AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 18/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Clearances and intellectual property exist, but the passages do not establish their competitive effectiveness against approved incumbent offerings. The moat verdict remains uncertain.
durability · — · Multiyear PMA requirements provide entry friction for relevant devices, but portfolio exposure, patent lives and the persistence of differentiation are insufficiently disclosed.
customer dependency · — · Organic growth and consumables demand show commercial activity, but do not establish customer dependency, switching penalties or difficult-to-replace workflows.
erosion resilience · — · Growth persists alongside recall costs and product exits, but the evidence cannot establish whether a structural competitive advantage withstands these pressures.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · — · Existing competitive and contractual pricing pressure is disclosed, but achieved selling-price changes, concessions and price-versus-volume contributions are absent. Revenue and margin changes cannot resolve realized pricing.
retention · 2/4 · Fiscal 2025 organic growth and subsequent growth in both segments, including fertility consumables, provide mixed, indirect evidence of continuing demand. They do not distinguish retained customers from new customers or establish lock-in; recall exposure limits confidence.
margin resilience · 2/4 · CooperVision operating income increased, and consolidated gross margin recovered in 2026. However, that gross-margin comparison primarily reflects prior-year write-offs, fiscal 2025 GAAP margins declined, and litigation materially reduced 2026 operating income. Resilience is mixed and does not prove price-based protection.
contractual freedom · 1/4 · Customers' existing fixed-price formulas, capitated pricing and structured pricing demonstrate constraints on pricing discretion. Contract coverage, duration and CooperVision-specific terms are undisclosed, preventing a company-wide conclusion of complete inflexibility.
Predictability98
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 2.90
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 4.32
Financial strength52
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 31.76
- netDebtEbitGrade
- 29.87
- interestCoverageGrade
- 52.99
- currentRatioGrade
- 91.43
- Debt / FCF (x)
- 5.78
- Net debt / operating income (x)
- 3.51
- Interest coverage (x)
- 6.83
- Current ratio (x)
- 1.89
Capital allocation77
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 6.23
- 3-year average dilution (%)
- 0.32
- 3-year average SBC / revenue (%)
- 1.79
- cashConversionGrade
- 88.26
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Nine-month operating cash flow of $785.4 million funded $257.3 million of capital expenditure and substantial repurchases, while shares outstanding declined and $950 million of term debt was extended to 2031. Product-exit write-offs, a $316.5 million accrued litigation liability and continued borrowing temper this record. Repurchases alone do not establish attractive purchase economics or investment returns.
incentive alignment · 3/4 · Actual fiscal 2025 grants included three-year performance-vesting PSUs, annual incentives incorporated free cash flow, and adopted ownership rules increased required holdings and retained-share requirements. These demonstrate substantial alignment mechanisms. Compliance is unverified, non-GAAP metrics require judgment, and change-in-control termination provisions accelerate PSUs at target.
execution · 2/4 · Organic growth, higher CooperVision operating income and cash generation demonstrate execution indirectly through operating outcomes. Recall litigation, product-line write-offs and an adverse payroll-tax tribunal decision show meaningful setbacks; the tax decision is under appeal. Expected restructuring savings remain prospective.
governance · 2/4 · Independent standing committees, no disclosed fiscal 2025 related-party transactions requiring disclosure, and management's July 2026 effective disclosure-controls conclusion provide concrete support. The referenced 2024 material weakness and subsequent adverse withholding decision temper confidence. These disclosures do not establish exceptional oversight or prove remediation of the earlier weakness.
Evidence
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 / Regulation in the United States / existing device clearances and approvals · Filed 05/12/2025
The process of gathering supporting information leading up to PMA application, and the subsequent FDA review, can take several years.
Business / Regulation in the United States / PMA timing · Filed 05/12/2025
Class III devices, such as extended wear contact lenses, require extensive premarket testing and approval, while Class I and II devices require lower levels of regulation.
Business / Regulation in the United States / device classification · Filed 05/12/2025
The majority of CooperSurgical's products are Class II devices.
Business / Regulation in the United States / CooperSurgical classification · Filed 05/12/2025
We protect our products through patents and trademark registrations, both in the United States and in international markets.
Business discussion / patents and trademarks · Filed 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 discussion / trade secrets, licenses and technical know-how · Filed 09/09/2026
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.
Business / CooperVision Competition / named competitors · Filed 05/12/2025
Product innovations are important in the industry in which we operate, and we face the risk of product obsolescence if we are unable to develop new products or gain regulatory approvals or certifications or if our competitors introduce new products.
Risk Factors / innovation and product obsolescence · Filed 05/12/2025
Competition in our industry has increased as a result of new market entrants, new technologies and as more established companies have intensified competitive pricing pressure.
Risk Factors / intensified competitive pricing pressure · Filed 05/12/2025
In December 2023, CooperSurgical initiated a voluntary recall of three specific lots of CooperSurgical’s LifeGlobalTM global® embryo culture media that it had produced.
MD&A / Contingencies / December 2023 embryo culture media recall · Filed 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.
Notes / Income Taxes / nine-month litigation expense cross-reference · Filed 09/09/2026
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 to Non-GAAP Reconciliation / fiscal 2025 product-line exit write-offs · Filed 24/02/2026
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 customer pricing structures and contractual pressure · Filed 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.
Proxy Summary / fiscal 2025 reported and organic revenue growth · Filed 24/02/2026
Fertility net sales increased primarily due to an increase in revenue from consumable products and genetic testing.
MD&A / Net Sales / fertility consumables and genetic testing · Filed 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.
Notes / segment information / nine-month sales, operating results and capital expenditures · Filed 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 / improvement attributed primarily to prior-year write-offs · Filed 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 to Non-GAAP Reconciliation / fiscal 2025 and 2024 margins and charges · Filed 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.
Consolidated Condensed Statements of Cash Flows / nine months ended July 31, 2026 · Filed 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.
Consolidated Condensed Balance Sheets / debt, litigation liability and shares outstanding · Filed 09/09/2026
The amendment modifies the 2021 Credit Agreement by, among other things, extending the maturity date of $950.0 million of term loans to February 3, 2031, with the remaining $550.0 million of term loans retaining their original maturity date.
Financing arrangements / completed February 2026 term-loan maturity extension · Filed 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.
Corporate governance highlights / fiscal 2025 CEO compensation and granted PSUs · Filed 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 / adopted ownership and share-retention policy changes · Filed 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 / fiscal 2025 annual incentive financial metrics · Filed 24/02/2026
•All outstanding equity awards will be accelerated, with any PSUs to be paid at the target value
Executive employment agreements / change-in-control termination equity acceleration · Filed 24/02/2026
As required by the SEC and Nasdaq, all members of our AC, CGNC and OCC are independent directors.
Corporate Governance / standing committee independence · Filed 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 · Filed 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 31, 2026 effectiveness conclusion · Filed 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 discussion / referenced October 31, 2024 material weakness and subsequent remediation plans · Filed 06/12/2024
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 / March 2026 payroll withholding tribunal decision · Filed 09/09/2026
The Company believes the FTT’s decision was incorrect and is in the process of appealing the FTT’s decision.
Contingencies / company's appeal of payroll withholding decision · Filed 09/09/2026
In total, this activity resulted in approximately $89 million in cash and non-cash charges, and we expect annual pre-tax savings of approximately $50 million beginning in fiscal 2026.
Proxy Summary / restructuring charges and prospective annual savings · Filed 24/02/2026
