10-K – 2025-12-05 – coo-20251031.htm

Similarly, in the EU, the regulatory landscape has evolved to include the definition of an IH-Test as is an IVD that is developed and produced by a laboratory on a non-industrial scale and is provided to health institutions in accordance with Article 5 of the EU IVDR. Under such circumstances, many IH-Tests may continue to be exempt from regulation indefinitely or until 2030 in circumstances where commercially available CE marked options exist. Our genetic tests may be subject to the full application of the EU IVDR with respect to some or all of our existing, as well as future, tests if our tests do not qualify for an IH-Test exemption. We may be required to expend additional time and resources to comply with the requirements of the EU IVDR, resulting in additional expenses for offering our current and any future tests as well as possibly delaying or suspending development or commercialization of such tests.

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We expect that new proposals or legislative changes may be introduced from time to time both in the U.S. and in foreign countries. Any new FDA enforcement policies affecting LDTs or regulations such as the EU IVDR is likely to result in increased regulatory burden on our ability to continue marketing our genetic products and to develop and introduce new products in the future, which could adversely affect our business.

If we fail to comply with applicable federal, state, local and foreign laboratory licensing requirements, we could lose the ability to perform our genetic tests or experience disruptions to our business.

We are subject to the CLIA, a federal law regulating clinical laboratories that perform testing on specimens derived from humans for the purpose of providing information for the diagnosis, prevention or treatment of disease. Our clinical laboratories must be certified under CLIA and ISO 15189 in order for us to perform testing on human specimens. In addition, our proprietary tests must also be recognized as part of our accredited programs under CLIA so that we can offer them in our laboratory. CLIA is intended to ensure the quality and reliability of clinical laboratories in the United States by mandating specific standards in the areas of personnel qualifications, administration, and participation in proficiency testing, patient test management, quality control, quality assurance and inspections. The law also requires us to maintain a state laboratory license to conduct testing in that state. In addition, we are subject to the UK Human Fertilization & Embryology Association (HFEA) regulating IVF. Our laboratories are located in Japan, the United Kingdom and United States, and we must maintain the requisite licenses in each jurisdiction.

Any sanction imposed under CLIA, its implementing regulations, or state or foreign laws or regulations governing licensure, or our failure to renew a CLIA certificate, or a state or foreign license or accreditation, could have a material and adverse effect on our diagnostic testing business, operating results and financial condition. Three federal agencies are responsible for administering the CLIA program in the United States: the CMS, the Centers for Disease Control and Prevention (CDC), and the FDA. The CMS in particular has the authority to impose a wide range of sanctions, including revocation of CLIA certification along with a bar on the ownership or operation of a CLIA-certified laboratory by any owners or operators of the deficient laboratory. If we were to lose our CLIA certification or required state or foreign licensure, we would not be able to operate our clinical laboratory and conduct our tests, worldwide or in particular jurisdictions, which would adversely impact our diagnostic testing business, operating results, and financial condition.

Our HCT/P products are subject to extensive government regulation and our failure to comply with these requirements could cause our business to suffer.

In the United States, we provide donor egg and sperm for fertility treatments, in addition to fertility cryopreservation services and newborn stem cell storage (cord blood and cord tissue). Donated reproductive tissues, including eggs and sperm, as well as cord blood and cord tissue, are regulated to by the FDA as HCT/Ps. In the United States, we are marketing these HCT/Ps pursuant to Section 361 of the PHSA and 21 C.F.R. Part 1271 of FDA’s regulations. Products subject to regulation as “361 HCT/Ps” are not currently required to obtain marketing authorizations, so long as they meet certain criteria set forth in FDA regulations. However, HCT/Ps regulated as 361 HCT/Ps are currently subject to requirements relating to registering facilities and listing products with the FDA, as well as stringent requirements relating to processing, storing, labeling and distributing HCT/Ps, including, screening and testing for tissue donor eligibility, providing required labeling information, record keeping and adverse event reporting. If we fail to comply with these requirements, we could be subject to FDA allegations of noncompliance or enforcement action, including, for example, warning letters, fines, injunctions, product recalls or seizures, and, in the most serious cases, criminal penalties. To be regulated as 361 HCT/Ps, these products must meet the FDA’s criteria to be considered “minimally manipulated” and intended for “homologous use,” among other requirements. HCT/Ps that do not meet the criteria to be considered 361 HCT/Ps are subject to the FDA’s regulatory requirements applicable to medical devices, biologics or drugs, including, importantly, the requirement for premarket review and approval or clearance prior to marketing.

We believe our HCT/Ps are regulated solely under Section 361 of the PHSA, and therefore, we have not sought or obtained 510(k) clearance, PMA approval, or licensure through a Biologics License Application (BLA) for such HCT/Ps. However, the FDA could disagree with our determination that these human tissue products are 361 HCT/Ps and could determine that these products are biologics requiring a BLA or medical devices requiring 510(k) clearance or PMA approval, and could require that we cease marketing such products and/or recall them pending appropriate clearance, approval or licensure from the FDA, which would adversely affect our business.

In addition, the FDA may in the future modify the scope of its enforcement discretion with respect to 361 HCT/Ps or change its position on which current or future products qualify as 361 HCT/Ps, or determine that some or all of our HCT/P products may not be lawfully marketed without a marketing authorization. Any regulatory changes could have adverse consequences for us and make it more difficult or expensive for us to conduct our business by requiring pre-market clearance or approval and compliance with additional post-market regulatory requirements with respect to those products.

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Disruptions at the FDA and other government agencies or notified bodies caused by funding shortages or global health concerns could hinder their ability to hire, retain or deploy key leadership and other personnel, or otherwise prevent new or modified products from being developed, cleared or approved or commercialized in a timely manner or at all, which could negatively impact our business.

The ability of the FDA, foreign agencies and notified bodies to review and clear, approve or certify new products can be affected by a variety of factors, including government budget and funding levels, statutory, regulatory, and policy changes, the FDA’s, foreign agencies’ and notified bodies’ ability to hire and retain key personnel and accept the payment of user fees, and other events that may otherwise affect the FDA’s, foreign agencies’ and notified bodies’ ability to perform routine functions. Average review times at the FDA, foreign agencies and notified bodies have fluctuated in recent years as a result. In addition, government funding of other government agencies that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable. Disruptions at the FDA, foreign agencies and notified bodies and other agencies may also slow the time necessary for new drugs and medical devices or modifications to cleared or approved drugs and medical devices to be reviewed, approved and/or certified by necessary government agencies or notified bodies, which would adversely affect our business. For example, over the last several years, the United States government has shut down several times and certain regulatory agencies, such as the FDA, have had to furlough critical employees and stop critical activities.

Ongoing federal efforts to streamline government operations, including agency-wide efficiency programs, may further impact the resources and staffing levels available to the FDA. These changes could result in longer review times for our regulatory submissions. Any delays or disruptions in FDA review processes could adversely affect our product development timelines, market entry strategies, and overall business performance.

In the EU, notified bodies must be officially designated to certify products and services in accordance with the EU MDR and EU IVDR. Their designation process, which is significantly stricter under the new Regulations, has experienced considerable delays. Despite a recent increase in designations, the current number of notified bodies designated under the new Regulations remains significantly lower than the number of notified bodies designated under the previous regimes. The current designated notified bodies are, therefore, facing a backlog of requests, and review times have lengthened. This situation may impact the ability of our notified body to timely review and process our regulatory submissions and perform its audits.

Ethical, legal and social concerns related to the use of genetic information, sperm and egg selection services and stem cells could reduce demand for our service offerings.

Genetic testing, sperm and egg selection services and the use of stem cells have raised ethical, legal and social issues regarding privacy and the appropriate uses of information related to these services. Government authorities could, for social or other purposes, limit or regulate the use of genetic information or genetic testing or prohibit testing for genetic predisposition to certain conditions, particularly for those that have no known cure. They also could limit, regulate or prohibit (1) sperm and egg selection services or (2) the use of stem cells. Ethical, legal or social concerns may lead patients to refuse to use, or physicians to be reluctant to order or recommend, genetic tests, sperm and egg selection services and stem cell storage services even if permissible. These and other ethical, legal and social concerns may limit market acceptance and adoption of our service offerings or reduce the potential markets for our service offerings, either of which could have an adverse effect on our business, financial condition and results of operations.

The costs of complying with the requirements of federal, state and foreign laws pertaining to the privacy and security of personal information, including health related information and the potential liability associated with failure to do so could materially adversely affect our business.

Numerous laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability and integrity of personally identifiable information (PII), including protected health information (PHI). We collect and process PII in multiple ways in our various business lines and are subject to risk associated with compliance with many of these laws and regulations. Some of our businesses expose us to increasingly stringent regulations for handling personal information (where, for example, we collect or process PII deemed to be sensitive by regulatory authorities, such as PHI).

Under U.S. law, HIPAA establishes national privacy and security standards for protection of PHI by covered entities and the business associates with whom such entities contract for services. HIPAA requires both covered entities and business associates to develop and maintain policies and procedures for PHI that is used or disclosed, and to adopt administrative, physical and technical safeguards to protect PHI. Mandatory penalties for HIPAA violations can be significant. A single breach incident can result in violations of multiple standards. If a person knowingly or intentionally obtains or discloses PHI in violation of HIPAA requirements, criminal penalties may also be imposed.

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We maintain technical, organizational and contractual safeguards that we believe are reasonable and appropriate to protect the privacy and security of PHI and other personally identifiable information consistent with applicable laws and our contractual obligations; however, we may not be able to prevent incidences of inappropriate use or unauthorized access to PHI by our employees, contractors or external factors, despite the safeguards. Any such breaches of our systems or those of our vendors, customers or other third parties could result in exposure to liability under federal and state laws and/or under our contractual arrangements and could adversely impact our business.

We are also subject to various other laws in the United States such as Section 5(a) of the Federal Trade Commission Act, which requires a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities and the CCPA, which gives California residents certain rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that has increased the likelihood of, and risks associated with data breach litigation. Similar laws have been enacted in other states and proposed at the federal level, and such laws may have potentially conflicting requirements that make compliance challenging.

We are also subject to laws and regulations in countries other than United States covering data privacy and the protection of health-related and other personal information. EU and EEA member states and other jurisdictions have adopted data protection laws and regulations, which impose significant compliance obligations. For example, the GDPR imposes stringent operational requirements for processors and controllers of personal data in the context of an establishment in the EEA or the processing of personal data of individuals within the EEA and increases the scrutiny of transfer of personal data from the EEA. Following the UK's withdrawal from the EEA and the EU, and the expiry of the transition period, companies will have to comply with the GDPR and the GDPR as incorporated into the UK national law (the UK GDPR). In addition, countries of the EEA may impose further obligations relating to the processing of genetic, biometric or health data, which could further add to our compliance costs and limit how we process this information. Some of the personal data we process in respect of clinical trial participants is special category or sensitive personal data under the GDPR, and subject to additional compliance obligations and to local law derogations. We may be subject to diverging requirements under EU member state laws and UK law. We are also subject to China's Personal Information Protection Law (PIPL), which imposes requirements regarding processing PII, data localization and cross-border transfers of PII, as well as a number of other laws in the Asia Pacific area. As these laws develop, we may need to make operational changes to adapt to these diverging rules, which could increase our costs and adversely affect our business.

Compliance with U.S. and foreign privacy and security laws, rules and regulations could require us to take on more onerous obligations in our contracts, require us to engage in costly compliance exercises, restrict our ability to collect, use and disclose data, or in some cases, impact our or our partners’ or suppliers’ ability to operate in certain jurisdictions. Each of these constantly evolving laws can be subject to varying interpretations. Any failure or perceived failure by us to comply with privacy or security laws, policies, legal obligations or industry standards or any security incident that results in the unauthorized release or transfer of PII may result in governmental enforcement actions and investigations including by European Data Protection Supervisory Authorities, fines and penalties, litigation, orders to cease or change our data processing activities, enforcement notices, assessment notices for a compulsory audit and/or civil claims (including class actions), adverse publicity and reputational damage. Such failures could have a material adverse effect on our financial condition and operations. If the third parties we work with violate applicable laws, contractual obligations or suffer a security breach, such violations may also put us in breach of our obligations under privacy laws and regulations and could in turn have a material adverse effect on our business.

When we acquire companies or business that engage in personal data processing, we may become subject to additional regulation or scrutiny, particularly if such activity is different in nature from what we have done in the past. For example, with the recent addition of cord blood and cord tissue storage (and other cryostorage) businesses, we interact directly with our customers and collect and maintain personal information regarding our customers and donors. Acquisitions like this could subject us to additional regulatory and consumer liability risk and the cost of analyzing and integrating new privacy compliance programs.

Changes in legislation and government regulation of the health care industry both in the United States and internationally, as well as third-party payors' efforts to control the costs of health care could materially adversely affect our business.
 
The ACA made extensive changes to the delivery of health care in the United States. Among the provisions of the ACA, of greatest importance to the medical device industry and pharmaceutical industry are the following:

• Establishment of the Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with funding for such research;
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• Payment system reforms including a national pilot program on payment bundling to encourage hospitals, physicians and other providers to improve the coordination, quality and efficiency of certain health care services through bundled payment models;
• Establishment of a Center for Medicare & Medicaid Innovation at CMS to test innovative payment and service delivery models to lower Medicare and Medicaid spending; and
• An increase in the statutory minimum rebates a manufacturer must pay under the Medicaid Drug Rebate Program to 23.1% and 13% of the average manufacturer price for most branded and generic drugs, respectively.

These measures could result in decreased net revenues or increased expenses from our fertility, office and surgical portfolios and decrease potential returns from our development efforts.

Other legislative changes which impact the medical device and pharmaceutical industry have been proposed and adopted since the ACA was enacted, including, the Budget Control Act of 2011, which, among other things, included aggregate reductions to Medicare payments to providers and the Medicare Access and CHIP Reauthorization Act of 2015, which, among other things, replaced and changed the formula by which Medicare made annual payment adjustments to physicians and the American Rescue Plan Act of 2021, which eliminated the statutory Medicaid drug rebate cap.

In foreign countries where we market our products, recent healthcare reform has taken place as well. For instance, in December 2021, the EU Regulation No 2021/2282 on Health Technology Assessment (HTA) amending Directive 2011/24/EU was adopted. This Regulation intends to boost cooperation among EU member states in assessing health technologies, including certain high-risk medical devices, and provide the basis for cooperation at the EU level for joint clinical assessments in these areas. It will permit EU member states to use common HTA tools, methodologies, and procedures across the EU, working together in four main areas, including joint clinical assessment of the innovative health technologies with the highest potential impact for patients, joint scientific consultations whereby developers can seek advice from HTA authorities, identification of emerging health technologies to identify promising technologies early, and continuing voluntary cooperation in other areas. Individual EU member states will continue to be responsible for assessing non-clinical (e.g., economic, social, ethical) aspects of health technologies, and making decisions on pricing and reimbursement.

We expect that additional state, federal and foreign health care reform measures will be adopted in the future, including those initiatives affecting coverage and reimbursement for our products, any of which could limit the amounts that federal state and foreign governments will pay for health care products and services, which could adversely affect the growth of the market for our products or demand for our products, or result in additional pricing pressures. Also, any adoption of health care reform proposals on a state-by-state basis could require us to develop state-specific marketing and sales approaches. We cannot predict the effect such reforms or the prospect of their enactment may have on our business.

In addition, third-party payors, whether governmental or commercial, whether inside the United States or abroad, increasingly attempt to contain or reduce the costs of health care. These cost-control methods include prospective payment systems, capitated rates, group purchasing, redesign of benefits, requiring pre-authorizations or second opinions prior to certain medical procedures, encouragement of healthier lifestyles and exploration of more cost-effective methods of delivering health care. Although cost controls or other requirements imposed by third-party payors have not historically had a significant effect on contact lens prices or distribution practices, this could change in the future and could adversely affect our business.

We may enroll as in-network providers and suppliers with certain payors. Although, becoming an in-network provider or enrolling as a supplier means that we have agreed with these payors to provide certain of our tests at negotiated rates, it does not obligate any physicians to order our tests or guarantee that we will receive reimbursement for our tests from these or any other payors at adequate levels. Thus, these payor relationships, or any similar relationships we may establish in the future, may not result in acceptable levels of reimbursement for our tests or meaningful increases in our physician customer base. We cannot predict whether, under what circumstances, or at what payment levels payors will cover and reimburse for our tests. If we fail to establish and maintain broad coverage and reimbursement for our tests, our ability to generate increased revenue and grow our test volume and customer base could be limited and our future prospects and our business could suffer.

Laws pertaining to health care fraud and abuse could materially adversely affect our business.

We may be subject to various federal, state and foreign laws pertaining to health care fraud and abuse, including anti-kickback, physician self-referral false claims and physician payment transparency laws and regulations. These laws may constrain the business or financial arrangements and relationships through which we conduct our operations, including our commercial laboratory operations and how we research, market, sell and distribute any products for which we obtain marketing approval. Such laws include:
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• the federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving or providing any remuneration (including any kickback, bribe or certain rebates), directly or indirectly, overtly or covertly, in cash or in kind, in return for, either the referral of an individual or the purchase, lease, or order, or arranging for or recommending the purchase, lease, or order of any good, facility, item or service, for which payment may be made, in whole or in part, under a federal healthcare program such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or specific intent to violate it in order to have committed a violation;

• the federal physician self-referral prohibitions, commonly known as the Stark Law, which generally prohibit entities from billing a patient or the Medicare or Medicaid programs for certain designated health services, including clinical laboratory services, when the physician ordering the service, or any member of such physician’s immediate family, has a financial interest, such as an ownership or investment interest in or compensation arrangement with us, unless the arrangement meets an exception to the prohibition. These prohibitions apply regardless of any intent by the parties to induce or reward referrals or the reasons for the financial relationship and the referral;

• the federal false claims laws, including the civil False Claims Act, and civil monetary penalties laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, to the federal government, claims for payment or approval that are false or fraudulent, or knowingly making, using or causing to be made or used, a false record or statement material to a false or fraudulent claim, or knowingly making or causing to be made a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute or Stark Law constitutes a false or fraudulent claim for purposes of the civil False Claims Act;

• the federal Civil Monetary Penalties Law, which, among other things, authorizes the imposition of civil monetary penalties, assessments, and exclusion against an individual or entity based on a variety of prohibited conduct, including, but not limited to, offering remuneration to a federal healthcare program beneficiary that the individual or entity knows or should know is likely to influence the beneficiary to order or receive healthcare items or services from a particular provider;

• the federal Health Insurance Portability and Accountability Act of 1996, which imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement, in connection with the delivery of, or payment for, healthcare benefits, items or services. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

• the federal Physician Payments Sunshine Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to the CMS, information related to payments and other “transfers of value” made to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), certain non-physician practitioners including physician assistants and nurse practitioners, and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members; and

• analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, which may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers and self-pay patients; some state laws that require biotechnology companies to comply with the industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government and may require drug and device manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; some state laws that require biotechnology companies to report information on the pricing of certain drug products; and some state and local laws that require the registration of sales representatives.

In addition, federal government price reporting laws, among other things, require us to calculate and report complex pricing metrics to government programs, where such reported prices may be used in the calculation of reimbursement and/or discounts on our marketed drugs. Participation in these programs and compliance with the applicable requirements may subject us to potentially significant discounts on our products, increased infrastructure costs and potentially limit our ability to offer certain marketplace discounts.
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Violations of these laws are punishable by criminal and civil sanctions, including, in some instances, exclusion from participation in federal and state health care programs, including Medicare, Medicaid, Veterans Administration health programs and TRICARE. Similarly, if the physicians or other providers or entities with whom we do business are found to be non-compliant with applicable laws, they may be subject to sanctions, which could indirectly have a negative impact on our business, financial condition and results of operations. Because of the complex and far-reaching nature of these laws, we cannot be assured that we would not be required to alter one or more of our practices to be in compliance with these laws. Any violations of these laws or regulations could result in a material adverse effect on our business, financial condition and results of operations. In addition, changes in these laws, regulations, or administrative or judicial interpretations, may require us to further change our business practices or subject our existing business practices to legal challenges, which could have a material adverse effect on our business.

Risks Relating to Interest and Foreign Exchange Rates, Debt and Equity

Exchange rate fluctuations and foreign currency hedges could adversely affect our financial results.

As a result of our international operations, currency exchange rate fluctuations may affect our results of operations and financial position. Our most significant currency exposures are the British pound, Euro and Japanese yen. We expect to generate an increasing portion of our revenue and incur a significant portion of our expenses in currencies other than U.S. dollars. To the extent we are unable to materially offset non-functional currency flows, exchange rate fluctuations could have a positive or negative impact on our financial condition and results of operations. Because our consolidated financial results are reported in U.S. dollars, if we generate sales or earnings in other currencies, the translation of those results into U.S. dollars can result in a significant increase or decrease in the amount of those sales or earnings and can make it more difficult for our stockholders to understand the relative strengths or weaknesses of the underlying business on a period-over-period comparative basis. Although we may enter into foreign exchange agreements with financial institutions to reduce our net exposure to fluctuations in foreign currency values relative to our non-functional currency obligations or balances, they would not eliminate that risk entirely.

We are vulnerable to interest rate risk with respect to our debt.

We are subject to interest rate risk in connection with the issuance of variable and fixed-rate debt. In order to maintain a desired mix of fixed-rate and variable-rate debt, from time to time we may use interest rate swap agreements to fix a portion of our variable-rate debt as further described in Note 13. Financial Derivatives and Hedging of the Consolidated Financial Statements. We may not be successful in structuring such swap agreements to manage our risks effectively, which could adversely affect our business.

Our indebtedness could adversely affect our financial health and prevent us from fulfilling our debt obligations.

We have now and expect to continue to have a significant amount of indebtedness.

Our indebtedness could:

• increase our vulnerability to general adverse economic and industry conditions;
• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, research and development efforts and other general corporate purposes;
• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
• place us at a competitive disadvantage compared to our competitors that have less debt;
• result in greater interest rate risk and volatility;
• limit our ability to borrow additional funds; and
• make it more difficult for us to satisfy our obligations with respect to our debt, including our obligation to repay our credit facilities under certain circumstances, or refinance our indebtedness on favorable terms or at all.

Our credit facilities contain financial and other restrictive covenants that could limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt, which could adversely affect our business.

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Volatility in the securities markets, interest rates, and other factors could substantially increase our defined benefit plan costs.

We sponsor a defined benefit plan for certain employees in the United States. This defined benefit plan is funded with trust assets invested in a diversified portfolio of securities and other investments. Changes in interest rates, mortality rates, early retirement rates, investment returns, discount rates and the market value of plan assets can affect the funded status of our defined benefit plan and cause volatility in the net periodic benefit cost and future funding requirements of the plan. A significant increase in our obligations or future funding requirements could increase our cash requirements and adversely affect our business.

Risks Relating to Taxes

Changes in tax laws, examinations by tax authorities, and changes in our geographic composition of income could adversely affect our financial results.

We are subject to U.S. and foreign tax laws that may change. The base erosion and profit shifting (BEPS) project undertaken by the Organisation for Economic Co-operation and Development (OECD) includes Pillar Two, a global minimum tax rate of 15% that may adversely affect our provision for income taxes.

We are subject to the examination of our tax returns and other matters by tax authorities. Tax authorities could challenge our positions related to transfer pricing and intercompany transactions, including the valuation of intangible assets. Tax examinations can result in costly litigation with significant interest and penalties and ultimate settlement can take several years. For example, we have engaged (and expect to continue to engage) with tax authorities over tax positions we have taken in connection with our acquisitions, and such examinations could cause us to incur significant expense (and adverse determinations by the tax authority could result in penalties) which could have an adverse effect on our financial results.

Our effective tax rate could fluctuate based on the geographic composition of income, which could significantly change based on our business results and acquisitions. Our effective tax rate could also fluctuate based on changes in estimates, changes in excess tax benefits from share-based compensation, changes in nondeductible expenses, changes in tax laws and the valuation of deferred tax assets and liabilities. These fluctuations could have an adverse effect on our financial results.

Item 1B. Unresolved Staff Comments .

None.

Item 1C. Cybersecurity.

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our information assets and communication networks and mitigate risks to our assets, data, employees and customers. Our cybersecurity risk management program includes a cybersecurity incident response plan which is regularly updated to include structured processes encompassing preparation, identification, notification, containment, analysis, eradication, recovery and follow up.

We have designed and assessed our program based on the Center for Internet Security Critical Security Controls (CIS Controls) and Safeguards. This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the CIS Controls as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program , and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Our cybersecurity risk management program includes:

• responsibility for inventory and control of enterprise and software assets, technical and administrative controls and testing of our controls and security measures;

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• risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;

• a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

• the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls, including monitoring and alerting;

• cybersecurity awareness training of our employees, incident response personnel, and senior management; and

• a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents.

There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors – Cybersecurity threats continue to increase in frequency and sophistication; a successful cybersecurity attack 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 which could disrupt our business, force us to incur excessive costs or cause reputational harm.”

Cybersecurity Governance

Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated oversight of cybersecurity and other information technology risks to the Audit Committee. The Audit Committee oversees management’s implementation of our cybersecurity risk management program.

The Audit Committee receives regular reports from management on our cybersecurity risks and reviews our cybersecurity program on at least an annual basis, or more frequently as necessary or advisable. In addition, the Audit Committee is informed, as necessary, regarding material cybersecurity incidents, as well as incidents with lesser impact potential.

The Audit Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity. The Board of Directors also receives an annual briefing from our Chief Information Officer, or CIO, on our cybersecurity program, including risks and priorities.

Our cybersecurity program is led by our CIO, who has over 25 years of experience in information technology. Our CIO leads a credentialed and experienced Information Security team who has primary responsibility for our overall cybersecurity risk management program and who supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our Enterprise Risk Leadership Team, including our Chief Operating Officer & General Counsel, and the Chief Financial Officer, is responsible for assessing and managing our material enterprise risks, including risks from cybersecurity threats.

Our Information Security team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

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Item 2. Properties.

The following is a summary of Cooper's principal facilities as of October 31, 2025. We generally lease our office and operations facilities but own several manufacturing and research and development facilities, including 332,172 square feet in the United Kingdom, 347,329 square feet in Costa Rica, 115,000 square feet in Puerto Rico, 512,854 square feet in New York, 80,000 square feet in Arizona and 34,453 square feet in Texas. The following table lists those properties that we lease. Our lease agreements expire at various dates through the year 2045. We believe our properties are suitable and adequate for our businesses.

Location Approximate Leased
Square Feet Operations
AMERICAS
United States:
California
119,433  Executive offices; CooperVision manufacturing and administrative offices; CooperSurgical research & development and administrative offices

New York
137,813  CooperVision distribution and administrative offices; CooperSurgical administrative offices
New Jersey 37,700  CooperSurgical research & development, distribution and administrative offices

Connecticut
267,737  CooperSurgical manufacturing, distribution and administrative offices

Arizona 90,000  CooperVision manufacturing
Texas
272,895  CooperSurgical manufacturing and distribution

Puerto Rico 682,650  CooperVision manufacturing, distribution and research & development

Canada 40,973  CooperVision manufacturing and administrative office; CooperSurgical distribution, research & development and administrative offices

Other Americas 89,576  CooperVision distribution, marketing and administrative offices; CooperSurgical manufacturing, distribution and administrative offices

EMEA
United Kingdom 352,964  CooperVision manufacturing, distribution, research & development and administrative offices; CooperSurgical distribution, research & development and administrative offices

Hungary 421,953  CooperVision manufacturing and distribution

Belgium 248,341  CooperVision distribution; CooperSurgical administrative office

Spain 181,145  CooperVision distribution and administrative office; CooperSurgical administrative office
Netherlands 282,515  CooperVision administrative offices; CooperSurgical distribution

Other EMEA 180,686  CooperVision distribution and administrative office; CooperSurgical administrative office and distribution

ASIA PACIFIC
Japan 120,669  CooperVision distribution, marketing, administrative offices and apartment; CooperSurgical marketing and research & development

Australia 55,557  CooperVision distribution and marketing; CooperSurgical distribution and research & development

China
50,663  CooperVision administrative office, distribution and apartment; CooperSurgical administrative office

Other Asia Pacific 65,053  CooperVision distribution, marketing and administrative office; CooperSurgical administrative office

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THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 3. Legal Proceedings.

Information regarding legal proceedings is included in Note 11. Contingencies of the Consolidated Financial Statements.

Item 4. Mine Safety Disclosures.
Not applicable.
43

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 
Our common stock, par value $0.10 per share, is traded on the Nasdaq under the symbol “COO.” As of December 1, 2025, there were 141 common stockholders of record.

Dividends

In December 2023, our Board of Directors decided to end the declaration of the semiannual dividend. Any future determination to pay dividends will be made at the discretion of our Board of Directors subject to applicable laws and will depend on, among other factors, our results of operations, financial condition, contractual restrictions and capital requirements.
Performance Graph

This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

The following graph compares the cumulative total return on our common stock with the cumulative total return of the Standard & Poor 500 and the Standard & Poor's Health Care Equipment Index for the five-year period ended October 31, 2025. The graph assumes that the value of the investment in Cooper and in each index was $100 on October 31, 2020, and assumes that all dividends were reinvested.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among The Cooper Companies, Inc.,
the S&P 500 Index and the S&P Health Care Equipment Index

*$100 invested on October 31, 2020, in stock or index, including reinvestment of dividends.
Fiscal year ending October 31.
Copyright© 2025 Standard & Poor's, a division of S&P Global. All rights reserved.

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THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Issuer Purchases of Equity Securities
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 October 31, 2025, $966.4 million remains authorized for repurchase.
The following table provides information about the shares repurchased by the Company for the three months ended October 31, 2025:

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)

August 1, 2025 to August 31, 2025
399.4  $ 65.68  399.4  $ 137.4 
September 1, 2025 to September 30, 2025
2,006.2  $ 67.08  2,006.2  $ 1,002.8 
October 1, 2025 to October 31, 2025
517.9  $ 70.40  517.9  $ 966.4 
Total
2,923.5   $ 67.48   2,923.5  

Unregistered Sales of Equity Securities
None.

Equity Compensation Plan Information

The following table sets forth certain information as of October 31, 2025, concerning the shares of our Common Stock that may be issued under any form of award granted under our equity compensation plans in effect as of October 31, 2025:

Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)
(A)
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (2)
(B)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) (3)
(C)

Equity compensation plans approved by shareholders
5,444,288 $77.54 7,882,366
Equity compensation plans not approved by shareholders — — —
Total 5,444,288 $77.54 7,882,366

(1) Includes (i) 1,211,579 shares subject to outstanding Restricted Stock Units (RSU), (ii) 744,980 shares subject to outstanding Performance Share Units (PSU), calculated at the maximum potential payout and (iii) 3,487,729 shares subject to outstanding options. Does not include rights to purchase shares under the 2019 Employee Stock Purchase Plan (the "2019 ESPP" or the "ESPP"), which depend on a number of factors described in the 2019 ESPP.

(2) The weighted-average exercise price is calculated based solely on the exercise prices of outstanding options and do not reflect shares to be issued upon the vesting of RSUs and PSUs, which have no exercise price.

(3) Includes (i) 4,315,716 shares available for issuance under the 2023 Plan, (ii) 3,499,807 s hares available for issuance under the 2019 ESPP and (iii) 66,843 shares available for issuance under the 2020 Long Term Incentive Plan for Non-Employee Directors.

Item 6. Reserved
45

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Note numbers refer to “Notes to Consolidated Financial Statements” in Item 8. Financial Statements and Supplementary Data.

Results of Operations

In this section, we discuss the results of our operations for fiscal 2025 compared with fiscal 2024. We discuss our cash flows and current financial condition under “Capital Resources and Liquidity.” For a discussion related to fiscal 2024 compared with fiscal 2023, please refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended October 31, 2024, which was filed with the SEC on December 6, 2024, and is available on the SEC's website at www.sec.gov and our Investor Relations website at investor.coopercos.com.

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 “Risk Factors” section in Part I, Item 1A of this filing. 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 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 NMPA approval for use of the MiSight 1 day lens in China and received MHLW 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).
46

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.
Net Sales

CooperVision 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.
47

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations

CooperVision Net Sales by Category

($ in millions) 2025 2024 2025 vs 2024 % Change

Toric and multifocal
$ 1,351.3  $ 1,257.2  7  %
Sphere, other
1,392.5  1,352.2  3  %
$ 2,743.8  $ 2,609.4  5  %

In the fiscal year ended October 31, 2025, the growth experienced across all categories was positively impacted by favorable foreign exchange rate fluctuations of approximately $16.0 million.
• Toric and multifocal grew primarily through the success of Biofinity and MyDay.
• Sphere, other grew primarily through MiSight and MyDay, offset by a decrease in legacy hydrogel products.
• "Other" products represented less than 1% of net sales in fiscal 2025 and 2024.
CooperVision Net Sales by Geography
CooperVision competes in the worldwide soft contact lens market and services in three primary regions: the Americas, EMEA and Asia Pacific.

($ in millions) 2025 2024 2025 vs. 2024 % Change

Americas $ 1,124.3  $ 1,067.3  5  %
EMEA 1,064.4  988.3  8  %
Asia Pacific 555.1  553.8  —  %
$ 2,743.8  $ 2,609.4  5  %

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.
48

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations

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).
CooperSurgical Net Sales by Category

($ in millions) 2025 2024 2025 vs. 2024 % Change

Office and surgical $ 824.0  $ 774.7  6  %
Fertility 524.6  511.3  3  %
$ 1,348.6  $ 1,286.0  5  %

In the fiscal year ended October 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 genomic services and gamete services.
Gross Margin
Consolidated gross margin decreased in fiscal 2025 to 66% compared to 67% in fiscal 2024, primarily driven by inventory and long-lived asset write-offs and severance costs related to workforce optimization initiatives.
49

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Selling, General and Administrative (SGA) Expenses

($ in millions) 2025 % Net
Sales 2024 % Net
Sales 2025 vs. 2024 % Change

CooperVision $ 969.3  35  % $ 910.7  35  % 6  %
CooperSurgical 568.4  42  % 534.2  42  % 6  %
Corporate 90.1  —  88.8  —  1  %
$ 1,627.8  40  % $ 1,533.7  39  % 6  %

CooperVision's SGA expenses increased in fiscal 2025 compared to fiscal 2024 primarily due to increased selling activities, severance costs related to workforce optimization initiatives, and long-lived asset write-offs.
CooperSurgical's SGA expense s increased in fiscal 2025 compared to fiscal 2024 primarily due to severance costs related to workforce optimization initiatives, increased selling activities, and long-lived asset write-offs.
Corporate SGA expenses increased in fiscal 2025 compared to fiscal 2024 primarily due to an increase in severance costs related to workforce optimization initiatives.
Research and Development (R&D) Expenses

($ in millions) 2025 % Net
Sales 2024 % Net
Sales 2025 vs. 2024 % Change

CooperVision $ 91.3  3  % $ 82.9  3  % 10  %
CooperSurgical 80.9  6  % 72.2  6  % 12  %
$ 172.2  4  % $ 155.1  4  % 11  %

Coop erVision's R&D expense s increased in fiscal 2025 compared to fiscal 2024 primarily due to an increase in R&D project spend. 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 fiscal 2025 compared to fiscal 2024 primarily due to an increase in R&D project spend. CooperSurgical's R&D activities are primarily focused on the development of surgical devices and fertility solutions, manufacturing technology and process enhancements.
Amortization Expense

($ in millions) 2025 % Net
Sales 2024 % Net
Sales 2025 vs. 2024 % Change

CooperVision $ 21.0  1  % $ 28.2  1  % (26) %
CooperSurgical 178.2  13  % 173.0  13  % 3  %
$ 199.2  5  % $ 201.2  5  % (1) %

CooperVision's amortization expense decreased in fiscal 2025 comp ared to fiscal 2024, primarily due to certain intangible assets being fully amortized.
CooperSurgical's amortization exp ense increased in fiscal 2025 compared to fiscal 2024 , primarily due to the amortization of intangible assets acquired through acquisitions in the second half of fiscal 2024.
50

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operating Income

($ in millions) 2025 % Net
Sales 2024 % Net
Sales 2025 vs. 2024 % Change

CooperVision $ 729.6  27  % $ 676.2  26  % 8  %
CooperSurgical 43.4  3  % 118.3  9  % (63) %
Corporate (90.1) — (88.8) — 1  %
$ 682.9  17  % $ 705.7  18  % (3) %

CooperVision's operating income increased in fiscal 2025 compared to fiscal 2024, primarily due to the increase in net sales outpacing the increase in operating expenses.
CooperSurgical's operating income decreased in fiscal 2025 compared to fiscal 2024, primarily due to inventory and long-lived asset write-offs, severance costs related to workforce optimization initiatives and an increase in amortization expense.
Corporate operating loss increased in fiscal 2025 compared to fiscal 2024, primarily due to an increase in severance costs related to workforce optimization initiatives.
Interest Expense

($ in millions) 2025 % Net
Sales 2024 % Net
Sales 2025 vs. 2024 % Change

Interest expense $ 100.0  2  % $ 114.3  3  % (13) %

Interest expense decreased during fiscal 2025 compared to the prior year, primarily due to lower interest rates and lower average debt balances.
Other Expense, Net

($ in millions) 2025 2024
Foreign exchange loss $ 8.0  $ 5.2 
Other expense, net
8.4  3.9 
$ 16.4  $ 9.1 

Foreign exchange loss was primarily due to movements of U.S. dollar against various foreign currencies and the effect on intercompany receivables and payables.
Other expense, net increased in fiscal 2025, primarily due to a loss on the disposal of a minority interest investment.
Provision for Income Taxes
The effective tax rates for fiscal 2025 and 2024 were 33.8% and 32.6%, 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.
The effective tax rate for fiscal 2025 and 2024 was higher than the U.S. federal statutory rate primarily due to foreign earnings subject to U.S. tax and foreign earnings in jurisdictions with different tax rates.
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 provision for income taxes.
See Note 6. Income Taxes for further information.
51

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAPITAL RESOURCES AND LIQUIDITY
Working capital at October 31, 2025, and October 31, 2024, was $993.6 million and $928.7 million, respectively. The increase in working capital was primarily due to increases in trade accounts receivable mainly driven by higher sales and timing of collections and inventories, partially offset by increases in accounts payable, employee compensation and benefits and short-term debt.
Cash Flow

($ in millions) 2025 2024 2023
Operating activities $ 796.1  $ 709.3  $ 607.5 
Investing activities (372.9) (764.6) (449.0)
Financing activities (425.9) 39.2  (173.9)
Effect of exchange rate changes on cash, cash equivalents and restricted cash 5.6  2.9  (2.3)
Net increase (decrease) in cash, cash equivalents and restricted cash $ 2.9  $ (13.2) $ (17.7)

Operating Cash Flow
Cash provided by operating activities in fiscal 2025 increased compared to fiscal 2024, primarily due to changes in prepaid and other assets and an increase in non-cash add-back of long-lived asset write-offs.
Investing Cash Flow
Cash used in investing activities in fiscal 2025 decreased compared to cash used in investing activities in fiscal 2024, primarily attributable to $343.4 million cash paid for acquisitions in fiscal 2024.
Financing Cash Flow
Cash used in financing activities in fiscal 2025 was primarily attributable to the repurchase of common stock, net repayments on the revolving credit, and the first installment payment related to the Cook Medical acquisition.
Cash provided by financing activities in 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. See Note 5. Financing Arrangements for further information.
The following is a summary of the maximum commitments and the net amounts available to us under different credit facilities as of October 31, 2025:

(In millions) Facility Limit Outstanding Borrowings Outstanding Letters of Credit Total Amount Available Maturity Date
Revolving Credit:
2024 Revolving Credit $ 2,300.0  $ 956.3  $ 5.3  $ 1,338.4  May 1, 2029
Term Loan:
2021 Term Loan 1,500.0  1,500.0  n/a —  December 17, 2026
Total $ 3,800.0  $ 2,456.3  $ 5.3  $ 1,338.4 

As of October 31, 2025, 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 5. Financing Arrangements 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 Financial Statements included in this annual 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.
52

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
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 October 31, 2025, $966.4 million remains authorized for repurchase.
In fiscal 2025, the Company repurchased 4.1 million shares of its common stock for $290.1 million, at a weighted average price of $69.30 per share under the program. In fiscal 2024, there were no share repurchases under the program. See Note 8. Stockholders’ Equity for additional information.
Dividends
In December 2023, the Company's Board of Directors decided to end the declaration of the semiannual dividend.
Stock Split
On February 16, 2024, the Company effected a four-for-one stock split of its outstanding shares of common stock. All share and per share information has been retroactively adjusted to reflect the stock split for all periods presented. The par value of the common stock remains $0.10 per share.
Contractual Obligations
As of October 31, 2025, our material cash requirements consisted of future payments for debt and related interests, income tax liabilities related to one-time transition tax, purchase obligations, operating lease and Retirement Income Plan.
We incur interest on a revolving loan and a term loan. Using the same interest rate of October 31, 2025, and assuming borrowings as of October 31, 2025, remain constant throughout all periods, these loans would result in interest payments of $98.7 million in the twelve months ending October 31, 2026, and $128.9 million in the years thereafter. See Note 5. Financing Arrangements for additional information related to debt and interests.
Income tax liabilities related to the one-time transition tax resulted from the enactment of the 2017 U.S. Tax Act and are payable in annual installments through fiscal 2026. The installment for fiscal 2025 is classified in "Other current liabilities" in our Consolidated Balance Sheet. See Note 6. Income Taxes for the expected one-time transition tax payments.
Purchase obligations consist of agreements to purchase goods and services that are enforceable and legally binding and includes obligations for inventory, capital expenditures and other operating expense commitments. As of October 31, 2025, we had purchase obligations of $585.1 million, with $279.3 million payable within the twelve months ending October 31, 2026.
The minimum future payments for operating leases are disclosed in Note 2. Operating Leases and the expected future benefit payments for our Retirement Income Plan through 2035 are disclosed in Note 10. Employee Benefits.
53

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Estimates
 Management estimates and judgments are an integral part of financial statements prepared in accordance with GAAP. We consider an accounting estimate critical if changes in the estimate may have a material impact on our financial condition or results of operations. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable, however, actual results could differ from the original estimates, requiring adjustment to these balances in future period. The critical accounting policies described in this section address the more significant estimates required of management when preparing the Consolidated Financial Statements in accordance with GAAP.
• Revenue recognition - We recognize revenue from product sales when obligations under the terms of a contract with the customer are satisfied; generally, this occurs with the transfer of control of the goods to customers and/or when services are rendered. Our payment terms are typically between 30 to 120 days. Provisions for certain rebates, sales incentives, volume discounts, contractual pricing allowances and product returns are accounted for as variable consideration and recorded as a reduction in sales. Estimating these provisions requires judgment based on current and historical customer patterns related to these programs or contractual terms as described below.
Product discounts, including certain rebates, sales incentives, and volume discounts are granted based on terms of the arrangement with direct distribution customers and at times the indirect end consumer. We evaluate contractual terms, historical experience, and perform internal analysis to estimate total product discounts at the time revenue is recognized. Variations between our estimates and actual product discounts have not been material. CooperSurgical rebates are predominately related to the Medicaid rebate provision that is estimated based upon contractual terms, historical experience, and trend analysis which requires judgment due to the length of time between sale and reimbursement from Medicaid.
Sales returns are estimated and recorded based on historical sales return data. Promotional programs, such as cooperative advertising arrangements, are recorded in the same period as related sales. Reasonably likely changes to assumptions used to calculate the accruals for rebates, sales incentives, volume discounts, contractual pricing allowances and product returns are not anticipated to have a material effect on the financial statements. We currently disclose the impact of changes to assumptions in the quarterly or annual filing in which there is a material financial statement impact.
• Business combinations - We routinely consummate business combinations. Results of operations for acquired companies are included in our consolidated results of operations from the date of acquisition. We recognize separately from goodwill, the identifiable assets acquired, including acquired in-process research and development (IPR&D), the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date fair values as defined by accounting standards related to fair value measurements. The fair value of the identifiable intangible assets is determined primarily using the “income approach.” Key assumptions routinely utilized in the income approach to allocate the purchase price to intangible assets include risk-adjusted discount rates and projected financial information such as revenue projections, expected gross and operating margins for the acquired companies. The fair value of IPR&D also factors in probability assumptions about the stage of development and successful completion. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill.
• Income taxes - Income taxes are estimated based on enacted income tax laws and the results of operations in each jurisdiction. Deferred tax assets and liabilities are estimated based on temporary differences between the financial reporting basis and income tax basis of assets and liabilities. Judgment is required in measuring the value of deferred tax assets, which are reduced by a valuation allowance to the extent it is more likely than not that the tax benefits are not expected to be realized, including tax credits and net operating loss carryforwards expected to expire before they can be claimed or deducted. For uncertain tax positions, judgment is required in evaluating tax positions for uncertainty in the application of accounting guidance and tax laws. A tax benefit is recognized if it is more likely than not a tax position will be sustained based on its technical merits in a tax authority examination, based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority.

Accounting Pronouncements
Information regarding new accounting pronouncements is included in Note 1. Organization and Significant Accounting Policies.

54

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 7A. 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 October 31, 2025, 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 $114.4 million in operating income for the fiscal year ended October 31, 2025. Refer to Item 1A. Risk Factors - " Our substantial and expanding international operations are subject to uncertainties which could affect our business. " and Note 1. Organization and Significant Accounting Policies for further information.
Interest Rate Risk
We are exposed to risks associated with changes in interest rates, as the interest rates on our revolving lines of credit and term loans may vary with the federal funds rate and SOFR. As of October 31, 2025, we had outstanding debt for an aggregate carrying amount of $2.5 billion. 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 fourth quarter of fiscal 2025. Refer to Item 1A. Risk Factors - " We are vulnerable to interest rate risk with respect to our debt. " and Note 5. Financing Arrangements for further information.

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THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 8. Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm
 
To the Stockholders and the Board of Directors
The Cooper Companies, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of The Cooper Companies, Inc. and subsidiaries (the Company) as of October 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended October 31, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of October 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended October 31, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
56

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of the sufficiency of audit evidence over inventories and net sales
As discussed in Notes 1 and 12 to the consolidated financial statements and disclosed in the consolidated balance sheet and consolidated statement of income, the Company recorded $846.0 million in inventories and $4,092.4 million in net sales as of and for the year ended October 31, 2025, respectively. Inventories are primarily comprised of raw materials, work-in-process, and finished goods that are physically located at certain of the Company's locations. Net sales are recognized primarily from the sale of products from each of the Company's locations.

We identified the evaluation of the sufficiency of audit evidence over inventories and net sales as a critical audit matter. Evaluating the sufficiency of the audit evidence obtained required subjective auditor judgment because of the decentralized structure and geographic dispersion of the Company's manufacturing and distribution locations. This included determining the locations for which procedures were performed.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over inventories and net sales, including the determination of the Company’s locations for which those procedures were performed. For certain locations where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company's inventories and net sales processes, including controls over the amounts recorded in inventories and the amounts recorded in net sales. We assessed the recorded inventories for each location where procedures were performed by participating in a physical inventory count and observing a sample of inventories on hand and comparing the cost recorded for a sample of inventories on hand to underlying documentation. We 1) assessed recorded net sales by selecting a sample of net sales transactions and comparing the amount recognized to underlying documentation, such as contracts with customers and shipping documentation and 2) performed software-assisted data analyses to test the relationships among certain sales transactions. We evaluated the overall sufficiency of audit evidence obtained by assessing the results of procedures performed over inventories and net sales, including the appropriateness of the nature and extent of audit effort.

/s/ KPMG LLP
We have served as the Company’s auditor since 1982.
San Francisco, California
December 5, 2025
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Statements of Income

Years Ended October 31,
(In millions, except for earnings per share)
2025 2024 2023
Net sales $ 4,092.4   $ 3,895.4   $ 3,593.2  
Cost of sales 1,410.3   1,299.7   1,235.3  
Gross profit 2,682.1   2,595.7   2,357.9  
Selling, general and administrative expense 1,627.8   1,533.7   1,501.2  
Research and development expense 172.2   155.1   137.4  
Amortization of intangibles 199.2   201.2   186.2  

Operating income 682.9   705.7   533.1  
Interest expense 100.0   114.3   105.3  

Other expense 16.4   9.1   14.9  
Income before income taxes 566.5   582.3   412.9  
Provision for income taxes (Note 6) 191.6   190.0   118.7  
Net income $ 374.9   $ 392.3   $ 294.2  

Earnings per share (Note 7)*;

Basic $ 1.88   $ 1.97   $ 1.49  
Diluted $ 1.87   $ 1.96   $ 1.48  
Number of shares used to compute earnings per share*:
Basic 199.1   198.9   197.9  
Diluted 200.0   200.4   199.3  

* All periods presented have been adjusted to reflect the four -for-one stock split effected on February 16, 2024. Refer to Note 1. Organization and Significant Accounting Policies for further information.

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

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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income

Years Ended October 31,
(In millions)
2025 2024 2023
Net income $ 374.9   $ 392.3   $ 294.2  
Other comprehensive income (loss):
Cash flow hedges, net of tax of $ 8.6 , $ 13.4 and $( 2.4 ), respectively
( 26.9 ) ( 42.5 ) ( 7.0 )
Change in minimum pension liability, net of tax of $( 1.9 ), $ 0.5 and $ 1.0 , respectively
6.6   ( 1.7 ) 3.0  
Foreign currency translation adjustment 35.5   76.3   17.0  

Other comprehensive income (loss) 15.2   32.1   13.0  
Comprehensive income $ 390.1   $ 424.4   $ 307.2  

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

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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
October 31,
(In millions)
2025 2024
ASSETS
Current assets:
Cash and cash equivalents $ 110.6   $ 107.6  
Trade accounts receivable, net of allowance for credit losses of $ 51.9 at October 31, 2025 and $ 43.5 at October 31, 2024
829.0   717.0  
Inventories (Note 1) 846.0   802.7  

Prepaid expense and other current assets 320.8   324.2  

Total current assets 2,106.4   1,951.5  
Property, plant and equipment, net 2,082.0   1,863.4  

Goodwill (Note 4) 3,853.4   3,838.4  
Other intangibles, net (Note 4) 1,586.3   1,791.0  
Deferred tax assets 2,077.5   2,210.3  
Other assets 689.2   660.6  
Total assets
$ 12,394.8   $ 12,315.2  
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt (Note 5) $ 47.8   $ 33.3  
Accounts payable 300.4   260.5  
Employee compensation and benefits 210.6   174.8  
Deferred revenue 127.9   129.9  

Other current liabilities 426.1   424.3  

Total current liabilities 1,112.8   1,022.8  
Long-term debt (Note 5) 2,457.5   2,550.4  
Deferred tax liabilities 93.3   96.0  
Long-term tax payable 7.5   57.5  
Deferred revenue 201.8   193.3  

Other liabilities 282.8   311.6  
Total liabilities 4,155.7   4,231.6  
Contingencies (Note 11)
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, 217.6 issued and 195.9 outstanding at October 31, 2025 and 217.2 issued and 199.6 outstanding at October 31, 2024
21.8   21.7  
Additional paid-in capital 1,975.5   1,921.0  
Accumulated other comprehensive loss ( 406.5 ) ( 421.7 )
Retained earnings 7,643.3   7,268.4  
Treasury stock at cost: 21.7 shares at October 31, 2025 and 17.6 shares at October 31, 2024
( 995.2 ) ( 706.0 )
Total Cooper stockholders' equity 8,238.9   8,083.4  
Noncontrolling interests 0.2   0.2  
Stockholders’ equity (Note 8) 8,239.1   8,083.6  
Total liabilities and stockholders’ equity $ 12,394.8   $ 12,315.2  

* All periods presented have been adjusted to reflect the four -for-one stock split effected on February 16, 2024. Refer to Note 1. Organization and Significant Accounting Policies for further information.

The accompanying notes are an integral part of these Consolidated Financial Statements.
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity

  Common Shares Treasury Stock Additional Paid-In Capital Accumulated
Other
Comprehensive
Income Loss Retained Earnings Treasury Stock Noncontrolling Interests Total
Stockholders'
Equity
(In millions, except per share amounts) Shares Amount Shares Amount
Balance at October 31, 2022* 197.4   $ 19.7   17.8   $ 1.8   $ 1,749.4   $ ( 466.8 ) $ 6,584.9   $ ( 714.5 ) $ 0.2   $ 7,174.7  
Net income —  —  —  —  —  —  294.2   —  —  294.2  
Other comprehensive income (loss), net of tax —  —  —  —  —  13.0   —  —  —  13.0  
Issuance of common stock for stock plans, net and employee stock purchase plan 0.7   0.1   ( 0.1 ) —  7.0   —  —  4.2   —  11.3  

Dividends on common stock ($ 0.01 per share)
—  —  —  —  —  —  ( 3.0 ) —  —  ( 3.0 )
Share-based compensation expense —  —  —  —  60.8   —  —  —  —  60.8  
Balance at October 31, 2023* 198.1   $ 19.8   17.7   $ 1.8   $ 1,817.2   $ ( 453.8 ) $ 6,876.1   $ ( 710.3 ) $ 0.2   $ 7,551.0  
Net income —  —  —  —  —  —  392.3   —  —  392.3  
Other comprehensive income (loss), net of tax —  —  —  —  —  32.1   —  —  —  32.1  
Issuance of common stock for stock plans, net and employee stock purchase plan 1.5   0.1   ( 0.1 ) —  31.3   —  —  4.3   —  35.7  
Share-based compensation expense —  —  —  —  72.5   —  —  —  —  72.5  

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 —  —  —  —  —  —  374.9   —  —  374.9  
Other comprehensive income (loss), net of tax —  —  —  —  —  15.2   —  —  —  15.2  
Issuance of common stock for stock plans, net and employee stock purchase plan 0.4   0.1   —  —  ( 15.1 ) —  —  3.3   —  ( 11.7 )

Share-based compensation expense —  —  —  —  69.6   —  —  —  —  69.6  
Stock repurchase
( 4.1 ) —  4.1   —  —  —  —  ( 292.5 ) —  ( 292.5 )
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  

* All periods presented have been adjusted to reflect the four -for-one stock split effected on February 16, 2024. Refer to Note 1. Organization and Significant Accounting Policies for further information .

The accompanying notes are an integral part of these Consolidated Financial Statements.
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flow
Years Ended October 31,
(In millions)
2025 2024 2023
Cash flows from operating activities:
Net income $ 374.9   $ 392.3   $ 294.2  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 377.4   375.1   367.7  
Share-based compensation expense 70.5   75.1   62.1  
Non-cash operating lease expense 45.6   38.7   40.0  
Other including asset impairment charges 77.3   42.9   49.4  
Change in fair value of contingent consideration —   —   ( 31.8 )
Deferred income taxes 135.2   118.9   44.7  
Change in assets and liabilities:
Accounts receivable ( 120.3 ) ( 117.1 ) ( 60.2 )
Inventories ( 46.0 ) ( 59.3 ) ( 105.4 )
Other assets ( 74.5 ) ( 132.5 ) ( 89.4 )
Operating lease right-of-use assets and liabilities, net ( 46.8 ) ( 42.4 ) ( 34.2 )
Accounts payable 8.0   9.3   5.5  
Accrued liabilities 27.9   3.6   71.8  
Accrued income taxes ( 51.7 ) ( 15.4 ) ( 0.5 )
Other long-term liabilities 18.6   20.1   ( 6.4 )

Net cash provided by operating activities 796.1   709.3   607.5  
Cash flows from investing activities:
Purchases of property, plant and equipment ( 362.4 ) ( 421.2 ) ( 392.5 )
Acquisitions of businesses and assets, net of cash acquired, and other ( 10.5 ) ( 343.4 ) ( 56.5 )

Net cash used in investing activities ( 372.9 ) ( 764.6 ) ( 449.0 )
Cash flows from financing activities:
Proceeds from long-term debt, net of issuance costs 3,111.1   3,524.2   2,124.2  
Repayments of long-term debt ( 3,205.2 ) ( 3,506.8 ) ( 1,953.9 )
Net proceeds from (repayments of) short-term debt, other 14.2   ( 11.8 ) ( 351.1 )
Repurchase of common stock ( 290.1 ) —   —  
Proceeds related to share-based compensation awards 5.4   55.6   15.1  
Payments related to share-based compensation awards ( 24.8 ) ( 30.3 ) ( 13.1 )
Dividends on common stock —   —   ( 3.0 )
Issuance of common stock for employee stock purchase plan 10.6   8.3   7.9  
Acquisition installment payment
( 47.1 ) —   —  

Net cash provided (used in) by financing activities ( 425.9 ) 39.2   ( 173.9 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash 5.6   2.9   ( 2.3 )
Net increase (decrease) in cash, cash equivalents and restricted cash 2.9   ( 13.2 ) ( 17.7 )
Cash, cash equivalents, restricted cash and cash held for sale at beginning of year 107.7   120.9   138.6  
Cash, cash equivalents and restricted cash at end of year $ 110.6   $ 107.7   $ 120.9  

Supplemental disclosures of cash flow information:
Cash paid for:
Interest $ 115.1   $ 134.8   $ 117.5  
Income taxes 100.0   78.4   67.8  
Operating lease liabilities 49.9   48.0   47.5  
Operating lease ROU assets obtained in exchange for lease obligations 52.7   54.6   42.6  

62

Years Ended October 31,
(In millions)
2025 2024 2023
Reconciliation of cash flow information:
Cash and cash equivalents $ 110.6   $ 107.6   $ 120.8  
Restricted cash included in other current assets —   0.1   0.1  
Total cash, cash equivalents, restricted cash and cash held for sale $ 110.6   $ 107.7   $ 120.9  

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

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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Note 1. Organization and Significant Accounting Policies
Organization
The Cooper Companies, Inc. (Cooper, we or the Company) is a global medical device company publicly traded on the Nasdaq (Nasdaq: COO). Cooper operates through two business units, CooperVision and CooperSurgical.
• CooperVision primarily develops, manufactures and markets a broad range of soft contact lenses for the worldwide vision correction market.
• CooperSurgical primarily develops, manufactures, markets medical devices and procedures solutions, and provides services to improve fertility and women's health care market.
Principles of Consolidation  
The financial statements in this report include the results of all of Cooper's consolidated entities. All significant intercompany transactions and balances are eliminated on consolidation.
Use of Estimates
The preparation of Consolidated 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.
Revenue Recognition
Net Sales
The Company sells its products principally to a limited number of distributors, group purchasing organizations, eye care or health care professionals including independent practices, corporate retailers, hospitals and clinics or authorized resellers (collectively, its Customers). These Customers may subsequently resell the Company’s products to eye care or health care providers and patients. In addition to product supply and distribution agreements with Customers, the Company enters into arrangements with health care providers and payors that provide for government-mandated and/or privately negotiated rebates, chargebacks and discounts with respect to the purchase of the Company’s products. The Company considers purchase orders, which in some cases are governed by master sales agreements, to be contracts with a customer. As part of its consideration of the contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products or render services, each of which is distinct, to be the identified performance obligations. The consideration in the contract is allocated among the identified performance obligations based on a relative standalone selling price basis. The standalone selling price for each performance obligation is derived from the actual selling price or estimated using historical data or publicly available information.
Revenues from product sales are recognized when the Customer obtains control of the Company’s product, which occurs at a point in time, typically upon shipment or delivery to the Customer. Revenues from service sales are recognized when services are rendered, whether at a point in time or based on the passage of time depending on the type of services.
Stem cell revenue, which includes the initial processing service and ongoing storage service, accounts for the majority of our service revenues. Revenue allocated to the processing service is recognized at a point in time when the cord blood and/or cord tissue is processed and deemed ready for storage. Revenue allocated to storage service is recognized ratably over the terms of the storage contracts, which vary in length. The majority of the contracts have a term of one year or 18 years. Deferred revenue primarily represents prepaid stem cell storage as part of the CooperSurgical business unit. The current portion of the deferred revenue balances at the beginning of each year presented were generally fully recognized in a ratable manner in the subsequent 12-month period. We recognized revenue of approximately$ 129.9 million and $ 123.6 million for the year ended October 31, 2025, and October 31, 2024, respectively, that was included in the deferred revenue balance at October 31, 2024, and October 31, 2023.
Taxes collected from Customers and remitted to governmental authorities are excluded from revenues. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that the Company would have recognized is one year or less. See Note 12. Business Segment Information for disaggregation of revenue.
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Reserves for Variable Consideration
Revenues from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and which result from discounts, returns, chargebacks, rebates and other allowances that are offered within contracts between the Company and its Customers, health care providers, payors and other indirect customers relating to the Company’s sales of its products. These reserves are based on the amounts earned or to be claimed on the related sales and are classified primarily in current liabilities. Variable consideration is estimated based on the most likely amount or expected value approach, depending on which method the Company expects to better predict the amount of consideration to which it will be entitled. Once the Company elects one of the methods to estimate variable consideration for a particular type of performance obligation, the Company applies that method consistently.
Where appropriate, these estimates take into consideration a range of possible outcomes which are probability-weighted for relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract.
Trade Discounts and Allowances
The Company generally provides Customers with discounts, which include incentive fees that are stated in the Company’s contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized.
Product Returns
Consistent with industry practice, the Company generally offers Customers a limited right of return for a product that has been purchased from the Company. The Company estimates the amount of its product sales that may be returned by its Customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. Historically, returns have been infrequent and insignificant relative to our total sales. Our refund liability for product returns is included in "Other current liabilities" in our Consolidated Balance Sheets and represents the expected value of the aggregate refunds that will be due to our customers.
Rebates and Chargebacks
Rebates are estimated based on contractual terms, historical experience, customer mix, trend analysis and projected market conditions in the various markets served.
Chargebacks for fees and discounts to providers represent the estimated obligations resulting from contractual commitments to sell products to qualified healthcare providers at prices lower than the list wholesale prices charged to the Company’s direct customers. For certain office and surgical portfolio in CooperSurgical, customers charge the Company for the difference between what they pay for the product and the ultimate selling price to the qualified healthcare providers. These reserves are established in the same period that the related revenue is recognized, resulting in a reduction of product revenue. Chargeback amounts are generally determined at the time of resale to the qualified healthcare provider by customers. CooperSurgical rebates are predominately related to the Medicaid rebate provision that is estimated based upon contractual terms, historical experience, and trend analysis.
Share-Based Compensation
We grant various share-based compensation awards, including stock options, performance unit shares, restricted stock and restricted stock units. The Company accounts for share-based compensation expense based on estimated grant-date fair value, and expenses the amount over the vesting period of the award. Determining the fair value of share-based awards at the grant date requires judgment, including estimating Cooper's stock price volatility, employee exercise behaviors and related employee forfeiture rates.
The expected life of the share-based awards is based on the expected time to post-vesting forfeiture and/or exercise. Groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. In determining the expected volatility, management considers implied volatility from publicly-traded options on Cooper's common stock at the date of grant, historical volatility and other factors. The risk-free interest rate is based on the continuous rates provided by the United States Treasury with a term equal to the expected life of the award. The dividend yield is based on the projected annual dividend payment per share, divided by the stock price at the date of grant.
Forfeitures are estimated at the time of grant, based on historical experience, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Foreign Currency Translation  
Most of our operations outside the United States use their local currency as their functional currency. We translate these assets and liabilities into U.S. dollars at year-end exchange rates. We translate income and expense accounts at average exchange rates for the period. We record gains and losses from the translation of financial statements in foreign currencies into U.S. dollars in other comprehensive income. We record gains and losses from changes in exchange rates on transactions denominated in currencies other than each reporting location's functional currency in net income for each period .
Financial Derivatives and Hedging
Derivatives are recorded on the Consolidated Balance Sheets at fair value. Accounting for gains or losses resulting from changes in the values of those derivatives depends on the use of the derivative instrument and whether it qualifies for hedge accounting.
The gain or loss on derivative instruments designated and qualifying for cash flow hedge accounting is deferred in other comprehensive income. The changes in fair value for all trades that are not designated for hedge accounting are recognized in current period earnings. Deferred gains or losses from designated cash flow hedges are reclassified into earnings in the period that the hedged interest expense affects earnings. The effectiveness of cash flow hedges is assessed at inception and quarterly thereafter. The Company does not offset fair value amounts recognized for derivative instruments in its Consolidated Balance Sheets for presentation purposes.
Fair Value Measurements
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. An asset’s or liability’s level is based on the lowest level of input that is significant to the fair value measurement. Assets and liabilities carried at fair value are valued and disclosed in one of the following three levels of the valuation hierarchy:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.
The carrying value of cash and cash equivalents, accounts receivable, prepaid expense and other current assets, lines of credit, accounts payable and other current liabilities approximate fair value due to the short-term nature of such instruments and the ability to obtain financing on similar terms.
The carrying value of the Company's revolving credit facility and term loans approximates fair value based on current market rates (Level 2). Refer to Note 5. Financing Arrangements for further information.
The fair value of the Company's interest rate swap contracts is measured on a recurring basis by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates (forward curves) derived from observable market interest rate curves. The interest rate swap contracts were categorized as Level 2 in the fair value hierarchy, as the inputs to the derivative pricing model are generally observable and do not contain a high level of subjectivity. The fair value of derivative instruments is included in "Other assets" in our Consolidated Balance Sheets. On our Consolidated Financial Statements. the gain or loss on the derivatives is recorded as a component of "Accumulated other comprehensive loss" and subsequently reclassified into "Interest expense" in the same period during which the hedged transaction affects earnings. Refer to Note 13. Financial Derivatives and Hedging for further information.
The Company uses fair value measures for assets and liabilities acquired in an acquisition, which are considered a Level 3 measurement. C ontingent consideration for which a liability is recorded and the initial measurement of the joint venture interest are also categorized as Level 3 in the fair value hierarchy; and the change in fair value is recognized in "Selling, general and administrative expense" in the Consolidated Statements of Income. The fair value is measured by discounting expected future cash flows. The discount rate used for cash flows reflects capital market conditions and the specific risks associated with the business. Refer to Note 3. Acquisitions and Joint Venture for further information.
Income Taxes
Income taxes are estimated based on enacted income tax laws and the results of operations in each jurisdiction. Deferred tax assets and liabilities are estimated based on temporary differences between the financial reporting basis and income tax basis of assets and liabilities. Deferred tax assets are also estimated based on net operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation allowance to the extent it is more likely than not that the tax benefits are not expected to be realized. Adjustments to deferred tax assets and liabilities due to changes in tax laws, changes in jurisdiction from intra-entity
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

transfers of assets, and changes in judgment regarding a valuation allowance are recognized in provision for income taxes in the quarter in which such changes occur. Long-term tax payable is estimated income tax to be paid for unrecognized tax benefits. A tax benefit is recognized if it is more likely than not a tax position will be sustained based on its technical merits in a tax authority examination, based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. Adjustments to unrecognized tax benefits due to changes in judgment are recognized in provision for income taxes in the quarter in which such changes occur. Interest and penalties related to unrecognized tax benefits are recognized in provision for income taxes.
Income taxes include U.S. tax on foreign earnings, which is primarily due to the global intangible low-taxed income (GILTI) provision of the U.S. Tax Cuts and Jobs Act of 2017. An accounting policy choice was allowed to treat GILTI temporary differences in taxable income either as a current-period expense (period cost method) or factor such amounts into the measurement of deferred taxes (deferral method). We chose the period cost method.
Earnings Per Share  
We determine basic earnings per share (EPS) by using the weighted-average number of shares outstanding. We determine diluted EPS by increasing the weighted-average number of shares outstanding in the denominator by the number of outstanding dilutive equity awards using the treasury stock method.
On February 16, 2024, the Company effected a four -for-one stock split of its outstanding shares of common stock. The par value of the common stock remains at $ 0.10 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from "Additional paid-in capital" to "Common stock". All share and per share information has been retroactively adjusted to reflect the stock split for all periods presented.
Cash and Cash Equivalents  
The Company considers all short-term, highly liquid investments purchased with maturities of three months or less to be cash equivalents.
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost that approximates actual cost, on a first-in, first-out basis.

October 31,
(In millions)
2025 2024
Raw materials $ 193.1   $ 188.2  
Work-in-process 19.9   18.5  
Finished goods 633.0   596.0  
$ 846.0   $ 802.7  

In assessing the value of inventories, we make estimates and judgments regarding aging of inventories and other relevant issues potentially affecting the salable condition of products and estimated prices at which those products will sell. On an ongoing basis, we review the carrying value of our inventory, measuring number of months on hand and other indications of salability. We reduce the value of inventory if there are indications that the carrying value is greater than net realizable value, resulting in a new, lower-cost basis for that inventory. Subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. While estimates are involved, historically, obsolescence has not been a significant factor due to long product dating and lengthy product life cycles.
Property, Plant and Equipment
We record property, plant, and equipment at cost. We compute depreciation expense using the straight-line method over the estimated useful lives of the assets. Useful lives are generally 3 to 15 years except for buildings which are depreciated over 30 to 40 years and leasehold improvements, which we amortize over the shorter of the useful life or the lease term. We charge maintenance and repairs to expense as we incur them.

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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

October 31,
(In millions)
2025 2024
Land and improvements $ 26.7   $ 25.2  
Buildings and improvements 582.9   557.3  
Machinery and equipment 2,684.9   2,441.7  
Construction in progress 611.8   532.8  
Property, plant and equipment, at cost $ 3,906.3   $ 3,557.0  
Less: Accumulated depreciation 1,826.4   1,696.5  
Property, plant and equipment, net $ 2,079.9   $ 1,860.5  
Finance lease ROU assets, net 2.1   2.9  
$ 2,082.0   $ 1,863.4  

Leases
We consider an arrangement a lease if the arrangement transfers the right to control the use of an identified asset in exchange for consideration. We have operating leases, but do not have material financing leases. The Company primarily has operating leases for office, manufacturing and warehouse space, vehicles, and office equipment.
Lease right-of-use assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make payments arising from the lease agreement. These assets and liabilities are recognized at the commencement of the lease based upon the present value of the future lease payments over the lease term. The lease term reflects the noncancellable period of the lease together with periods covered by an option to extend or terminate the lease when management is reasonably certain that it will exercise such option. Changes in the lease term assumption could impact the right-of-use assets and lease liabilities recognized on the Consolidated Balance Sheets. As our leases typically do not contain a readily determinable implicit rate, we determine the present value of the lease liability using our incremental borrowing rate at the lease commencement date based on the lease term on a collateralized basis.
The Company’s operating leases typically include non-lease components such as common-area maintenance costs. The Company has elected to include non-lease components with lease payments for the purpose of calculating lease right-of-use assets and liabilities, to the extent that they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease payments.
Leases with a term of one year or less are not recognized in the Consolidated Balance Sheets, while the associated lease payments are expensed in the Consolidated Statements of Income and Comprehensive Income on a straight-line basis over the lease term.
Operating leases are classified in “Other current liabilities”, “Other liabilities”, and “Other assets” in our Consolidated Balance Sheets. Operating lease expense is recognized on a straight-line basis over the expected lease term and included in "Selling, general and administrative expense" in our Consolidated Statements of Income. Financing leases are classified in "Property, plant and equipment, net", "Short-term debt", and "Long-term debt" in our Consolidated Balance Sheets. See Note 2. Operating Leases and Note 5. Financing Arrangements for further information.
Cloud Computing Arrangements
The Company capitalizes certain costs related to the acquisition and development of internal use software, including implementation costs incurred in a cloud computing arrangement, during the application development stages of projects. Capitalized implementation costs are amortized on a straight-line basis over the expected term of the hosting arrangement, which includes consideration of the non-cancellable contractual term and reasonably certain renewals. Costs incurred during the preliminary project or the post-implementation/operation stages of the project are expensed as incurred. Implementation costs are included in “Other assets” in our Consolidated Balance Sheets. Amortization of capitalized implementation costs is included in the same line item in the Consolidated Statements of Income as the expense for fees for the associated hosting arrangement.
Valuation of Goodwill
We evaluate goodwill for impairment annually during the fiscal third quarter and when an event occurs or circumstances change such that it is reasonably possible that impairment may exist. Goodwill is tested for impairment at the reporting unit level by performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. We perform a qualitative assessment to test each reporting unit's goodwill for impairment, which
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

includes industry and market considerations, overall financial performance and other relevant events and factors affecting each reporting unit. Based on our qualitative assessment, if we determine that the fair value of a reporting unit is more likely than not to be less than its carrying amount, the fair value of a reporting unit will be compared with its carrying amount and an impairment charge will be recognized for the amount that the carrying value exceeds the fair value of the reporting unit.
Long-lived Assets  
We review long-lived assets held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset group are compared to the asset group's carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value.
Indefinite-lived Intangible Assets
We assess indefinite-lived intangible assets annually in the third quarter of the fiscal year, or whenever events or changes in circumstances indicate that the carrying amount of an indefinite-lived intangible asset (asset group) may not be recoverable. We evaluate whether the indefinite-lived intangible asset is impaired by comparing its carrying value to its fair value. If the carrying value of an indefinite-lived intangible asset is not recoverable, an impairment loss is recognized based on the amount by which the carrying value exceeds the fair value.
Business Combinations
We routinely consummate business combinations. Results of operations for acquired companies are included in our consolidated results of operations from the date of acquisition. We recognize separately from goodwill, the identifiable assets acquired, including acquired in-process research and development, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date fair values as defined by accounting standards related to fair value measurements. Key assumptions routinely utilized in allocation of purchase price to intangible assets include discount rates and projected financial information such as revenue projections for companies acquired. As of the acquisition date, goodwill is measured as the excess of consideration given, over the net of the acquisition date fair values of the identifiable assets acquired and the liabilities assumed. Direct acquisition costs are expensed as incurred.
For business acquisitions, the Company records tangible and intangible assets acquired and liabilities assumed at their fair values as of the applicable date of acquisition.
Litigation
We are subject to various legal proceedings, claims, litigation, investigations and contingencies arising out of the ordinary course of business. If we believe the likelihood of an adverse legal outcome is probable and the amount is estimable, we accrue a liability in accordance with accounting guidance for contingencies. We consult with legal counsel on matters related to litigation and seek input both within and outside the Company.  
Treasury Stock  
We record treasury stock purchases under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock.
Government Assistance
The Company at times receives government assistance primarily to support manufacturing capital expansion, to create or retain jobs, or to provide tax credits mainly for eligible research and development activities. The Company generally accounts for such government assistance by analogy to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance and recognizes the assistance when it is probable that it will be received by complying with the prerequisite terms and conditions. The government assistance is recorded as a reduction to the underlying asset or related expense.
Recently Adopted Accounting Standards
The Company adopted the Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures in the fiscal year 2025, which enhances the disclosures required for operating segments in our annual and interim consolidated financial statements. The standard was applied retrospectively to all periods presented in the financial statements. As this accounting standard only impacts disclosures, it did not have a material impact on the Company’s Consolidated Financial Statements. See Note 12. Business Segment Information for the required disclosures.
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Accounting Pronouncements Issued Not Yet Adopted
In September 2025, the Financial Accounting Standards Board (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 contract. 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 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 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) , which removes references to sequential project stages and requires capitalization of software costs begins 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 Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 does not change for the remaining life of the asset. This ASU should be applied prospectively 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 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.
No other recently issued accounting pronouncements had or are expected to have a material impact on our Consolidated Financial Statements.  
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Note 2. Operating Leases
The following table presents information about leases on the Consolidated Balance Sheets:

October 31,
(In millions) 2025 2024
Operating Leases
Operating lease right-of-use assets $ 270.9 $ 260.7

Operating lease liabilities, current 37.8 38.6
Operating lease liabilities, non-current 240.5 230.8
Total operating lease liabilities $ 278.3 $ 269.4

Weighted-average remaining lease term (in years) 10.7 10.3
Weighted-average discount rate 5 % 4 %

Operating lease expense for the fiscal years ended October 31, 2025, 2024 and 2023 was $ 56.2  million, $ 47.4  million and $ 48.1  million.
Maturity of Lease Liabilities
The minimum rental payments required under operating leases that have initial or remaining noncancellable lease terms in excess of one year as of October 31, 2025, are:

(In millions)
2026 $ 48.5  
2027 44.5  
2028 39.8  
2029 34.6  
2030 28.2  
Thereafter 163.2  
Total lease payments $ 358.8  
Less: interest 80.5  
Present value of lease liabilities $ 278.3  

Excluded from the above table are additional leases to expand manufacturing as well as research and development capacity that have not yet commenced. The undiscounted lease payments are estimated at $ 140.2 million for leases that will commence starting in fiscal 2026 with initial terms ranging from 20 to 24 years.

Note 3. Acquisitions and Joint Venture
All acquisitions were funded by cash generated from operations or facility borrowings.
The Company believes these acquisitions strengthen CooperSurgical's and CooperVision's businesses through the addition of new distributors or complementary products and services.
Fiscal Year 2024
On August 1, 2024, CooperSurgical completed the acquisition of obp Surgical, a U.S.-based medical device company with a suite of single-use cordless surgical retractors with integrated light source and evacuation channels. The purchase price of the acquisition was $ 100.0  million. Assets acquired consisted primarily of $ 45.6  million of developed technology, $ 8.5  million of customer relationships, $ 7.7  million of inventory, $ 5.4  million of other net assets, and $ 50.6  million of goodwill, which is primarily related to expected synergies from combined operations. The goodwill is not deductible for tax purposes.
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

On June 7, 2024, CooperSurgical acquired a fertility company that specializes in sperm separation devices. The purchase price of the acquisition was $ 33.5  million. The Company accounted for this acquisition as an asset acquisition, whereby the Company allocated the total cost of the acquisition to the net assets acquired on the basis of their estimated relative fair values on the acquisition date. The primary asset acquired in this asset acquisition is a composite intangible asset of $ 39.6  million. The value of the composite intangible asset reflects, in addition to the purchase price, a deferred tax liability of $ 8.3  million arising from book/tax basis differences generated upon the acquisition. The composite intangible asset encompasses the portfolio of intellectual property associated with the sperm separation devices including the patents, trademarks, customer relationships, regulatory approvals, and commercialization rights, which have been valued as a single composite intangible asset as they are inextricably linked.
On November 1, 2023, CooperSurgical completed the acquisition of select Cook Medical assets focused primarily on the obstetrics, doppler monitoring, and gynecology surgery markets. The purchase price of the acquisition was $ 300.0  million, with $ 200.0  million paid at closing and two cash payments of $ 50.0  million each to be paid on November 1, 2024, and November 1, 2025. The present value of the acquisition purchase price was $ 291.6  million, which is included in the Company's balance sheet. Assets acquired primarily comprised of $ 157.9  million of technologies, $ 26.6  million of customer relationship related intangibles, and $ 107.2  million of goodwill. The goodwill is deductible for tax purposes.
Fiscal Year 2023
On November 1, 2022, CooperVision completed the acquisition of a privately-held U.S.-based company that provides a broad portfolio of technologically advanced contact lens products, including scleral and hybrid lenses. The purchase price of the acquisition was $ 33.0  million. Assets acquired primarily comprised of $ 12.6  million of customer relationship related intangibles, $ 7.6  million of technology, $ 5.1  million of net assets and $ 7.7  million of goodwill. The goodwill is not deductible for tax purposes.

Note 4. Intangible Assets
Goodwill
The Company has three reporting units: CooperVision and within the CooperSurgical segment, Office/Surgical and Fertility, reflecting the current way the Company manages its business. There was no impairment of goodwill in its reporting units in fiscal 2025, 2024, and 2023.

(In millions) CooperVision CooperSurgical Total

Balance at October 31, 2024
$ 1,797.8   $ 2,040.6   $ 3,838.4  

Foreign currency translation adjustment 12.2   2.8   15.0  
Balance at October 31, 2025
$ 1,810.0   $ 2,043.4   $ 3,853.4  

Of the October 31, 2025 goodwill balance, $ 282.2 million for CooperSurgical and $ 15.6 million for CooperVision is expected to be deductible for tax purposes. Of the October 31, 2024, goodwill balance, $ 311.5 million for CooperSurgical and $ 17.8 million for CooperVision was expected to be deductible for tax purposes.
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Notes to Consolidated Financial Statements

Other Intangible Assets

  October 31, 2025
October 31, 2024

(In millions) Gross
Carrying
Amount Accumulated
Amortization Gross
Carrying
Amount Accumulated
Amortization Weighted-average Amortization Period (in years)

Intangible assets with definite lives:
Customer relationships $ 1,137.6   $ 469.3   $ 1,130.5   $ 402.5   19
Composite intangible assets (1)
1,101.7   570.7   1,101.6   496.8   15
Technology 683.4   415.3   706.4   384.3   11
Trademarks 202.5   102.3   204.2   90.6   15
License and distribution rights and other 44.5   26.9   47.9   27.2   11
3,169.7   $ 1,584.5   3,190.6   $ 1,401.4   16
Less: accumulated amortization and translation 1,584.5   1,401.4  
Intangible assets with definite lives, net $ 1,585.2   $ 1,789.2  
Intangible assets with indefinite lives, net (2)
1.1   1.8  
Total other intangibles, net $ 1,586.3   $ 1,791.0  

(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 technology and trademarks.
Balances include foreign currency translation adjustments.
As of October 31, 2025, the estimate of future amortization expenses for intangible assets with definite lives is as follows:

Fiscal years: (In millions)
2026 $ 188.9  
2027 174.4  
2028 169.8  
2029 165.6  
2030 161.4  
Thereafter 725.1  
Total remaining amortization for intangible assets with definite lives $ 1,585.2  

The Company performed its annual impairment assessment in the third quarter of fiscal 2025 and concluded there was no material impairment to the Company's definite-lived or indefinite-lived intangible assets during fiscal 2025.
There was no material impairment to the Company's definite-lived or indefinite-lived intangible assets during fiscal 2024. In the fourth quarter of fiscal 2023, CooperVision fully impaired some intangible assets associated with the discontinuation of certain products. The carrying value of these intangible assets were immaterial.
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Note 5. Financing Arrangements
The Company had outstanding debt as follows:

October 31,
(In millions)
2025 2024

Short-term debt, excluding financing leases $ 47.1   $ 32.2  
Financing lease liabilities 0.7   1.1  
Short-term debt $ 47.8   $ 33.3  

Revolving credit $ 956.3   $ 1,049.2  
Term loans 1,500.0   1,500.0  
Other 0.2   0.2  
Less: unamortized debt issuance cost ( 0.8 ) ( 1.4 )
Long-term debt, excluding financing leases 2,455.7   2,548.0  

Financing lease liabilities 1.8   2.4  
Long-term debt $ 2,457.5   $ 2,550.4  
Total debt $ 2,505.3   $ 2,583.7  

As of October 31, 2025, the Company was in compliance with all debt covenants.
Revolving Credit Agreement on May 1, 2024
On May 1, 2024, the Company entered into the 2024 Credit Agreement, among the Company, CooperVision International Limited, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent. The 2024 Credit Agreement provides for a multicurrency revolving credit facility (the 2024 Revolving Credit Facility) in an aggregate principal amount of $ 2,300.0 million which, unless terminated earlier, matures on May 1, 2029. On May 1, 2024, the Company used $ 1,170.0 million under the 2024 Revolving Credit Facility to fully repay all borrowings outstanding under the 2020 Term Loan Facility and the 2020 Revolving Credit Facility, and terminated the 2020 Credit Agreement (all as defined below). The Company has an uncommitted option to increase the revolving credit facility or establish a new term loan in an aggregate amount up to the greater of $ 1,150.0 million or 100 % of consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), as defined in the 2024 Credit Agreement.
The 2024 Credit Agreement will bear interest, at the Company’s option, at either the base rate, or the adjusted SOFR, or adjusted foreign currency rate, plus, in each case, an applicable rate of between 0.00 % and 0.50 % in respect of base rate loans, and between 0.87 % and 1.50 % in respect of adjusted SOFR or adjusted foreign currency rate loans, in each case in accordance with a pricing grid tied to the Total Leverage Ratio, as defined in the 2024 Credit Agreement.
The Company pays an annual commitment fee that ranges from 0.10 % to 0.20 % of the unused portion of the 2024 Revolving Credit Facility based upon the Company's Total Leverage Ratio, as defined in the 2024 Credit Agreement.
The 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, consistent with the 2020 Credit Agreement discussed below.
On October 31, 2025, the Company had $ 956.3 million outstanding under the 2024 Revolving Credit Facility and the weighted-average interest rate was 5.24 %.
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. In addition, the Company has the ability from time to time to request an increase to the commitments under the 2021 Term Loan Facility or to establish a new term loan facility under the 2021 Credit Agreement in an aggregate principal amount not to exceed $ 1,125.0  million, upon prior written notice to the administrative agent and subject to the discretionary participation of the lenders funding such term loans and certain limitations set forth in the 2021 Credit Agreement.
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Amounts outstanding under the 2021 Term Loan Facility will bear interest, at the Company’s option, at either (i) the alternate base rate, which is a rate per annum equal to the greatest of (a) the administrative agent’s prime rate, (b) one-half of one percent in excess of the federal funds effective rate and (c) one percent in excess of the adjusted SOFR for a one-month interest period in effect on such day, or (ii) the adjusted SOFR, plus, in each case, an applicable rate of, initially, zero basis points, in respect of base rate loans, and 75 basis points, in respect of adjusted SOFR loans. Following a specified period after the closing date, the applicable rates will be determined quarterly by reference to a grid based upon the Company’s ratio of consolidated net indebtedness to consolidated EBITDA, each as defined in the 2021 Credit Agreement.
The Company may prepay loan balances from time to time, in whole or in part, without premium or penalty (other than any related breakage costs).
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 October 31, 2025, the Company had $ 1,500.0 million outstanding under the 2021 Term Loan Facility and the interest rate was 5.11 %.
The 2021 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 2021 Credit Agreement, consistent with the 2020 Credit Agreement discussed below.
Revolving Credit and Term Loan Agreement on April 1, 2020
On April 1, 2020, the Company entered into a Revolving Credit and Term Loan Agreement (the 2020 Credit Agreement), among the Company, CooperVision International Holding Company, LP, CooperSurgical Netherlands B.V., CooperVision Holding Kft., the lenders from time to time party thereto, and KeyBank National Association, as administrative agent. The 2020 Credit Agreement provided for (a) a multicurrency revolving credit facility (the 2020 Revolving Credit Facility) in an aggregate principal amount of $ 1,290.0  million and (b) a term loan facility (the 2020 Term Loan Facility) in an aggregate principal amount of $ 850.0 million, each of which, unless terminated earlier, mature on April 1, 2025. The Company had an uncommitted option to increase the revolving credit facility or establish a new term loan in an aggregate amount up to $ 1,605.0  million.
On May 1, 2024, in connection with the Company's entry into the 2024 Credit Agreement, the Company terminated the 2020 Credit Agreement. In connection with the termination, all borrowings outstanding under the 2020 Credit Agreement were repaid.
European and Asian Pacific Credit Facilities
The Company maintains European credit facilities. The aggregate facility limit was $ 36.3 million and $ 33.7  million at October 31, 2025, and 2024, respectively. At October 31, 2025, $ 10.2 million of the facilities was utilized and the weighted-average interest rate on the outstanding balances was 3.19 %.
The Company maintains yen-denominated credit facilities in Japan. The aggregate facility limit was $ 73.1 million and $ 73.6  million at October 31, 2025, and 2024, respectively. At October 31, 2025, $ 36.8 million of the combined facilities was utilized and the weighted-average interest rate on the outstanding balances was 0.90 %.
Each facility is supported by a continuing and unconditional guaranty.

Note 6. Income Taxes
Components of income before income taxes:

Years Ended October 31,
(In millions) 2025 2024 2023
Income before income taxes:
United States $ ( 143.0 ) $ ( 87.1 ) $ ( 135.7 )
Foreign 709.5   669.4   548.6  
$ 566.5   $ 582.3   $ 412.9  

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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Components of provision for income taxes:

Years Ended October 31,
(In millions)
2025 2024 2023
Current:
Federal $ 28.8   $ 38.2   $ 37.3  
State 3.8   1.3   3.7  
Foreign 23.8   31.6   33.0  
Total current provision for income taxes 56.4   71.1   74.0  

Deferred:
Federal ( 5.1 ) ( 19.6 ) ( 36.7 )
State ( 1.5 ) 0.5   ( 7.5 )
Foreign 141.8   138.0   88.9  
Total deferred provision for income taxes 135.2   118.9   44.7  
Total provision for income taxes $ 191.6   $ 190.0   $ 118.7  

Reconciliation between the expected provision for income taxes at the U.S. federal statutory rate and the provision for income taxes:

Years Ended October 31,
(In millions)
2025 2024 2023
Provision for income taxes at United States statutory tax rate $ 118.9   $ 122.3   $ 86.7  
(Decrease) increase in taxes resulting from:
Foreign earnings in jurisdictions with different tax rates 20.5   27.8   7.0  
Foreign earnings subject to United States tax 50.7   45.5   34.3  

Excess tax benefits from share-based compensation ( 0.3 ) ( 5.1 ) ( 2.4 )
Changes in valuation allowance 10.1   —   —  
Changes in unrecognized tax benefits ( 12.5 ) 0.6   —  
State tax provision 1.0   1.2   ( 4.2 )
Nontaxable or nondeductible items
9.2   9.4   0.1  
Prior year tax returns ( 2.4 ) ( 6.3 ) 0.7  
Other, net ( 3.6 ) ( 5.4 ) ( 3.5 )
Provision for income taxes $ 191.6   $ 190.0   $ 118.7  

76

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Components of deferred tax assets and liabilities:

Years Ended October 31,
(In millions)
2025 2024
Deferred tax assets:
Inventory $ 55.6   $ 43.0  
Employee compensation and benefits 32.7   34.2  
Lease liabilities 49.3   43.0  
Accrued liabilities 90.0   89.4  
Net operating loss carryforwards 250.9   229.6  
Foreign goodwill 938.8   1,129.5  
Foreign intangible assets 859.4   817.9  
Other deferred tax assets 63.4   59.5  
Total gross deferred tax assets 2,340.1   2,446.1  
Less: valuation allowance ( 32.8 ) ( 23.3 )
Deferred tax assets 2,307.3   2,422.8  
Deferred tax liabilities:
Property, plant and equipment ( 67.8 ) ( 51.7 )
Right of use assets ( 45.5 ) ( 40.6 )
U.S. goodwill ( 52.7 ) ( 44.5 )
U.S. intangible assets ( 115.7 ) ( 130.4 )
Other deferred tax liabilities ( 41.4 ) ( 41.3 )
Total gross deferred tax liabilities ( 323.1 ) ( 308.5 )
Net deferred tax assets $ 1,984.2   $ 2,114.3  

Changes in valuation allowance:

Years Ended October 31,
(In millions)
2025 2024 2023
Beginning balance $ 23.3   $ 20.7   $ 60.1  
Increases 16.8 2.8 2.6
Decreases ( 7.3 ) ( 0.2 ) ( 42.0 )
Ending balance $ 32.8   $ 23.3   $ 20.7  

In assessing the realizability of deferred tax assets, the Company analyzes the likelihood that the tax benefit of some or all deferred tax assets will not be realized. This analysis considers historical taxable income, projected reversal of deferred tax liabilities, projected taxable income, and tax planning strategies. Based upon this analysis, it is more likely than not that the tax benefit from all deferred tax assets, net of valuation allowance, will be realized.
As of October 31, 2025, the Company had federal net operating loss carryforwards of $ 73.5 million and state net operating loss carryforwards of $ 87.5 million. Federal net operating loss carryforwards of $ 19.8 million expire on various dates from fiscal 2026 through fiscal 2038 and $ 53.7 million do not expire. The state net operating loss carryforwards expire on various dates from fiscal 2026 through fiscal 2044.
The remaining transition tax to be remitted from the U.S. Tax Cuts and Jobs Act of 2017 is $ 36.9 million as of October 31, 2025.
A tax benefit is recognized if it is more likely than not that a tax position will be sustained on its technical merits, based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority.
77

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Changes in unrecognized tax benefits:

(In millions)
Balance at October 31, 2023 $ 331.5  
Decrease based on tax positions in prior fiscal years ( 2.0 )
Increase based on tax positions in prior fiscal years 2.2  
Increase based on tax positions in current fiscal year 1.0  
Lapses of statutes of limitations ( 5.9 )
Balance at October 31, 2024 $ 326.8  

Lapses of statutes of limitations ( 11.8 )

Balance at October 31, 2025 $ 315.0  

These tax benefits, if recognized, would reduce provision for income taxes for fiscal 2025, 2024 and 2023, by $ 314.0 million, $ 323.7  million, and $ 323.2  million, respectively. Interest and penalties related to unrecognized tax benefits are recognized in provision for income taxes. As of October 31, 2025, 2024 and 2023, accrued interest and penalties related to unrecognized tax benefits were $ 2.8  million, $ 10.7  million, and $ 5.8  million, respectively.
Filed tax returns are subject to examination by tax authorities in major tax jurisdictions for fiscal 2021 and subsequent years, including the U.S. and United Kingdom.

Note 7. Earnings Per Share

Years Ended October 31,
(In millions, except for earnings per share) 2025 2024 2023
Net income $ 374.9   $ 392.3   $ 294.2  
Basic:
Weighted-average common shares 199.1   198.9   197.9  
Basic earnings per share $ 1.88   $ 1.97   $ 1.49  
Diluted:
Weighted-average common shares 199.1   198.9   197.9  
Effect of dilutive stock plans 0.9   1.5   1.4  
Diluted weighted-average common shares 200.0   200.4   199.3  
Diluted earnings per share $ 1.87   $ 1.96   $ 1.48  

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:

Years Ended October 31,
(In thousands, except exercise prices) 2025 2024 2023
Stock option shares excluded 1,477   827   1,244  
Exercise prices $ 82.46 - $ 101.54
$ 82.46 - $ 101.54
$ 75.03 - $ 101.54

Restricted stock units excluded 531   3   60  

Above tables have been adjusted to reflect the four -for-one stock split effected on February 16, 2024. Refer to Note 1. Organization and Significant Accounting Policies for further information
78

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Note 8. Stockholders’ Equity
Analysis of Changes in Accumulated Other Comprehensive Income (Loss):

(In millions) Foreign Currency Translation Adjustment   Derivative Instruments
  Minimum Pension Liability   Total
Balance at October 31, 2022
$ ( 555.0 ) $ 94.4   $ ( 6.2 ) $ ( 466.8 )
Gross change in value 17.0   ( 9.4 ) 4.0   11.6  
Tax effect —   2.4   ( 1.0 ) 1.4  

Balance at October 31, 2023
$ ( 538.0 ) $ 87.4   $ ( 3.2 ) $ ( 453.8 )
Gross change in value $ 76.3   $ ( 55.9 ) $ ( 2.2 ) $ 18.2  
Tax effect —   13.4   0.5   13.9  

Balance at October 31, 2024
$ ( 461.7 ) $ 44.9   $ ( 4.9 ) $ ( 421.7 )
Gross change in value $ 35.5   $ ( 35.5 ) $ 8.5   $ 8.5  

Tax effect —   8.6   ( 1.9 ) 6.7  
Balance at October 31, 2025
$ ( 426.2 ) $ 18.0   $ 1.7   $ ( 406.5 )

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 October 31, 2025, $ 966.4 million remains authorized for repurchase.
In fiscal 2025, the Company repurchased 4.1 million shares of its common stock for $ 290.1 million, at a weighted average price of $ 69.30 per share under the program. In fiscal 2024, there were no share repurchases under the program.
Dividends
In December 2023, the Company's Board of Directors decided to end the declaration of the semiannual dividend.
The Company did not pay dividends in fiscal 2025 and 2024.

Note 9. Stock Plans
All share, restricted stock unit (RSU), option, per share, per RSU and per option information presented below have been adjusted to reflect the four -for-one stock split effected on February 16, 2024. Refer to Note 1. Organization and Significant Accounting Policies.
2007 Long-Term Incentive Plan (2007 Plan)
In March 2007, we received stockholder approval of the 2007 Plan. The 2007 Plan was subsequently amended and restated, and granted stockholder approval in March 2009, March 2011, and March 2016.
The 2007 Plan authorizes either our Board of Directors, or a designated committee thereof composed of two or more non-employee directors, to grant to eligible individuals during the period ending December 31, 2026, up to 27,720,000 shares in the form of specified equity awards including stock options, restricted stock units and performance share awards. RSUs have no dividend or voting rights prior to vesting. Awards under the 2007 Plan remain outstanding but new awards are no longer being granted.
2023 Long-Term Incentive Plan (2023 Plan)
In March 2023, we received stockholder approval of the 2023 Plan. The 2023 Plan authorizes either our Board of Directors, or a designated committee thereof composed of two or more non-employee directors, to grant to eligible individuals up to 5,460,000 shares in the form of specified equity awards including stock options, restricted stock units (RSUs) and performance share units (PSUs), subject to adjustment for future stock splits, stock dividends, expirations, forfeitures, and similar events. In addition, the 2023 Plan includes any shares which were available for issuance under the 2007 Plan at the time of stockholder approval of this plan and shares which become available as a result of the forfeiture or expiration of awards made under the 2007 Plan.
79

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

As of October 31, 2025, 4,315,716 shares remained available under the 2023 Plan for future grants. The amount of available shares includes shares which may be distributed under performance shares.
Share-Based Compensation
The compensation expense and related income tax benefit recognized in our Consolidated Statements of Income for share-based awards, including the Employee Stock Purchase Plan, were as follows:

Years Ended October 31,
(In millions) 2025 2024 2023
Selling, general and administrative expense $ 62.9   $ 67.6   $ 54.8  
Cost of sales 4.9   4.7   4.2  
Research and development expense 2.7   2.8   3.1  
Total compensation expense $ 70.5   $ 75.1   $ 62.1  
Related income tax benefit $ 9.2   $ 12.1   $ 5.0  

Stock Options
The fair value of each stock option award granted is estimated on the date of grant using the Black-Scholes option valuation model and assumptions noted in the following table.

Years Ended October 31, 2025 2024 2023
Expected life 5.0 years 4.9 years 4.5 years
Expected volatility 29.5   % 29.1   % 29.5   %
Risk-free interest rate 3.6   % 4.2   % 3.8   %
Dividend yield —   % —   % 0.02   %

The activity and status of our stock option plans are summarized below:

  Number of
Shares Weighted-
Average
Exercise Price
Per Share Weighted-
Average
Remaining
Contractual
Term
(in years) Aggregate
Intrinsic Value
Outstanding at October 31, 2024 3,292,468   $ 75.25  
Granted 286,275   $ 99.08  
Exercised ( 42,224 ) $ 35.57  
Forfeited or expired ( 48,790 ) $ 85.46  
Outstanding at October 31, 2025 3,487,729   $ 77.54   4.66 $ 11,901,293  
Vested and expected to vest at October 31, 2025 3,452,946   $ 77.35   4.61 $ 11,901,293  
Vested and exercisable at October 31, 2025 2,923,868   $ 74.23   4.03 $ 11,901,293  

The weighted-average fair value of options granted during fiscal 2025, 2024 and 2023, estimated as of the grant date using the Black-Scholes option pricing model, was $ 36.09 , $ 26.54 and $ 25.79 . The total intrinsic value of options exercised during the fiscal years ended October 31, 2025, 2024 and 2023 was $ 1.6  million, $ 51.3  million and $ 13.4  million, respectively.
Stock options outstanding under our current plans have been granted at prices which are either equal to or above the market value of the common stock on the date of grant. Options granted under the 2007 Plan and 2023 Plan generally vest over a range of three to four years based on service conditions and expire no later than ten years after the grant date. We generally recognize compensation expense ratably over the vesting period. As of October 31, 2025, there was $ 9.6  million of total unrecognized compensation cost related to non-vested options, which is expected to be recognized over a remaining weighted-average vesting period of 2.5 years.
80

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Restricted Stock Units
RSUs granted under the 2007 Plan and the 2023 Plan generally vest over three to five years . The grant-date fair value of RSUs is estimated based on the market price of our common stock. We recognize compensation expense ratably over the vesting period. As of October 31, 2025, there was $ 67.8  million of total unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a remaining weighted-average vesting period of 2.5 years. The total fair value of RSU grants that vested during the fiscal years ended October 31, 2025, 2024 and 2023 was $ 45.4  million, $ 40.9  million and $ 37.3  million, respectively.
The status of our non-vested RSUs is summarized below:

  Number of
Shares   Weighted-
Average
Grant Date Fair
Value Per Share
Non-vested RSUs at October 31, 2024 1,298,723   $ 86.92  
Granted 557,835   $ 94.91  
Vested and issued ( 503,170 ) $ 87.36  
Forfeited or expired ( 141,809 ) $ 90.54  
Non-vested RSUs at October 31, 2025 1,211,579   $ 89.99  

Performance Units
Performance units may be granted to selected key employees with vesting contingent upon meeting certain performance goals over a defined performance cycle, usually three years . Performance units, if earned, may be paid in cash or shares of common stock. We granted performance unit awards on December 10, 2024 and December 12, 2023, under the 2023 Plan, with three-year performance periods ending in fiscal 2028, and fiscal 2027, respectively. We granted performance unit awards on December 13, 2022, under the 2007 Plan, with three-year performance periods ending in fiscal 2026. The performance shares actually earned will range from zero to 200 % of the target number of performance shares. Subject to limited exceptions set forth in the performance share agreement, any shares earned will be distributed in the subsequent fiscal year after the performance period. The fair value of performance unit awards is estimated on the date of grant based on the current market price of our common stock. The amount of compensation expense related to these performance unit awards is reviewed each fiscal quarter and adjustments are recorded after assessing the probability of achieving the performance goals.
We recognize compensation expense ratably over the vesting period. As of October 31, 2025, there was $ 19.2  million of total unrecognized compensation cost related to non-vested performance units, which is expected to be recognized over a remaining weighted-average vesting period of 1.6 years.
Employee Stock Purchase Plan
On March 18, 2019, the Company received stockholder approval for the Employee Stock Purchase Plan (ESPP). The first offering period began on November 4, 2019, and offerings were generally made on a quarterly basis. Starting with the offering period that commenced in May 2025, the offering periods changed to six months and generally begin on May 2 and November 2 each year. The purpose of the ESPP is to provide eligible employees of the Company with the opportunity to acquire shares of common stock at 85 % of the market price on the last business day of each offering period by means of accumulated payroll deductions. The ESPP initially authorized the issuance of 4,000,000 shares of common stock. These shares will be made available from shares of common stock reacquired by the Company as Treasury Stock. During fiscal 2025 and 2024, we issued 81,062 and 107,031 shares to our employees under the ESPP, respectively. At October 31, 2025, the number of shares remaining available for future issuance under the ESPP was 3,499,807 shares. Total ESPP share-based compensation recognized during fiscal 2025, 2024 and 2023 was $ 1.5  million, $ 1.6 million and $ 1.3  million, respectively.
81

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Note 10. Employee Benefits
Benefits Related To Workforce Optimization Initiatives
From time to time, the Company might engage in workforce optimization activities. Employee severance and other termination benefit packages are primarily determined based on established benefit arrangements, local statutory requirements, and historical benefit practices. We recognize the contractual component of these benefits when payment is probable and estimable; additional elements of severance and termination benefits associated with non-recurring benefits are recognized ratably over each employee’s required future service period. We recognized termination benefits expense of $ 35.0 million associated with the workforce optimization initiatives in fiscal 2025.
Retirement Income Plan
The Company's Retirement Income Plan (Plan), a defined benefit plan, is only available to full-time United States employees. On June 18, 2019, the Board of Directors of the Company approved a soft freeze of the Plan effective August 1, 2019. The Plan was closed to employees hired on or after August 1, 2019, including former participants or employees rehired on or after August 1, 2019, and employees hired in connection with a stock or asset acquisition, merger or other similar transaction on or after August 1, 2019. Existing employees already covered by the Plan, continue to accrue their benefits. The Company's contributions are designed to fund normal cost on a current basis and to fund the estimated prior service cost of benefit improvements. The unit credit actuarial cost method is used to determine the annual cost. The Company pays the entire cost of the Plan and funds such costs as they accrue. Virtually all of the assets of the Plan are comprised of equities and participation in equity and fixed income funds.
The Company uses individual spot rates along the yield curve that correspond with the timing of each benefit payment to determine the service and interest costs of components of its net periodic benefit cost utilizing the correlation of projected cash outflows and corresponding spot rates on the yield curve.
The following table sets forth the Plan's benefit obligations, fair value of the Plan assets and funded status of the Plan at October 31, 2025 and 2024, and net periodic pension costs for each of the years in the three-year periods ended October 31, 2025. The net amounts recognized in the Consolidated Balance Sheets consist of non-current liabilities. The accumulated benefit obligation was $ 161.4 million and $ 161.7 million as of October 31, 2025 and 2024.

Years Ended October 31,
(In millions)
2025 2024
Change in benefit obligation
Benefit obligation, beginning of year $ 178.9   $ 144.5  
Service cost 9.9   8.7  
Interest cost 8.7   8.4  
Benefits paid ( 14.6 ) ( 9.1 )

Actuarial (gain) loss ( 4.7 ) 26.4  
Benefit obligation, end of year $ 178.2   $ 178.9  
Change in plan assets
Fair value of plan assets, beginning of year $ 163.7   $ 137.6  
Actual return on plan assets 16.3   34.8  
Employer contributions —   0.4  
Benefits paid ( 14.6 ) ( 9.1 )
Fair value of plan assets, end of year $ 165.4   $ 163.7  
Funded status at end of year $ ( 12.8 ) $ ( 15.2 )

Years Ended October 31,
(In millions)
2025 2024
Balances in accumulated other comprehensive income consist of:

Net loss (gain) $ ( 2.2 ) $ 6.3  
Accumulated other comprehensive income $ ( 2.2 ) $ 6.3  

82

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Years Ended October 31,
(In millions)
2025 2024
Reconciliation of (prepaid) accrued pension cost:
(Prepaid)/Accrued pension cost at prior fiscal year end $ 8.9   $ 2.8  
Net periodic benefit cost 6.1   6.5  
Contributions made during the year —   ( 0.4 )

(Prepaid)/Accrued pension cost at fiscal year end $ 15.0   $ 8.9  

Years Ended October 31,
(In millions)
2025 2024 2023
Components of net periodic benefit cost and other amounts recognized in the Consolidated Statements of Income:
Net periodic benefit cost:
Service cost $ 9.9   $ 8.7   $ 10.0  
Interest cost 8.7   8.4   7.9  
Expected return on plan assets ( 12.5 ) ( 10.6 ) ( 11.1 )
Net periodic pension cost $ 6.1   $ 6.5   $ 6.8  

Years Ended October 31,
(In millions)
2025 2024 2023
Other changes in plan assets and benefit obligations recognized in other comprehensive income:

Net (gain) loss $ ( 8.5 ) $ 2.2   $ ( 4.0 )

Total recognized in other comprehensive (income) loss $ ( 8.5 ) $ 2.2   $ ( 4.0 )
Total recognized in net periodic benefit cost and other comprehensive (income) loss $ ( 2.4 ) $ 8.7   $ 2.8  

Years Ended October 31, 2025 2024 2023
Weighted-average assumptions used in computing the net periodic pension cost and projected benefit obligation at year end:
Discount rate for determining net periodic pension cost:
Projected Benefit Obligation 5.32   % 6.22   % 5.74   %
Service Cost 5.36   % 6.25   % 5.77   %
Interest Cost 5.07   % 6.05   % 5.51   %
Discount rate for determining benefit obligations at year end 5.32   % 5.32   % 6.22   %
Rate of compensation increase for determining expense 4.40   % 3.60   % 3.60   %
Rate of compensation increase for determining benefit obligations at year end 4.40   % 4.40   % 3.60   %
Expected rate of return on plan assets for determining net periodic pension cost 8.00   % 8.00   % 8.00   %
Expected rate of return on plan assets at year end 8.00   % 8.00   % 8.00   %
Measurement date for determining assets and benefit obligations at year end 10/31/2025 10/31/2024 10/31/2023

The discount rate enables us to state expected future cash flows at a present value on the measurement date. The discount rate used for the Plan is based primarily on the yields of a universe of high-quality corporate bonds rated AA or above, with durations corresponding to the expected durations of the benefit obligations. A change in the discount rate will cause the present value of benefit obligations to change in the opposite direction.
The expected rate of return on plan assets was determined based on a review of historical returns, both for this plan and for medium- to large-sized defined benefit pension funds with similar asset allocations. This review generated separate expected returns for each asset class listed below. These expected future returns were then blended based on this Plan's target asset allocation.
83

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

The projected benefit obligation experienced a net gain of approximately $ 4.7 million during the year. This net gain is the result of assumption changes resulting in a gain of approximately $ 6.7 million and a loss of approximately $ 2.0 million due to demographic experience. The key assumption changes were the interest rates used for lump sum determination (gain of $ 6.7  million) and the yield curve used to determine discount rates. Changes in demographic experience were due to the net effect of retirement rates, termination rates, salary increases and other experience that was different from assumed.
Weighted-average asset allocations at year end, by asset category are as follows:

Years Ended October 31, 2025 2024 2023
Asset category
Cash and cash equivalents 2.0   % 3.7   % 2.9   %
Corporate common stock 27.7   % 25.2   % 26.0   %
Equity mutual funds 38.1   % 39.9   % 39.1   %
Balanced funds 2.4   % 2.2   % 2.4   %
Alternative investments 0.4   % 0.8   % 0.7   %

Bond mutual funds 29.4   % 28.2   % 28.9   %
Total 100.0   % 100.0   % 100.0   %

The Plan invests in a diversified portfolio of assets intended to minimize risk of poor returns while maximizing expected portfolio returns. To achieve the long-term rate of return, plan assets will be invested in a mixture of instruments, including but not limited to, corporate common stock (may include the Company's stock), investment grade bond funds, cash, balanced funds, real estate funds, small or large cap equity funds and international equity funds. The allocation of assets will be determined by the investment manager and will typically include 50 % to 70 % equities with the remainder invested in fixed income, hedging strategy funds and cash. Presently, this diversified portfolio is expected to return approximately 8 % in the long run.
As of the measurement date of October 31, 2025 and October 31, 2024, all plan assets were classified as Level 1 assets except for $ 15.2 million and $ 26.7 million fixed income investments and $ 3.3 million and $ 5.7 million cash and cash equivalents, which were classified as Level 2. The Plan has an established process for determining the fair value of plan assets. For investments in equity and bond mutual funds, and real estate funds, fair value is based on observable, Level 1 inputs.
The Company closely monitors the funded status of the Plan with respect to legislative and accounting rules. The Company is expected to make contributions totaling $ 3.6 million to the Plan during fiscal 2026.

Years
(In millions)

2026 $ 14.1  
2027 14.4  
2028 14.8  
2029 15.4  
2030 15.1  
2031-2035 $ 73.7  

401(k) Savings Plan
The Company's 401(k) savings plan provides for the deferral of compensation as described in the Internal Revenue Code and is available to substantially all United States employees. Employees who participate in the 401(k) plan may elect to have up to 75 % of their pre-tax salary or wages deferred and contributed to the trust established under the Plan. Cooper's contributions on account of participating employees, were $ 11.6 million, $ 10.1 million and $ 10.1 million for the years ended October 31, 2025, 2024 and 2023, respectively.
84

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Note 11. Contingencies
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. The Company does not believe that the ultimate resolution of these proceedings or claims pending against it could have a material adverse effect on its financial condition or results of operations. 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.

Note 12. 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 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.
No customers accounted for 10% or more of our consolidated net revenue in fiscal 2025, 2024 and 2023.
Total identifiable assets are those used in continuing operations except cash and cash equivalents, which the Company includes as corporate assets.
The following table presents a summary of our business segment net sales:

(In millions) 2025 2024 2023
CooperVision net sales by category:
Toric and multifocal $ 1,351.3   $ 1,257.2   $ 1,134.4  
Sphere, other 1,392.5   1,352.2   1,289.3  
Total CooperVision net sales 2,743.8   2,609.4   2,423.7  
CooperSurgical net sales by category:
Office and surgical 824.0   774.7   689.5  
             Fertility 524.6   511.3   480.0  
Total CooperSurgical net sales 1,348.6   1,286.0   1,169.5  
Total net sales $ 4,092.4   $ 3,895.4   $ 3,593.2  

85

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Information by business segment for each of the years in the three-year period ended October 31, 2025, follows:

(In millions) CooperVision CooperSurgical Corporate (1)
Consolidated
2025
Net sales $ 2,743.8   $ 1,348.6   $ —   $ 4,092.4  
Cost of sales
932.6   477.7   —   1,410.3  
Amortization expense
21.0   178.2   —   199.2  
Selling, general and administrative expense 969.3   568.4   90.1   1,627.8  
Research and development expense
91.3   80.9   —   172.2  

Operating income (loss) $ 729.6   $ 43.4   $ ( 90.1 ) $ 682.9  
Interest expense 100.0  
Other expense, net 16.4  
Income before income taxes $ 566.5  
Identifiable assets $ 7,604.4   $ 4,619.3   $ 171.1   $ 12,394.8  
Depreciation expense $ 153.2   $ 25.0   $ —   $ 178.2  
Capital expenditures $ 322.9   $ 39.5   $ —   $ 362.4  
2024
Net sales $ 2,609.4   $ 1,286.0   $ —   $ 3,895.4  
Cost of sales
911.4   388.3   —   1,299.7  
Amortization expense
28.2   173.0   —   201.2  
Selling, general and administrative expense 910.7   534.2   88.8   1,533.7  
Research and development expense
82.9   72.2   —   155.1  
Operating income (loss) $ 676.2   $ 118.3   $ ( 88.8 ) $ 705.7  
Interest expense 114.3  
Other expense, net 9.1  
Income before income taxes $ 582.3  
Identifiable assets $ 7,285.1   $ 4,832.0   $ 198.1   $ 12,315.2  
Depreciation expense $ 151.8   $ 22.1   $ —   $ 173.9  
Capital expenditures $ 388.6   $ 32.6   $ —   $ 421.2  
2023
Net sales $ 2,423.7   $ 1,169.5   $ —   $ 3,593.2  
Cost of sales
858.6   376.7   —   1,235.3  
Amortization expense
32.9   153.3   —   186.2  
Selling, general and administrative expense 871.1   559.4   70.7   1,501.2  
Research and development expense
73.4   64.0   —   137.4  
Operating income (loss) $ 587.7   $ 16.1   $ ( 70.7 ) $ 533.1  
Interest expense 105.3  
Other expense, net 14.9  
Income before income taxes $ 412.9  
Identifiable assets $ 7,044.0   $ 4,351.8   $ 263.1   $ 11,658.9  
Depreciation expense $ 156.9   $ 24.6   $ —   $ 181.5  
Capital expenditures $ 364.4   $ 28.1   $ —   $ 392.5  

(1) Corporate SGA expenses are not allocated to the segments.
86

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Information by geographical area by country of domicile for each of the years in the three-year period ended October 31, 2025, follows: