||
| Deferred income taxes | 43.6 | 34.6 | |||||||||
| Other non-cash items | 27.6 | 36.3 | |||||||||
| Net cash provided by operating activities | 260.9 | 190.6 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property, plant and equipment | (102.2) | (89.4) | |||||||||
| Acquisitions of businesses and assets, net of cash acquired, and other | (0.7) | (7.4) | |||||||||
| Net cash used in investing activities | (102.9) | (96.8) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from long-term debt, net of issuance costs | 875.4 | 670.3 | |||||||||
| Repayments of long-term debt | (904.2) | (729.5) | |||||||||
|
Acquisition installment payment
|
(44.5) | (47.1) | |||||||||
| Net proceeds from short-term debt | 22.0 | 16.0 | |||||||||
| Net payments related to share-based compensation awards | (6.7) | (8.5) | |||||||||
| Repurchase of common stock | (92.5) | - | |||||||||
| Issuance of common stock for employee stock purchase plan | 3.9 | 2.2 | |||||||||
| Settlement of contingent consideration | (1.3) | - | |||||||||
| Net cash used in financing activities | (147.9) | (96.6) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 4.3 | (3.9) | |||||||||
|
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
14.4 | (6.7) | |||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 110.6 | 107.7 | |||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 125.0 | $ | 101.0 | |||||||
| Reconciliation of cash flow information: | |||||||||||
| Cash and cash equivalents | $ | 124.9 | $ | 100.9 | |||||||
| Restricted cash included in other current assets | 0.1 | 0.1 | |||||||||
| Total cash, cash equivalents, and restricted cash | $ | 125.0 | $ | 101.0 | |||||||
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
6
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
7
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 consolidated financial statements and 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) | January 31, 2026 | October 31, 2025 | |||||||||
| Raw materials | $ | 180.0 | $ | 193.1 | |||||||
| Work-in-process | 24.1 | 19.9 | |||||||||
| Finished goods | 672.3 | 633.0 | |||||||||
| Total inventories | $ | 876.4 | $ | 846.0 | |||||||
Deferred revenue
The Company recognized revenue of approximately $32.0 million and $32.5 million for the three months ended January 31, 2026 and 2025, respectively, that was included in the deferred revenue balance at October 31, 2025 and October 31, 2024.
Note 3. Intangible Assets
Intangible assets consisted of the following:
| January 31, 2026 | October 31, 2025 | ||||||||||||||||||||||
| (In millions) |
Gross Carrying Amount |
Accumulated Amortization |
Gross Carrying Amount |
Accumulated Amortization |
|||||||||||||||||||
| Intangible assets with definite lives: | |||||||||||||||||||||||
| Customer relationships | $ | 1,143.2 | $ | 487.8 | $ | 1,137.6 | $ | 469.3 | |||||||||||||||
|
Composite intangible assets (1)
|
1,101.7 | 589.2 | 1,101.7 | 570.7 | |||||||||||||||||||
| Technology | 684.1 | 425.7 | 683.4 | 415.3 | |||||||||||||||||||
| Trademarks | 203.2 | 105.9 | 202.5 | 102.3 | |||||||||||||||||||
| License and distribution rights and other | 44.5 | 27.6 | 44.5 | 26.9 | |||||||||||||||||||
| 3,176.7 | $ | 1,636.2 | 3,169.7 | $ | 1,584.5 | ||||||||||||||||||
| Less: accumulated amortization and translation | 1,636.2 | 1,584.5 | |||||||||||||||||||||
| Intangible assets with definite lives, net | 1,540.5 | 1,585.2 | |||||||||||||||||||||
|
Intangible assets with indefinite lives, net (2)
|
1.1 | 1.1 | |||||||||||||||||||||
| Total other intangibles, net | $ | 1,541.6 | $ | 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.
8
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
Balances include foreign currency translation adjustments.
As of January 31, 2026, the estimate of future amortization expenses for intangible assets with definite lives is as follows:
| Fiscal Years: | (In millions) | ||||
| Remainder of 2026 | $ | 141.4 | |||
| 2027 | 174.8 | ||||
| 2028 | 170.2 | ||||
| 2029 | 166.0 | ||||
| 2030 | 161.6 | ||||
| Thereafter | 726.5 | ||||
| Total remaining amortization for intangible assets with definite lives | $ | 1,540.5 | |||
There was no material impairment of goodwill or intangible assets recorded in the three months ended January 31, 2026.
Note 4. Financing Arrangements
The Company had outstanding debt as follows:
| (In millions) | January 31, 2026 | October 31, 2025 | |||||||||
|
Term loans
|
$ | 550.0 | $ | - | |||||||
|
Other
|
70.1 | 47.1 | |||||||||
|
Short-term debt, excluding financing leases
|
620.1 | 47.1 | |||||||||
| Financing lease liabilities | 0.6 | 0.7 | |||||||||
| Short-term debt | $ | 620.7 | $ | 47.8 | |||||||
| Revolving credit | $ | 927.7 | $ | 956.3 | |||||||
| Term loans | 950.0 | 1,500.0 | |||||||||
| Other | 0.2 | 0.2 | |||||||||
| Less: unamortized debt issuance cost | (0.6) | (0.8) | |||||||||
| Long-term debt, excluding financing leases | 1,877.3 | 2,455.7 | |||||||||
| Financing lease liabilities | 1.7 | 1.8 | |||||||||
| Long-term debt | $ | 1,879.0 | $ | 2,457.5 | |||||||
| Total debt | $ | 2,499.7 | $ | 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 January 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.
9
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
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 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 January 31, 2026, the Company had $927.7 million outstanding under the 2024 Revolving Credit Facility and the weighted-average interest rate on the 2024 Revolving Credit Facility was 4.78%.
Subsequent to the fiscal quarter ended January 31, 2026, the Company entered into Amendment No. 1 to the 2024 Credit Agreement. Refer to Note 12. Subsequent Events for additional information.
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 January 31, 2026, the Company had $1,500.0 million outstanding under the 2021 Term Loan Facility and the interest rate was 4.67%.
Subsequent to the fiscal quarter ended January 31, 2026, the Company entered into Amendment No. 3 to the 2021 Credit Agreement. Refer to Note 12. Subsequent Events for additional information.
Note 5. 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.
Note 6. Earnings Per Share
| Periods Ended January 31, | Three Months | ||||||||||
| (In millions, except per share amounts) | 2026 | 2025 | |||||||||
| Net income | $ | 130.8 | $ | 104.3 | |||||||
| Basic: | |||||||||||
| Weighted-average common shares | 195.8 | 199.7 | |||||||||
| Basic earnings per share | $ | 0.67 | $ | 0.52 | |||||||
| Diluted: | |||||||||||
| Weighted-average common shares | 195.8 | 199.7 | |||||||||
| Effect of dilutive stock plans | 0.9 | 1.5 | |||||||||
| Diluted weighted-average common shares | 196.7 | 201.2 | |||||||||
| Diluted earnings per share | $ | 0.66 | $ | 0.52 | |||||||
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 January 31, | Three Months | ||||||||||
| (In thousands, except exercise prices) | 2026 | 2025 | |||||||||
| Stock option shares excluded | 1,481 | 784 | |||||||||
| Exercise prices |
$78.51 - $101.54
|
$82.46 - $101.54
|
|||||||||
| Restricted stock units excluded | 350 | 2 | |||||||||
10
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
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 January 31, | Three Months | ||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Selling, general and administrative expense | $ | 17.1 | $ | 16.7 | |||||||
| Cost of sales | 1.5 | 1.3 | |||||||||
| Research and development expense | 0.6 | 0.8 | |||||||||
| Total share-based compensation expense | $ | 19.2 | $ | 18.8 | |||||||
| Related income tax benefit | $ | 2.5 | $ | 2.9 | |||||||
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% (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 January 31, 2026, there was $8.7 million of total unrecognized compensation cost related to unvested TSR award, which is expected to be recognized over a remaining weighted-average period of 3.0 years.
Note 8. Stockholders' Equity
Analysis of Changes in Accumulated Other Comprehensive Loss:
| (In millions) | Foreign Currency Translation Adjustment | Minimum Pension Liability | Derivative Instruments | Total | |||||||||||||||||||
| Balance at October 31, 2024 | $ | (461.7) | $ | (4.9) | $ | 44.9 | $ | (421.7) | |||||||||||||||
| Gross change in value | (66.7) | - | (2.5) | (69.2) | |||||||||||||||||||
| Tax effect | - | - | 0.5 | 0.5 | |||||||||||||||||||
| Balance at January 31, 2025 | $ | (528.4) | $ | (4.9) | $ | 42.9 | $ | (490.4) | |||||||||||||||
| Balance at October 31, 2025 | $ | (426.2) | $ | 1.7 | $ | 18.0 | $ | (406.5) | |||||||||||||||
| Gross change in value | 76.5 | - | (5.3) | 71.2 | |||||||||||||||||||
| Tax effect | - | - | 1.3 | 1.3 | |||||||||||||||||||
| Balance at January 31, 2026 | $ | (349.7) | $ | 1.7 | $ | 14.0 | $ | (334.0) | |||||||||||||||
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 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.
11
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
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 related to 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 intends to appeal 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, the Company has not recorded any liability reserves in its financial statements.
As of January 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 third quarter of fiscal 2026, 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 January 31, | Three Months | ||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| CooperVision net sales by category: | |||||||||||
| Toric and multifocal | $ | 351.2 | $ | 319.4 | |||||||
| Sphere, other | 343.9 | 326.7 | |||||||||
| Total CooperVision net sales | $ | 695.1 | $ | 646.1 | |||||||
| CooperSurgical net sales by category: | |||||||||||
| Office and surgical | $ | 202.4 | $ | 198.9 | |||||||
| Fertility | 126.6 | 119.7 | |||||||||
| Total CooperSurgical net sales | 329.0 | 318.6 | |||||||||
| Total net sales | $ | 1,024.1 | $ | 964.7 | |||||||
12
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
| (In millions) | CooperVision | CooperSurgical |
Corporate (1)
|
Consolidated | |||||||||||||||||||
| Three Months Ended January 31, 2026 | |||||||||||||||||||||||
| Net sales | $ | 695.1 | $ | 329.0 | $ | - | $ | 1,024.1 | |||||||||||||||
| Cost of sales | 220.8 | 108.1 | - | 328.9 | |||||||||||||||||||
| Selling, general and administrative expense | 237.6 | 128.4 | 24.2 | 390.2 | |||||||||||||||||||
| Research and development expense | 22.4 | 21.9 | - | 44.3 | |||||||||||||||||||
| Amortization expense | 4.1 | 43.8 | - | 47.9 | |||||||||||||||||||
| Operating income (loss) | $ | 210.2 | $ | 26.8 | $ | (24.2) | $ | 212.8 | |||||||||||||||
| Interest expense | 22.4 | ||||||||||||||||||||||
|
Other expense (income), net
|
(1.8) | ||||||||||||||||||||||
| Income before income taxes | $ | 192.2 | |||||||||||||||||||||
| Depreciation expense | $ | 41.1 | $ | 6.5 | $ | - | $ | 47.6 | |||||||||||||||
| Capital expenditures | $ | 94.2 | $ | 8.0 | $ | - | $ | 102.2 | |||||||||||||||
|
As of January 31, 2026
|
|||||||||||||||||||||||
| Identifiable assets | $ | 7,655.7 | $ | 4,584.6 | $ | 183.9 | $ | 12,424.2 | |||||||||||||||
| Three Months Ended January 31, 2025 | |||||||||||||||||||||||
| Net sales | $ | 646.1 | $ | 318.6 | $ | - | $ | 964.7 | |||||||||||||||
| Cost of sales | 205.0 | 99.5 | - | 304.5 | |||||||||||||||||||
| Selling, general and administrative expense | 229.9 | 135.9 | 22.1 | 387.9 | |||||||||||||||||||
| Research and development expense | 22.5 | 18.2 | - | 40.7 | |||||||||||||||||||
| Amortization expense | 4.8 | 44.8 | - | 49.6 | |||||||||||||||||||
| Operating income (loss) | $ | 183.9 | $ | 20.2 | $ | (22.1) | $ | 182.0 | |||||||||||||||
| Interest expense | 26.0 | ||||||||||||||||||||||
|
Other expense (income), net
|
2.7 | ||||||||||||||||||||||
| Income before income taxes | $ | 153.3 | |||||||||||||||||||||
| Depreciation expense | $ | 35.3 | $ | 6.1 | $ | - | $ | 41.4 | |||||||||||||||
| Capital expenditures | $ | 75.6 | $ | 13.8 | $ | - | $ | 89.4 | |||||||||||||||
|
As of October 31, 2025
|
|||||||||||||||||||||||
| Identifiable assets | $ | 7,604.4 | $ | 4,619.3 | $ | 171.1 | $ | 12,394.8 | |||||||||||||||
(1) Corporate SGA expenses are not allocated to the segments.
Geographic information:
| Periods Ended January 31, | Three Months | ||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Net sales to unaffiliated customers by country of domicile: | |||||||||||
| United States | $ | 513.9 | $ | 496.4 | |||||||
| Europe | 326.4 | 287.5 | |||||||||
| Rest of world | 183.8 | 180.8 | |||||||||
| Total | $ | 1,024.1 | $ | 964.7 | |||||||
| (In millions) | January 31, 2026 | October 31, 2025 | |||||||||
| Net property, plant and equipment by country of domicile: | |||||||||||
| United States | $ | 1,406.0 | $ | 1,389.4 | |||||||
| Europe | 449.0 | 429.1 | |||||||||
| Rest of world | 261.7 | 263.5 | |||||||||
| Total | $ | 2,116.7 | $ | 2,082.0 | |||||||
13
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
Note 11. Financial Derivatives and Hedging
As of January 31, 2026, the notional amount of outstanding foreign currency forward contracts was $29.9 million. The resulting impact on our Consolidated Financial Statements from currency hedging activities was not significant for the three months ended January 31, 2026 and January 31, 2025.
As of January 31, 2026, the Company has eight interest rate swap contracts that have a total notional amount of $1.6 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 January 31, | Three Months | ||||||||||||||||
| (In millions) | 2026 | 2025 | |||||||||||||||
| Derivatives designated as cash flow hedges | Location of (Gain)/Loss Recognized on Derivatives | ||||||||||||||||
| Interest rate swap contracts | Interest expense (income) | $ | (6.2) | $ | (11.0) | ||||||||||||
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 January 31, | Three Months | |||||||||||||
| (In millions) | 2026 | 2025 | ||||||||||||
| Beginning balance gain | $ | 23.7 | $ | 59.2 | ||||||||||
|
Amount recognized in accumulated other comprehensive income on interest rate swap contracts, gross
|
0.9 | 9.0 | ||||||||||||
|
Amount reclassified from accumulated other comprehensive income into earnings, gross
|
(6.2) | (11.0) | ||||||||||||
|
Ending balance gain
|
$ | 18.4 | $ | 57.2 | ||||||||||
The amount recognized in other comprehensive income on interest rate swap contracts was $0.7 million and $6.9 million, net of tax effect, for the three months ended January 31, 2026 and 2025, respectively.
The amount reclassified from other comprehensive income into earnings was $(4.7) million and $(8.4) million, net of tax, for the three months ended January 31, 2026 and 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 $(18.1) 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 Events
Amendment No.3 to the 2021 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
14
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
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.
Accordingly, we classified $950.0 million of the 2021 Credit Agreement loan amount as long-term and the remaining $550.0 million as short-term on our Consolidated Condensed Balance Sheet as of January 31, 2026.
Amendment No.1 to the 2024 Credit Agreement
On February 3, 2026, in connection with the Company's entry into Amendment No.3 to the 2021 Credit Agreement, the Company also 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.
Non-Income Tax Matters
On March 2, 2026, 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. 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.
Refer to Note 9 - Commitments and Contingencies for additional information.
15
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Note numbers refer to "Notes to Consolidated Condensed Financial Statements" in Item 1. Unaudited Financial Statements.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These include statements relating to plans, prospects, goals, strategies, future actions, events or performance and other statements which are other than statements of historical fact, including: statements regarding the expected impact of global macroeconomic conditions, and statements regarding acquisitions (including the acquired companies' financial position, market position, product development and business strategy, expected cost synergies, expected timing and benefits of the transaction, difficulties in integrating entities or operations, as well as estimates of our and the acquired entities' future expenses, sales and earnings per share) that are forward-looking. In addition, all statements regarding anticipated growth in our net sales, anticipated effects of any product recalls, anticipated market conditions, planned product launches, restructuring or business transition expectations, regulatory plans, and expected results of operations and integration of any acquisition are forward-looking. To identify these statements, look for words like "believes," "outlook," "probable," "expects," "may," "will," "should," "could," "seeks," "intends," "plans," "estimates" or "anticipates" and similar words or phrases. Forward-looking statements necessarily depend on assumptions, data or methods that may be incorrect or imprecise and are subject to risks and uncertainties. Among the factors that could cause our actual results and future actions to differ materially from those described in forward-looking statements are:
•Adverse changes in the global or regional general business, political and economic conditions, including the impact of continuing uncertainty and instability of certain countries, man-made or natural disasters and pandemic conditions, that could adversely affect our global markets, and the potential adverse economic impact and related uncertainty caused by these items.
•The impact of international conflicts, including the ongoing conflict in the Middle East, and the global response to international conflicts on the global and local economy, financial markets, energy markets, currency rates and our ability to supply product to, or through, or around, affected countries.
•Our substantial and expanding international operations and the challenges of managing an organization spread throughout multiple countries and complying with a variety of legal, compliance and regulatory requirements.
•The actual imposition or threats of tariffs, customs duties and fees by the U.S. government and other nations in response and other retaliatory actions, such as trade protection measures, import or export licensing requirements, new or different customs duties, trade embargoes and sanctions and other trade barriers, as well as the impact of the Company's efforts to mitigate the effects of such tariffs or similar measures.
•Foreign currency exchange rate and interest rate fluctuations including the risk of fluctuations in the value of foreign currencies or interest rates that would decrease our net sales and earnings.
•Our existing and future variable rate indebtedness and associated interest expense is impacted by rate increases, which could adversely affect our financial health or limit our ability to borrow additional funds.
•Changes in tax laws, examinations by tax authorities, and changes in our geographic composition of income.
•Acquisition-related adverse effects including the failure to successfully achieve the anticipated net sales, margins and earnings benefits of acquisitions, integration delays or costs and the requirement to record significant adjustments to the preliminary fair value of assets acquired and liabilities assumed within the measurement period, required regulatory approvals for an acquisition not being obtained or being delayed or subject to conditions that are not anticipated, adverse impacts of changes to accounting controls and reporting procedures, contingent liabilities or indemnification obligations, increased leverage and lack of access to available financing (including financing for the acquisition or refinancing of debt owed by us on a timely basis and on reasonable terms).
•Compliance costs and potential liability in connection with U.S. and foreign laws and health care regulations pertaining to privacy and security of personal information, such as the Health Insurance Portability and Accountability Act of 1996 and the California Consumer Privacy Act in the U.S. and the General Data Protection Regulation requirements in Europe, including but not limited to those resulting from data security breaches.
•A major disruption in the operations of our manufacturing, accounting and financial reporting, research and development, distribution facilities or raw material supply chain due to challenges associated with integration of acquisitions, man-made or natural disasters, pandemic conditions, cybersecurity incidents or other causes.
•A major disruption in the operations of our manufacturing, accounting and financial reporting, research and development or distribution facilities due to the failure to perform by third-party vendors, including cloud computing providers or other technological problems, including any related to our information systems maintenance, enhancements or new system deployments, integrations or upgrades.
•A successful cybersecurity attack which could interrupt or disrupt our information technology systems, or those of our third-party service providers, or cause the loss of confidential or protected data.
16
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
•Market consolidation of large customers globally through mergers or acquisitions resulting in a larger proportion or concentration of our business being derived from fewer customers.
•Disruptions in supplies of raw materials, particularly components used to manufacture our silicone hydrogel lenses.
•New U.S. and foreign government laws and regulations, and changes in existing laws, regulations and enforcement guidance, which affect areas of our operations including, but not limited to, those affecting the health care industry, including the contact lens industry specifically and the medical device or pharmaceutical industries generally, including but not limited to the EU Medical Devices Regulation (MDR) and the EU In Vitro Diagnostic Medical Devices Regulation.
•Legal costs, insurance expenses, settlement costs and the risk of an adverse decision, prohibitive injunction or settlement related to product liability, patent infringement, contractual disputes, or other litigation.
•Limitations on sales following product introductions due to poor market acceptance.
•New competitors, product innovations or technologies, including but not limited to, technological advances by competitors, new products and patents attained by competitors, and competitors' expansion through acquisitions.
•Reduced sales, loss of customers, reputational harm and costs and expenses, including from claims and litigation related to product recalls and warning letters.
•Failure to receive, or delays in receiving, regulatory approvals or certifications for products.
•Failure of our customers and end users to obtain adequate coverage and reimbursement from third-party payers for our products and services.
•The requirement to provide for a significant liability or to write off, or accelerate depreciation on, a significant asset, including goodwill, other intangible assets and idle manufacturing facilities and equipment.
•The success of our research and development activities and other start-up projects.
•Dilution to earnings per share from acquisitions or issuing stock.
•Impact and costs incurred from changes in accounting standards and policies.
•Risks related to environmental laws and requirements applicable to our facilities, products or manufacturing processes, including evolving regulations regarding the use of hazardous substances or chemicals in our products.
•Risks related to environmental, social and corporate governance issues, including those related to regulatory and disclosure requirements, climate change and sustainability.
•Other events described in our Securities and Exchange Commission filings, including the "Business" and "Risk Factors" sections in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025, as such Risk Factors may be updated in quarterly filings including updates made in this filing.
We caution investors that forward-looking statements reflect our analysis only on their stated date. We disclaim any intent to update them except as required by law.
17
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
In this section, we discuss the results of our operations for the first quarter of fiscal 2026 ended January 31, 2026, compared with the same period of fiscal 2025. We discuss our cash flows and current financial condition under "Capital Resources and Liquidity." Within the tables presented, percentages are calculated based on the underlying whole-dollar amounts and, therefore, may not recalculate exactly from the rounded numbers used for disclosure purposes.
Outlook
We are optimistic about the long-term prospects for the worldwide contact lens and general health care markets, and the resilience of and growth prospects for our businesses and products. However, we face significant risks and uncertainties in our global operating environment as further described in the Part II, Item 1A "Risk Factors" herein. These risks include uncertain global and regional business, political and economic conditions, including but not limited to those associated with man-made or natural disasters, pandemic conditions, inflation, foreign exchange rate fluctuations, regulatory developments, supply chain disruptions, and escalating global trade barriers and disruptions, such as the impact of tariffs. These risks and uncertainties have adversely affected our sales, cash flow and performance in the past and could further adversely affect our future sales, cash flow and performance.
CooperVision- We compete in the worldwide contact lens market with our spherical, toric, multifocal and toric multifocal contact lenses offered in materials like silicone hydrogel Aquaform technology. We believe that there will be lower contact lens wearer dropout rates as technology improves and enhances the wearing experience through a combination of improved designs and materials and the growth of preferred modalities such as single-use and monthly wearing options. CooperVision also competes in the myopia management and specialty eye care contact lens markets with myopia management contact lenses using its ActivControl technology and with products such as orthokeratology (ortho-k) and scleral lenses. CooperVision has U.S. Food and Drug Administration (FDA) approval for its MiSight 1 day lens, which is the first and only FDA-approved product indicated to slow the progression of myopia in children with treatment initiated between the ages of 8-12. Further, CooperVision received Chinese National Medical Products Administration approval for use of the MiSight 1 day lens in China and received Japanese Ministry of Health, Labour and Welfare approval for use of the MiSight 1 day lens in Japan. CooperVision is focused on greater worldwide market penetration using recently introduced products, and we continue to expand our presence in existing and emerging markets, including through acquisitions.
Our ability to compete successfully with a full range of silicone hydrogel products is an important factor to achieving our desired future levels of sales growth and profitability. CooperVision manufactures and markets a wide variety of silicone hydrogel contact lenses. Our single-use silicone hydrogel product franchises, clariti, MyDay and MyDay Energys remain a focus as we expect increasing demand for these products, as well as future single-use products, as the global contact lens market continues to shift to this modality. Outside of single-use, the Biofinity and Avaira Vitality product families comprise our focus in the FRP, or frequent replacement product, market which encompasses the monthly and two-week modalities. Included in this segment are unique products such as Biofinity Energys, which helps individuals with digital eye fatigue.
CooperSurgical -Our CooperSurgical business competes in the 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. CooperSurgical has established its market presence and distribution system by developing products and acquiring companies, products and services that complement its business model.
Competitive factors in the segments in which CooperSurgical competes include technological and scientific advances, product quality and availability, price and customer service (including response time and effective communication of product information to physicians, consumers, fertility clinics and hospitals).
We protect our products through patents and trademark registrations, both in the United States and in international markets. We monitor competitive products trademark use worldwide and, when determined appropriate, we have enforced and plan to continue to enforce and defend our patent and trademark rights. We also rely upon trade secrets, licenses, technical know-how and continuing technological innovation to develop and maintain our competitive position.
CooperVision, CooperSurgical, and other trade names, trademarks or service marks of the Company and its subsidiaries appearing in this report are the property of the Company and its subsidiaries. Trade names, trademarks and service marks of the other companies appearing in this report are the property of their respective holders.
18
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Net Sales
The contact lens market has two major product categories:
•Toric and multifocal lenses including lenses that, in addition to correcting near- and farsightedness, address more complex visual defects such as astigmatism and presbyopia by adding optical properties of cylinder and axis, which correct for irregularities in the shape of the cornea; and
•Spherical lenses, including lenses that correct near- and farsightedness uncomplicated by more complex visual defects, myopia management lenses, which slow the progression of and correct myopia in age-appropriate children, and other specialty lenses.
CooperVision Net Sales by Category
| Three Months Ended January 31, |
2026 vs 2025 % Change |
||||||||||||||||
| ($ in millions) | 2026 | 2025 | |||||||||||||||
| Toric and multifocal | $ | 351.2 | $ | 319.4 | 10 | % | |||||||||||
| Sphere, other | 343.9 | 326.7 | 5 | % | |||||||||||||
| $ | 695.1 | $ | 646.1 | 8 | % | ||||||||||||
19
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
In the three months ended January 31, 2026, the growth experienced across all categories was positively impacted by favorable foreign exchange rate fluctuations of approximately $28.1 million.
•Toric and multifocal grew primarily through the success of MyDay and Biofinity.
•Sphere, other grew primarily through MiSight, Biofinity, and MyDay.
•"Other" products represented less than 1% of net sales in the three months ended January 31, 2026 and 2025, respectively.
CooperVision Net Sales by Geography
CooperVision competes in the worldwide soft contact lens market and services in three primary regions: the Americas, EMEA (Europe, Middle East and Africa) and Asia Pacific.
| Periods Ended January 31, | Three Months | |||||||||||||||||||
| ($ in millions) | 2026 | 2025 |
2026 vs 2025 % Change |
|||||||||||||||||
| Americas | $ | 289.0 | $ | 270.9 | 7 | % | ||||||||||||||
| EMEA | 282.3 | 246.5 | 15 | % | ||||||||||||||||
| Asia Pacific | 123.8 | 128.7 | (4) | % | ||||||||||||||||
| $ | 695.1 | $ | 646.1 | 8 | % | |||||||||||||||
CooperVision's growth in net sales in the Americas and EMEA was primarily attributable to market gains of silicone hydrogel contact lenses. The growth in EMEA was positively impacted by favorable foreign exchange rate fluctuations. Refer to CooperVision Net Sales by Category above for further discussion.
CooperSurgical Net Sales
CooperSurgical supplies the fertility and women's health care market with a diversified portfolio of products and services in two categories:
•Office and surgical offerings include products that facilitate surgical and non-surgical procedures that are commonly performed primarily by obstetricians and gynecologists in hospitals, surgical centers, and medical offices. This includes medical devices, cryostorage (such as cord blood and cord tissue storage), and contraception.
•Fertility offerings include highly specialized products and services that target the in vitro fertilization process, including diagnostics testing with a goal to make fertility treatment safer, more efficient and convenient. This includes fertility consumables and equipment, donor gamete services, and genomic services (including genetic testing).
20
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
CooperSurgical Net Sales by Category
| Three Months Ended January 31, |
2026 vs 2025 % Change |
||||||||||||||||
| ($ in millions) | 2026 | 2025 | |||||||||||||||
| Office and surgical | $ | 202.4 | $ | 198.9 | 2 | % | |||||||||||
| Fertility | 126.6 | 119.7 | 6 | % | |||||||||||||
| $ | 329.0 | $ | 318.6 | 3 | % | ||||||||||||
In the three months ended January 31, 2026, office and surgical net sales increased primarily due to increased sales of surgical products, partially offset by a decrease in revenue of Paragard contraceptive intrauterine devices. Fertility net sales increased primarily due to an increase in revenue from consumable products.
Gross Margin
Consolidated gross margin remained flat at 68% for both the three months ended January 31, 2026 and January 31, 2025.
Selling, General and Administrative (SGA) Expenses
| Three Months Ended January 31, |
2026 vs 2025 % Change |
|||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | % Net Sales | 2025 | % Net Sales | ||||||||||||||||||||||||||||
| CooperVision | $ | 237.6 | 34 | % | $ | 229.9 | 36 | % | 3 | % | ||||||||||||||||||||||
| CooperSurgical | 128.4 | 39 | % | 135.9 | 43 | % | (6) | % | ||||||||||||||||||||||||
| Corporate | 24.2 | - | 22.1 | - | 10 | % | ||||||||||||||||||||||||||
| $ | 390.2 | 38 | % | $ | 387.9 | 40 | % | 1 | % | |||||||||||||||||||||||
CooperVision's SGA expenses increased in the three months ended January 31, 2026, compared to the three months ended January 31, 2025, primarily due to increased selling activities.
CooperSurgical's SGA expenses decreased in the three months ended January 31, 2026, compared to the three months ended January 31, 2025, primarily due to a decrease in headcount.
Corporate SGA 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 share-based compensation related expenses.
21
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
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 Sales | 2025 | % Net Sales | ||||||||||||||||||||||||||||
| CooperVision | $ | 22.4 | 3 | % | $ | 22.5 | 3 | % | - | % | ||||||||||||||||||||||
| CooperSurgical | 21.9 | 7 | % | 18.2 | 6 | % | 20 | % | ||||||||||||||||||||||||
| $ | 44.3 | 4 | % | $ | 40.7 | 4 | % | 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 Sales | 2025 | % Net Sales | |||||||||||||||||||||||||
| CooperVision | $ | 4.1 | 1 | % | $ | 4.8 | 1 | % | (15) | % | |||||||||||||||||||
| CooperSurgical | 43.8 | 13 | % | 44.8 | 14 | % | (2) | % | |||||||||||||||||||||
| $ | 47.9 | 5 | % | $ | 49.6 | 5 | % | (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 Sales | 2025 | % Net Sales | |||||||||||||||||||||||||
| CooperVision | $ | 210.2 | 30 | % | $ | 183.9 | 28 | % | 14 | % | |||||||||||||||||||
| CooperSurgical | 26.8 | 8 | % | 20.2 | 6 | % | 33 | % | |||||||||||||||||||||
| Corporate | (24.2) | - | (22.1) | - | 10 | % | |||||||||||||||||||||||
| $ | 212.8 | 21 | % | $ | 182.0 | 19 | % | 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.
22
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 Sales | 2025 | % Net Sales | |||||||||||||||||||||||||
| Interest expense | $ | 22.4 | 2 | % | $ | 26.0 | 3 | % | (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) | 2026 | 2025 | ||||||||||||
| 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.
23
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)
|
2026 | 2025 | ||||||||||||
| 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 cash | 4.3 | (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 Limit | Outstanding Borrowings | Outstanding Letters of Credit | Total Amount Available | Maturity Date | |||||||||||||||||||||||||||
| Revolving Credit: | ||||||||||||||||||||||||||||||||
| 2024 Revolving Credit | $ | 2,300.0 | $ | 927.7 | $ | 5.3 | $ | 1,367.0 | May 1, 2029 | |||||||||||||||||||||||
| Term loan: | ||||||||||||||||||||||||||||||||
| 2021 Term Loan | 1,500.0 | 1,500.0 | n/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.
24
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.
25
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.
26
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:
|
Period
|
Total number of shares purchased (in thousands) |
Average price paid per share |
Total number of shares purchased as part of publicly announced plan
(in thousands)
|
Approximate dollar
value of shares that may yet be purchased under the plan
(in millions)
|
||||||||||||||||||||||
|
December 1, 2025 to December 31, 2025
|
287.6 | $ | 81.28 | 287.6 | $ | 943.0 | ||||||||||||||||||||
|
January 1, 2026 to January 31, 2026
|
839.0 | $ | 82.30 | 839.0 | $ | 873.9 | ||||||||||||||||||||
|
Total
|
1,126.6 | $ | 82.04 | 1,126.6 | ||||||||||||||||||||||
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.
27
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 |
|||||||||||||
| 10.1 |
8-K
|
10.1 | 12/23/2025 | ||||||||||||||
| 10.2 |
8-K
|
10.1 | 2/4/2026 | ||||||||||||||
| 10.3 |
8-K
|
10.2 | 2/4/2026 | ||||||||||||||
| 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, 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.
|
||||||||||||||||
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||||||||
| * Furnished herewith | |||||||||||||||||
28
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)
|
|||||
29
The Cooper Companies Inc. published this content on March 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 06, 2026 at 21:13 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]