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COOPER COMPANIES, INC.

For the period ended Jan 31, 2026. Filed Mar 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jan 31, 2026 · Filed Mar 6, 2026

COO$62.36-1.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-07-31; filed 2025-08-28.

0000711404-25-000051

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

Current report: 10-Q

Period ended 2026-01-31; filed 2026-03-06.

0001628280-26-015620

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 108 previous paragraphs and 106 current paragraphs.

69 unchanged; 27 reworded; 9 added; 11 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 13 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

Any future payments required would impact the Company’s liquidity and cash flow in the period of resolution.
Removed paragraphs (11)

Previous report

The above growth experienced across all categories was positively impacted by favorable foreign exchange rate fluctuations of approximately $3.1 million for the three months ended July 31, 2025, while partially offset by unfavorable foreign exchange rate fluctuations of $2.5 million for the nine months ended July 31, 2025.

Previous report

CooperSurgical's SGA expenses increased in the three and nine months ended July 31, 2025, compared to the three and nine months ended July 31, 2024, primarily due to long-lived asset write-offs related to a product line exit and increased selling activities.

Previous report

Corporate SGA expenses increased in the three months ended July 31, 2025, compared to the three months ended July 31, 2024, primarily due to an increase in salaries and benefits, partially offset by a decrease in professional fees.

Previous report

Corporate SGA expenses increased in the nine months ended July 31, 2025, compared to the nine months ended July 31, 2024, primarily due to an increase in salaries and benefits.

Previous report

CooperSurgical's amortization expense increased in the three and nine months ended July 31, 2025, compared to the three and nine months ended July 31, 2024, primarily due to the amortization of intangible assets acquired through acquisitions in the second half of fiscal 2024.

Previous report

CooperSurgical's operating income decreased in the three months ended July 31, 2025, compared to the three months ended July 31, 2024, primarily due to inventory and long-lived asset write-offs related to a product line exit. CooperSurgical's operating income decreased in the nine months ended July 31, 2025, compared to the nine months ended July 31, 2024, primarily due to inventory and long-lived asset write-offs related to a product line exit and an increase in amortization expense.

Previous report

Corporate operating loss increased in the nine months ended July 31, 2025, compared to the nine months ended July 31, 2024, primarily due to higher salaries and benefits expenses.

Previous report

The One Big Beautiful Bill Act was enacted in the United States during the third quarter of fiscal 2025. It is not expected to have a material impact on the tax provision.

Previous report

Cash used in investing activities in the first nine months of fiscal 2025 decreased compared to the first nine months of fiscal 2024, primarily attributable to $200 million cash paid for the Cook Medical acquisition in the first nine months of fiscal 2024.

Previous report

Cash provided by financing activities in the first nine months of fiscal 2024 was primarily attributable to funds received from the 2024 Revolving Credit Facility, partially offset by repayments to fully repay all borrowings outstanding under the 2020 Term Loan Facility and the 2020 Revolving Credit Facility.
Reworded paragraphs (27)

Previous wording

•The impact of international conflicts 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, affected countries.

Current wording

•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.

Previous wording

•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 (HIPAA) and the California Consumer Privacy Act (CCPA) in the U.S. and the General Data Protection Regulation (GDPR) requirements in Europe, including but not limited to those resulting from data security breaches.

Current wording

•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.

Previous wording

•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 (IVDR).

Current wording

•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.

Previous wording

•Risks related to environmental, social and corporate governance (ESG) issues, including those related to regulatory and disclosure requirements, climate change and sustainability.

Current wording

•Risks related to environmental, social and corporate governance issues, including those related to regulatory and disclosure requirements, climate change and sustainability.

Previous wording

In this section, we discuss the results of our operations for the third quarter of fiscal 2025 ended July 31, 2025, compared with the same period of fiscal 2024. 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.

Current wording

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.

Previous wording

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 has Chinese National Medical Products Administration (NMPA) approval for its MiSight 1 day lens for use in China. 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.

Current wording

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.

Previous wording

In the three and nine months ended July 31, 2025, the growth experienced across all categories was positively impacted by favorable foreign exchange rate fluctuations of approximately $26.8 million and $4.4 million, respectively.

Current wording

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.

Previous wording

•Toric and multifocal grew primarily through the success of Biofinity and MyDay.

Current wording

•Toric and multifocal grew primarily through the success of MyDay and Biofinity.

Previous wording

•Sphere, other grew primarily through MyDay and MiSight.

Current wording

•Sphere, other grew primarily through MiSight, Biofinity, and MyDay.

Previous wording

•"Other" products represented less than 1% of net sales in the three and nine months ended July 31, 2025 and 2024, respectively.

Current wording

•"Other" products represented less than 1% of net sales in the three months ended January 31, 2026 and 2025, respectively.

Previous wording

In the nine months ended July 31, 2025, office and surgical net sales increased primarily due to increased sales of Paragard contraceptive intrauterine devices and the acquisition of obp Surgical on August 1, 2024. Fertility net sales increased primarily due to an increase in revenue from gamete services and consumable products.

Current wording

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.

Previous wording

Consolidated gross margin decreased in the three months ended July 31, 2025 to 65% compared to 66% in the three months ended July 31, 2024, primarily driven by inventory write-offs related to a product line exit. Consolidated gross margin remained flat at 67% in the nine months ended July 31, 2025 as compared to the nine months ended July 31, 2024.

Current wording

Consolidated gross margin remained flat at 68% for both the three months ended January 31, 2026 and January 31, 2025.

Previous wording

CooperVision's SGA expenses increased in the three and nine months ended July 31, 2025, compared to the three and nine months ended July 31, 2024, primarily due to increased selling activities.

Current wording

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.

Previous wording

CooperVision's R&D expenses increased in the three and nine months ended July 31, 2025, compared to the three and nine months ended July 31, 2024, primarily due to an increase in R&D projects spend. CooperVision's R&D activities are primarily focused on the development of contact lenses, manufacturing technology and process enhancements.

Current wording

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.

Previous wording

CooperSurgical's R&D expenses increased in the three and nine months ended July 31, 2025, compared to the three and nine months ended July 31, 2024, primarily due to an increase in R&D project spend, 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.

Current wording

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.

Previous wording

CooperVision's amortization expense decreased in the three and nine months ended July 31, 2025, compared to the three and nine months ended July 31, 2024, primarily due to certain intangible assets being fully amortized.

Current wording

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.

Previous wording

CooperVision's operating income increased in the three and nine months ended July 31, 2025, compared to the three and nine months ended July 31, 2024, primarily due to the increase in net sales outpacing the increase in operating expenses.

Current wording

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.

Previous wording

Corporate operating loss increased in the three months ended July 31, 2025, compared to the three months ended July 31, 2024, primarily due to higher salaries and benefits expenses, partially offset by a decrease in professional fees.

Current wording

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.

Previous wording

Interest expense decreased during the three and nine months ended July 31, 2025, compared to the three and nine months ended July 31, 2024, primarily due to lower interest rates and lower average debt balances.

Current wording

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.

Previous wording

Foreign exchange loss during the three and nine months ended July 31, 2025 was primarily due to movements of U.S. dollar against various foreign currencies and the effect on intercompany receivables and payables. Foreign exchange loss (gain) during three and nine months ended July 31, 2024 was primarily associated with the weakening of the U.S. dollar against foreign currencies and the effect on intercompany receivables.

Current wording

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.

Previous wording

Other (income) expense, net decreased in the three months ended July 31, 2025 compared to the three months ended July 31, 2024, primarily due to a gain in minority interest investments. Other expense, net increased in the nine months ended July 31, 2025 compared to the nine months ended July 31, 2024, primarily due to a $15.7 million loss on the disposal of a minority interest investment.

Current wording

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.

Previous wording

The effective tax rates for the three months ended July 31, 2025, and July 31, 2024, were 35.3% and 36.1%, respectively. The decrease was primarily due to adjustments related to filing the prior year US tax return partially offset by changes in the geographical composition of pre-tax earnings. The effective tax rates for the nine months ended July 31, 2025, and July 31, 2024, were 35.4% and 33.6%, respectively. The increase was primarily due to changes in valuation allowance and a decrease in excess tax benefits from share-based compensation, partially offset by changes in unrecognized tax benefits and changes in the geographic composition of pre-tax earnings.

Current wording

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.

Previous wording

Working capital as of July 31, 2025 and October 31, 2024 was $1,127.7 million and $928.7 million, respectively. The increase in working capital was primarily due to increases in inventories and accounts receivable, partially offset by an increase in short-term debt.

Current wording

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.

Previous wording

Cash provided by operating activities in the first nine months of fiscal 2025 increased compared to the first nine months of fiscal 2024, primarily due to increases in net income and net changes in deferred income taxes and operating capital. The net changes in operating capital included an increase in cash collection and a decrease in prepaid and other assets, partially offset by an increase in inventories.

Current wording

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.

Previous wording

Cash used in financing activities in the first nine months of fiscal 2025 was primarily attributable to net repayments on the revolving credit, the repurchase of common stock and the first installment payment related to the Cook Medical acquisition.

Current wording

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.

Previous wording

In March 2017, the authorization under the 2012 Share Repurchase Program was increased to $1.0 billion by the Company's Board of Directors. As of July 31, 2025, $163.6 million remains authorized for repurchase.

Current wording

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.

Previous wording

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. There were no share repurchases the three and nine months ended July 31, 2024.

Current wording

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.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

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.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

In the three months ended July 31, 2025, office and surgical net sales increased primarily due to the acquisition of obp Surgical on August 1, 2024. Fertility net sales increased primarily due to an increase in revenue from consumable products.