COOPER COMPANIES, INC.
For the period ended Apr 30, 2026. Filed Jun 5, 2026.
View on SEC.govAbout 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.
Apr 30, 2026 · Filed Jun 5, 2026
COO$62.36-1.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-04-30; filed 2026-06-05.
0001628280-26-041305
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 106 previous paragraphs and 113 current paragraphs.
71 unchanged; 30 reworded; 11 added; 4 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 11 previous and 13 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 (11)
Current report
CooperSurgical's SGA expenses increased in the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to the $271.6 million litigation expense, net of insurance recoveries. Refer to Note 9. Contingencies and Commitments for additional information.
Current report
Operating Income (Loss)
Current report
CooperSurgical reported operating loss in the three and six months ended April 30, 2026, compared to the operating income in the three and six months ended April 30, 2025, primarily due to increased SGA expenses related to the $271.6 million litigation expense, net of insurance recoveries. Refer to Note 9. Contingencies and Commitments for additional information.
Current report
Other (income) expense, net changed from expense in the three and six months ended April 30, 2025 to income in the three and six months ended April 30, 2026, primarily due to a $15.7 million loss on the disposal of a minority interest investment in fiscal year 2025.
Current report
During the three months ended April 30, 2026, the Company recorded $271.6 million litigation expense, net of insurance recoveries, as described in Note 9. Contingencies and Commitments. As a result, the Company recognized a $42.8 million discrete income tax benefit, net of indirect tax effects, primarily driven by a reduction in U.S. taxable income.
Current report
Cash provided by operating activities in the first six months of fiscal 2026 increased compared to the first six months of fiscal 2025, primarily due to increased cash inflows from net income after adjusting for the non-cash accrual for litigation liability. Refer to Note 9. Contingencies and Commitments for additional information.
Current report
In December 2023, CooperSurgical initiated a voluntary recall of three specific lots of CooperSurgical’s LifeGlobal TM global® embryo culture media that it had produced. Subsequently, claims and lawsuits in various U.S. and international jurisdictions were brought by individuals who generally allege that they suffered damages associated with the use of the recalled product, including claims of embryo loss or reduced embryo viability.
Current report
Between December 2023 and mid-March 2026, the Company resolved a significant number of claims and lawsuits through settlements. The Company recorded an immaterial accrual in the first quarter of fiscal 2024, related to insurance deductibles and other additional costs. Based on historical settlement experience and other considerations, the Company believed a material loss was not probable and that there was no reasonable basis to estimate aggregate losses in excess of historical settlement levels after taking into account available insurance coverage.
Current report
Subsequently, the Company identified developments, including the procedural acceleration of multiple litigated cases, receipt of additional claimant information, updated damage valuation analysis, and significantly increased projected defense and expert costs. This resulted in reassessment of exposure. As of June 5, 2026, more than 140 lawsuits were filed, including three putative class actions, none of which has been certified, and over 1,500 claimants have been proffered to the Company. Based on these developments, management concluded that a loss was probable and reasonably estimable, particularly with respect to potential exposure exceeding available insurance coverage. The net impact to the consolidated statements of operations to resolve outstanding claims was $271.6 million, consisting of $324.1 million accrued litigation liability, partially offset by $52.5 million of insurance recoveries. The net amount was recorded within Selling, General and Administrative expenses.
Current report
Litigation Contingencies
Current report
We are or may be subject to litigation loss contingencies. We accrue for loss contingencies to the extent that we conclude that it is probable that a loss will be incurred and the amount of the loss can be reasonably estimated. If a reasonable estimate of a known or probable loss cannot be made, but a range of probable losses can be estimated, the low end of the range of losses is recognized if no amount within the range is a better estimate than any other. If we determine that a loss is possible, but not probable, and the range of the loss can be reasonably determined, then we disclose the range of the possible loss. Potential insurance recoveries in connection with recognized loss contingencies are recognized as assets in the period in which such recoveries are determined to be probable of realization. These matters raise difficult and complex factual and legal issues and are subject to many uncertainties, including, but not limited to, the facts and circumstances of each particular case or claim, the jurisdiction in which each suit is brought, and differences in applicable law. As such, significant judgment is required in determining our legal accruals. Refer to Note 9. Contingencies and Commitments for additional information.
Removed paragraphs (4)
Previous report
Operating Income
Previous 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.
Previous report
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 report
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.
Reworded paragraphs (30)
Previous wording
•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.
Current wording
•Other events described in our United States 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.
Previous wording
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.
Current wording
We caution investors that forward-looking statements reflect our analysis only on their stated date. We disclaim any obligation to update or revise them except as required by law.
Previous 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.
Current wording
In this section, we discuss the results of our operations for the second quarter of fiscal 2026 ended April 30, 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
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.
Current wording
In the three and six months ended April 30, 2026, the growth experienced across all categories was positively impacted by favorable foreign exchange rate fluctuations of approximately $28.4 million and $56.5 million, respectively.
Previous wording
•Toric and multifocal grew primarily through the success of MyDay and Biofinity.
Current wording
•Toric and multifocal grew primarily through the success of Biofinity and MyDay.
Previous wording
•Sphere, other grew primarily through MiSight, Biofinity, and MyDay.
Current wording
•Sphere, other grew primarily through MyDay and MiSight.
Previous wording
•"Other" products represented less than 1% of net sales in the three months ended January 31, 2026 and 2025, respectively.
Current wording
•"Other" products represented less than 1% of net sales in the three and six months ended April 30, 2026 and 2025, respectively.
Previous wording
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.
Current wording
CooperVision's growth in net sales in the Americas and EMEA was primarily attributable to market gains of silicone hydrogel contact lenses. In Asia Pacific, net sales declined due to softness in Japan. The growth in EMEA was positively impacted by favorable foreign exchange rate fluctuations. Refer to CooperVision Net Sales by Category above for further discussion.
Previous 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.
Current wording
In the six months ended April 30, 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 and genetic testing.
Previous wording
Consolidated gross margin remained flat at 68% for both the three months ended January 31, 2026 and January 31, 2025.
Current wording
Consolidated gross margin remained flat at 68% for both the three and six months ended April 30, 2026 and April 30, 2025.
Previous 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.
Current wording
CooperVision's SGA expenses increased in the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to increased selling activities.
Previous wording
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 wording
Corporate SGA expenses decreased in the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to a decrease in share-based compensation related expenses.
Previous 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.
Current wording
CooperVision's R&D expenses decreased in the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to a decrease in R&D project spend. CooperVision's R&D projects 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 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.
Current wording
CooperSurgical's R&D expenses increased in the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to an increase in R&D project spend and pharmacovigilance related fees. CooperSurgical's R&D projects 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 months ended January 31, 2026, compared to the three months ended January 31, 2025, primarily due to certain intangible assets being fully amortized.
Current wording
CooperVision's amortization expense decreased in the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to certain intangible assets being fully amortized.
Previous wording
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.
Current wording
CooperSurgical's amortization expense decreased in the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to certain intangible assets being fully amortized and the write-off of an intangible asset in fiscal 2025.
Previous 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.
Current wording
CooperVision's operating income increased in the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 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 January 31, 2026, compared to the three months ended January 31, 2025, primarily due to an increase in share-based compensation related expenses.
Current wording
Corporate operating loss decreased in the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to a decrease in share-based compensation related expenses.
Previous 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.
Current wording
Interest expense decreased during the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, due to lower interest rates and lower average debt balances.
Previous 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.
Current wording
Foreign exchange loss decreased during the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to movements of U.S. dollar against various foreign currencies and the effect on intercompany receivables and payables.
Previous 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.
Current wording
The effective tax rates for the three months ended April 30, 2026, and April 30, 2025, were (61.0)% and 39.3%, respectively. The effective tax rates for the six months ended April 30, 2026, and April 30, 2025, were 63.2% and 35.5%, respectively. The changes were primarily due to the discrete tax impact of the litigation accrual discussed below, partially offset by changes in the geographic composition of pre-tax earnings.
Previous 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.
Current wording
Working capital as of April 30, 2026 and October 31, 2025 was $495.1 million and $993.6 million, respectively. The decrease in working capital was primarily due to an increase in short-term debt.
Previous wording
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 wording
Cash used in investing activities in the first six months of fiscal 2026 increased compared to the first six 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.
Previous 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.
Current wording
Cash used in financing activities in the first six months of fiscal 2026 increased compared to the first six months of fiscal 2025, primarily due to an increase in repurchase of common stock, higher net repayments on the revolving credit and lower net proceeds from short-term debt.
Previous wording
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.
Current wording
As of April 30, 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 Facility and 2020 Revolving Credit Facility and terminated the 2020 Credit Agreement. On February 3, 2026, the Company entered into Amendment No. 3 to the 2021 Credit Agreement. 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. See Note 4. Financing Arrangements of the Consolidated Condensed Financial Statements for further information.
Previous 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.
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 April 30, 2026, $860.8 million remains authorized for repurchase.
Previous 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.
Current wording
During the three and six months ended April 30, 2026, the Company repurchased 0.2 million and 1.3 million shares of its common stock for $13.1 million and $105.6 million, at a weighted average price of $75.84 and $81.21 per share. During the three and six months ended April 30, 2025, the Company repurchased 0.5 million shares of its common stock for $40.6 million, at a weighted average price of $75.60 per share.
Previous wording
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 wording
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.
Previous wording
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 wording
The Company believes the FTT’s decision was incorrect and is in the process of appealing 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.
Previous wording
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.
Current wording
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, except as follows:
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
In the three months ended April 30, 2026, office and surgical net sales increased primarily due to increased sales of surgical products. Fertility net sales increased primarily due to an increase in revenue from consumable products and genetic testing.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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.