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Item 2 — Management's Discussion and Analysis
The Cooper Companies, Inc. · 10-Q · Q2 FY2026 · Period ended Apr 30, 2026
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Note numbers refer to “Notes to Consolidated Condensed Financial Statements” in Item 1. Unaudited Financial Statements.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These include statements relating to plans, prospects, goals, strategies, future actions, events or performance and other statements which are other than statements of historical fact, including: statements regarding the expected impact of global macroeconomic conditions, and statements regarding acquisitions (including the acquired companies' financial position, market position, product development and business strategy, expected cost synergies, expected timing and benefits of the transaction, difficulties in integrating entities or operations, as well as estimates of our and the acquired entities' future expenses, sales and earnings per share) that are forward-looking. In addition, all statements regarding anticipated growth in our net sales, anticipated effects of any product recalls, anticipated market conditions, planned product launches, restructuring or business transition expectations, regulatory plans, and expected results of operations and integration of any acquisition are forward-looking. To identify these statements, look for words like “believes,” “outlook,” “probable,” “expects,” “may,” “will,” “should,” “could,” “seeks,” “intends,” “plans,” “estimates” or “anticipates” and similar words or phrases. Forward-looking statements necessarily depend on assumptions, data or methods that may be incorrect or imprecise and are subject to risks and uncertainties. Among the factors that could cause our actual results and future actions to differ materially from those described in forward-looking statements are:
•Adverse changes in the global or regional general business, political and economic conditions, including the impact of continuing uncertainty and instability of certain countries, man-made or natural disasters and pandemic conditions, that could adversely affect our global markets, and the potential adverse economic impact and related uncertainty caused by these items.
•The impact of international conflicts, including the ongoing conflict in the Middle East, and the global response to international conflicts on the global and local economy, financial markets, energy markets, currency rates and our ability to supply product to, or through, or around, affected countries.
•Our substantial and expanding international operations and the challenges of managing an organization spread throughout multiple countries and complying with a variety of legal, compliance and regulatory requirements.
•The actual imposition or threats of tariffs, customs duties and fees by the U.S. government and other nations in response and other retaliatory actions, such as trade protection measures, import or export licensing requirements, new or different customs duties, trade embargoes and sanctions and other trade barriers, as well as the impact of the Company’s efforts to mitigate the effects of such tariffs or similar measures.
•Foreign currency exchange rate and interest rate fluctuations including the risk of fluctuations in the value of foreign currencies or interest rates that would decrease our net sales and earnings.
•Our existing and future variable rate indebtedness and associated interest expense is impacted by rate increases, which could adversely affect our financial health or limit our ability to borrow additional funds.
•Changes in tax laws, examinations by tax authorities, and changes in our geographic composition of income.
•Acquisition-related adverse effects including the failure to successfully achieve the anticipated net sales, margins and earnings benefits of acquisitions, integration delays or costs and the requirement to record significant adjustments to the preliminary fair value of assets acquired and liabilities assumed within the measurement period, required regulatory approvals for an acquisition not being obtained or being delayed or subject to conditions that are not anticipated, adverse impacts of changes to accounting controls and reporting procedures, contingent liabilities or indemnification obligations, increased leverage and 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).
•Compliance costs and potential liability in connection with U.S. and foreign laws and health care regulations pertaining to privacy and security of personal information, such as the Health Insurance Portability and Accountability Act of 1996 and the California Consumer Privacy Act in the U.S. and the General Data Protection Regulation requirements in Europe, including but not limited to those resulting from data security breaches.
•A major disruption in the operations of our manufacturing, accounting and financial reporting, research and development, distribution facilities or raw material supply chain due to challenges associated with integration of acquisitions, man-made or natural disasters, pandemic conditions, cybersecurity incidents or other causes.
•A major disruption in the operations of our manufacturing, accounting and financial reporting, research and development or distribution facilities due to the failure to perform by third-party vendors, including cloud computing providers or other technological problems, including any related to our information systems maintenance, enhancements or new system deployments, integrations or upgrades.
•A successful cybersecurity attack which 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.
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
•Market consolidation of large customers globally through mergers or acquisitions resulting in a larger proportion or concentration of our business being derived from fewer customers.
•Disruptions in supplies of raw materials, particularly components used to manufacture our silicone hydrogel lenses.
•New U.S. and foreign government laws and regulations, and changes in existing laws, regulations and enforcement guidance, which affect areas of our operations including, but not limited to, those affecting the health care industry, including the contact lens industry specifically and the medical device or pharmaceutical industries generally, including but not limited to the EU Medical Devices Regulation (MDR) and the EU In Vitro Diagnostic Medical Devices Regulation.
•Legal costs, insurance expenses, settlement costs and the risk of an adverse decision, prohibitive injunction or settlement related to product liability, patent infringement, contractual disputes, or other litigation.
•Limitations on sales following product introductions due to poor market acceptance.
•New competitors, product innovations or technologies, including but not limited to, technological advances by competitors, new products and patents attained by competitors, and competitors' expansion through acquisitions.
•Reduced sales, loss of customers, reputational harm and costs and expenses, including from claims and litigation related to product recalls and warning letters.
•Failure to receive, or delays in receiving, regulatory approvals or certifications for products.
•Failure of our customers and end users to obtain adequate coverage and reimbursement from third-party payers for our products and services.
•The requirement to provide for a significant liability or to write off, or accelerate depreciation on, a significant asset, including goodwill, other intangible assets and idle manufacturing facilities and equipment.
•The success of our research and development activities and other start-up projects.
•Dilution to earnings per share from acquisitions or issuing stock.
•Impact and costs incurred from changes in accounting standards and policies.
•Risks related to environmental laws and requirements applicable to our facilities, products or manufacturing processes, including evolving regulations regarding the use of hazardous substances or chemicals in our products.
•Risks related to environmental, social and corporate governance issues, including those related to regulatory and disclosure requirements, climate change and sustainability.
•Other events described in our United States Securities and Exchange Commission filings, including the “Business” and “Risk Factors” sections in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025, as such Risk Factors may be updated in quarterly filings including updates made in this filing.
We caution investors that forward-looking statements reflect our analysis only on their stated date. We disclaim any obligation to update or revise them except as required by law.
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
In this section, we discuss the results of our operations for the second quarter of fiscal 2026 ended April 30, 2026, compared with the same period of fiscal 2025. We discuss our cash flows and current financial condition under “Capital Resources and Liquidity.” Within the tables presented, percentages are calculated based on the underlying whole-dollar amounts and, therefore, may not recalculate exactly from the rounded numbers used for disclosure purposes.
Outlook
We are optimistic about the long-term prospects for the worldwide contact lens and general health care markets, and the resilience of and growth prospects for our businesses and products. However, we face significant risks and uncertainties in our global operating environment as further described in the Part II, Item 1A "Risk Factors" herein. These risks include uncertain global and regional business, political and economic conditions, including but not limited to those associated with man-made or natural disasters, pandemic conditions, inflation, foreign exchange rate fluctuations, regulatory developments, supply chain disruptions, and escalating global trade barriers and disruptions, such as the impact of tariffs. These risks and uncertainties have adversely affected our sales, cash flow and performance in the past and could further adversely affect our future sales, cash flow and performance.
CooperVision - We compete in the worldwide contact lens market with our spherical, toric, multifocal and toric multifocal contact lenses offered in materials like silicone hydrogel Aquaform technology. We believe that there will be lower contact lens wearer dropout rates as technology improves and enhances the wearing experience through a combination of improved designs and materials and the growth of preferred modalities such as single-use and monthly wearing options. CooperVision also competes in the myopia management and specialty eye care contact lens markets with myopia management contact lenses using its ActivControl technology and with products such as orthokeratology (ortho-k) and scleral lenses. CooperVision has U.S. Food and Drug Administration (FDA) approval for its MiSight 1 day lens, which is the first and only FDA-approved product indicated to slow the progression of myopia in children with treatment initiated between the ages of 8-12. Further, CooperVision received Chinese National Medical Products Administration approval for use of the MiSight 1 day lens in China and received Japanese Ministry of Health, Labour and Welfare approval for use of the MiSight 1 day lens in Japan. CooperVision is focused on greater worldwide market penetration using recently introduced products, and we continue to expand our presence in existing and emerging markets, including through acquisitions.
Our ability to compete successfully with a full range of silicone hydrogel products is an important factor to achieving our desired future levels of sales growth and profitability. CooperVision manufactures and markets a wide variety of silicone hydrogel contact lenses. Our single-use silicone hydrogel product franchises, clariti, MyDay and MyDay Energys remain a focus as we expect increasing demand for these products, as well as future single-use products, as the global contact lens market continues to shift to this modality. Outside of single-use, the Biofinity and Avaira Vitality product families comprise our focus in the FRP, or frequent replacement product, market which encompasses the monthly and two-week modalities. Included in this segment are unique products such as Biofinity Energys, which helps individuals with digital eye fatigue.
CooperSurgical - Our CooperSurgical business competes in the fertility and women's health care market through its diversified portfolio of products and services, including fertility products and services, medical devices, cryostorage (such as cord blood and cord tissue storage) and contraception. CooperSurgical has established its market presence and distribution system by developing products and acquiring companies, products and services that complement its business model.
Competitive factors in the segments in which CooperSurgical competes include technological and scientific advances, product quality and availability, price and customer service (including response time and effective communication of product information to physicians, consumers, fertility clinics and hospitals).
We protect our products through patents and trademark registrations, both in the United States and in international markets. We monitor competitive products trademark use worldwide and, when determined appropriate, we have enforced and plan to continue to enforce and defend our patent and trademark rights. We also rely upon trade secrets, licenses, technical know-how and continuing technological innovation to develop and maintain our competitive position.
CooperVision, CooperSurgical, and other trade names, trademarks or service marks of the Company and its subsidiaries appearing in this report are the property of the Company and its subsidiaries. Trade names, trademarks and service marks of the other companies appearing in this report are the property of their respective holders.
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
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.
CooperVision Net Sales by Category
Three Months Ended April 30, 2026 vs 2025% Change
($ in millions) 2026 2025
Toric and multifocal $ 364.9 $ 328.4 11 %
Sphere, other 358.6 341.2 5 %
$ 723.5 $ 669.6 8 %
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Six Months Ended April 30, 2026 vs 2025% Change
($ in millions) 2026 2025
Toric and multifocal $ 716.1 $ 647.8 11 %
Sphere, other 702.5 667.9 5 %
$ 1,418.6 $ 1,315.7 8 %
In the three and six months ended April 30, 2026, the growth experienced across all categories was positively impacted by favorable foreign exchange rate fluctuations of approximately $28.4 million and $56.5 million, respectively.
•Toric and multifocal grew primarily through the success of Biofinity and MyDay.
•Sphere, other grew primarily through MyDay and MiSight.
•"Other" products represented less than 1% of net sales in the three and six months ended April 30, 2026 and 2025, respectively.
CooperVision Net Sales by Geography
CooperVision competes in the worldwide soft contact lens market and services in three primary regions: the Americas, EMEA (Europe, Middle East and Africa) and Asia Pacific.
Periods Ended April 30, Three Months Six Months
($ in millions) 2026 2025 2026 vs 2025% Change 2026 2025 2026 vs 2025% Change
Americas $ 303.2 $ 282.4 7 % $ 592.2 $ 553.3 7 %
EMEA 289.7 248.6 17 % 572.0 495.1 16 %
Asia Pacific 130.6 138.6 (6) % 254.4 267.3 (5) %
$ 723.5 $ 669.6 8 % $ 1,418.6 $ 1,315.7 8 %
CooperVision's growth in net sales in the Americas and EMEA was primarily attributable to market gains of silicone hydrogel contact lenses. In Asia Pacific, net sales declined due to softness in Japan. The growth in EMEA was positively impacted by favorable foreign exchange rate fluctuations. Refer to CooperVision Net Sales by Category above for further discussion.
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
CooperSurgical Net Sales
CooperSurgical supplies the fertility and women's health care market with a diversified portfolio of products and services in two categories:
•Office and surgical offerings include products that facilitate surgical and non-surgical procedures that are commonly performed primarily by obstetricians and gynecologists in hospitals, surgical centers, and medical offices. This includes medical devices, cryostorage (such as cord blood and cord tissue storage), and contraception.
•Fertility offerings include highly specialized products and services that target the in vitro fertilization process, including diagnostics testing with a goal to make fertility treatment safer, more efficient and convenient. This includes fertility consumables and equipment, donor gamete services, and genomic services (including genetic testing).
CooperSurgical Net Sales by Category
Three Months Ended April 30, 2026 vs 2025% Change
($ in millions) 2026 2025
Office and surgical $ 214.2 $ 205.8 4 %
Fertility 143.8 126.9 13 %
$ 358.0 $ 332.7 8 %
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Six Months Ended April 30, 2026 vs 2025% Change
($ in millions) 2026 2025
Office and surgical $ 416.6 $ 404.7 3 %
Fertility 270.4 246.6 10 %
$ 687.0 $ 651.3 5 %
In the three months ended April 30, 2026, office and surgical net sales increased primarily due to increased sales of surgical products. Fertility net sales increased primarily due to an increase in revenue from consumable products and genetic testing.
In the six months ended April 30, 2026, office and surgical net sales increased primarily due to increased sales of surgical products, partially offset by a decrease in revenue of Paragard contraceptive intrauterine devices. Fertility net sales increased primarily due to an increase in revenue from consumable products and genetic testing.
Gross Margin.
Consolidated gross margin remained flat at 68% for both the three and six months ended April 30, 2026 and April 30, 2025.
Selling, General and Administrative (SGA) Expenses
Three Months Ended April 30, 2026 vs 2025% Change
($ in millions) 2026 % Net Sales 2025 % Net Sales
CooperVision $ 252.2 35 % $ 236.9 35 % 6 %
CooperSurgical 402.4 112 % 136.8 41 % 194 %
Corporate 21.6 — 25.3 — (15) %
$ 676.2 63 % $ 399.0 40 % 69 %
Six Months Ended April 30, 2026 vs 2025% Change
($ in millions) 2026 % Net Sales 2025 % Net Sales
CooperVision $ 489.8 35 % $ 466.8 35 % 5 %
CooperSurgical 530.8 77 % 272.7 42 % 95 %
Corporate 45.8 — 47.4 — (3) %
$ 1,066.4 51 % $ 786.9 40 % 36 %
CooperVision's SGA expenses increased in the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to increased selling activities.
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
CooperSurgical's SGA expenses increased in the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to the $271.6 million litigation expense, net of insurance recoveries. Refer to Note 9. Contingencies and Commitments for additional information.
Corporate SGA expenses decreased in the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to a decrease in share-based compensation related expenses.
Research and Development (R&D) Expenses
Three Months Ended April 30, 2026 vs 2025% Change
($ in millions) 2026 % Net Sales 2025 % Net Sales
CooperVision $ 22.1 3 % $ 25.6 4 % (14) %
CooperSurgical 20.4 6 % 19.9 6 % 3 %
$ 42.5 4 % $ 45.5 5 % (7) %
Six Months Ended April 30, 2026 vs 2025% Change
($ in millions) 2026 % Net Sales 2025 % Net Sales
CooperVision $ 44.5 3 % $ 48.1 4 % (7) %
CooperSurgical 42.3 6 % 38.1 6 % 11 %
$ 86.8 4 % $ 86.2 4 % 1 %
CooperVision's R&D expenses decreased in the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to a decrease in R&D project spend. CooperVision's R&D projects are primarily focused on the development of contact lenses, manufacturing technology, and process enhancements.
CooperSurgical's R&D expenses increased in the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to an increase in R&D project spend and pharmacovigilance related fees. CooperSurgical's R&D projects are primarily focused on the development of surgical devices and fertility solutions, manufacturing technology, and process enhancements.
Amortization Expense
Three Months Ended April 30, 2026 vs 2025% Change
($ in millions) 2026 % Net Sales 2025 % Net Sales
CooperVision $ 4.2 1 % $ 5.1 1 % (18) %
CooperSurgical 43.5 12 % 44.7 13 % (3) %
$ 47.7 4 % $ 49.8 5 % (4) %
Six Months Ended April 30, 2026 vs 2025% Change
($ in millions) 2026 % Net Sales 2025 % Net Sales
CooperVision $ 8.3 1 % $ 9.9 1 % (16) %
CooperSurgical 87.3 13 % 89.5 14 % (2) %
$ 95.6 5 % $ 99.4 5 % (4) %
CooperVision's amortization expense decreased in the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to certain intangible assets being fully amortized.
CooperSurgical's amortization expense decreased in the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to certain intangible assets being fully amortized and the write-off of an intangible asset in fiscal 2025.
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Operating Income (Loss)
Three Months Ended April 30, 2026 vs 2025% Change
($ in millions) 2026 % Net Sales 2025 % Net Sales
CooperVision $ 215.6 30 % $ 186.4 28 % 16 %
CooperSurgical (225.0) (63) % 23.7 7 % (1,049) %
Corporate (21.6) — (25.3) — (15) %
$ (31.0) (3) % $ 184.8 18 % (117) %
Six Months Ended April 30, 2026 vs 2025% Change
($ in millions) 2026 % Net Sales 2025 % Net Sales
CooperVision $ 425.8 30 % $ 370.3 28 % 15 %
CooperSurgical (198.2) (29) % 43.9 7 % (551) %
Corporate (45.8) — (47.4) — (3) %
$ 181.8 9 % $ 366.8 19 % (50) %
CooperVision's operating income increased in the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to the increase in net sales outpacing the increase in operating expenses.
CooperSurgical reported operating loss in the three and six months ended April 30, 2026, compared to the operating income in the three and six months ended April 30, 2025, primarily due to increased SGA expenses related to the $271.6 million litigation expense, net of insurance recoveries. Refer to Note 9. Contingencies and Commitments for additional information.
Corporate operating loss decreased in the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to a decrease in share-based compensation related expenses.
Interest Expense
Three Months Ended April 30, 2026 vs 2025% Change
($ in millions) 2026 % Net Sales 2025 % Net Sales
Interest expense $ 20.9 2 % $ 24.2 2 % (14) %
Six Months Ended April 30, 2026 vs 2025% Change
($ in millions) 2026 % Net Sales 2025 % Net Sales
Interest expense $ 43.3 2 % $ 50.2 3 % (14) %
Interest expense decreased during the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, due to lower interest rates and lower average debt balances.
Other (Income) Expense, Net
Periods Ended April 30, Three Months Six Months
($ in millions) 2026 2025 2026 2025
Foreign exchange loss $ 0.8 $ 1.2 $ 2.1 $ 4.2
Other (income) expense, net (4.3) 14.9 (7.4) 14.6
$ (3.5) $ 16.1 $ (5.3) $ 18.8
Foreign exchange loss decreased during the three and six months ended April 30, 2026, compared to the three and six months ended April 30, 2025, primarily due to movements of U.S. dollar against various foreign currencies and the effect on intercompany receivables and payables.
Other (income) expense, net changed from expense in the three and six months ended April 30, 2025 to income in the three and six months ended April 30, 2026, primarily due to a $15.7 million loss on the disposal of a minority interest investment in fiscal year 2025.
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Provision for Income Taxes
The effective tax rates for the three months ended April 30, 2026, and April 30, 2025, were (61.0)% and 39.3%, respectively. The effective tax rates for the six months ended April 30, 2026, and April 30, 2025, were 63.2% and 35.5%, respectively. The changes were primarily due to the discrete tax impact of the litigation accrual discussed below, partially offset by changes in the geographic composition of pre-tax earnings.
During the three months ended April 30, 2026, the Company recorded $271.6 million litigation expense, net of insurance recoveries, as described in Note 9. Contingencies and Commitments. As a result, the Company recognized a $42.8 million discrete income tax benefit, net of indirect tax effects, primarily driven by a reduction in U.S. taxable income.
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Capital Resources and Liquidity
Working capital as of April 30, 2026 and October 31, 2025 was $495.1 million and $993.6 million, respectively. The decrease in working capital was primarily due to an increase in short-term debt.
Cash Flow
Six Months Ended April 30,
($ in millions) 2026 2025
Operating activities $ 443.7 $ 286.8
Investing activities (192.9) (176.0)
Financing activities (223.7) (105.2)
Effect of exchange rate changes on cash, cash equivalents, restricted cash 1.3 2.9
Net increase in cash, cash equivalents, and restricted cash $ 28.4 $ 8.5
Operating Cash Flow
Cash provided by operating activities in the first six months of fiscal 2026 increased compared to the first six months of fiscal 2025, primarily due to increased cash inflows from net income after adjusting for the non-cash accrual for litigation liability. Refer to Note 9. Contingencies and Commitments for additional information.
Investing Cash Flow
Cash used in investing activities in the first six months of fiscal 2026 increased compared to the first six months of fiscal 2025, primarily due to an increase in purchases of property, plant and equipment, partially offset by a decrease in spending on equity investments.
Financing Cash Flow
Cash used in financing activities in the first six months of fiscal 2026 increased compared to the first six months of fiscal 2025, primarily due to an increase in repurchase of common stock, higher net repayments on the revolving credit and lower net proceeds from short-term debt.
The following is a summary of the maximum commitments and the net amounts available to us under different credit facilities as of April 30, 2026:
($ in millions) Facility Limit Outstanding Borrowings Outstanding Letters of Credit Total Amount Available Maturity Date
Revolving Credit:
2024 Revolving Credit $ 2,300.0 $ 911.7 $ 5.3 $ 1,383.0 May 1, 2029
Term loan:
2021 Term Loan 550.0 550.0 n/a — December 17, 2026
2021 Term Loan 950.0 950.0 n/a — February 3, 2031
Total $ 3,800.0 $ 2,411.7 $ 5.3 $ 1,383.0
As of April 30, 2026, the Company was in compliance with all debt covenants. On May 1, 2024, the Company entered into a Revolving Credit Agreement (the 2024 Credit Agreement). The Company drew on the 2024 Credit Agreement to fully repay borrowings outstanding under the 2020 Term Loan Facility and 2020 Revolving Credit Facility and terminated the 2020 Credit Agreement. On February 3, 2026, the Company entered into Amendment No. 3 to the 2021 Credit Agreement. The amendment modifies the 2021 Credit Agreement by, among other things, extending the maturity date of $950.0 million of term loans to February 3, 2031, with the remaining $550.0 million of term loans retaining their original maturity date. See Note 4. Financing Arrangements of the Consolidated Condensed Financial Statements for further information.
We have re-evaluated our operating cash flows and cash requirements and continue to believe that current cash, cash equivalents, future cash flow from operating activities and cash available under our 2024 Credit Agreement will be sufficient to meet our anticipated cash needs, including working capital needs, capital expenditures and contractual obligations for at least 12 months from the issuance date of the Consolidated Condensed Financial Statements included in this quarterly report. To the extent additional funds are necessary to meet our liquidity needs such as for acquisitions, share repurchases or other activities as we
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
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.
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 April 30, 2026, $860.8 million remains authorized for repurchase.
During the three and six months ended April 30, 2026, the Company repurchased 0.2 million and 1.3 million shares of its common stock for $13.1 million and $105.6 million, at a weighted average price of $75.84 and $81.21 per share. During the three and six months ended April 30, 2025, the Company repurchased 0.5 million shares of its common stock for $40.6 million, at a weighted average price of $75.60 per share.
Contingencies
On March 2, 2026, the U.K. FTT issued a decision that largely supports HMRC in the Company's dispute relating to payroll tax matters arising from the acquisition of the Sauflon Group in 2014.
The Company believes the FTT’s decision was incorrect and is in the process of appealing the FTT’s decision. Depending on the results of the appeal, the Company could prevail on some or all of the issues in dispute, which could result in an obligation to pay a portion or all of the assessed amounts, with an estimated loss ranging from £0 to £71.7 million, plus accrued interest.
In December 2023, CooperSurgical initiated a voluntary recall of three specific lots of CooperSurgical’s LifeGlobalTM global® embryo culture media that it had produced. Subsequently, claims and lawsuits in various U.S. and international jurisdictions were brought by individuals who generally allege that they suffered damages associated with the use of the recalled product, including claims of embryo loss or reduced embryo viability.
Between December 2023 and mid-March 2026, the Company resolved a significant number of claims and lawsuits through settlements. The Company recorded an immaterial accrual in the first quarter of fiscal 2024, related to insurance deductibles and other additional costs. Based on historical settlement experience and other considerations, the Company believed a material loss was not probable and that there was no reasonable basis to estimate aggregate losses in excess of historical settlement levels after taking into account available insurance coverage.
Subsequently, the Company identified developments, including the procedural acceleration of multiple litigated cases, receipt of additional claimant information, updated damage valuation analysis, and significantly increased projected defense and expert costs. This resulted in reassessment of exposure. As of June 5, 2026, more than 140 lawsuits were filed, including three putative class actions, none of which has been certified, and over 1,500 claimants have been proffered to the Company. Based on these developments, management concluded that a loss was probable and reasonably estimable, particularly with respect to potential exposure exceeding available insurance coverage. The net impact to the consolidated statements of operations to resolve outstanding claims was $271.6 million, consisting of $324.1 million accrued litigation liability, partially offset by $52.5 million of insurance recoveries. The net amount was recorded within Selling, General and Administrative expenses.
Any future payments required would impact the Company’s liquidity and cash flow in the period of resolution.
Estimates and Critical Accounting Policies
Information regarding estimates and critical accounting policies is included in Management's Discussion and Analysis in our Form 10-K for the fiscal year ended October 31, 2025. There have been no material changes in our policies from those previously discussed in our Form 10-K for the fiscal year ended October 31, 2025, except as follows:
Litigation Contingencies
We are or may be subject to litigation loss contingencies. We accrue for loss contingencies to the extent that we conclude that it is probable that a loss will be incurred and the amount of the loss can be reasonably estimated. If a reasonable estimate of a known or probable loss cannot be made, but a range of probable losses can be estimated, the low end of the range of losses is recognized if no amount within the range is a better estimate than any other. If we determine that a loss is possible, but not probable, and the range of the loss can be reasonably determined, then we disclose the range of the possible loss. Potential insurance recoveries in connection with recognized loss contingencies are recognized as assets in the period in which such recoveries are determined to be probable of realization. These matters raise difficult and complex factual and legal issues and are subject to many uncertainties, including, but not limited to, the facts and circumstances of each particular case or claim, the jurisdiction in which each suit is
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
brought, and differences in applicable law. As such, significant judgment is required in determining our legal accruals. Refer to Note 9. Contingencies and Commitments for additional information.
Accounting Pronouncements
Information regarding new accounting pronouncements is included in Note 1. General of the Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.
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THE COOPER COMPANIES, INC. AND SUBSIDIARIES