Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Preuves
A majority of the medical devices we currently market have received FDA clearance through the 510(k) process or approval through the PMA process.
Business / FDA clearance and approval of currently marketed devices · Dépôt 05/12/2025
The process of gathering supporting information leading up to PMA application, and the subsequent FDA review, can take several years.
Business / duration of PMA development and review · Dépôt 05/12/2025
We protect our products through patents and trademark registrations, both in the United States and in international markets.
Business / patent and trademark protection · Dépôt 09/09/2026
We also rely upon trade secrets, licenses, technical know-how and continuing technological innovation to develop and maintain our competitive position.
Business / trade secrets, licenses and technical know-how · Dépôt 09/09/2026
CooperVision competes in its markets by producing high, medium and low-volume lenses made with a variety of materials for a broader range of market niches, as well as offering a wide range of lens parameters, leading to a higher rate of successful fitting for practitioners and better visual acuity for patients.
Business / CooperVision product breadth and claimed fitting benefits · Dépôt 05/12/2025
CooperVision Competition CooperVision competes in the spherical, toric and multifocal lens categories of the contact lens worldwide market against Johnson & Johnson Vision Care, Inc., Alcon Inc., Bausch + Lomb as well as other smaller companies with limited product offerings.
Competition / named contact lens competitors · Dépôt 05/12/2025
In the fertility market, CooperSurgical competes against Vitrolife Group, Nexpring, and Fairfax Cryobank and Fairfax EggBank.
Competition / named fertility competitors · Dépôt 05/12/2025
In addition to these competitive forces, we continue to see pricing pressure as our customers introduce new pricing structures into their contracts and agreements, including fixed price formulas, capitated pricing and structured pricing intended to contain healthcare costs.
Risk Factors / existing pricing pressure and contractual pricing structures · Dépôt 05/12/2025
•Revenue of $717.0 million, comparable to last year’s third quarter on a reported, constant currency, and organic basis.
Third-quarter results / flat CooperVision reported and organic revenue · Dépôt 09/09/2026
During the nine months ended July 31, 2026, the Company recorded $272.0 million litigation expense, net of insurance recoveries, as described in Note 9.
Note 5 / nine-month litigation expense net of insurance recoveries · Dépôt 09/09/2026
In December 2023, CooperSurgical initiated a voluntary recall of three specific lots of CooperSurgical’s LifeGlobalTM global® embryo culture media that it had produced.
Contingencies / December 2023 embryo culture media recall · Dépôt 09/09/2026
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.
Revenue recognition / contractual provider discounts and chargebacks · Dépôt 05/12/2025
Fiscal Year 2025 highlights(1) include: •Revenue of $4.09 billion, up 5% from fiscal 2024, up 5% in constant currency, up 4% organically.
Fiscal 2025 highlights / reported and organic revenue growth · Dépôt 24/02/2026
Fertility net sales increased primarily due to an increase in revenue from consumable products and genetic testing.
MD&A / fertility consumables and genetic testing revenue growth · Dépôt 09/09/2026
AND SUBSIDIARIES Notes to Consolidated Condensed Financial Statements (Unaudited) (In millions) CooperVision CooperSurgical Corporate (1) Consolidated Nine Months Ended July 31, 2026 Net sales $ 2,135.6 $ 1,036.2 $ — $ 3,171.8 Cost of sales 690.6 338.7 — 1,029.3 Selling, general and administrative expense 734.4 662.9 70.4 1,467.7 Research and development expense 66.8 61.6 — 128.4 Amortization of intangibles 12.5 130.1 — 142.6 Operating income (loss) $ 631.3 $ (157.1) $ (70.4) $ 403.8 Interest expense 64.8 Other (income) expense, net (6.6) Income before income taxes $ 345.6 Depreciation expense $ 123.3 $ 19.7 $ — $ 143.0 Capital expenditures $ 231.2 $ 26.1 $ — $ 257.3 Nine Months Ended July 31, 2025 Net sales $ 2,034.1 $ 993.2 $ — $ 3,027.3 Cost of sales 658.9 337.1 — 996.0 Selling, general and administrative expense 714.9 423.6 70.1 1,208.6 Research and development expense 72.4 58.4 — 130.8 Amortization of intangibles 15.0 134.4 — 149.4 Operating income (loss) $ 572.9 $ 39.7 $ (70.1) $ 542.5 Interest expense 75.6 Other (income) expense, net 17.2 Income before income taxes $ 449.7 Depreciation expense $ 111.4 $ 18.7 $ — $ 130.1 Capital expenditures $ 231.4 $ 33.0 $ — $ 264.4 (1) Corporate SGA expense is not allocated to the segments.
Segment information / nine-month sales and operating income · Dépôt 09/09/2026
On a non-GAAP basis, gross margin was 67%, down 60 basis points year-over-year, driven by higher manufacturing costs and unfavorable foreign exchange.
Third-quarter results / adjusted gross margin and manufacturing cost pressure · Dépôt 09/09/2026
Gross Margin Consolidated gross margin increased in the three and nine months ended July 31, 2026 to 67% and 68%, respectively, compared to 65% and 67% in the three and nine months ended July 31, 2025, respectively, primarily driven by inventory write-offs related to a product line exit in fiscal 2025.
MD&A / gross margin recovery and prior-year inventory write-offs · Dépôt 09/09/2026
AND SUBSIDIARIES GAAP to Non-GAAP Reconciliation Gross Margin, Operating Margin, and EPS Twelve Months Ended October 31, (In millions) 2025 Margin % 2024 Margin % GAAP Gross Profit $ 2,682.1 66 % $ 2,595.7 67 % Acquisition and integration-related charges (1) 21.9 1 % 4.3 — % Exit of business (2) 40.4 1 % 2.8 — % Medical device regulations (3) 3.9 — % 3.2 — % Business optimization charges (4) 14.2 — % 5.0 — % Total 80.4 2 % 15.3 — % Non-GAAP Gross Profit $ 2,762.5 68 % $ 2,611.0 67 % Twelve Months Ended October 31, (In millions) 2025 Margin % 2024 Margin % GAAP Operating Income $ 682.9 17 % $ 705.7 18 % Amortization of acquired intangibles 199.2 5 % 201.2 5 % Acquisition and integration-related charges (1) 43.2 1 % 20.6 1 % Exit of business (2) 51.8 1 % 4.0 — % Medical device regulations (3) 21.9 1 % 19.8 1 % Business optimization charges (4) 50.9 1 % 18.3 — % Other (5) 5.9 — % 1.7 — % Total 372.9 9 % 265.6 7 % Non-GAAP Operating Income $ 1,055.8 26 % $ 971.3 25 % CooperCompanies 2026 Proxy Statement 75 THE COOPER COMPANIES, INC.
GAAP reconciliation / fiscal 2025 gross and operating margins · Dépôt 24/02/2026
AND SUBSIDIARIES Consolidated Condensed Statements of Cash Flows Nine Months Ended July 31, (In millions, unaudited) 2026 2025 Cash flows from operating activities: Net income $ 485.7 $ 290.3 Depreciation and amortization 285.6 279.0 Settlement of contingent consideration (0.5) — Net changes in operating capital 111.0 (259.7) Deferred income taxes (187.8) 122.2 Other non-cash items 91.4 116.4 Net cash provided by operating activities 785.4 548.2 Cash flows from investing activities: Purchases of property, plant and equipment (257.3) (264.4) Acquisitions of businesses and assets, net of cash acquired, and other (5.4) (9.7) Net cash used in investing activities (262.7) (274.1) Cash flows from financing activities: Proceeds from long-term debt, net of issuance costs 2,847.1 2,174.9 Repayments of long-term debt (2,839.7) (2,294.7) Acquisition installment payment (44.5) (47.1) Net proceeds from short-term debt 30.8 11.9 Net payments related to share-based compensation awards (29.2) (19.7) Repurchase of common stock (447.2) (93.3) Issuance of common stock for employee stock purchase plan 7.4 6.5 Settlement of contingent consideration (1.3) — Net cash used in financing activities (476.6) (261.5) Effect of exchange rate changes on cash, cash equivalents and restricted cash (1.8) 4.6 Net increase in cash, cash equivalents, and restricted cash 44.3 17.2 Cash, cash equivalents, and restricted cash at beginning of period 110.6 107.7 Cash, cash equivalents, and restricted cash at end of period $ 154.9 $ 124.9 Reconciliation of cash flow information: Cash and cash equivalents $ 154.7 $ 124.9 Restricted cash included in other current assets 0.2 — Total cash, cash equivalents, and restricted cash $ 154.9 $ 124.9 The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
Cash flow statement / operating cash, capital spending, repurchases and financing · Dépôt 09/09/2026
3 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Consolidated Condensed Balance Sheets (In millions, except per share data) (Unaudited) July 31, 2026 October 31, 2025 ASSETS Current assets: Cash and cash equivalents $ 154.7 $ 110.6 Trade accounts receivable, net of allowance for credit losses of $76.1 at July 31, 2026, and $51.9 at October 31, 2025 788.9 829.0 Inventories (Note 2) 911.5 846.0 Prepaid expense and other current assets 426.4 320.8 Total current assets 2,281.5 2,106.4 Property, plant and equipment, net 2,144.9 2,082.0 Goodwill 3,876.3 3,853.4 Other intangibles, net (Note 3) 1,445.9 1,586.3 Deferred tax assets 2,267.9 2,077.5 Other assets 656.9 689.2 Total assets $ 12,673.4 $ 12,394.8 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Short-term debt (Note 4) $ 628.1 $ 47.8 Accounts payable 251.2 300.4 Employee compensation and benefits 174.6 210.6 Deferred revenue (Note 2) 129.6 127.9 Accrued litigation liability (Note 9) 316.5 0.7 Other current liabilities 366.6 425.4 Total current liabilities 1,866.6 1,112.8 Long-term debt (Note 4) 1,916.1 2,457.5 Deferred tax liabilities 94.2 93.3 Long-term tax payable 2.4 7.5 Deferred revenue 208.7 201.8 Other liabilities 257.0 282.8 Total liabilities 4,345.0 4,155.7 Contingencies and commitments (Note 9) Stockholders’ equity: Preferred stock, $0.10 par value, 1.0 shares authorized, zero shares issued or outstanding — — Common stock, $0.10 par value, 480.0 shares authorized, 217.9 issued and 190.1 outstanding at July 31, 2026, and 217.6 issued and 195.9 outstanding at October 31, 2025 21.8 21.8 Additional paid-in capital 1,998.5 1,975.5 Accumulated other comprehensive loss (383.2) (406.5) Retained earnings 8,129.0 7,643.3 Treasury stock at cost: 27.8 shares at July 31, 2026, and 21.7 shares at October 31, 2025 (1,437.9) (995.2) Total Cooper stockholders’ equity 8,328.2 8,238.9 Noncontrolling interests 0.2 0.2 Stockholders’ equity (Note 8) 8,328.4 8,239.1 Total liabilities and stockholders’ equity $ 12,673.4 $ 12,394.8 The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
Balance sheet / shares outstanding, debt and litigation liability · Dépôt 09/09/2026
The following is a summary of the maximum commitments and the net amounts available to us under different credit facilities as of July 31, 2026: ($ in millions) Facility Limit Outstanding Borrowings Outstanding Letters of Credit Total Amount Available Maturity Date Revolving Credit: 2024 Revolving Credit $ 2,300.0 $ 966.7 $ 5.3 $ 1,328.0 May 1, 2029 Term loan: 2021 Term Loan 550.0 550.0 n/a — December 17, 2026 2021 Term Loan 950.0 950.0 n/a — February 3, 2031 Total $ 3,800.0 $ 2,466.7 $ 5.3 $ 1,328.0 As of July 31, 2026, the Company was in compliance with all debt covenants.
Liquidity / debt maturities and covenant compliance · Dépôt 09/09/2026
Approximately 93% of Mr. White’s target total direct compensation for fiscal 2025 was tied to financial and stockholder return outcomes, including 50% of total equity award value granted in the form of PSUs which only vest on achievement of financial performance over a three-year period.
Executive compensation / fiscal 2025 performance awards and three-year vesting conditions · Dépôt 24/02/2026
In fiscal 2025, the following changes were approved to our Stock Ownership and Retention Policy applicable to our executive officers: •Increased the required level of ownership applicable to our CEO from 5x base salary to 6x base salary •Increased the required level of ownership applicable to C-Level executives and Division Presidents from 2x base salary to 3x base salary (Other Section 16 executives remain at a 2x holding requirement) •Introduced a 5-year time horizon for compliance with stock ownership requirements •Removed the value attributable to unvested, unexercised stock options from the definition of ownership Our CEO must hold 75%, and our other executive officers must hold 50%, of the shares acquired from equity awards, net of taxes and any exercise cost, until the requisite ownership level is met.
Executive compensation / approved ownership and share retention requirements · Dépôt 24/02/2026
The quantitative financial performance metrics for the 2025 IPP were (in constant currency) (a) revenue, non-GAAP EPS and free cash flow for the Company, and (b) revenue, non-GAAP operating income and total company performance (including free cash flow) for CooperVision and CooperSurgical.
Executive compensation / actual 2025 incentive plan financial metrics · Dépôt 24/02/2026
•All outstanding equity awards will be accelerated, with any PSUs to be paid at the target value
Termination arrangements / equity acceleration and target PSU payments · Dépôt 24/02/2026
On a non-GAAP basis, operating margin was up 260 basis points from last year to 27%, reflecting disciplined execution and meaningful synergies from last year's reorganization.
Second-quarter results / adjusted operating margin and reported reorganization synergies · Dépôt 04/06/2026
First-tier Tribunal (FTT). The FTT issued a decision on March 2, 2026 that largely supports HMRC’s position that the Company had failed to properly withhold payroll taxes with respect to a portion of the consideration paid by the Company in the Sauflon acquisition.
Contingencies / adverse payroll tax withholding tribunal decision · Dépôt 09/09/2026
As required by the SEC and Nasdaq, all members of our AC, CGNC and OCC are independent directors.
Corporate governance / independent standing committees · Dépôt 24/02/2026
We have determined that there were no related party transactions requiring disclosure during the 2025 fiscal year.
Corporate governance / fiscal 2025 related-party transaction disclosure · Dépôt 24/02/2026
Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Based on management’s evaluation (with the participation of our Chief Executive Officer (our Principal Executive Officer) and Chief Financial Officer (our Principal Financial Officer)), as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the Exchange Act)) are effective as of July 31, 2026 to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Controls and Procedures / management's July 2026 effectiveness conclusion · Dépôt 09/09/2026
We do not express an opinion or any other form of assurance on management’s statements, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting, referring to management’s plan for remediation taken after October 31, 2024, relative to the aforementioned material weakness in internal control over financial reporting.
Auditor report / referenced 2024 material weakness and limits of remediation assurance · Dépôt 06/12/2024
Strengthened Board and Governance
Following constructive engagement with its shareholders, the Company enhanced the composition of its Board during the strategic review process through the addition of two new independent directors with extensive healthcare, operational and capital allocation expertise as CEOs of medical device companies.
Strategic review / addition of two independent directors · Dépôt 09/09/2026
channel inventory that weighed on our results and will continue to impact Q4," said Al White, President and CEO of CooperCompanies.
CEO commentary / channel inventory reduction explanation · Dépôt 09/09/2026
The Board believes certain temporary factors impacted the perceived valuation at the end of the process, including recent updates regarding a competitive entrant to the non-hormonal IUD market and the impact of the Company’s recent fertility litigation settlement.
Strategic review / Board assessment of IUD competitive entry and fertility settlement · Dépôt 09/09/2026
In addition, we have reached agreements to resolve substantially all of the outstanding claims related to CooperSurgical's fertility media recall, representing an important step in addressing this issue and allowing us to move forward with our strategic review.
CEO commentary / agreements addressing outstanding recall claims · Dépôt 04/06/2026
Charges included $26.7 million of specifically-identified long-lived asset write-offs, $22.1 million of inventory write-offs, $2.8 million of employee severance costs, and $0.2 million of other costs related to product line exits in the twelve months ended October 31, 2025.
GAAP reconciliation / realized product exit asset and inventory write-offs · Dépôt 24/02/2026
