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COOPER COMPANIES, INC.

For the period ended Jul 31, 2026. Filed Sep 9, 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.

Jul 31, 2026 · Filed Sep 9, 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 2026-04-30; filed 2026-06-05.

0001628280-26-041305

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

Current report: 10-Q

Period ended 2026-07-31; filed 2026-09-09.

0001628280-26-061160

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 113 previous paragraphs and 126 current paragraphs.

77 unchanged; 30 reworded; 18 added; 6 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 13 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 (18)

Current report

In the three months ended July 31, 2026, net sales across all categories were negatively impacted by unfavorable foreign exchange rate fluctuations of approximately $2.8 million, while in the three months ended July 31, 2025, net sales across all categories were positively impacted by favorable foreign exchange rate fluctuations of approximately $26.8 million.

Current report

•Toric and multifocal grew primarily through the success of MyDay, partially offset by lower sales of legacy hydrogel products.

Current report

•Sphere, other decreased primarily due to lower sales of legacy hydrogel products.

Current report

Consolidated gross margin increased in the three and nine months ended July 31, 2026 to 67% and 68%, respectively, compared to 65% and 67% in the three and nine months ended July 31, 2025, respectively, primarily driven by inventory write-offs related to a product line exit in fiscal 2025.

Current report

CooperVision's SGA expense decreased in the three months ended July 31, 2026, compared to the three months ended July 31, 2025, primarily due to a reduction in headcount.

Current report

CooperSurgical's SGA expense decreased in the three months ended July 31, 2026, compared to the three months ended July 31, 2025, primarily due to a reduction in headcount in fiscal 2026 and long-lived asset write-offs related to a product line exit in fiscal 2025.

Current report

CooperSurgical's SGA expense increased in the nine months ended July 31, 2026, compared to the nine months ended July 31, 2025, primarily due to the $272.0 million litigation expense, net of insurance recoveries, partially offset by a reduction in headcount. Refer to Note 9. Contingencies and Commitments for additional information.

Current report

Corporate SGA expense increased in the three and nine months ended July 31, 2026, compared to the three and nine months ended July 31, 2025, primarily due to strategic review costs, partially offset by a reduction in headcount.

Current report

CooperSurgical's R&D expense decreased in the three months ended July 31, 2026, compared to the three months ended July 31, 2025, primarily due to areduction in headcount.

Current report

CooperSurgical reported operating income in the three months ended July 31, 2026, compared to the operating loss in the three months ended July 31, 2025, primarily due to inventory and long-lived asset write-offs related to a product line exit in fiscal 2025.

Current report

Corporate operating loss increased in the three and nine months ended July 31, 2026, compared to the three and nine months ended July 31, 2025, primarily due to strategic review costs, partially offset by a reduction in headcount.

Current report

Other income increased in the three months ended July 31, 2026 compared to the three months ended July 31, 2025, primarily due to interest received on tariff and tax refunds.

Current report

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

Current report

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

Current report

For the nine months ended July 31, 2026, the net impact to the consolidated statements of operations to resolve outstanding claims was $272.0 million, consisting of $325.8 million accrued litigation liability, partially offset by $53.8 million of insurance recoveries, of which $0.4 million was recognized during the three months ended July 31, 2026. The net amount was recorded within Selling, General and Administrative expense. In July 2026, $10.0 million of the liability was settled directly by insurance. In August 2026, $306.8 million was paid to plaintiffs in settlement of substantially all of the claims, of which $43.8 million was paid directly by insurance. The settlement amounts were consistent with the Company's accrued litigation liability and related insurance recovery estimates recorded as of July 31, 2026.
Removed paragraphs (6)

Previous report

Consolidated gross margin remained flat at 68% for both the three and six months ended April 30, 2026 and April 30, 2025.

Previous 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.

Previous report

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 report

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.
Reworded paragraphs (30)

Previous 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.

Current wording

In this section, we discuss the results of our operations for the third quarter of fiscal 2026 ended July 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

•"Other" products represented less than 1% of net sales in the three and six months ended April 30, 2026 and 2025, respectively.

Current wording

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

Previous 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.

Current wording

In the nine months ended July 31, 2026 and July 31, 2025, the growth experienced across all categories was positively impacted by favorable foreign exchange rate fluctuations of approximately $53.7 million and $4.4 million, 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. 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.

Current wording

In the three months ended July 31, 2026, CooperVision's net sales in the Americas declined due to reductions in U.S. channel inventory. In the nine months ended July 31, 2026, net sales in the Americas increased, primarily attributable to market gains of silicone hydrogel contact lenses. In EMEA, net sales growth for both the three- and nine-month periods was primarily driven by market gains of silicone hydrogel contact lenses and favorable foreign exchange rate fluctuations. In Asia Pacific, net sales declined for both the three- and nine-month periods, primarily due to softness in Japan and China. Refer to CooperVision Net Sales by Category above for further discussion.

Previous 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.

Current wording

In the three months ended July 31, 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 genetic testing, partially offset by a decrease in equipment sales.

Previous wording

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.

Current wording

In the nine months ended July 31, 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.

Previous 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.

Current wording

CooperVision's SGA expense increased in the nine months ended July 31, 2026, compared to the nine months ended July 31, 2025, primarily due to increased selling activities.

Previous 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.

Current wording

CooperVision's R&D expense decreased in the three and nine months ended July 31, 2026, compared to the three and nine months ended July 31, 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 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.

Current wording

CooperSurgical's R&D expense increased in the nine months ended July 31, 2026, compared to the nine months ended July 31, 2025, primarily due to an increase in R&D project spend and pharmacovigilance related fees, partially offset by a reduction in headcount. 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 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.

Current wording

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

Previous 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.

Current wording

CooperSurgical's amortization expense decreased in the three and nine months ended July 31, 2026, compared to the three and nine months ended July 31, 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 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.

Current wording

CooperVision's operating income increased in the three and nine months ended July 31, 2026, compared to the three and nine months ended July 31, 2025. The increase in the three-month period was primarily due to lower operating expenses, which more than offset the impact of lower net sales. The increase in the nine-month period was primarily due to the increase in net sales outpacing the increase in operating expenses.

Previous wording

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 wording

CooperSurgical reported operating loss in the nine months ended July 31, 2026, compared to the operating income in the nine months ended July 31, 2025, primarily due to increased SGA expense related to the $272.0 million litigation expense, net of insurance recoveries, partially offset by net sales growth and a reduction in headcount. Refer to Note 9. Contingencies and Commitments for additional information.

Previous 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.

Current wording

Interest expense decreased during the three and nine months ended July 31, 2026, compared to the three and nine months ended July 31, 2025, due to lower interest rates and lower average debt balances.

Previous 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.

Current wording

Foreign exchange loss for the three and nine months ended July 31, 2026 and July 31, 2025, was 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 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 wording

Other (income) expense, net changed from expense in the nine months ended July 31, 2025 to income in the nine months ended July 31, 2026, primarily due to a $15.7 million loss on the disposal of a minority interest investment in fiscal 2025.

Previous 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.

Current wording

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

Previous wording

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 wording

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

Previous 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.

Current wording

Working capital as of July 31, 2026 and October 31, 2025 was $414.9 million and $993.6 million, respectively. The decrease in working capital was primarily due to an increase in short-term debt.

Previous wording

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 wording

Cash provided by operating activities in the first nine months of fiscal 2026 increased compared to the first nine months of fiscal 2025, primarily due to increased cash inflows from net income after adjusting for the non-cash discrete income tax benefit and accrual for litigation liability. Refer to Note 5. Income Taxes and Note 9. Contingencies and Commitments for additional information.

Previous 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.

Current wording

Cash used in investing activities in the first nine months of fiscal 2026 decreased compared to the first nine months of fiscal 2025, primarily due to reductions in purchases of property, plant and equipment and spending on equity investments.

Previous 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.

Current wording

Cash used in financing activities in the first nine months of fiscal 2026 increased compared to the first nine months of fiscal 2025, primarily due to an increase in repurchase of common stock, partially offset by higher net borrowings on the revolving credit facility.

Previous wording

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.

Current wording

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 available borrowing capacity under our credit facilities will be sufficient to meet our anticipated cash needs, including working capital needs, capital expenditures and contractual obligations for the next 12 months and beyond. To the extent additional funds are necessary to meet our liquidity needs in the next 12 months or beyond, including for acquisitions, share repurchases or other activities as we execute our business strategy, we anticipate that such funds could be obtained through the refinancing of existing indebtedness, the incurrence of additional indebtedness, or a combination of these potential sources of funds.

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 April 30, 2026, $860.8 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 July 31, 2026, $521.7 million remains authorized for repurchase.

Previous 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.

Current wording

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

Previous 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.

Current wording

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.

Previous wording

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 wording

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.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

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