Financial Analysis

Note 11. Contingencies The Company is involved in various lawsuits, claims and other legal matters from time to time that arise in the ordinary course of conducting business, including matters involving our products, intellectual property, supplier relationships, distributors, competitor relationships, employees and other matters. The Company does not believe that the ultimate resolution of these proceedings or claims pending against it could have a material adverse effect on its financial condition or results of operations. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies . Legal fees are expensed as incurred.

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Note 5. Financing Arrangements The Company had outstanding debt as follows: October 31, (In millions) 2025 2024 Short-term debt, excluding financing leases $ 47.1 $ 32.2 Financing lease liabilities 0.7 1.1 Short-term debt $ 47.8 $ 33.3 Revolving credit $ 956.3 $ 1,049.2 Term loans 1,500.0 1,500.0 Other 0.2 0.2 Less: unamortized debt issuance cost (0.8) (1.4) Long-term debt, excluding financing leases 2,455.7 2,548.0 Financing lease liabilities 1.8 2.4 Long-term debt $ 2,457.5 $ 2,550.4 Total debt $ 2,505.3 $ 2,583.7 As of October 31, 2025, the Company was in compliance with all debt covenants. Revolving Credit Agreement on May 1, 2024 On May 1, 2024, the Company entered into the 2024 Credit Agreement, among the Company, CooperVision International Limited, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent. The 2024 Credit Agreement provides for a multicurrency revolving credit facility (the 2024 Revolving Credit Facility) in an aggregate principal amount of $2,300.0 million which, unless terminated earlier, matures on May 1, 2029. On May 1, 2024, the Company used $1,170.0 million under the 2024 Revolving Credit Facility to fully repay all borrowings outstanding under the 2020 Term Loan Facility and the 2020 Revolving Credit Facility, and terminated the 2020 Credit Agreement (all as defined below). The Company has an uncommitted option to increase the revolving credit facility or establish a new term loan in an aggregate am …

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

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Note 4. Intangible Assets Goodwill The Company has three reporting units: CooperVision and within the CooperSurgical segment, Office/Surgical and Fertility, reflecting the current way the Company manages its business. There was no impairment of goodwill in its reporting units in fiscal 2025, 2024, and 2023. (In millions) CooperVision CooperSurgical Total Balance at October 31, 2024 $ 1,797.8 $ 2,040.6 $ 3,838.4 Foreign currency translation adjustment 12.2 2.8 15.0 Balance at October 31, 2025 $ 1,810.0 $ 2,043.4 $ 3,853.4 Of the October 31, 2025 goodwill balance, $282.2 million for CooperSurgical and $15.6 million for CooperVision is expected to be deductible for tax purposes. Of the October 31, 2024, goodwill balance, $311.5 million for CooperSurgical and $17.8 million for CooperVision was expected to be deductible for tax purposes. Other Intangible Assets October 31, 2025 October 31, 2024 (In millions) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Weighted-average Amortization Period (in years) Intangible assets with definite lives: Customer relationships $ 1,137.6 $ 469.3 $ 1,130.5 $ 402.5 19 Composite intangible assets (1) 1,101.7 570.7 1,101.6 496.8 15 Technology 683.4 415.3 706.4 384.3 11 Trademarks 202.5 102.3 204.2 90.6 15 License and distribution rights and other 44.5 26.9 47.9 27.2 11 3,169.7 $ 1,584.5 3,190.6 $ 1,401.4 16 Less: accumulated amortization and translation 1,584.5 1,401.4 Intangible assets with definite liv …

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Note 6. Income Taxes Components of income before income taxes: Years Ended October 31, (In millions) 2025 2024 2023 Income before income taxes: United States $ (143.0) $ (87.1) $ (135.7) Foreign 709.5 669.4 548.6 $ 566.5 $ 582.3 $ 412.9 Components of provision for income taxes: Years Ended October 31, (In millions) 2025 2024 2023 Current: Federal $ 28.8 $ 38.2 $ 37.3 State 3.8 1.3 3.7 Foreign 23.8 31.6 33.0 Total current provision for income taxes 56.4 71.1 74.0 Deferred: Federal (5.1) (19.6) (36.7) State (1.5) 0.5 (7.5) Foreign 141.8 138.0 88.9 Total deferred provision for income taxes 135.2 118.9 44.7 Total provision for income taxes $ 191.6 $ 190.0 $ 118.7 Reconciliation between the expected provision for income taxes at the U.S. federal statutory rate and the provision for income taxes: Years Ended October 31, (In millions) 2025 2024 2023 Provision for income taxes at United States statutory tax rate $ 118.9 $ 122.3 $ 86.7 (Decrease) increase in taxes resulting from: Foreign earnings in jurisdictions with different tax rates 20.5 27.8 7.0 Foreign earnings subject to United States tax 50.7 45.5 34.3 Excess tax benefits from share-based compensation (0.3) (5.1) (2.4) Changes in valuation allowance 10.1 Changes in unrecognized tax benefits (12.5) 0.6 State tax provision 1.0 1.2 (4.2) Nontaxable or nondeductible items 9.2 9.4 0.1 Prior year tax returns (2.4) (6.3) 0.7 Other, net (3.6) (5.4) (3.5) Provision for income taxes $ 191.6 $ 190.0 $ 118.7 Components of deferred tax as …

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Note 2. Operating Leases The following table presents information about leases on the Consolidated Balance Sheets: October 31, (In millions) 2025 2024 Operating Leases Operating lease right-of-use assets $ 270.9 $ 260.7 Operating lease liabilities, current 37.8 38.6 Operating lease liabilities, non-current 240.5 230.8 Total operating lease liabilities $ 278.3 $ 269.4 Weighted-average remaining lease term (in years) 10.7 10.3 Weighted-average discount rate 5% 4% Operating lease expense for the fiscal years ended October 31, 2025, 2024 and 2023 was $56.2 million, $47.4 million and $48.1 million. Maturity of Lease Liabilities The minimum rental payments required under operating leases that have initial or remaining noncancellable lease terms in excess of one year as of October 31, 2025, are: (In millions) 2026 $ 48.5 2027 44.5 2028 39.8 2029 34.6 2030 28.2 Thereafter 163.2 Total lease payments $ 358.8 Less: interest 80.5 Present value of lease liabilities $ 278.3 Excluded from the above table are additional leases to expand manufacturing as well as research and development capacity that have not yet commenced. The undiscounted lease payments are estimated at $140.2 million for leases that will commence starting in fiscal 2026 with initial terms ranging from 20 to 24 years.

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Recently Adopted Accounting Standards The Company adopted the Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures in the fiscal year 2025, which enhances the disclosures required for operating segments in our annual and interim consolidated financial statements. The standard was applied retrospectively to all periods presented in the financial statements. As this accounting standard only impacts disclosures, it did not have a material impact on the Companys Consolidated Financial Statements. See Note 12. Business Segment Information for the required disclosures. Accounting Pronouncements Issued Not Yet Adopted In September 2025, the Financial Accounting Standards Board (FASB) issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) , which clarifies the application of derivative accounting to certain contract. This update introduces a scope exception for contracts that are not exchange-traded and whose underlying is tied to operations or activities specific to one of the parties to the contract. It also clarifies the guidance for share-based noncash consideration from a customer, which is not applicable to us. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted and the option to apply on a prospective or modified retrospective basis. We are curren …

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Note 10. Employee Benefits Benefits Related To Workforce Optimization Initiatives From time to time, the Company might engage in workforce optimization activities. Employee severance and other termination benefit packages are primarily determined based on established benefit arrangements, local statutory requirements, and historical benefit practices. We recognize the contractual component of these benefits when payment is probable and estimable; additional elements of severance and termination benefits associated with non-recurring benefits are recognized ratably over each employees required future service period. We recognized termination benefits expense of $35.0 million associated with the workforce optimization initiatives in fiscal 2025. Retirement Income Plan The Company's Retirement Income Plan (Plan), a defined benefit plan, is only available to full-time United States employees. On June 18, 2019, the Board of Directors of the Company approved a soft freeze of the Plan effective August 1, 2019. The Plan was closed to employees hired on or after August 1, 2019, including former participants or employees rehired on or after August 1, 2019, and employees hired in connection with a stock or asset acquisition, merger or other similar transaction on or after August 1, 2019. Existing employees already covered by the Plan, continue to accrue their benefits. The Company's contributions are designed to fund normal cost on a current basis and to fund the estimated prior service …

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Note 12. Business Segment Information The Company discloses information about its operating segments, which were established based on the way that our Chief Operating Decision Maker (CODM) organizes segments within the Company for making operating decisions and assessing financial performance. Our CODM is our Chief Executive Officer. The Company's two operating segments are described below. CooperVision. Competes in the worldwide contact lens market by developing, manufacturing and marketing a broad range of products for contact lens wearers, featuring advanced materials and optics. CooperSurgical. Competes in the fertility and women's health care market through its diversified portfolio of products and services, including fertility products and services, medical devices, cryostorage (such as cord blood and cord tissue storage) and contraception. The CODM uses operating income, as presented in our financial reports, as the primary measure of segment profitability to assess the performance of the segments and make decisions on resource allocation across segments. The Company does not allocate costs from corporate functions to segment operating income. The Company uses the same accounting policies to generate segment results as it does for consolidated results. No customers accounted for 10% or more of our consolidated net revenue in fiscal 2025, 2024 and 2023. Total identifiable assets are those used in continuing operations except cash and cash equivalents, which the Company …

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Note 8. Stockholders Equity Analysis of Changes in Accumulated Other Comprehensive Income (Loss): (In millions) Foreign Currency Translation Adjustment Derivative Instruments Minimum Pension Liability Total Balance at October 31, 2022 $ (555.0) $ 94.4 $ (6.2) $ (466.8) Gross change in value 17.0 (9.4) 4.0 11.6 Tax effect 2.4 (1.0) 1.4 Balance at October 31, 2023 $ (538.0) $ 87.4 $ (3.2) $ (453.8) Gross change in value $ 76.3 $ (55.9) $ (2.2) $ 18.2 Tax effect 13.4 0.5 13.9 Balance at October 31, 2024 $ (461.7) $ 44.9 $ (4.9) $ (421.7) Gross change in value $ 35.5 $ (35.5) $ 8.5 $ 8.5 Tax effect 8.6 (1.9) 6.7 Balance at October 31, 2025 $ (426.2) $ 18.0 $ 1.7 $ (406.5) Share Repurchases In September 2025, the authorization under the 2012 Share Repurchase Program was increased to $2.0 billion by the Company's Board of Directors. As of October 31, 2025, $966.4 million remains authorized for repurchase. In fiscal 2025, the Company repurchased 4.1 million shares of its common stock for $290.1 million, at a weighted average price of $69.30 per share under the program. In fiscal 2024, there were no share repurchases under the program. Dividends In December 2023, the Company's Board of Directors decided to end the declaration of the semiannual dividend. The Company did not pay dividends in fiscal 2025 and 2024. …

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Note 4. Financing Arrangements The Company had outstanding debt as follows: (In millions) April 30, 2026 October 31, 2025 Term loans $ 550.0 $ Other 48.2 47.1 Short-term debt, excluding financing leases 598.2 47.1 Financing lease liabilities 0.7 0.7 Short-term debt $ 598.9 $ 47.8 Revolving credit $ 911.7 $ 956.3 Term loans 950.0 1,500.0 Other 0.2 0.2 Less: unamortized debt issuance cost (2.4) (0.8) Long-term debt, excluding financing leases 1,859.5 2,455.7 Financing lease liabilities 1.8 1.8 Long-term debt $ 1,861.3 $ 2,457.5 Total debt $ 2,460.2 $ 2,505.3 Additional information regarding our indebtedness is included in our notes to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025. The carrying value of the Company's revolving credit facility and term loans approximates fair value based on current market rates (Level 2). As of April 30, 2026, the Company was in compliance with all debt covenants. Revolving Credit Agreement on May 1, 2024 On May 1, 2024, the Company entered into a Revolving Credit Agreement (the 2024 Credit Agreement), among the Company, CooperVision International Limited, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent. The 2024 Credit Agreement provides for a multicurrency revolving credit facility (the 2024 Revolving Credit Facility) in an aggregate principal amount of $2,300.0 million which, unless terminated earlier, matures on May 1, …

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Note 7. Share-Based Compensation The Company has several stock plans that are described in the Companys Annual Report on Form 10-K for the fiscal year ended October 31, 2025. The compensation expense and related income tax benefit recognized in our Consolidated Condensed Statements of Income (Loss) and Comprehensive Income (Loss) for share-based awards, including the employee stock purchase plan, were as follows: Periods Ended April 30, Three Months Six Months (In millions) 2026 2025 2026 2025 Selling, general and administrative expense $ 13.2 $ 18.5 $ 30.3 $ 35.2 Cost of sales 1.7 1.2 3.2 2.5 Research and development expense 0.6 0.6 1.2 1.4 Total share-based compensation expense $ 15.5 $ 20.3 $ 34.7 $ 39.1 Related income tax benefit $ 2.3 $ 2.8 $ 4.8 $ 5.7 Market-based award During the three months ended January 31, 2026, the Company granted 78,286 restricted stock units to selected key employees which vest over approximately three years and are earned based on the Company's total shareholder return (TSR) relative to a designated peer group over a three-year performance period. The TSR metric is considered a market condition. The Company measured the fair value of such awards on the grant date using Monte Carlo simulation, incorporating valuation inputs including (a) simulation term of 2.9 years, (b) risk-free interest rate of 3.6%, (c) historical volatility of 29.2%, and (d) dividend yield of 0%. The grant-date fair value of the TSR award was $116.05 per share. The performa …

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Note 3. Intangible Assets Intangible assets consisted of the following: April 30, 2026 October 31, 2025 (In millions) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Intangible assets with definite lives: Customer relationships $ 1,142.2 $ 501.8 $ 1,137.6 $ 469.3 Composite intangible assets (1) 1,101.7 607.6 1,101.7 570.7 Technology 684.5 435.9 683.4 415.3 Trademarks 203.0 109.1 202.5 102.3 License and distribution rights and other 44.6 28.4 44.5 26.9 3,176.0 $ 1,682.8 3,169.7 $ 1,584.5 Less: accumulated amortization and translation 1,682.8 1,584.5 Intangible assets with definite lives, net 1,493.2 1,585.2 Intangible assets with indefinite lives, net (2) 1.1 1.1 Total other intangibles, net $ 1,494.3 $ 1,586.3 (1) Composite intangible assets primarily consist of technology, trade name, New Drug Application approval and physician relationships . The components are not reflected separately or within the corresponding categories because they are inextricably linked. (2) Intangible assets with indefinite lives include trademarks. Balances include foreign currency translation adjustments. As of April 30, 2026, the estimate of future amortization expenses for intangible assets with definite lives is as follows: Fiscal Years: (In millions) Remainder of 2026 $ 93.7 2027 174.8 2028 170.2 2029 166.0 2030 161.6 Thereafter 726.9 Total remaining amortization for intangible assets with definite lives $ 1,493.2 There was no material impairment o …

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Note 5. 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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Accounting Pronouncements Issued But Not Yet Adopted In December 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative guidance on the accounting for government grants including recognition, measurement, and presentation. This ASU is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years with early adoption permitted. The ASU can be applied on a modified prospective basis, modified retrospective basis, or full retrospective basis. We are currently evaluating the impact that the adoption of this guidance will have on our consolidated financial statements and disclosures. In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) , which clarifies the application of derivative accounting to certain contracts. This update introduces a scope exception for contracts that are not exchange-traded and whose underlying is tied to operations or activities specific to one of the parties to the contract. It also clarifies the guidance for share-based noncash consideration from a customer, which is not applicable to us. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted …

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Note 10. Business Segment Information The Company discloses information about its operating segments, which were established based on the way that our Chief Operating Decision Maker (CODM) organizes segments within the Company for making operating decisions and assessing financial performance. Our CODM is our Chief Executive Officer. The Company's two operating segments are described below. CooperVision. Competes in the worldwide contact lens market by developing, manufacturing and marketing a broad range of products for contact lens wearers, featuring advanced materials and optics. CooperSurgical. Competes in the fertility and women's health care market through its diversified portfolio of products and services, including fertility products and services, medical devices, cryostorage (such as cord blood and cord tissue storage) and contraception. The CODM uses operating income (loss), as presented in our financial reports, as the primary measure of segment profitability to assess the performance of the segments and make decisions on resource allocation across segments. The CODM evaluates segment operating income (loss) on a quarterly basis by comparing actual results to forecasted amounts and historical performance. These evaluations, supported by discussions with the leadership team responsible for managing the operations of each reportable segment, are used to assess segment results, monitor operating trends, and support decisions regarding the allocation of resources and c …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Note 8. Stockholders' Equity Analysis of Changes in Accumulated Other Comprehensive Loss: (In millions) Foreign Currency Translation Adjustment Minimum Pension Liability Derivative Instruments Total Balance at October 31, 2024 $ (461.7) $ (4.9) $ 44.9 $ (421.7) Gross change in value 51.0 (28.5) 22.5 Tax effect 6.9 6.9 Balance at April 30, 2025 $ (410.7) $ (4.9) $ 23.3 $ (392.3) Balance at October 31, 2025 $ (426.2) $ 1.7 $ 18.0 $ (406.5) Gross change in value 46.9 (4.8) 42.1 Tax effect 1.2 1.2 Balance at April 30, 2026 $ (379.3) $ 1.7 $ 14.4 $ (363.2) Share Repurchases In September 2025, the authorization under the 2012 Share Repurchase Program was increased to $2.0 billion by the Company's Board of Directors. As of 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. …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing