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What changed in Cooper Companies (The)'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Cooper Companies (The)'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+179 added−174 removedSource: 10-K (2025-12-05) vs 10-K (2024-12-06)

Top changes in Cooper Companies (The)'s 2025 10-K

179 paragraphs added · 174 removed · 148 edited across 6 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

84 edited+16 added−13 removed243 unchanged
Biggest changeAND SUBSIDIARIES • increased leverage and the risk of lack of access to available financing, including financing for the acquisition or refinancing of debt owed by us on a timely basis and on reasonable terms; • risks of entering markets in which we have no or limited prior experience; • potential loss of employees; • an inability to identify and consummate future acquisitions on favorable terms or at all; • diversion of management's attention away from other business concerns; • risks of the acquired company’s noncompliance with applicable laws or regulations; • expenses of any undisclosed or potential liabilities, contingent liabilities or indemnification obligations of the acquired company; • expenses, including restructuring expenses, to shut down our own locations or terminate our employees; • application of and compliance with new and unfamiliar regulatory frameworks; • failure to successfully obtain or maintain reimbursements under the third-party payor plans, including but not limited to governmental programs, due to complex reporting and payment obligations; • our ability to develop satisfactory working arrangements with our strategic partners in joint ventures or other affiliations; • a dilution of earnings per share; and • risks inherent in accounting allocations and the risk that we are required to record significant adjustments to the preliminary fair value of assets acquired and liabilities assumed within the measurement period.
Biggest changeRisks we could face with respect to these acquisitions and other strategic transaction include: • failure to successfully obtain the anticipated revenues, margins and earnings benefits; • difficulties in, and expenses related to, the integration of the operations, technologies, information technology and other enterprise resource planning systems, products and personnel of the acquired company and establishment of appropriate accounting controls and reporting procedures, data protection systems and other regulatory compliance procedures, including but not limited to third-party compliance and due diligence; • increased leverage and the risk of lack of access to available financing, including financing for the acquisition or refinancing of debt owed by us on a timely basis and on reasonable terms; • risks of entering markets in which we have no or limited prior experience; • potential loss of employees; • an inability to identify and consummate future acquisitions on favorable terms or at all; • diversion of management's attention away from other business concerns; • risks of the acquired company’s noncompliance with applicable laws or regulations; • expenses of any undisclosed or potential liabilities, contingent liabilities or indemnification obligations of the acquired company; • expenses, including restructuring expenses, to shut down our own locations or terminate our employees; • application of and compliance with new and unfamiliar regulatory frameworks; • failure to successfully obtain or maintain reimbursements under the third-party payor plans, including but not limited to governmental programs, due to complex reporting and payment obligations; • our ability to develop satisfactory working arrangements with our strategic partners in joint ventures or other affiliations; • a dilution of earnings per share; and • risks inherent in accounting allocations and the risk that we are required to record significant adjustments to the preliminary fair value of assets acquired and liabilities assumed within the measurement period.
The success of our business is heavily dependent on the leadership of our key management personnel. Our success also depends on our ability to recruit, develop and retain and motivate highly skilled sales, marketing, manufacturing engineering and scientific personnel.
The success of our business is heavily dependent on the leadership of our key management personnel. Our success also depends on our ability to recruit, develop, retain and motivate highly skilled sales, marketing, manufacturing engineering and scientific personnel.
Any prolonged disruption in the operations of our existing manufacturing or distribution facilities or our fertility and stem cell storage facilities, whether due to work stoppages, technical or labor difficulties, integration difficulties, destruction of or damage to any facility (as a result of natural disaster, use and storage of hazardous materials or other events), enforcement action by the FDA or other regulatory body if we are found to be in non-compliance with current cGMP or similar foreign requirements or other reasons, could have a material adverse effect on our business.
Any prolonged disruption in the operations of our existing manufacturing or distribution facilities or our fertility and stem cell storage facilities, whether due to work stoppages, technical or labor difficulties, integration difficulties, destruction of or damage to any facility (as a result of natural disaster, use and storage of hazardous materials or other events), enforcement action by the FDA or other regulatory body if we are found to be in non-compliance with current cGMP, QSR or similar foreign requirements or other reasons, could have a material adverse effect on our business.
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.
AND SUBSIDIARIES 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.
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.
AND SUBSIDIARIES 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.
AND SUBSIDIARIES Any failure to comply with ongoing regulatory requirements may significantly and adversely affect our ability to commercialize and generate revenue from our products and product candidates. If regulatory sanctions are applied or if regulatory approval is withdrawn, the value of our Company and our operating results may be adversely affected.
Any failure to comply with ongoing regulatory requirements may significantly and adversely affect our ability to commercialize and generate revenue from our products and product candidates. If regulatory sanctions are applied or if regulatory approval is withdrawn, the value of our Company and our operating results may be adversely affected.
International ESG disclosure standards have also been produced (and further standards will be produced) under the auspices of the International Sustainability Standards Board (ISSB), which some countries (such as the UK) have indicated they may incorporate into ESG disclosure standards required of certain companies.
AND SUBSIDIARIES International ESG disclosure standards have also been produced (and further standards will be produced) under the auspices of the International Sustainability Standards Board (ISSB), which some countries (such as the UK) have indicated they may incorporate into ESG disclosure standards required of certain companies.
In October 2023, California adopted new carbon and climate-related reporting requirements for large public and private companies doing business in the state. Further, the SEC adopted a final rule on the Enhancement and Standardization of Climate-Related Disclosures in 2024.
In October 2023, California adopted new carbon and climate-related reporting requirements for large public and private companies doing business in the state. Further, the SEC adopted a final rule on the Enhancement and Standardization of Climate-Related Disclosures in March 2024.
There is also risk that emerging technologies or technology advancements could reduce the medical value of certain of our products and services, such as cord blood and cord tissue storage, which could adversely affect our business.
There is also a risk that emerging technologies or technology advancements could reduce the medical value of certain of our products and services, such as cord blood and cord tissue storage, which could adversely affect our business.
International operations and business expansion plans are subject to numerous additional risks, including the following: • difficulty managing a large organization spread throughout various countries; • fluctuations in currency exchange rates adversely affecting our results; • challenges associated with enforcing intellectual property rights in some foreign countries; • difficulty gaining market share in countries such as China because of regulatory restrictions and customer preferences; 19 THE COOPER COMPANIES, INC.
International operations and business expansion plans are subject to numerous additional risks, including the following: • difficulty managing a large organization spread throughout various countries; • fluctuations in currency exchange rates adversely affecting our results; • challenges associated with enforcing intellectual property rights in some foreign countries; • difficulty gaining market share in countries such as China because of regulatory restrictions and customer preferences; 20 THE COOPER COMPANIES, INC.
We are in the midst of a multiyear process of implementing new enterprise resource planning (ERP) systems at CooperVision and CooperSurgical. Implementing a new ERP system is not only costly but complex and difficult.
AND SUBSIDIARIES We are in the midst of a multiyear process of implementing new enterprise resource planning (ERP) systems at CooperVision and CooperSurgical. Implementing a new ERP system is not only costly but complex and difficult.
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.
AND SUBSIDIARIES 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.
AND SUBSIDIARIES If we do not adapt to or comply with new regulations, or fail to meet evolving investor, industry or stakeholder expectations and concerns regarding ESG issues, investors may reconsider their capital investment in our Company, and customers and consumers may choose to stop purchasing our products, which could have a material adverse effect on our reputation and business.
If we do not adapt to or comply with existing and/or new regulations, or fail to meet evolving investor, industry or stakeholder expectations and concerns regarding ESG issues, investors may reconsider their capital investment in our Company, and customers and consumers may choose to stop purchasing our products, which could have a material adverse effect on our reputation and business.
In addition, the EU landscape concerning medical devices (including IVDs) has recently evolved and may be subject to further developments in 2025. A new set of two EU regulations have been adopted on April 5, 2017. On May 26, 2021, the EU MDR became applicable and replaced previous directives and established transitional provisions.
In addition, the EU landscape concerning medical devices (including IVDs) has recently evolved and may be subject to further developments in 2026. A new set of two EU regulations have been adopted on April 5, 2017. On May 26, 2021, the EU MDR became applicable and replaced previous directives and established transitional provisions.
We expect that new proposals or legislative changes may be introduced from time to time both in the U.S. and in foreign countries.
AND SUBSIDIARIES We expect that new proposals or legislative changes may be introduced from time to time both in the U.S. and in foreign countries.
Such laws include: • 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.
AND SUBSIDIARIES • 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.
AND SUBSIDIARIES We cannot be certain of the outcome of any litigation. A successful claim of infringement against us or our contract manufacturers in connection with the use of our technology, in particular if we are unable to manufacture or sell any of our planned products in any major market, could adversely affect our business.
We cannot be certain of the outcome of any litigation. A successful claim of infringement against us or our contract manufacturers in connection with the use of our technology, in particular if we are unable to manufacture or sell any of our planned products in any major market, could adversely affect our business.
The laws of foreign countries in which we do business or contemplate doing business in the future may not recognize intellectual property rights or protect them to the same extent as do the laws of the United States.
AND SUBSIDIARIES The laws of foreign countries in which we do business or contemplate doing business in the future may not recognize intellectual property rights or protect them to the same extent as do the laws of the United States.
If we are unable to remediate the material weakness, or are otherwise unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods, could be adversely affected, which could subject us to reputational harm, legal claims or proceedings, regulatory investigations and enforcement actions, significant costs from remedial actions, additional management resources, and payment of legal and other expenses, negatively affect investor confidence in our financial statement and adversely impact our stock price.
If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures in the future, our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods, could be adversely affected, which could subject us to reputational harm, legal claims or proceedings, regulatory investigations and enforcement actions, significant costs from remedial actions, additional management resources, and payment of legal and other expenses, negatively affect investor confidence in our financial statement and adversely impact our stock price.
Any claims, even those without merit, could: • be expensive and time consuming to defend; • cause us to cease making, licensing or selling products that incorporate the challenged intellectual property; • require us to redesign or re-engineer our products, if feasible; • divert management's attention and resources; or • require us to enter into royalty or licensing agreements in order to obtain the right to use a necessary product, component or process. 24 THE COOPER COMPANIES, INC.
Any claims, even those without merit, could: • be expensive and time consuming to defend; • cause us to cease making, licensing or selling products that incorporate the challenged intellectual property; • require us to redesign or re-engineer our products, if feasible; • divert management's attention and resources; or • require us to enter into royalty or licensing agreements in order to obtain the right to use a necessary product, component or process.
Manual controls that rely on system-generated data or reports from the affected IT environment or process level automated controls in the affected IT environment were ineffective because they could have been adversely impacted. In response to the material weakness, management, with the oversight of the Audit Committee, has begun to implement steps to remediate the material weakness.
Manual controls that rely on system-generated data or reports from the affected IT environment or process level automated controls in the affected IT environment were ineffective because they could have been adversely impacted. In response to the material weakness, management, with the oversight of the Audit Committee, implemented steps to remediate the material weakness.
In addition, some of CooperSurgical’s markets, such as genomics, contraception and cord blood and cord tissue storage, are characterized by rapid technological advancement. We face the risk that demand for our products will not grow or will decline if our competitors are more successful than us at innovating in these and other areas.
In addition, some of CooperSurgical’s markets, such as genomics, contraception and cord blood and cord tissue storage, are characterized by rapid technological advancement. We face the risk that demand for our products will not grow or will decline if our competitors are more 27 THE COOPER COMPANIES, INC. AND SUBSIDIARIES successful than us at innovating in these and other areas.
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.
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. 33 THE COOPER COMPANIES, INC.
However, we cannot be assured that our systems will meet our future business needs or that upgrades will operate as designed. We cannot be assured that there will not be associated excessive costs or disruptions in portions of our business in the course of our maintenance, support and/or upgrade of these systems.
However, we cannot be assured that our systems will meet our future business needs or that upgrades will operate as designed. We cannot be assured that there will not be associated excessive costs or disruptions in portions of our business in the course of our maintenance, support and/or upgrade of these systems. 23 THE COOPER COMPANIES, INC.
AND SUBSIDIARIES Internal controls related to the operation of technology systems are critical to maintaining adequate internal control over financial reporting.
Internal controls related to the operation of technology systems are critical to maintaining adequate internal control over financial reporting.
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 21 THE COOPER COMPANIES, INC. AND SUBSIDIARIES loss of confidential or protected data which could disrupt our business, force us to incur excessive costs or cause reputational harm.
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.
A recall could harm our reputation with customers and consumers which could reduce the sales of our products. In addition, the FDA or other foreign governmental agencies may implement enforcement actions in connection with a recall which could impair our product offerings and be harmful to our business and financial results.
A recall could harm our reputation with customers 30 THE COOPER COMPANIES, INC. AND SUBSIDIARIES and consumers which could reduce the sales of our products. In addition, the FDA or other foreign governmental agencies may implement enforcement actions in connection with a recall which could impair our product offerings and be harmful to our business and financial results.
More than half of our net sales for the fiscal years ended October 31, 2024, and 2023, were derived from the sale of products outside the United States. We believe that sales outside the United States will continue to account for a material portion of our total net sales for the foreseeable future.
Approximately half of our net sales for the fiscal years ended October 31, 2025, and 2024, were derived from the sale of products outside the United States. We believe that sales outside the United States will continue to account for a material portion of our total net sales for the foreseeable future.
Three federal agencies are responsible for administering the CLIA program in the United States: the Centers for Medicare & Medicaid Services (CMS), the Centers for Disease Control and Prevention (CDC), and the FDA.
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.
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.
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. 38 THE COOPER COMPANIES, INC.
AND SUBSIDIARIES uniform, transparent, predictable and sustainable regulatory framework across the EU for medical devices (including IVDs) and ensure a high level of safety and health while supporting innovation. These modifications may have an effect on the way we intend to develop our business in the EU and EEA.
Both regulations have been adopted to establish a uniform, transparent, predictable and sustainable regulatory framework across the EU for medical devices (including IVDs) and ensure a high level of safety and health while supporting innovation. These modifications may have an effect on the way we intend to develop our business in the EU and EEA.
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.
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. 34 THE COOPER COMPANIES, INC.
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 38 THE COOPER COMPANIES, INC. AND SUBSIDIARIES years.
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.
We cannot be assured that we will successfully obtain necessary regulatory approvals, certifications or clearances for our new products or that our new 26 THE COOPER COMPANIES, INC. AND SUBSIDIARIES products will successfully compete in the marketplace and, as a result, justify the expense involved in their development and regulatory approval or certification.
We cannot be assured that we will successfully obtain necessary regulatory approvals, certifications or clearances for our new products or that our new products will successfully compete in the marketplace and, as a result, justify the expense involved in their development and regulatory approval or certification.
For example, we promote PARAGARD and cord blood and cord tissue storage directly to end consumers. Regulatory agencies may further scrutinize our practices with respect to effective communication of risk information, benefits or claims with respect to such products. 30 THE COOPER COMPANIES, INC.
For example, we promote PARAGARD and cord blood and cord tissue storage directly to end consumers. Regulatory agencies may further scrutinize our practices with respect to effective communication of risk information, benefits or claims with respect to such products.
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 35 THE COOPER COMPANIES, INC. AND SUBSIDIARIES 2011/24/EU was adopted.
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.
Many of the regulations applicable to our devices and products in such countries are similar to those of the FDA. 31 THE COOPER COMPANIES, INC. AND SUBSIDIARIES The advertising and promotion of medical devices is subject to some general principles set forth in the EU legislation.
Many of the regulations applicable to our devices and products in such countries are similar to those of the FDA. The advertising and promotion of medical devices is subject to some general principles set forth in the EU legislation.
In addition, we are subject to the UK Human Fertilization & 32 THE COOPER COMPANIES, INC. AND SUBSIDIARIES 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.
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.
For example, the GDPR imposes stringent operational requirements for processors and controllers of personal data in the context of an establishment in the 34 THE COOPER COMPANIES, INC. AND SUBSIDIARIES EEA or the processing of personal data of individuals within the EEA and increases the scrutiny of transfer of personal data from the EEA.
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.
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.
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: 37 THE COOPER COMPANIES, INC.
CooperVision manufactures molded contact lenses, which represent the majority of our contact lens revenues, primarily at our facilities in Costa Rica, Hungary, Puerto Rico, the United Kingdom and the United States, with other smaller facilities also existing in multiple locations around the world.
CooperVision manufactures molded contact lenses, which represent the majority of our contact lens revenues, primarily at our facilities in Costa Rica, Hungary, Puerto Rico, the United Kingdom and the United States, with other smaller facilities also existing in multiple locations around the world. CooperSurgical manufactures the majority of its products in Costa 22 THE COOPER COMPANIES, INC.
We cannot be assured that such clearances and approvals will be granted on a timely basis, if at all, and significant delays in the introduction of any new products or product enhancements may occur, which could adversely affect our competitive position and results of operations.
AND SUBSIDIARIES and approvals will be granted on a timely basis, if at all, and significant delays in the introduction of any new products or product enhancements may occur, which could adversely affect our competitive position and results of operations.
The development of a market for our products or services may be influenced by many factors, some of which are out of our control, including: • acceptance of our products or services by eye care or other health care practitioners; • the cost competitiveness of our products and services; • consumer reluctance to try and use a new product or service; • regulatory and legislative requirements; • adequate coverage and reimbursement by third-party payors; • lack of scientific advancements to validate the medical value of certain products or services, such as stored cord blood or cord tissue (or scientific advancements in other medical approaches that reduce or eliminate the value of such products or services); and • the earlier release of competitive products or services, such as new silicone hydrogel products or contraceptive technologies, into the market by our competitors; and the emergence of newer and more competitive products or services.
AND SUBSIDIARIES • acceptance of our products or services by eye care or other health care practitioners; • the cost competitiveness of our products and services; • consumer reluctance to try and use a new product or service; • regulatory and legislative requirements; • adequate coverage and reimbursement by third-party payors; • lack of scientific advancements to validate the medical value of certain products or services, such as stored cord blood or cord tissue (or scientific advancements in other medical approaches that reduce or eliminate the value of such products or services); and • the earlier release of competitive products or services, such as new silicone hydrogel products or contraceptive technologies, into the market by our competitors; and the emergence of newer and more competitive products or services.
Regulatory authorities have broad compliance and enforcement powers and if such issues cannot be resolved to their satisfaction can take a variety of actions, including untitled or warning letters, fines, consent decrees, injunctions, or civil or criminal penalties.
AND SUBSIDIARIES authorities’ observations and to implement corrective and preventive actions, as appropriate. Regulatory authorities have broad compliance and enforcement powers and if such issues cannot be resolved to their satisfaction can take a variety of actions, including untitled or warning letters, fines, consent decrees, injunctions, or civil or criminal penalties.
If a person knowingly or intentionally obtains or discloses PHI in violation of HIPAA requirements, criminal penalties may also be imposed.
If a person knowingly or intentionally obtains or discloses PHI in violation of HIPAA requirements, criminal penalties may also be imposed. 35 THE COOPER COMPANIES, INC.
Economic and trade sanctions could make it more difficult or costly for us to conduct our operations or achieve our business objectives. Our business must be conducted in compliance with applicable economic and trade sanctions laws and regulations, including those administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S.
Economic and trade sanctions, including tariff and import/export regulations by the U.S. and foreign governments, could make it more difficult or costly for us to conduct our operations or achieve our business objectives. Our business must be conducted in compliance with applicable economic and trade sanctions laws and regulations, including those administered and enforced by the U.S.
The EU IVDR fully applies since May 26, 2022, but there is a tiered system extending the grace period for many devices (depending on their risk classification) before they have to be fully compliant with the regulation. Both regulations have been adopted to establish a 28 THE COOPER COMPANIES, INC.
The EU IVDR fully applies since May 26, 2022, but there is a tiered system extending the grace period for many devices (depending on their risk classification) before they have to be fully compliant with the regulation.
We have made, and will continue to make, expenditures to comply with such laws and requirements. Future events, such as changes in existing laws and regulations, or the enforcement thereof, or the discovery of contamination at our facilities, may give rise to additional compliance or remediation costs that could have a material adverse effect on our business.
Future events, such as changes in existing laws and regulations, new laws and regulations or the enforcement thereof, or the discovery of contamination at our facilities, may give rise to additional compliance or remediation costs that could have a material adverse effect on our business.
For example, among other situations, some of the primary material used to make our silicone hydrogel contact lens products, including MyDay, Biofinity, Avaira and clariti, are supplied by few or sole suppliers, and the failure of a key or sole supplier to timely supply sufficient items and materials necessary for the manufacture of our silicone hydrogel contact lenses could in turn disrupt our supply of those lenses to the market, which would have a material adverse effect on our business.
AND SUBSIDIARIES Biofinity, Avaira and clariti, are supplied by few or sole suppliers, and the failure of a key or sole supplier to timely supply sufficient items and materials necessary for the manufacture of our silicone hydrogel contact lenses could in turn disrupt our supply of those lenses to the market, which would have a material adverse effect on our business.
As a result, any failure to comply with applicable requirements could adversely affect our product sales and profitability. On January 31, 2024, the FDA issued a final rule to amend the QSR regulations to align more closely with the International Organization for Standardization standards. Accordingly, this could impose additional or different regulatory 29 THE COOPER COMPANIES, INC.
As a result, any failure to comply with applicable requirements could adversely affect our product sales and profitability. On January 31, 2024, the FDA issued a final rule to amend the QSR regulations to align more closely with the International Organization for Standardization standards.
Complying with these demands or requirements could cause us to incur additional manufacturing, operating or product development costs. 27 THE COOPER COMPANIES, INC.
Complying with these demands or requirements could cause us to incur additional manufacturing, operating or product development costs.
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.
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.
Department of State, the U.S. Department of Commerce, the United Nations Security Council, and other relevant governmental authorities.
Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, and other relevant governmental authorities.
Manufacturers of pharmaceutical therapeutics often encounter difficulties in production, including difficulties with production costs and yields, quality control, quality assurance testing, operator error, shortages of qualified personnel, as well as compliance with strictly enforced federal, state and foreign regulations.
We and our contract manufacturers must comply with applicable cGMP, QSR and similar foreign regulations and guidelines. Manufacturers of pharmaceutical therapeutics often encounter difficulties in production, including difficulties with production costs and yields, quality control, quality assurance testing, operator error, shortages of qualified personnel, as well as compliance with strictly enforced federal, state and foreign regulations.
AND SUBSIDIARIES and to achieve manufacturing efficiencies and sufficient manufacturing capacity and capabilities for such products. Any significant decrease in our costs per lens will depend, in part, on our ability to increase sales volume and production capabilities and our ability to secure adequate supply of materials used in production at reasonable costs.
Any significant decrease in our costs per lens will depend, in part, on our ability to increase sales volume and production capabilities and our ability to secure adequate supply of materials used in production at reasonable costs.
Further, certain media products have limited storage lives, limiting inventory back-up strategies. If there were any prolonged disruption in the operations of the approved facility, it could take a significant amount of time to obtain required regulatory approvals, validate a second site and replace lost product, which could result in lost customers and thereby reduce sales, profitability and market share.
If there were any prolonged disruption in the operations of the approved facility, it could take a significant amount of time to obtain required regulatory approvals, validate a second site and replace lost product, which could result in lost customers and thereby reduce sales, profitability and market share.
AND SUBSIDIARIES • result in a finding that we do not have certain intellectual property rights or that such rights lack sufficient scope or strength; • divert management's attention and resources; or • require us to license our intellectual property.
In addition, litigation can: • be expensive and time consuming to prosecute or defend; • result in a finding that we do not have certain intellectual property rights or that such rights lack sufficient scope or strength; • divert management's attention and resources; or • require us to license our intellectual property.
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 36 THE COOPER COMPANIES, INC.
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.
We have a history of acquiring businesses and products that have significantly contributed to our growth in recent years. As part of our growth strategy, we intend to continue to consider acquiring complementary technologies, products and businesses and establishing joint ventures or other strategic relationships.
As part of our growth strategy, we intend to continue to consider acquiring complementary technologies, products and businesses and establishing joint ventures or other strategic relationships.
Our ability to respond to these competitive pressures will depend on our ability to decrease our costs and maintain gross margins and operating results and to introduce new products successfully, on a timely basis in the Americas, EMEA and Asia Pacific, 25 THE COOPER COMPANIES, INC.
Our ability to respond to these competitive pressures will depend on our ability to decrease our costs and maintain gross margins and operating results and to introduce new products successfully, on a timely basis in the Americas, EMEA and Asia Pacific, and to achieve manufacturing efficiencies and sufficient manufacturing capacity and capabilities for such products.
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 37 THE COOPER COMPANIES, INC.
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.
A failure to comply with these laws and regulations could result in civil or criminal sanctions, including the imposition of fines and the denial of export privileges, which could have a material adverse effect on our business. Acquisitions and other strategic transactions that we have made and may make in the future involve numerous risks.
A failure to comply with these laws and regulations could result in civil or criminal sanctions, including the imposition of fines and the denial of export privileges, which could have a material adverse effect on our business.
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.
AND SUBSIDIARIES 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.
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; • 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.
AND SUBSIDIARIES • 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.
The process of obtaining, renewing and maintaining regulatory clearances and approvals to market product, particularly from the FDA, can be costly and time consuming.
The process of obtaining, renewing and maintaining regulatory clearances and approvals to market product, particularly from the FDA, can be costly and time consuming. We cannot be assured that such clearances 31 THE COOPER COMPANIES, INC.
In the EU, regulatory authorities have the power to carry out announced and, if necessary, unannounced inspections of companies, as well as suppliers and/or sub-contractors and, where necessary, the facilities of professional users.
In the EU, regulatory authorities have the power to carry out announced and, if necessary, unannounced inspections of companies, as well as suppliers and/or sub-contractors and, where necessary, the facilities of professional users. Failure to comply with regulatory requirements (as applicable) could require time and resources to respond to the regulatory 32 THE COOPER COMPANIES, INC.
We rely on independent suppliers in our supply chain for raw materials, packaging materials and components, mechanical equipment and some finished goods; we could experience inventory shortages if any of these suppliers encounter a manufacturing or distribution disruption. Our businesses utilize various chemicals, packaging materials, components, parts and raw materials which are generally available from more than one source.
We rely on independent suppliers and third-party logistics providers in our supply chain for raw materials, packaging materials and components, mechanical equipment and some finished goods; we could experience inventory shortages if any of these suppliers encounter a manufacturing or distribution disruption.
CooperSurgical manufactures the majority of its products in Costa Rica, the United Kingdom and the United States, with other smaller locations also existing in multiple locations around the world. We manufacture certain products at only one manufacturing site for certain markets, and certain of our products are approved for manufacturing only at one site.
AND SUBSIDIARIES Rica, the United Kingdom and the United States, with other smaller locations also existing in multiple locations around the world. We manufacture certain products at only one manufacturing site for certain markets, and certain of our products are approved for manufacturing only at one site. Further, certain media products have limited storage lives, limiting inventory back-up strategies.
AND SUBSIDIARIES requirements on CooperVision and CooperSurgical that could increase the costs of compliance or otherwise create competition that may negatively affect our business. The manufacture of drug-device combination products, such as Paragard, is complex and requires significant expertise and capital investment. We and our contract manufacturers must comply with applicable cGMP, QSR and similar foreign regulations and guidelines.
Accordingly, this could impose additional or different regulatory requirements on CooperVision and CooperSurgical that could increase the costs of compliance or otherwise create competition that may negatively affect our business. The manufacture of drug-device combination products, such as Paragard, is complex and requires significant expertise and capital investment.
We also might not be successful in obtaining registrations for our pending or future trademark applications and might have to defend our registered trademark and pending applications against challenge by third parties. Enforcing or defending our registered and unregistered trademarks might result in significant litigation costs and damages, including the inability to continue using certain trademarks.
We also might not be successful in obtaining registrations for our pending or future trademark applications and might have to defend our registered trademark and pending applications against challenge by third parties.
Our supply chain and our cost of goods also may be negatively impacted by unanticipated price increases due to factors such as inflation, including wage inflation, or to supply restrictions beyond our control or the control of our suppliers. If we fail to protect our intellectual property adequately, our business could suffer.
Our supply chain and our cost of goods also may be negatively impacted by unanticipated price increases due to factors such as inflation, including wage inflation, or to supply restrictions beyond our control or the control of our suppliers. We also rely on third-party logistics providers for storage and distribution of our components and products.
Medical devices, including custom-made devices, compliant with the EU MDR can be placed on the Great Britain market up until June 30, 2030. The rules for placing medical devices on the market in Northern Ireland, which is part of the UK, differ from those in Great Britain (England, Scotland and Wales) and continue to be based on EU law.
Manufacturers based outside of the UK need to appoint a UK Responsible Person to register devices with the MHRA. The rules for placing medical devices on the market in Northern Ireland, which is part of the UK, differ from those in Great Britain (England, Scotland and Wales) and continue to be based on EU law.
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. Volatility in the securities markets, interest rates, and other factors could substantially increase our defined benefit plan costs.
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. 39 THE COOPER COMPANIES, INC.
However, in certain instances we acquire components and materials from sole or primary suppliers to make our silicone hydrogel contact lens, certain medical devices and IVF products. We also source mechanical equipment and in certain instances finished goods from OEM suppliers. Supply of these goods, items and materials is protected by contractual agreements, availability of alternative suppliers and/or safety stocks.
We also source mechanical equipment and in certain instances finished goods from original equipment manufacturers. Supply of these goods, items and materials is protected by contractual agreements, availability of alternative suppliers and/or safety stocks.
Our claims, even if meritorious, may be found invalid or inapplicable to a party we believe infringes or has misappropriated our intellectual property rights. In addition, litigation can: • be expensive and time consuming to prosecute or defend; 23 THE COOPER COMPANIES, INC.
Our claims, even if meritorious, may be found invalid or inapplicable to a party we believe infringes or has misappropriated our intellectual property rights.
For example, over the last several years, the United 33 THE COOPER COMPANIES, INC. AND SUBSIDIARIES 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.
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.
In addition, the FDA may change its premarket clearance and approval policies for drugs and medical devices, adopt additional regulations or revise existing regulations, or take other actions, which may prevent or delay approval or clearance of our future products under development or impact our ability to modify our currently cleared products on a timely basis.
AND SUBSIDIARIES actions, which may prevent or delay approval or clearance of our future products under development or impact our ability to modify our currently cleared products on a timely basis.
On May 6, 2024, the FDA published a final rule on the regulation LDTs, making explicit that LDTs are medical devices under the FDCA.
As a result, our tests may be subject to the FDA’s enforcement of its medical device regulations and the applicable FDCA provisions. On May 6, 2024, the FDA published a final rule on the regulation LDTs, making explicit that LDTs are medical devices under the FDCA.
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 non-deductible expenses, and the valuation of deferred tax assets and liabilities.
Our effective tax rate could fluctuate based on the geographic composition of income, which could significantly change based on our business results and acquisitions.
We identified a material weakness in our internal control over financial reporting related to an ineffective information technology (IT) general control for the U.S. operations within the CooperSurgical segment which, if not remediated appropriately or timely, could affect our ability to record, process and report financial information accurately and prepare financial statements within required time periods and could subject us to litigation or investigations, negatively affect investor confidence and adversely impact our stock price. 22 THE COOPER COMPANIES, INC.
We may experience additional material weakness in the future which could affect our ability to record, process and report financial information accurately and prepare financial statements within required time periods and could subject us to litigation or investigations, negatively affect investor confidence and adversely impact our stock price.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+2 added−1 removed8 unchanged
Biggest changeThe 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.
Biggest changeThe 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.
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. 40 THE COOPER COMPANIES, INC.
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. 41 THE COOPER COMPANIES, INC.
Our Enterprise Risk Leadership Team, including our Executive Vice President & Chief Operating Officer, the Chief Financial Officer and the General Counsel, is responsible for assessing and managing our material enterprise risks, including risks from cybersecurity threats.
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 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; • 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.
AND SUBSIDIARIES • 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.
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 30 years of experience in information technology.
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.
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.” 39 THE COOPER COMPANIES, INC.
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.
Removed
AND SUBSIDIARIES 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.
Added
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; 40 THE COOPER COMPANIES, INC.
Added
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.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed1 unchanged
Biggest changeLocation Approximate Leased Square Feet Operations AMERICAS United States: California 158,626 Executive offices; CooperVision manufacturing, research & development and administrative offices; CooperSurgical research & development and administrative offices New York 132,313 CooperVision distribution and administrative offices; CooperSurgical administrative offices New Jersey 37,700 CooperSurgical research and development, distribution and administrative offices Connecticut 271,537 CooperSurgical manufacturing, distribution and administrative offices Arizona 45,000 CooperVision manufacturing Texas 272,895 CooperSurgical manufacturing and distribution Puerto Rico 617,650 CooperVision manufacturing, research and development and distribution Canada 58,966 CooperVision manufacturing and administrative office; CooperSurgical research & development, distribution and administrative offices Brazil 22,048 CooperVision distribution and administrative office Other Americas 51,658 CooperVision distribution and administrative offices; CooperSurgical research & development, distribution and administrative offices EMEA United Kingdom 364,938 CooperVision manufacturing, distribution, research & development and administrative offices; CooperSurgical research & development, administrative offices Hungary 421,953 CooperVision manufacturing and distribution Belgium 259,445 CooperVision distribution Spain 181,145 CooperVision distribution and administrative office; CooperSurgical administrative office Netherlands 279,287 CooperVision administrative offices; CooperSurgical research & development and distribution Other EMEA 169,849 CooperVision distribution and administrative offices; CooperSurgical administrative offices ASIA PACIFIC Japan 110,359 CooperVision distribution, administrative offices; CooperSurgical laboratory/research & development Australia 40,139 CooperVision marketing and distribution; CooperSurgical research & development and distribution China 50,663 CooperVision distribution, and administrative office Other Asia Pacific 67,041 CooperVision distribution, marketing and administrative offices; CooperSurgical marketing and administrative office 41 THE COOPER COMPANIES, INC.
Biggest changeLocation 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 42 THE COOPER COMPANIES, INC.
Item 2. Properties. The following is a summary of Cooper's principal facilities as of October 31, 2024.
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 303,872 square feet in the United Kingdom, 347,329 square feet in Costa Rica, 115,000 square feet in Puerto Rico, 493,833 square feet in New York, 80,000 square feet in Arizona and 34,453 square feet in Texas.
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+2 added−3 removed3 unchanged
Biggest changeEquity Compensation Plan Information The following table sets forth certain information as of October 31, 2024, 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, 2024: 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 5,240,679 $75.25 8,523,044 Equity compensation plans not approved by shareholders — — — Total 5,240,679 $75.25 8,523,044 Above table has been adjusted to reflect the four-for-one stock split effected on February 16, 2024.
Biggest changeEquity 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.
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, 2024.
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, 2019, and assumes that all dividends were reinvested.
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, 2019, in stock or index, including reinvestment of dividends. Fiscal year ending October 31. Copyright© 2024 Standard & Poor's, a division of S&P Global. All rights reserved.
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. 44 THE COOPER COMPANIES, INC.
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 November 29, 2024, there were 133 common stockholders of record.
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.
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.
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.
(3) Includes (i) 4,852,018 shares available for issuance under the 2023 Plan, (ii) 3,580,869 s hares available for issuance under the 2019 ESPP and (iii) 90,157 shares available for issuance under the 2020 Long Term Incentive Plan for Non-Employee Directors.
(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.
Removed
Dividends In December 2023, our Board of Directors decided to end the declaration of the semiannual dividend. We paid dividends of approximately $3.0 million in fiscal 2023.
Added
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.
Removed
Issuer Purchases of Equity Securities 43 THE COOPER COMPANIES, INC. AND SUBSIDIARIES There was no share repurchase activity during the three-month period ended October 31, 2024. Unregistered Sales of Equity Securities None.
Added
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.
Removed
Refer to Note 1. Organization and Significant Accounting Policies for further information (1) Includes (i) 1,298,723 shares subject to outstanding Restricted Stock Units (RSU), (ii) 649,488 shares subject to outstanding Performance Share Units (PSU), calculated at the maximum potential payout and (iii) 3,292,468 shares subject to outstanding options.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

44 edited+11 added−9 removed24 unchanged
Biggest changeCash Flow ($ in millions) 2024 2023 2022 Operating activities $ 709.3 $ 607.5 $ 692.4 Investing activities (764.6) (449.0) (1,831.2) Financing activities 39.2 (173.9) 1,193.7 Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents 2.9 (2.3) (12.9) Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents $ (13.2) $ (17.7) $ 42.0 Operating Cash Flow Cash provided by operating activities in fiscal 2024 increased compared to fiscal 2023, primarily due to increases in net income, and non-cash add backs such as deferred income taxes and share-based compensation expenses in fiscal 2024 and the release of $31.8 million contingent consideration liability associated with SightGlass Vision's regulatory approval milestone in fiscal 2023, offset by net changes in operating capital.
Biggest changeCash Flow ($ 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.
On May 1, 2024, the Company entered into a Revolving 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.
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.
Financing Cash Flow 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.
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 par value of the common stock remains $0.10 per share. Contractual Obligations As of October 31, 2024, 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.
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.
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). 45 THE COOPER COMPANIES, INC.
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.
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 2024 compared with fiscal 2023.
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 2023 compared with fiscal 2022, 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, 2023, which was filed with the SEC on December 8, 2023, and is available on the SEC's website at www.sec.gov and our Investor Relations website at investor.coopercos.com.
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.
Considering recent market conditions, 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.
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.
Accounting Pronouncements Information regarding new accounting pronouncements is included in Note 1. Organization and Significant Accounting Policies. 53 THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Accounting Pronouncements Information regarding new accounting pronouncements is included in Note 1. Organization and Significant Accounting Policies. 54 THE COOPER COMPANIES, INC. AND SUBSIDIARIES
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 IVF process, including diagnostics testing with a goal to make fertility treatment safer, more efficient and convenient.
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.
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 has Chinese NMPA approval for its MiSight 1 day lens for use in China.
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.
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 2033 are disclosed in Note 10. Employee Benefits. 52 THE COOPER COMPANIES, INC.
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.
The following is a summary of the maximum commitments and the net amounts available to us under different credit facilities as of October 31, 2024: (In millions) Facility Limit Outstanding Borrowings Outstanding Letters of Credit Total Amount Available Maturity Date Revolving Credit: 2024 Revolving Credit $ 2,300.0 $ 1,049.2 $ 4.75 $ 1,246.1 May 1, 2029 Term Loan: 2021 Term Loan 1,500.0 1,500.0 n/a — December 17, 2026 Total $ 3,800.0 $ 2,549.2 $ 4.75 $ 1,246.1 As of October 31, 2024, the Company was in compliance with all debt covenants.
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.
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.
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.
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.
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.
AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations 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.
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.
Using the same interest rate of October 31, 2024, and assuming borrowings as of October 31, 2024, remain constant throughout all periods, these loans would result in interest payments of $109.5 million in the twelve months ending October 31, 2025, and $272.1 million in the years thereafter. See Note 5. Financing Arrangements for additional information related to debt and interests.
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.
Investing Cash Flow Cash used in investing activities in fiscal 2024 increased compared to cash used in investing activities in fiscal 2023, primarily attributable to $343.4 million cash paid for acquisitions in fiscal 2024.
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.
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 2024 is classified in "Other current liabilities" in our Consolidated Balance Sheet.
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.
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, surgery centers, and medical offices.
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.
AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations CAPITAL RESOURCES AND LIQUIDITY Working capital at October 31, 2024, and October 31, 2023, was $928.7 million and $735.9 million, respectively.
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.
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, 2024, we had purchase obligations of $696.0 million, with $272.8 million payable within the twelve months ending Oct 31, 2025.
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.
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 2024 compared to fiscal 2023 mainly due to an increase in R&D project spend. CooperSurgical's R&D activities are focused on developing and refining diagnostic and therapeutic products including medical interventions, surgical devices and fertility solutions.
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.
This includes fertility consumables and equipment, donor gamete services, and genomic services (including genetic testing). 47 THE COOPER COMPANIES, INC.
This includes fertility consumables and equipment, donor gamete services, and genomic services (including genetic testing).
AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations 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.
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 ($ in millions) 2024 2023 2024 vs 2023 % Change Toric and multifocal $ 1,257.2 $ 1,134.4 11 % Sphere, other 1,352.2 1,289.3 5 % $ 2,609.4 $ 2,423.7 8 % In the fiscal year ended October 31, 2024, the growth experienced across all categories was partially offset by unfavorable foreign exchange rate fluctuations, which approximated $14.6 million. • Toric and multifocal grew primarily through the success of MyDay and Biofinity. • Sphere, other grew primarily through MyDay, MiSight and Biofinity. • "Other" products represented approximately 1% of net sales in fiscal 2024 and 2023.
AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations CooperVision Net Sales by Category ($ 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 $16.0 million. • Toric and multifocal grew primarily through the success of Biofinity and MyDay. • Sphere, other grew primarily through MiSight and MyDay, offset by a decrease in legacy hydrogel products. • "Other" products represented less than 1% of net sales in fiscal 2025 and 2024.
Other expense, net decreased in fiscal 2024, primarily due to a decrease in loss on minority investments. Provision for Income Taxes The effective tax rates for fiscal 2024 and 2023 were 32.6% and 28.7%, respectively.
Other expense, net increased in fiscal 2025, primarily due to a loss on the disposal of a minority interest investment. Provision for Income Taxes The effective tax rates for fiscal 2025 and 2024 were 33.8% and 32.6%, respectively.
Interest Expense ($ in millions) 2024 % Net Sales 2023 % Net Sales 2024 vs. 2023 % Change Interest expense $ 114.3 3 % $ 105.3 3 % 9 % Interest expense increased during fiscal 2024 compared to the prior year, primarily due to higher interest rates and higher debt balances.
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) 2024 2023 Foreign exchange loss 5.2 7.0 Other expense, net 3.9 7.9 $ 9.1 $ 14.9 Foreign exchange loss was primarily associated with the relative weakening of the U.S. dollar against foreign currencies and the effect on intercompany receivables.
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.
Amortization Expense ($ in millions) 2024 % Net Sales 2023 % Net Sales 2024 vs. 2023 % Change CooperVision $ 28.2 1 % $ 32.9 1 % (14) % CooperSurgical 173.0 13 % 153.3 13 % 13 % $ 201.2 5 % $ 186.2 5 % 8 % CooperVision's amortization expense for fiscal 2024 comp ared to fiscal 2023 decreased primarily due to more intangible assets becoming fully amortized during fiscal 2024.
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 expense increased in fiscal 2024 compared to fiscal 2023, primarily due to the amortization of intangible assets recently acquired through acquisitions.
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.
($ in millions) 2024 2023 2024 vs. 2023 % Change Americas $ 1,067.3 $ 991.3 8 % EMEA 988.3 891.6 11 % Asia Pacific 553.8 540.8 2 % $ 2,609.4 $ 2,423.7 8 % CooperVision's growth in net sales across all regions was primarily attributable to increased sales of silicone hydrogel contact lenses.
($ 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.
Research and Development (R&D) Expenses ($ in millions) 2024 % Net Sales 2023 % Net Sales 2024 vs. 2023 % Change CooperVision $ 82.9 3 % $ 73.4 3 % 13 % CooperSurgical 72.2 6 % 64.0 5 % 13 % $ 155.1 4 % $ 137.4 4 % 13 % Coop erVision's R&D expenses increased in fiscal 2024 compared to fiscal 2023 primarily due to myopia management programs and R&D projects.
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.
AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations CooperSurgical Net Sales by Category ($ in millions) 2024 2023 2024 vs. 2023 % Change Office and surgical $ 774.7 $ 689.5 12 % Fertility 511.3 480.0 7 % $ 1,286.0 $ 1,169.5 10 % In the fiscal year ended October 31, 2024, office and surgical net sales increased primarily due to the addition of Cook Medical on November 1, 2023.
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.
The increase was primarily due to changes in the geographic composition of pre-tax earnings and an increase in the UK statutory tax rate from 19% to 25%. The effective tax rate for fiscal 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 higher tax rates.
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.
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.
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.
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 the assets are not expected to be realized.
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.
Operating Income ($ in millions) 2024 % Net Sales 2023 % Net Sales 2024 vs. 2023 % Change CooperVision $ 676.2 26 % $ 587.7 24 % 15 % CooperSurgical 118.3 9 % 16.1 1 % 635 % Corporate (88.8) — (70.7) — (26) % $ 705.7 18 % $ 533.1 15 % 32 % CooperVision's operating income increased in fiscal 2024 compared to fiscal 2023, primarily due to the increase in net sales outpaced the increase in operating expenses.
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.
The increase in working capital was primarily due to increases in trade accounts receivable, prepaid expenses and other current assets, and inventories, partially offset by an increase in other current liabilities.
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.
These deferred tax assets are primarily 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.
For uncertain tax positions, judgment is required in evaluating tax positions for uncertainty in the application of accounting guidance and tax laws.
Share Repurchases In March 2017, the authorization under the 2012 Share Repurchase Program (2012 Program) was increased to $1.0 billion by the Company's Board of Directors. As of October 31, 2024, $256.4 million remained authorized for repurchase under the program. See Note 8. Stockholders’ Equity for additional information. In fiscal 2024, there were no share repurchases under the 2012 Program.
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, $966.4 million remains authorized for repurchase.
Refer to CooperVision Net Sales by Category above for further discussion.
The growth in EMEA was positively impacted by favorable foreign exchange rate fluctuations. Refer to CooperVision Net Sales by Category above for further discussion. 48 THE COOPER COMPANIES, INC.
Selling, General and Administrative (SGA) Expenses ($ in millions) 2024 % Net Sales 2023 % Net Sales 2024 vs. 2023 % Change CooperVision $ 910.7 35 % $ 871.1 36 % 5 % CooperSurgical 534.2 42 % 559.4 48 % (5) % Corporate 88.8 — 70.7 — 26 % $ 1,533.7 39 % $ 1,501.2 42 % 2 % CooperVision's SGA expenses increased in fiscal 2024 compared to fiscal 2023 primarily due to a $31.8 million release of contingent consideration liability associated with SightGlass Vision's regulatory approval milestone in fiscal 2023 and increased selling activities in fiscal 2024. 48 THE COOPER COMPANIES, INC.
AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations Selling, General and Administrative (SGA) Expenses ($ 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.
Corporate SGA expenses increased in fiscal 2024 compared to fiscal 2023 primarily due to share-based compensation related expenses and corporate support functions.
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.
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CooperVision Net Sales by Category 46 THE COOPER COMPANIES, INC.
Added
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.
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Fertility net sales increased due to an increase in revenue from consumable products and genetic testing. The above growth experienced across all categories was partially offset by unfavorable foreign exchange rate fluctuations, which approximated $9.5 million. Gross Margin Consolidated gross margin was relatively flat at 67% in fiscal 2024 compared to 66% in fiscal 2023.
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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.
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AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations CooperSurgical's SGA expenses decreased in fiscal 2024 compared to fiscal 2023 primarily due to the payment of a $45.0 million termination fee under an asset purchase agreement related to Cook Medical’s reproductive health business in fiscal 2023, partially offset by an increase in selling activities and distribution costs.
Added
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.
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CooperSurgical's operating income increased in fiscal 2024 compared to fiscal 2023, primarily due to payment of a $45.0 million termination fee under an asset purchase agreement related to Cook Medical’s reproductive health business in fiscal 2023 and decrease in advertising and marketing expenses in fiscal 2024. 49 THE COOPER COMPANIES, INC.
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Trade names, trademarks and service marks of the other companies appearing in this report are the property of their respective holders.
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AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations Corporate operating loss increased in fiscal 2024 compared to fiscal 2023, primarily due to higher share-based compensation expenses.
Added
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.
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The effective tax rate for fiscal 2023 was higher than the U.S. federal statutory rate primarily due to foreign earnings subject to U.S. tax. See Note 6. Income Taxes for further information. 50 THE COOPER COMPANIES, INC.
Added
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.
Removed
Cash used in financing activities in fiscal 2023 was primarily due to repayments of $338.0 million on the 2021 364-day term loan, partially offset by $172.6 million of funds drawn on the 2020 Revolving Credit Facility.
Added
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.
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To the extent additional funds are necessary to meet our liquidity needs such as 51 THE COOPER COMPANIES, INC.
Added
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.
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We are unable to reliably estimate the timing of future payments related to uncertain tax positions and have excluded $20.4 million of long-term income taxes payable. See Note 6. Income Taxes for the expected one-time transition tax payments.
Added
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.
Added
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.
Added
Deferred tax assets and liabilities are estimated based on temporary differences between the financial reporting basis and income tax basis of assets and liabilities.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed5 unchanged
Biggest changeAt October 31, 2024, 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 $103.2 million in operating income for the fiscal year ended October 31, 2024. Refer to Item 1A.
Biggest changeAt 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.
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 2024. Refer to Item 1A.
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. 54 THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Risk Factors - " We are vulnerable to interest rate risk with respect to our debt. " and Note 5. Financing Arrangements for further information. 55 THE COOPER COMPANIES, INC. AND SUBSIDIARIES
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, 2024, we had outstanding debt for an aggregate carrying amount of $2.6 billion.
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.

Other COO 10-K year-over-year comparisons