Edgar Filing: COOPER COMPANIES INC

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For Quarterly Period Ended July 31, 2008

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 1-8597

The Cooper Companies, Inc.

(Exact name of registrant as specified in its charter)


Delaware		94-2657368
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6140 Stoneridge Mall Road, Suite 590, Pleasanton, CA		94588
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (925) 460-3600

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one).


Large accelerated filer x	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company ¨
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ¨ No x

Indicate the number of shares outstanding of each of issuer’s classes of common stock, as of the latest practicable date.


Common Stock, $.10 par value		45,002,632 Shares
Class		Outstanding at August 31, 2008

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

INDEX


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Statements of Income – Three and Nine Months Ended July 31, 2008 and 2007	3

	Consolidated Balance Sheets – July 31, 2008 and October 31, 2007	4

	Consolidated Condensed Statements of Cash Flows - Nine Months Ended July 31, 2008 and 2007	5

	Consolidated Statements of Comprehensive Income - Three and Nine Months Ended July 31, 2008 and 2007	6

	Notes to Consolidated Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	54

Item 4.	Controls and Procedures	54

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	55

Item 1A.	Risk Factors	57

Item 6.	Exhibits	58

Signature		59

Index of Exhibits		60

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Statements of Income

(In thousands, except for earnings per share)

(Unaudited)


	Three Months Ended July 31,					Nine Months Ended July 31,
	2008			2007		2008		2007
Net sales	$	285,884		$	251,862	$	794,367	$	696,817
Cost of sales		130,787			105,938		346,381		294,526

Gross profit		155,097			145,924		447,986		402,291
Selling, general and administrative expense		110,639			104,521		328,048		302,977
Research and development expense		9,030			11,513		26,278		30,581
Restructuring costs		173			2,072		1,521		6,779
Amortization of intangibles		4,211			4,160		12,678		12,003

Operating income		31,044			23,658		79,461		49,951
Interest expense		15,266			11,085		38,441		31,795
Other income, net		1,738			512		1,929		1,340

Income before income taxes		17,516			13,085		42,949		19,496
(Benefit from) provision for income taxes		(363	)		4,905		6,952		6,495

Net income	$	17,879		$	8,180	$	35,997	$	13,001

Basic earnings per share	$	0.40		$	0.18	$	0.80	$	0.29

Diluted earnings per share	$	0.39		$	0.18	$	0.79	$	0.29

Number of shares used to compute earnings per share:
Basic		44,993			44,778		44,974		44,664

Diluted		46,934			47,785		47,477		45,082

See accompanying notes.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands)

(Unaudited)


	July 31, 2008			October 31, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	3,438		$	3,226
Trade accounts receivable, net of allowance for doubtful accounts of $4,966 at July 31, 2008 and $6,194 at October 31, 2007		180,492			164,493
Inventories, net		295,862			267,914
Deferred tax assets		26,284			23,395
Prepaid expenses and other current assets		62,592			58,494

Total current assets		568,668			517,522

Property, plant and equipment, at cost		873,602			797,038
Less: accumulated depreciation and amortization		227,681			192,508

		645,921			604,530

Goodwill		1,286,176			1,289,584
Other intangibles, net		134,879			145,833
Deferred tax assets		22,098			20,015
Other assets		17,784			18,685

	$	2,675,526		$	2,596,169

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	36,894		$	46,514
Accounts payable		66,041			61,377
Employee compensation and benefits		35,841			33,772
Accrued acquisition costs		7,920			10,303
Accrued income taxes		13,178			40,322
Other current liabilities		79,994			94,192

Total current liabilities		239,868			286,480

Long-term debt		890,866			830,116
Deferred tax liability		12,397			10,678
Accrued pension liability and other		35,791			9,408

Total liabilities		1,178,922			1,136,682

Commitments and Contingencies (see Note 12)
Stockholders’ equity:
Preferred stock, 10 cents par value, shares authorized: 1,000; zero shares issued or outstanding		—			—
Common stock, 10 cents par value, shares authorized: 70,000; issued 45,356 at July 31, 2008 and 45,253 at October 31, 2007		4,536			4,525
Additional paid-in capital		1,034,572			1,018,949
Accumulated other comprehensive income		90,153			107,780
Retained earnings		372,762			334,127
Treasury stock at cost: 353 shares at July 31, 2008 and 384 shares at October 31, 2007		(5,419	)		(5,894	)

Stockholders’ equity		1,496,604			1,459,487

	$	2,675,526		$	2,596,169

See accompanying notes.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Cash Flows

(In thousands)

(Unaudited)


	Nine Months Ended July 31,
	2008			2007
Cash flows from operating activities:
Net income	$	35,997		$	13,001
Depreciation and amortization		62,391			55,651
(Increase) decrease in operating capital		(65,810	)		11,783
Other non-cash items		22,943			15,427

Net cash provided by operating activities		55,521			95,862

Cash flows from investing activities:
Purchases of property, plant and equipment		(102,282	)		(128,688	)
Acquisitions of businesses, net of cash acquired, and other		(3,711	)		(77,636	)

Net cash used in investing activities		(105,993	)		(206,324	)

Cash flows from financing activities:
Net (repayments) proceeds of short-term debt		(9,624	)		28,012
Repayments of long-term debt		(667,120	)		(1,005,364	)
Proceeds from long-term debt		725,620			1,093,700
Debt acquisition costs		—			(11,496	)
Dividends on common stock		(2,699	)		(2,681	)
Excess tax benefit from share-based compensation arrangements		1,758			176
Proceeds from exercise of stock options		2,693			7,578

Net cash provided by financing activities		50,628			109,925
Effect of exchange rate changes on cash and cash equivalents		56			374

Net increase (decrease) in cash and cash equivalents		212			(163	)
Cash and cash equivalents - beginning of period		3,226			8,224

Cash and cash equivalents - end of period	$	3,438		$	8,061

See accompanying notes.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)


	Three Months Ended July 31,						Nine Months Ended July 31,
	2008			2007			2008			2007
Net income	$	17,879		$	8,180		$	35,997		$	13,001
Other comprehensive income (loss):
Foreign currency translation adjustment		(2,034	)		6,937			(16,423	)		26,812
Change in value of derivative instruments, net of tax		14,581			(2,908	)		(1,204	)		(3,735	)

Other comprehensive income (loss)		12,547			4,029			(17,627	)		23,077

Comprehensive income	$	30,426		$	12,209		$	18,370		$	36,078

See accompanying notes.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Note 1. General

The Cooper Companies, Inc. (Cooper or the Company) develops, manufactures and markets healthcare products through its two business units:

•

CooperVision (CVI) develops, manufactures and markets a broad range of contact lenses for the worldwide vision care market. Its leading products are disposable and planned replacement lenses.

•

CooperSurgical (CSI) develops, manufactures and markets medical devices, diagnostic products and surgical instruments and accessories used primarily by gynecologists and obstetricians.

The unaudited consolidated condensed financial statements presented in this report contain all adjustments necessary to present fairly Cooper’s consolidated financial position at July 31, 2008 and October 31, 2007, the consolidated results of its operations for the three and nine months ended July 31, 2008 and 2007 and its cash flows for the nine months ended July 31, 2008 and 2007. Most of these adjustments are normal and recurring. However, certain adjustments associated with acquisitions and the related financial arrangements are of a nonrecurring nature.

We use derivatives to reduce market risks associated with changes in foreign exchange and interest rates. We do not use derivatives for trading or speculative purposes. We believe that the counterparties with which we enter into foreign currency forward contracts and interest rate swap agreements are financially sound and that the credit risk of these contracts is negligible. See Note 6. Derivative Instruments.

During interim periods, we follow the accounting policies described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2007. Please refer to this when reviewing this Quarterly Report on Form 10-Q. Certain prior period amounts have been reclassified to conform to the current period’s presentation. Readers should not assume that the results reported here either indicate or guarantee future performance.

We have revised our financial position for goodwill and accumulated other comprehensive income from amounts in our Consolidated Balance Sheet, and foreign currency translation adjustment in our Consolidated Statement of Comprehensive Income, that were reported in our Annual Report on Form 10-K for the fiscal year ended October 31, 2007, and our Quarterly Reports on Form 10-Q for the periods ended January 31, 2008 and April 30, 2008. The revision reflects a fiscal third quarter 2008 cumulative translation adjustment of about $30.0 million that we recorded to adjust goodwill balances recorded in a functional currency different from the underlying acquisition and, therefore, not translated. The related effect is recorded in the cumulative translation adjustment in other comprehensive income.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

Estimates and Critical Accounting Policies

Management estimates and judgments are an integral part of financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP). We believe that the critical accounting policies described in this section address the more significant estimates required of management when preparing our consolidated financial statements in accordance with GAAP. We consider an accounting estimate critical if changes in the estimate may have a material impact on our financial condition or results of operations. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, actual results could differ from the original estimates, requiring adjustment to these balances in future periods.

•

Revenue recognition – We recognize revenue when it is realized or realizable and earned, based on terms of sale with the customer, where persuasive evidence of an agreement exists, delivery has occurred, the seller’s price is fixed and determinable and collectability is reasonably assured. For contact lenses as well as CSI medical devices, diagnostic products and surgical instruments and accessories, this primarily occurs upon product shipment, when risk of ownership transfers to our customers. We believe our revenue recognition policies are appropriate in all circumstances and that our policies are reflective of our customer arrangements. We record, based on historical statistics, estimated reductions to revenue for customer incentive programs offered including cash discounts, promotional and advertising allowances, volume discounts, contractual pricing allowances, rebates and specifically established customer product return programs. While estimates are involved, historically, most of these programs have not been major factors in our business since a high percentage of our revenue is from direct sales to doctors. The Company records taxes collected from customers on a net basis, as these taxes are not included in revenue.

•

Allowance for doubtful accounts – Our reported balance of accounts receivable, net of the allowance for doubtful accounts, represents our estimate of the amount that ultimately will be realized in cash. We review the adequacy of our allowance for doubtful accounts on an ongoing basis, using historical payment trends and the age of the receivables and knowledge of our individual customers. When our analyses indicate, we increase or decrease our allowance accordingly. However, if the financial condition of our customers were to deteriorate, additional allowances may be required. While estimates are involved, bad debts historically have not been a significant factor given the diversity of our customer base, well established historical payment patterns and the fact that patients require satisfaction of healthcare needs in both strong and weak economies.

•

Net realizable value of inventory – In assessing the value of inventories, we must make estimates and judgments regarding aging of inventories and other relevant issues potentially affecting the saleable condition of products and estimated prices at which those products will sell. On an ongoing basis, we review the carrying value of our inventory, measuring number of months on hand and other indications of salability, and reduce the value of inventory if there are indications that the carrying value is greater than market. At the point

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

of the loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. While estimates are involved, historically, obsolescence has not been a significant factor due to long product dating and lengthy product life cycles. We target to keep, on average, about seven months of inventory on hand to maintain high customer service levels given the complexity of our specialty lens product portfolio.

•

Valuation of goodwill – We account for goodwill and evaluate our goodwill balances and test them for impairment in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets (SFAS 142). The SFAS 142 goodwill impairment test is a two-step process. Initially, we compare the book value of net assets to the fair value of each reporting unit that has goodwill assigned to it. If the fair value is determined to be less than the book value, a second step is performed to compute the amount of the impairment. The valuation of each of our reporting units is determined using discounted cash flows, an income valuation approach. A reporting unit is the level of reporting at which goodwill is tested for impairment.

Our reporting units are the same as our business segments – CVI and CSI – reflecting the way that we manage our business. We test goodwill for impairment annually and when an event occurs or circumstances change such that it is reasonably possible that impairment may exist. We performed an impairment test in our fiscal third quarter 2008, and our analysis indicated that we had no impairment of goodwill.

•

Business combinations – We routinely consummate business combinations. We allocate the purchase price of acquisitions based on our estimates and judgments of the fair value of net assets purchased, acquisition costs incurred and intangibles other than goodwill. On individually significant acquisitions, we utilize independent valuation experts to provide a basis in order to refine the purchase price allocation, if appropriate. Results of operations for acquired companies are included in our consolidated results of operations from the date of acquisition.

•

Income taxes – The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for tax losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

As part of the process of preparing our consolidated financial statements, we must estimate our income tax expense for each of the jurisdictions in which we operate. This process requires significant management judgments and involves estimating our current tax exposures in each jurisdiction including the impact, if any, of additional taxes resulting from tax examinations as well as judging the recoverability of deferred tax assets. To the extent recovery of deferred tax assets is not likely based on our estimation of future taxable income in each jurisdiction, a valuation allowance is established. Tax exposures can involve complex issues and may require an extended period to resolve. Frequent changes in tax laws in each jurisdiction complicate future estimates. To determine the quarterly tax rate, we are required to estimate full-year income and the related income tax expense in each jurisdiction. Changes in the geographic mix or estimated level of annual pre-tax income can affect the overall effective tax rate, and such changes could be material.

In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 applies to all tax positions related to income taxes subject to SFAS No. 109, Accounting for Income Taxes (SFAS 109). The Company adopted the provisions of FIN 48 on November 1, 2007. Under FIN 48, the Company recognizes the benefit from a tax position only if it is more likely than not that the position would be sustained upon audit based solely on the technical merits of the tax position. FIN 48 clarifies how the Company measures the income tax benefits from the tax positions that are recognized, provides guidance as to the timing of the derecognition of previously recognized tax benefits and describes the methods for classifying and disclosing the liabilities within the consolidated financial statements for any unrecognized tax benefits. FIN 48 also addresses when the Company should record interest and penalties related to tax positions and how the interest and penalties may be classified within our Consolidated Statement of Income and presented in the Consolidated Balance Sheet. We discuss our adoption of FIN 48 at Note 9. Income Taxes.

•

Share-based compensation – Under the fair value recognition provisions of SFAS No. 123 (revised 2004), Share-Based Payment (SFAS 123R) as interpreted by SEC Staff Accounting Bulletin No. 107, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment, including estimating Cooper’s stock price volatility, employee exercise behavior and employee forfeiture rates.

The expected life of the share-based awards is based on the observed and expected time to post-vesting forfeiture and/or exercise. Groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected volatility is based on implied volatility from publicly-traded options on the Company’s stock at the date of grant, historical implied volatility of the Company’s publicly-traded options, historical volatility and other factors. The risk-free interest rate is based on the continuous rates provided by the U.S. Treasury with a term equal to the expected life of the award. The dividend yield is based on the projected annual dividend payment per share, divided by the stock price at the date of grant.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

As share-based compensation expense recognized in the Consolidated Statement of Income is based on awards ultimately expected to vest, the amount of expense has been reduced for estimated forfeitures. SFAS 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on historical experience. If factors change and the Company employs different assumptions in the application of SFAS 123R, the compensation expense that it records in future periods may differ significantly from what it has recorded in the current period.

New Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (SFAS 158). Effective October 31, 2007, we adopted the balance sheet recognition provision of this standard and accordingly recognized the funded status of the Company’s defined benefit postretirement plan. Effective for fiscal years ending after December 15, 2008, the standard also requires the measurement date for the Company’s defined benefit postretirement plan assets and benefit obligations to coincide with our fiscal year-end. SFAS 158 provides two transition alternatives related to the change in measurement date provisions. We will adopt the measurement date provisions of SFAS 158 on the first day of our fiscal year ending October 31, 2009. We are currently evaluating the impact of the measurement date provision of the standard on our consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161). SFAS 161 amends and expands the disclosure requirements of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), with the intent of providing users of the financial statements with an enhanced understanding of how and why an entity uses derivative instruments, how derivative instruments and related hedge items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedge items affect an entity’s financial position, financial performance and cash flows. SFAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures above fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk related contingent features in derivative agreements. The provisions of this statement are effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the impact of SFAS 161, which is effective for the Company in our fiscal year ending October 31, 2010 and related interim periods, will have on our consolidated financial statements.

In May 2008, the FASB issued FASB Staff Position APB No. 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants. Additionally, this FSP specifies that issuers of such instruments

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company is currently evaluating the impact of FSP APB 14-1, which is effective for the Company in our fiscal year ending October 31, 2010, and related interim periods, will have on our consolidated financial statements.

Note 2. Acquisition and Restructuring Costs

In connection with the Ocular Sciences Inc. (Ocular) acquisition, we are completing our integration plan that is designed to optimize operational synergies of the combined companies. These activities include integrating duplicate facilities and expanding utilization of preferred manufacturing and distribution practices. Integration activities began in January 2005 and were substantially complete in our fiscal third quarter 2008.

Of the approximately $50 million in restructuring costs under this integration plan, exclusive of accrued acquisition related costs, approximately $25 - $30 million is cash related, and are reported as cost of sales or restructuring costs in our Consolidated Statements of Income. In the three- and nine-month periods, we reported $38 thousand and $0.4 million in cost of sales and $0.2 million and $1.5 million in restructuring costs, respectively. The following table summarizes the restructuring costs incurred under this integration plan through July 31, 2008.


	Plant Shutdown		Severance		Asset Impairments		Other		Total
	(In millions)
Restructuring costs incurred through October 31, 2007	$	9.5	$	8.2	$	9.3	$	20.2	$	47.2
For the nine-month period ended July 31, 2008		0.6		0.9		—		0.4		1.9

	$	10.1	$	9.1	$	9.3	$	20.6	$	49.1

Restructuring costs reported in our Consolidated Statements of Income also include costs related to less significant restructuring activities within our consolidated organization.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

Accrued Acquisition Costs

When acquisitions are recorded, we accrue for the estimated direct costs in accordance with applicable accounting guidance including Emerging Issues Task Force (EITF) Issue No. 95-3, Recognition of Liabilities in Connection with a Purchase Business Combination, of severance and plant/office closure costs of the acquired business. These estimated costs are based on management’s assessment of planned exit activities. In addition, we also accrue for costs directly associated with acquisitions, including legal, consulting, deferred payments and due diligence. There were no adjustments of accrued acquisition costs included in the determination of net income for the reported periods.

Below is a summary of activity related to accrued acquisition costs for the nine months ended July 31, 2008.


Description	Balance October 31, 2007		Additions		Payments		Balance July 31, 2008
	(In thousands)
Plant shutdown	$	2,096	$	—	$	152	$	1,944
Severance		3,751		—		851		2,900
Legal and consulting		3,192		—		309		2,883
Other		1,264		—		1,071		193

	$	10,303	$	—	$	2,383	$	7,920

Note 3. Inventories, Net


	July 31, 2008		October 31, 2007
	(In thousands)
Raw materials	$	50,719	$	37,754
Work-in-process		10,245		11,044
Finished goods		234,898		219,116

	$	295,862	$	267,914

Inventories are stated at the lower of cost or market. Cost is computed using standard cost that approximates actual cost, on a first-in, first-out basis.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

Note 4. Intangible Assets

Goodwill


	CVI			CSI			Total
	(In thousands)
Balance as of October 31, 2007	$	1,081,291		$	208,293		$	1,289,584
Additions (reductions) during the nine-month period ended July 31, 2008		560			(542	)		18
Translation and other		(3,501	)		75			(3,426	)

Balance as of July 31, 2008	$	1,078,350		$	207,826		$	1,286,176

Other Intangible Assets


	As of July 31, 2008				As of October 31, 2007
	Gross Carrying Amount		Accumulated Amortization & Translation		Gross Carrying Amount		Accumulated Amortization & Translation
	(In thousands)
Trademarks	$	2,907	$	743	$	2,907	$	507
Technology		90,610		34,087		90,064		27,849
Shelf space and market share		87,177		21,109		86,386		15,758
License and distribution rights and other		17,099		6,975		16,713		6,123

		197,793	$	62,914		196,070	$	50,237

Less accumulated amortization and translation		62,914				50,237

Other intangible assets, net	$	134,879			$	145,833

We estimate that amortization expense will be about $16.1 million per year in the five-year period ending October 31, 2012.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

Note 5. Debt


	July 31, 2008		October 31, 2007
	(In thousands)
Short-term:
Overdraft and other credit facilities	$	36,894	$	46,514

Long-term:
Convertible senior debentures, net of discount of $2,252 at October 31, 2007	$	—	$	112,748
Senior unsecured revolving line of credit		540,500		367,000
7.125% senior notes		350,000		350,000
Other		366		368

	$	890,866	$	830,116

On July 1, 2008, we repurchased all $115 million in aggregate principal amount of our 2.625% Convertible Senior Debentures due 2023 (Securities) pursuant to the terms of the indenture for the Securities. The terms of the indenture included a put option that entitled each holder of the Securities to require the Company to repurchase all or any part of such holder’s Securities at a price equal to $1,000 in cash per $1,000 of principal amount of Securities plus accrued and unpaid interest. The Company accepted all of these Securities for repurchase, and therefore no Securities remain outstanding. The Company paid the aggregate repurchase price from borrowings under its $650 million revolving line of credit. On July 1, 2008, we also wrote off about $3.0 million of unamortized costs related to the Securities.

Note 6. Derivative Instruments

We operate multiple foreign subsidiaries that manufacture and/or sell our products worldwide. As a result, our earnings, cash flows and financial position are exposed to foreign currency risk from foreign currency denominated receivables and payables, sales transactions, capital expenditures and net investment in certain foreign operations. Our policy is to minimize transaction remeasurement and specified economic exposures with derivative instruments such as foreign currency forward contracts and cross currency swaps. The gains and losses on these derivatives are intended to at least partially offset the transaction gains and losses recognized in earnings. We do not enter into derivatives for speculative purposes. Under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), all derivatives are recorded on the balance sheet at fair value. Changes in the fair value of derivatives that do not qualify, or are not effective as hedges, must be recognized currently in earnings.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

Cash Flow Hedging

In May 2008, the Company entered into approximately $307 million of foreign currency forward contracts. Approximately $296 million in contracts with maturities of up to thirteen months serve to reduce foreign currency exposure related to forecasted foreign currency denominated purchases and sales of product in fiscal 2009. Approximately $11 million in contracts with maturities of up to seven months serve to reduce foreign currency exposure related to forecasted foreign currency denominated purchases and sales of product in fiscal 2008. The derivatives are accounted for as cash flow hedges under SFAS 133 and are expected to be effective throughout the life of the hedges. An immaterial amount of ineffectiveness was recorded during the Company’s fiscal third quarter 2008.

In March 2008, the Company entered into approximately $15.9 million of foreign currency forward contracts with maturities of up to eight months to reduce foreign currency fluctuations related to forecasted foreign currency denominated purchases and sales of product. No ineffectiveness was recorded during the Company’s fiscal third quarter 2008.

In January 2008, the Company entered into approximately $142 million of foreign currency forward contracts with maturities of up to ten months to reduce foreign currency fluctuations related to forecasted foreign currency denominated purchases and sales of product. The derivatives are accounted for as cash flow hedges under SFAS 133 and are expected to be effective throughout the life of the hedges. No ineffectiveness was recorded during the Company’s fiscal third quarter 2008.

Balance Sheet Hedges

We manage the foreign currency risk associated with non-functional currency assets and liabilities using foreign exchange forward contracts with maturities of less than 24 months and cross currency swaps with maturities of up to 36 months. The change in fair value of these derivatives is recognized in other income or expense and is intended to offset the remeasurement gains and losses associated with the non-functional currency assets and liabilities. In January 2008, the Company entered into approximately $57 million of foreign currency forward contracts to reduce foreign currency fluctuation related to the balance sheet translation of certain intercompany balances.

Interest Rate Swaps

On January 31, 2007, the Company refinanced its syndicated bank credit facility with a $650 million syndicated Senior Unsecured Revolving Line of Credit and $350 million aggregate principal amount of 7.125% Senior Notes. As part of this debt structure, the Company entered into five interest rate swaps, which hedge variable interest payments related to the Company’s $650 million credit facility by exchanging variable rate interest risk for a fixed interest rate. The Company has qualified and designated these swaps under SFAS 133 as cash flow hedges, and records the offset of the cumulative fair market value, net of tax effect to accumulated other comprehensive income (OCI) in our Consolidated Balance Sheet.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

Effectiveness testing of the hedge relationships and measurement to quantify ineffectiveness is performed at a minimum each fiscal quarter using the hypothetical derivative method. The swaps have been and are expected to remain highly effective for the life of the hedges. Effective amounts are reclassified to interest expense as the related hedged expense is incurred. No material ineffectiveness was recognized on the five outstanding interest rate swaps during the current fiscal year. As of July 31, 2008, the fair value of the five outstanding swaps, approximately $8.1 million, was recorded as a liability and the effective offset, net of tax was recorded in OCI in our Consolidated Balance Sheet.

Note 7. Earnings Per Share


	Three Months Ended July 31,				Nine Months Ended July 31,
	2008		2007		2008		2007
	(In thousands, except for per share amounts)
Net income	$	17,879	$	8,180	$	35,997	$	13,001
Add interest charge applicable to convertible debt, net of tax		348		523		1,394		—

Income for calculating diluted earnings per share	$	18,227	$	8,703	$	37,391	$	13,001

Basic:
Weighted average common shares		44,993		44,778		44,974		44,664

Basic earnings per common share	$	0.40	$	0.18	$	0.80	$	0.29

Diluted:
Weighted average common shares		44,993		44,778		44,974		44,664
Effect of dilutive stock options		196		417		196		418
Shares applicable to convertible debt		1,745		2,590		2,307		—

Diluted weighted average common shares		46,934		47,785		47,477		45,082

Diluted earnings per common share	$	0.39	$	0.18	$	0.79	$	0.29

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

The following table sets forth stock options to purchase Cooper’s common stock, restricted stock units and common shares applicable to convertible debt that are not included in the diluted net income per share calculation because to do so would be antidilutive for the periods presented:


	Three Months Ended July 31,				Nine Months Ended July 31,
	2008		2007		2008		2007
Numbers of stock option shares excluded		4,045,208		3,159,533		4,045,208		3,187,533

Range of exercise prices	$	37.90-$80.51	$	53.52-$80.51	$	37.90-$80.51	$	52.40-$80.51

Number of restricted stock units excluded		—		—		261,425		—

Number of common shares applicable to convertible debt excluded		—		—		—		2,590,090

Note 8. Share-Based Compensation Plans

The Company has several share-based compensation plans that are described in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2007. The compensation and related income tax benefit recognized in the Company’s consolidated financial statements for stock options, restricted stock awards and restricted stock units were as follows:


	Three Months Ended July 31,				Nine Months Ended July 31,
	2008		2007		2008			2007
	(In millions)
Selling, general and administrative expense	$	3.0	$	3.4	$	10.0		$	12.8
Cost of sales		0.2		0.5		1.0			1.1
Research and development expense		—		0.2		(0.2	)		0.6
Restructuring costs		—		—		—			0.8
Capitalized in inventory		0.2		0.5		1.0			1.5

Total compensation expense	$	3.4	$	4.6	$	11.8		$	16.8

Related income tax benefit	$	0.8	$	0.9	$	3.1		$	4.0

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

The status of the Company’s stock option plans at July 31, 2008, is summarized below:


	Number of Shares		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at October 31, 2007	5,199,534		$	53.06
Granted	206,800		$	39.82
Exercised	(116,000	)	$	23.21
Forfeited or expired	(364,025	)	$	60.37

Outstanding at July 31, 2008	4,926,309		$	52.67	5.27	—

Vested and exercisable at July 31, 2008	2,058,594		$	43.61	4.11	—

The weighted-average fair value of each option granted during the nine months ended July 31, 2008, estimated as of the grant date using the Black-Scholes option pricing model, for the 2007 LTIP was $12.43. No options were granted during the three months ended July 31, 2008. For the 2006 Directors Plan, the weighted-average fair value of options granted for the nine months ended July 31, 2008, was $14.23. No options were granted during the three months ended July 31, 2008. As of July 31, 2008, there was $17.2 million of total unrecognized compensation cost related to nonvested options, which is expected to be recognized over a remaining weighted-average vesting period of 2.1 years.

The fair value of each option award granted during the three months ended July 31, 2007 and the nine months ended July 31, 2008 and 2007 was estimated on the date of grant using the Black-Scholes option valuation model and weighted-average assumptions in the following table. No options were granted during the three months ended July 31, 2008.


	Three Months Ended July 31,			Nine Months Ended July 31,
	2008	2007		2008		2007
Expected life	—	2.8 yrs.		3.2 to 5.16 yrs.		2.71 to 5.16 yrs.
Expected volatility	—	30.4	%	29.1	%	29.3% to 30.4	%
Risk-free interest rate	—	4.73	%	3.99% to 4.37	%	4.47% to 4.83	%
Dividend yield	—	0.09	%	0.10	%	0.09% to 0.117	%

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

The status of the Company’s non-vested restricted stock units (RSUs) at July 31, 2008, is summarized below:


	Number of Shares		Weighted- Average Grant Date Fair Value Per Share
Non-vested RSUs at October 31, 2007	167,700		$	42.65
Granted	100,850		$	31.93
Forfeited or expired	(7,125	)	$	42.65

Non-vested RSUs at July 31, 2008	261,425

As of July 31, 2008, there was $8.5 million of total unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a remaining weighted-average requisite service period of 2.2 years.

Note 9. Income Taxes

Cooper’s effective tax rate (ETR) (provision for income taxes divided by pretax income) for the first nine months of fiscal 2008 was 16.2 percent. GAAP requires that the projected fiscal year ETR, plus any discrete items, be included in the year-to-date results. The ETR used to record the provision for income taxes for the nine-month period ended July 31, 2007, was 33.3 percent.

The Company adopted the provisions of FIN 48 on November 1, 2007. Under FIN 48, the Company recognizes the benefit from a tax position only if it is more likely than not that the position would be sustained upon audit based solely on the technical merits of the tax position. As a result, the Company reduced its net liability for unrecognized tax benefits by $5.3 million, which was accounted for as an increase to retained earnings. As of the adoption date, the Company had total gross unrecognized tax benefits of $18.9 million. If recognized, $16.5 million of unrecognized tax benefits would impact the Company’s effective tax rate. For the nine-month period ended July 31, 2008, there were no material changes to the total amount of unrecognized tax benefits. The Company historically classified unrecognized tax benefits in current taxes payable. As a result of our adoption of FIN 48, unrecognized tax benefits were reclassified to long-term income taxes payable.

Interest and penalties of $1.75 million have been reflected as a component of the total liability as of the date of adoption of FIN 48. It is the Company’s policy to recognize as additional income tax expense, the items of interest and penalties directly related to income taxes.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

Included in the balance of unrecognized tax benefits at November 1, 2007, is $0.6 million to $1.4 million related to tax positions for which it is reasonably possible that the total amounts could significantly change during the next twelve months. This amount represents a decrease in unrecognized tax benefits comprised of items related to transfer pricing in various jurisdictions, state net operating losses and expiring statutes in various jurisdictions worldwide.

As of July 31, 2008, the tax years for which the Company remains subject to U.S. Federal income tax assessment upon examination are 2005 through 2007. The Company remains subject to income tax examinations in other major tax jurisdictions including the United Kingdom and Australia for the tax years 2004 through 2007.

Note 10. Employee Benefits

Cooper’s Retirement Income Plan (Plan) covers substantially all full-time United States employees. Cooper’s contributions are designed to fund normal cost on a current basis and to fund over 30 years the estimated prior service cost of benefit improvements (5 years for annual gains and losses). The unit credit actuarial cost method is used to determine the annual cost. Cooper pays the entire cost of the Plan and funds such costs as they accrue. Virtually all of the assets of the Plan continue to be comprised of equity and fixed income funds.

In October 2007, we adopted the funded status provision of SFAS 158, which requires that we recognize the overfunded or underfunded status of our defined benefit postretirement plan as an asset or liability on our October 31, 2007 Consolidated Balance Sheet. Subsequent changes in the funded status are recognized through comprehensive income in the year in which they occur. SFAS 158 also requires that for fiscal years ending after December 15, 2008, our assumptions used to measure our annual pension expenses be determined as of the balance sheet date and all plan assets and liabilities be reported as of that date. For fiscal years ending October 31, 2007 and prior, the Company’s defined benefit postretirement plan used an August 31 measurement date, and all plan assets and obligations were generally reported as of that date.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

Cooper’s results of operations for the three and nine months ended July 31, 2008 and 2007 reflect the following pension costs.


	Three Months Ended July 31,						Nine Months Ended July 31,
	2008			2007			2008			2007
	(In thousands)
Components of net periodic pension cost:
Service cost	$	751		$	714		$	2,252		$	2,143
Interest cost		509			453			1,527			1,359
Expected returns on assets		(594	)		(458	)		(1,781	)		(1,374	)
Amortization of prior service cost		7			7			22			22
Amortization of transition obligation		7			7			20			20
Recognized net actuarial loss		—			43			—			128

Net periodic pension cost	$	680		$	766		$	2,040		$	2,298

No pension contributions have been made during fiscal 2008. We contributed $4.5 million to the Plan in our fiscal third quarter 2007.

Note 11. Cash Dividends

We paid a semiannual dividend of approximately $1.3 million or 3 cents per share on January 4, 2008, to stockholders of record on December 14, 2007. We paid another semiannual dividend of approximately $1.4 million or 3 cents per share on July 3, 2008, to stockholders of record on June 13, 2008.

Note 12. Contingencies

Legal Proceedings

In re The Cooper Cos., Inc., Securities Litigation

On February 15, 2006, Alvin L. Levine filed a putative securities class action lawsuit in the United States District Court for the Central District of California, Case No. SACV-06-169 CJC, against the Company, A. Thomas Bender, its Chairman of the Board and a director, Robert S. Weiss, its Chief Executive Officer and a director, and John D. Fruth, a former director. On May 19, 2006, the Court consolidated this action and two related actions under the heading In re Cooper Companies, Inc. Securities Litigation and selected a lead plaintiff and lead counsel pursuant to the provisions of the Private Securities Litigation Reform Act of 1995, 15 U.S.C. § 78u-4.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

In addition to the Company, Messrs. Bender, Weiss, and Fruth, the consolidated complaint named as defendants several of the Company’s other current officers and directors and former officers. On July 13, 2007, the Court granted Cooper’s motion to dismiss the consolidated complaint and granted the lead plaintiff leave to amend to attempt to state a valid claim.

On August 9, 2007, the lead plaintiff filed an amended consolidated complaint. In addition to the Company, the amended consolidated complaint names as defendants Messrs. Bender, Weiss, Fruth, Steven M. Neil, the Company’s former Executive Vice President and Chief Financial Officer, and Gregory A. Fryling, CooperVision’s former President and Chief Operating Officer.

The amended consolidated complaint purports to allege violations of Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934 by, among other things, contending that the defendants made misstatements concerning the Biomedics^® product line, sales force integration following the merger with Ocular, the impact of silicone hydrogel lenses and financial projections. The amended consolidated complaint also alleges that the Company improperly accounted for assets acquired in the Ocular merger by improperly allocating $100 million of acquired customer relationships and manufacturing technology to goodwill (which is not amortized against earnings) instead of to intangible assets other than goodwill (which are amortized against earnings), that the Company lacked appropriate internal controls and issued false and misleading Sarbanes-Oxley Act certifications.

On October 23, 2007, the Court granted in-part and denied in-part Cooper and the individual defendants’ motion to dismiss. The Court dismissed the claims relating to the Sarbanes-Oxley Act certifications and the Company’s accounting of assets acquired in the Ocular merger. The Court denied the motion as to the claims related to alleged false statements concerning the Biomedics product line, sales force integration, the impact of silicone hydrogel lenses and the Company’s financial projections. On November 28, 2007, the Court dismissed all claims against Mr. Fruth. On December 3, 2007, the Company and Messrs. Bender, Weiss, Neil and Fryling answered the amended consolidated complaint. On April 8, 2008, the Court granted a motion by Mr. Neil for judgment on the pleadings as to him. Discovery has commenced. The Company intends to defend this matter vigorously.

In re Cooper Companies, Inc. Derivative Litigation

On March 17, 2006, Eben Brice filed a purported shareholder derivative complaint in the United States District Court for the Central District of California, Case No. 8:06-CV-00300-CJC-RNB, against several current and former officers and directors of the Company. The Company is named as a “nominal defendant.” Since the filing of the first purported shareholder derivative lawsuit, three similar purported shareholder derivative suits were filed in the United States District Court for the Central District of California. All four actions have been consolidated under the heading In re Cooper Companies, Inc. Derivative Litigation and the Court selected a lead plaintiff and lead counsel.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

On September 11, 2006, plaintiffs filed a consolidated amended complaint. The consolidated amended complaint names as defendants Messrs. Bender, Weiss, Fruth and Fryling. It also names as defendants current directors Michael Kalkstein, Moses Marx, Steven Rosenberg, Stanley Zinberg, Allan Rubenstein, and one former director. The Company is a nominal defendant. The complaint purports to allege causes of action for breach of fiduciary duty, insider trading, breach of contract, and unjust enrichment, and largely repeats the allegations in the class action securities case, described above. Under the existing scheduling order, the Company has until November 17, 2008, to respond to the consolidated amended complaint.

In addition to the derivative action pending in federal court, three similar purported shareholder actions were filed in the Superior Court for the State of California for the County of Alameda. These actions have been consolidated under the heading In re Cooper Companies, Inc. Shareholder Derivative Litigation, Case Nos. RG06260748. A consolidated amended complaint was filed on September 18, 2006. The consolidated amended complaint names as defendants the same individuals that are the defendants in the federal derivative action. In addition, the complaint names Mr. Fryling, current officers Carol R. Kaufman, John J. Calcagno, Paul L. Remmell, Jeffrey Allan McLean, and Nicholas J. Pichotta and a former officer. The Company is a nominal defendant. On November 29, 2006, the Superior Court for the County of Alameda entered an order staying the consolidated action pending the resolution of the federal derivative action.

Both the state and federal derivative actions are derivative in nature and do not seek damages from the Company.

Bausch & Lomb Incorporated Litigation

On October 5, 2004, Bausch & Lomb Incorporated (Bausch & Lomb) filed a lawsuit against Ocular Sciences, Inc. in the U.S. District Court for the Western District of New York alleging that its Biomedics toric soft contact lens and its private label equivalents infringe Bausch & Lomb’s U.S. Patent No. 6,113,236 relating to toric contact lenses having optimized thickness profiles. The complaint seeks an award of damages, including multiple damages, attorneys’ fees and costs and an injunction preventing the alleged infringement. The parties have filed claim construction briefs for the court to consider for its Markman order, and fact discovery substantially concluded during the first quarter of fiscal 2006. No trial date has been set. Based on our review of the complaint and the patent, as well as other relevant information obtained in discovery, the Company believes this lawsuit is without merit and plans to continue to pursue a vigorous defense.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

Note 13. Financial Information for Guarantor and Non-Guarantor Subsidiaries

On January 31, 2007, the Company issued $350 million aggregate principal amount of 7.125% Senior Notes due 2015 (Senior Notes). The Senior Notes are guaranteed by certain of our direct and indirect subsidiaries. The Senior Notes represent our general unsecured obligations; senior in right of payment to all of our existing and any future subordinated indebtedness; pari passu in right of payment with all of our existing and any future unsecured indebtedness that is not by its terms expressly subordinated to the Senior Notes; effectively junior in right of payment to our existing and future secured indebtedness to the extent of the value of the collateral securing that indebtedness; unconditionally guaranteed by all of our existing and future domestic subsidiaries, other than any excluded domestic subsidiaries; and structurally subordinated to indebtedness of our subsidiaries that are not subsidiary guarantors.

Presented below are the Consolidating Condensed Statements of Operations for the three and nine months ended July 31, 2008 and 2007, the Consolidating Condensed Balance Sheets as of July 31, 2008 and October 31, 2007 and the Consolidating Condensed Statements of Cash Flows for the nine months ended July 31, 2008 and 2007 for The Cooper Companies, Inc. (Parent Company), the guarantor subsidiaries (Guarantor Subsidiaries) and the subsidiaries that are not guarantors (Non-Guarantor Subsidiaries).

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

Consolidating Condensed Statements of Operations


	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries			Consolidated Total
	(In thousands)
Three Months Ended July 31, 2008
Net sales	$	—		$	135,671		$	185,749		$	(35,536	)	$	285,884
Cost of sales		—			62,649			114,005			(45,867	)		130,787

Gross profit		—			73,022			71,744			10,331			155,097

Operating expenses		6,649			50,730			66,674			—			124,053

Operating income (loss)		(6,649	)		22,292			5,070			10,331			31,044
Interest expense		14,905			—			361			—			15,266
Other income (expense), net		8,972			(6,746	)		(488	)		—			1,738

Income (loss) before income taxes		(12,582	)		15,546			4,221			10,331			17,516
Provision for (benefit from) income taxes		(5,632	)		4,426			843			—			(363	)

Net income (loss)	$	(6,950	)	$	11,120		$	3,378		$	10,331		$	17,879


	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries			Consolidated Total
	(In thousands)
Nine Months Ended July 31, 2008
Net sales	$	—		$	374,077		$	528,877		$	(108,587	)	$	794,367
Cost of sales		—			170,491			283,785			(107,895	)		346,381

Gross profit		—			203,586			245,092			(692	)		447,986

Operating expenses		21,804			149,918			196,803			—			368,525

Operating income (loss)		(21,804	)		53,668			48,289			(692	)		79,461
Interest expense		37,331			—			1,110			—			38,441
Other income (expense), net		20,842			(12,347	)		(6,566	)		—			1,929

Income (loss) before income taxes		(38,293	)		41,321			40,613			(692	)		42,949
Provision for (benefit from) income taxes		(19,498	)		18,487			7,963			—			6,952

Net income (loss)	$	(18,795	)	$	22,834		$	32,650		$	(692	)	$	35,997

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

Consolidating Condensed Statements of Operations


	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries			Consolidated Total
	(In thousands)
Three Months Ended July 31, 2007
Net sales	$	—		$	122,160		$	170,438		$	(40,736	)	$	251,862
Cost of sales		—			56,277			105,421			(55,760	)		105,938

Gross profit		—			65,883			65,017			15,024			145,924

Operating expenses		7,502			55,603			59,543			(382	)		122,266

Operating income (loss)		(7,502	)		10,280			5,474			15,406			23,658
Interest expense		11,085			—			—			—			11,085
Other income (expense), net		12,289			(8,172	)		(3,605	)		—			512

Income (loss) before income taxes		(6,298	)		2,108			1,869			15,406			13,085
Provision for (benefit from) income taxes		(1,584	)		(576	)		7,065			—			4,905

Net income (loss)	$	(4,714	)	$	2,684		$	(5,196	)	$	15,406		$	8,180


	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries			Consolidated Total
	(In thousands)
Nine Months Ended July 31, 2007
Net sales	$	—		$	343,998		$	404,786		$	(51,967	)	$	696,817
Cost of sales		—			155,008			206,025			(66,507	)		294,526

Gross profit		—			188,990			198,761			14,540			402,291

Operating expenses		24,942			158,416			170,099			(1,117	)		352,340

Operating income (loss)		(24,942	)		30,574			28,662			15,657			49,951
Interest expense		31,795			—			—			—			31,795
Other income (expense), net		37,443			(24,055	)		(12,048	)		—			1,340

Income (loss) before income taxes		(19,294	)		6,519			16,614			15,657			19,496
Provision for (benefit from) income taxes		(7,902	)		2,126			12,271			—			6,495

Net income (loss)	$	(11,392	)	$	4,393		$	4,343		$	15,657		$	13,001

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

Consolidating Condensed Balance Sheets


	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Entries			Consolidated Total
	(In thousands)
July 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	129		$	156		$	3,153	$	—		$	3,438
Trade receivables, net		—			68,494			111,998		—			180,492
Inventories, net		—			152,074			194,957		(51,169	)		295,862
Deferred tax assets		1,065			21,381			3,838		—			26,284
Other current assets		2,274			16,149			44,169		—			62,592

Total current assets		3,468			258,254			358,115		(51,169	)		568,668

Property, plant and equipment, net		1,653			94,900			549,368		—			645,921
Goodwill		116			669,135			616,925		—			1,286,176
Other intangibles, net		—			80,467			54,412		—			134,879
Deferred tax assets		54,280			(34,217	)		2,035		—			22,098
Other assets		1,684,903			817			8,573		(1,676,509	)		17,784

	$	1,744,420		$	1,069,356		$	1,589,428	$	(1,727,678	)	$	2,675,526

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	—		$	671		$	36,223	$	—		$	36,894
Other current liabilities		1,658			67,935			133,381		—			202,974

Total current liabilities		1,658			68,606			169,604		—			239,868

Long-term debt		890,500			—			366		—			890,866
Deferred tax liabilities		—			1			12,396		—			12,397
Intercompany and other liabilities		(113,158	)		(142,534	)		291,483		—			35,791

Total liabilities		779,000			(73,927	)		473,849		—			1,178,922

Stockholders’ equity		965,420			1,143,283			1,115,579		(1,727,678	)		1,496,604

	$	1,744,420		$	1,069,356		$	1,589,428	$	(1,727,678	)	$	2,675,526

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

Consolidating Condensed Balance Sheets


	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Consolidating Entries			Consolidated Total
	(In thousands)
October 31, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	83		$	489		$	2,654	$	—		$	3,226
Trade receivables, net		—			68,193			96,300		—			164,493
Inventories, net		—			92,433			226,077		(50,596	)		267,914
Deferred tax assets		1,601			17,178			4,616		—			23,395
Other current assets		3,748			15,529			39,217		—			58,494

Total current assets		5,432			193,822			368,864		(50,596	)		517,522

Property, plant and equipment, net		783			92,343			511,404		—			604,530
Goodwill		116			668,648			620,820		—			1,289,584
Other intangibles, net		—			87,913			57,920		—			145,833
Deferred tax assets		17,950			—			2,065		—			20,015
Other assets		1,687,194			1,489			6,510		(1,676,508	)		18,685

	$	1,711,475		$	1,044,215		$	1,567,583	$	(1,727,104	)	$	2,596,169

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	—		$	561		$	45,953	$	—		$	46,514
Other current liabilities		24,885			76,810			138,271		—			239,966

Total current liabilities		24,885			77,371			184,224		—			286,480

Long-term debt		829,748			—			368		—			830,116
Deferred tax liabilities		(33,845	)		33,846			10,677		—			10,678
Intercompany and other liabilities		(93,384	)		(176,257	)		279,049		—			9,408

Total liabilities		727,404			(65,040	)		474,318		—			1,136,682

Stockholders’ equity		984,071			1,109,255			1,093,265		(1,727,104	)		1,459,487

	$	1,711,475		$	1,044,215		$	1,567,583	$	(1,727,104	)	$	2,596,169

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

Consolidating Condensed Statements of Cash Flows


	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries			Consolidated Total
	(In thousands)
Nine Months Ended July 31, 2008
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	(28,852	)	$	(660	)	$	85,033		$	—		$	55,521

Cash flows from investing activities:
Purchases of property, plant and equipment		(60	)		(17,180	)		(85,042	)		—			(102,282	)
Acquisitions of businesses, net of cash acquired		(101	)		(1,628	)		(1,982	)		—			(3,711	)
Intercompany (investment in subsidiaries)		(31,193	)		—			—			31,193			—

Net cash (used in) provided by investing activities		(31,354	)		(18,808	)		(87,024	)		31,193			(105,993	)

Cash flows from financing activities:
Net (repayments) proceeds of short-term debt		—			110			(9,734	)		—			(9,624	)
Intercompany proceeds (repayments)		—			19,025			12,168			(31,193	)		—
Net proceeds of long-term debt		58,500			—			—			—			58,500
Dividends on common stock		(2,699	)		—			—			—			(2,699	)
Excess tax benefit from share-based compensation arrangements		1,758			—			—			—			1,758
Proceeds from exercise of stock options		2,693			—			—			—			2,693

Net cash provided by (used in) financing activities		60,252			19,135			2,434			(31,193	)		50,628
Effect of exchange rate changes on cash and cash equivalents		—			—			56			—			56

Net increase (decrease) in cash and cash equivalents		46			(333	)		499			—			212
Cash and cash equivalents at the beginning of the period		83			489			2,654			—			3,226

Cash and cash equivalents at the end of the period	$	129		$	156		$	3,153		$	—		$	3,438

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

Consolidating Condensed Statements of Cash Flows


	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Entries			Consolidated Total
	(In thousands)
Nine Months Ended July 31, 2007
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	(11,071	)	$	78,325		$	28,608		$	—		$	95,862

Cash flows from investing activities:
Purchases of property, plant and equipment		(169	)		(17,279	)		(111,240	)		—			(128,688	)
Acquisitions of businesses, net of cash acquired		(470	)		(71,231	)		(5,935	)		—			(77,636	)
Intercompany (investment in subsidiaries)		(75,305	)		—			—			75,305			—

Net cash used in investing activities		(75,944	)		(88,510	)		(117,175	)		75,305			(206,324	)

Cash flows from financing activities:
Net proceeds (repayments) of short-term debt		3,837			(2,354	)		26,529			—			28,012
Intercompany proceeds (repayments)		—			13,977			61,328			(75,305	)		—
Net proceeds (repayments) of long-term debt		89,200			(780	)		(84	)		—			88,336
Debt acquisition costs		(11,496	)		—			—			—			(11,496	)
Dividends on common stock		(2,681	)		—			—			—			(2,681	)
Excess tax benefit from share-based compensation arrangements		176			—			—			—			176
Proceeds from exercise of stock options		7,578			—			—			—			7,578

Net cash provided by financing activities		86,614			10,843			87,773			(75,305	)		109,925

Effect of exchange rate changes on cash and cash equivalents		—			—			374			—			374

Net increase (decrease) in cash and cash equivalents		(401	)		658			(420	)		—			(163	)
Cash and cash equivalents at the beginning of the period		401			(307	)		8,130			—			8,224

Cash and cash equivalents at the end of the period	$	—		$	351		$	7,710		$	—		$	8,061

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Continued

(Unaudited)

Note 14. Business Segment Information

Cooper uses operating income, as presented in our financial reports, as the primary measure of segment profitability. We do not allocate costs from corporate functions to segment operating income. Items below operating income are not considered when measuring the profitability of a segment. We use the same accounting policies to generate segment results as we do for our consolidated results.

Identifiable assets are those used in continuing operations except cash and cash equivalents, which we include as corporate assets. Long-lived assets are property, plant and equipment.

Segment information:


	Three Months Ended July 31,						Nine Months Ended July 31,
	2008			2007			2008			2007
	(In thousands)
Net sales to external customers:
CooperVision net sales:
Spherical soft lens	$	142,192		$	121,319		$	394,515		$	333,765
Toric soft lens		83,398			74,195			227,235			205,407
Multifocal and other eye care products		17,595			16,496			49,004			44,619

Total CooperVision net sales		243,185			212,010			670,754			583,791
CooperSurgical net sales		42,699			39,852			123,613			113,026

Total net sales to external customers	$	285,884		$	251,862		$	794,367		$	696,817

Operating income (loss):
CVI	$	29,251		$	27,811		$	78,298		$	63,346
CSI		8,442			3,349			22,967			11,547
Headquarters		(6,649	)		(7,502	)		(21,804	)		(24,942	)

Total operating income		31,044			23,658			79,461			49,951
Interest expense		15,266			11,085			38,441			31,795
Other income, net		1,738			512			1,929			1,340

Income before income taxes	$	17,516		$	13,085		$	42,949		$	19,496

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements, Concluded

(Unaudited)


	July 31, 2008		October 31, 2007
	(In thousands)
Identifiable assets:
CVI	$	2,302,986	$	2,230,400
CSI		314,156		310,482
Headquarters		58,384		55,287

Total	$	2,675,526	$	2,596,169

Geographic information:


	Three Months Ended July 31,				Nine Months Ended July 31,
	2008		2007		2008		2007
	(In thousands)
Net sales to external customers by country of domicile:
United States	$	134,572	$	121,032	$	371,749	$	339,591
Europe		95,440		82,321		263,099		223,821
Rest of world		55,872		48,509		159,519		133,405

Total	$	285,884	$	251,862	$	794,367	$	696,817


	July 31, 2008		October 31, 2007
	(In thousands)
Long-lived assets by country of domicile:
United States	$	356,873	$	297,824
Europe		279,810		298,296
Rest of world		9,238		8,410

Total	$	645,921	$	604,530

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Note numbers refer to “Notes to Consolidated Condensed Financial Statements” in Item 1. Financial Statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” as defined by 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. In addition, all statements regarding anticipated growth in our revenue, anticipated market conditions, planned product launches and expected results of operations and integration of any acquisition are forward-looking. To identify these statements look for words like “believes,” “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:

•

Failures to launch, or significant delays in introducing, new products, or limitations on sales following introduction due to manufacturing constraints or poor market acceptance.

•

Failures to receive or delays in receiving U.S. or foreign regulatory approvals for products.

•

Compliance costs and potential liability in connection with U.S. and foreign healthcare regulations, including product recalls, and potential losses resulting from sales of counterfeit and other infringing products.

•

The success of research and development activities and other start-up projects.

•

New competitors, product innovations or technologies.

•

Failure to develop new manufacturing processes, or delays in implementation of such processes.

•

A major disruption in the operations of our manufacturing, research and development or distribution facilities, due to technological problems, natural disasters or other causes.

•

Disruptions in supplies of raw materials, particularly components used to manufacture our silicone hydrogel lenses.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Continued

•

Legal costs, insurance expenses, settlement costs and the risk of an adverse decision or settlement related to claims involving product liability or patent protection (including risks with respect to the ultimate validity and enforceability of the Company’s patent applications and patents and the possible infringement of the intellectual property of others).

•

The impact of acquisitions and divestitures on revenues, earnings and margins, including any failure by the Company to successfully integrate acquired businesses into CVI and CSI, any failure to continue to realize anticipated benefits from the Company’s cost-cutting measures and risks inherent in accounting assumptions made regarding the acquisitions.

•

Changes in business, political and economic conditions, including the adverse effects of natural disasters on patients, practitioners and product distribution.

•

Interest rate and foreign currency exchange rate fluctuations.

•

Changes in U.S. and foreign government regulation of the retail optical industry and of the healthcare industry generally.

•

Dilution to earnings per share from acquisitions or issuing stock.

•

Changes in tax laws or their interpretation and changes in effective tax rates, including by reason of changes in the Company’s geographic profit mix.

•

Changes in the Company’s expected utilization of recognized net operating loss carry forwards.

•

The requirement to provide for a significant liability or to write off a significant asset, including impaired goodwill.

•

Changes in accounting principles or estimates.

•

Disruptions or delays related to implementation of information technology systems covering the Company’s businesses, or other events which could result in management having to report a material weakness in the effectiveness of the Company’s internal control over financial reporting in its Form 10-Q and Form 10-K filings.

•

Environmental risks, including significant environmental cleanup costs above those already accrued.

•

Other events described in our Securities and Exchange Commission filings, including the “Business” and “Risk Factors” sections in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2007, as such Risk Factors may be updated in quarterly filings.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Continued

We caution investors that forward-looking statements reflect our analysis only on their stated date. We disclaim any intent to update them except as required by law.

Results of Operations

In this section we discuss the results of our operations for the third quarter of fiscal 2008 and compare them with the same period of fiscal 2007. We discuss our cash flows and current financial condition under “Capital Resources and Liquidity.”

Third Quarter Highlights

•

Sales of $285.9 million, up 14%, 8% in constant currency.

•

Gross profit up 6%.

•

Operating income up 31% to $31.0 million.

•

Diluted earnings per share of 39 cents, up from 18 cents.

•

Results include $11.6 million of production start-up and other restructuring and integration costs and a $3.0 million write off of unamortized costs related to the repurchase of our 2.625% Convertible Senior Debentures.

Nine-Month Highlights

•

Sales of $794.4 million, up 14%, 8% in constant currency.

•

Gross margin 56% of revenue.

•

Operating income of $79.5 million.

•

Diluted earnings per share of 79 cents, up from 29 cents per share.

•

Results include $35.0 million of production start up and other restructuring and integration costs, $3.4 million of intellectual property litigation costs and a $3.0 million write off of unamortized costs related to the repurchase of our 2.625% Convertible Senior Debentures.

Outlook

We believe that CVI will continue to compete successfully in the worldwide contact lens market with its disposable spherical, phosphorylcholine (PC) Technology™, silicone hydrogel and specialty contact lenses. We believe that market demographics are favorable with the reported incidence of myopia continuing to increase worldwide and with the teenage population in the United States, the age when most contact lens wear begins, projected to grow considerably over the next two decades. CVI expects greater market penetration in Europe and Asia as practitioners increasingly prescribe more specialty lenses.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Continued

We are in the process of developing and launching a number of new contact lens products to enhance CVI’s broad and competitive product lines. New products planned for introduction over the next two years include additional lenses utilizing silicone hydrogel and PC Technology materials and new lens designs, including toric and multifocal lenses. Contact lenses utilizing silicone hydrogel materials have grown significantly, and this material is a major product material in the industry. The Company has globally launched Biofinity^®, a silicone hydrogel contact lens product, and launched Avaira™, a two-week silicone hydrogel contact lens, in the United States. While customer reaction from the Biofinity and Avaira launches has been favorable, our future growth may be limited by our late entry into the silicone hydrogel market. We have achieved sufficient manufacturing capacity of Biofinity to support our business plan. For Avaira, we face challenges associated with manufacturing a new material on a new manufacturing platform and are incurring additional manufacturing costs as we attempt to ramp up production volumes and improve efficiencies for this product. CVI has also begun production of its Biofinity toric, a silicone hydrogel toric contact lens, and expects to launch this product in the first calendar quarter of 2009. We believe that our ability to succeed with silicone hydrogel products will be an important factor affecting future levels of sales growth and profitability.

In November 2007, we reached a global settlement agreement with CIBA Vision, the eye care unit of Novartis AG, to resolve all disputes with respect to patent infringement litigation over silicone hydrogel patents and certain design patents between the companies. Under the terms of the settlement, the companies agreed to cross license rights to these patents, and CVI agreed to pay a royalty on its future net U.S. contact lens sales of Biofinity and Avaira until 2014 and on net sales outside of the United States until 2016.

Our operating results reflect the progression through our integration plan that is designed to optimize operational synergies of our acquisition of Ocular. Integration activities began in January 2005 and were substantially completed in our fiscal third quarter 2008 as we expanded preferred manufacturing practices and finalized the integration of duplicate distribution facilities. Our geographic mix of income and certain expenses associated with the integration plan impacted jurisdictions with lower tax rates. As a result, our effective tax rate has increased correspondingly.

CSI has built an extensive product portfolio through acquisition and internal development, and we anticipate that CSI will continue to consolidate the women’s healthcare market. CSI expects to benefit from favorable demographic trends as the women of the “baby-boomer” generation are now reaching the age when gynecological procedures that utilize CSI products are performed most frequently.

Regarding capital resources, we believe that cash and cash equivalents on hand of $3.4 million plus cash from operating activities and existing credit facilities will fund future operations, capital expenditures, cash dividends and small acquisitions. We expect capital expenditures in fiscal 2008 of approximately $140 million to $160 million primarily to expand silicone hydrogel and single-use lens manufacturing capacity, complete the consolidation of distribution centers and for information technology. We now expect fiscal 2009 capital expenditures to decrease to $125 million to $140 million due to yield improvements in several processes and the expected completion of the plant expansion in Puerto Rico during fiscal 2008.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Continued

Selected Statistical Information – Percentage of Sales and Growth


	Percent of Sales Three Months Ended July 31,						Percent of Sales Nine Months Ended July 31,
	2008		2007		% Growth		2008		2007		% Growth
Net sales	100	%	100	%	14	%	100	%	100	%	14	%
Cost of sales	46	%	42	%	23	%	44	%	42	%	18	%

Gross profit	54	%	58	%	6	%	56	%	58	%	11	%
Selling, general and administrative expense	39	%	41	%	6	%	41	%	43	%	8	%
Research and development expense	3	%	5	%	(22	%)	3	%	5	%	(14	%)
Restructuring costs	—		1	%	(92	%)	—		1	%	(78	%)
Amortization of intangibles	1	%	2	%	1	%	2	%	2	%	6	%

Operating income	11	%	9	%	31	%	10	%	7	%	59	%

Net Sales

Cooper’s two business units, CooperVision and CooperSurgical, generate all its sales:

•

CVI develops, manufacturers and markets a broad range of contact lenses for the worldwide vision care market.

•

CSI develops, manufactures and markets medical devices, diagnostic products and surgical instruments and accessories used primarily by gynecologists and obstetricians.

Our consolidated net sales grew $34.0 million or 14% in the three-month period and $97.6 million or 14% in the nine-month period:


	Three Months Ended July 31,						Nine Months Ended July 31,
	2008		2007		% Increase		2008		2007		% Increase
	($ in millions)
CVI	$	243.2	$	212.0	15	%	$	670.8	$	583.8	15	%
CSI		42.7		39.9	7	%		123.6		113.0	9	%

	$	285.9	$	251.9	14	%	$	794.4	$	696.8	14	%

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Continued

CVI Net Sales

Practitioner and patient preferences in the worldwide contact lens market continue to change. The major shifts are from:

•

Conventional lenses replaced annually to disposable and frequently replaced lenses. Disposable lenses are designed for either daily, two-week or monthly replacement; frequently replaced lenses are designed for replacement after one to three months.

•

Commodity lenses to specialty lenses including toric, multifocal and cosmetic lenses.

•

Commodity spherical lenses to value-added spherical lenses such as continuous wear lenses and lenses to alleviate dry eye symptoms as well as lenses with aspherical optical properties or higher oxygen permeable lenses such as silicone hydrogels.

These shifts generally favor CVI’s product lines of specialty lenses, PC Technology brand spherical lenses, silicone hydrogel spherical lenses and single-use spherical lenses. Additionally, it is important that CVI develop a range of silicone hydrogel products. CVI has globally launched Biofinity, its silicone hydrogel spherical lens, and launched Avaira, a second silicone hydrogel spherical lens, in the United States and is in the process of expanding its manufacturing capacity of Avaira to grow sales. CVI has begun production of Biofinity toric, a silicone hydrogel toric lens, and anticipates launching this product in the first calendar quarter of 2009.

Definitions: Contact lens revenue includes sales of conventional, disposable, long-term extended wear lenses and single-use lenses, some of which are aspherically designed, and specialty lenses - toric lenses, multifocal lenses and cosmetic lenses.

•

Aspheric lenses correct for near- and farsightedness and have additional optical properties that help improve visual acuity in low light conditions and can correct low levels of astigmatism and low levels of presbyopia, an age-related vision defect.

•

Toric lens designs correct astigmatism by adding the additional optical properties of cylinder and axis, which correct for irregularities in the shape of the cornea.

•

Multifocal lens designs correct presbyopia.

•

Cosmetic lenses are opaque and color enhancing lenses that alter the natural appearance of the eye.

•

Proclear^® lenses, manufactured using proprietary PC Technology, help enhance tissue/device compatibility and offer improved lens comfort.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Continued

CVI Net Sales by Market


	Three Months Ended July 31,						Nine Months Ended July 31,
	2008		2007		% Increase		2008		2007		% Increase
	($ in millions)
Americas	$	106.0	$	94.0	13	%	$	288.5	$	262.2	10	%
Europe		95.5		83.2	15	%		263.8		226.0	17	%
Asia Pacific		41.7		34.8	19	%		118.5		95.6	24	%

	$	243.2	$	212.0	15	%	$	670.8	$	583.8	15	%

CVI’s worldwide net sales grew 15% in both the three- and nine-month periods, 8% in constant currency. Americas sales grew 13% and 10% in the three- and nine-month periods, 12% and 8% in constant currency, primarily due to market gains of CVI’s silicone hydrogel lenses, Biofinity and Avaira, PC Technology lenses and single-use lenses. European sales grew 15% and 17% in the three- and nine-month periods, 4% and 6% in constant currency, driven by increases in sales of CVI’s silicone hydrogel lens Biofinity, disposable toric and disposable sphere products, including Proclear 1 Day lenses. Sales to the Asia Pacific region grew 19% and 24% in the three- and nine-month periods, 7% and 12% in constant currency, primarily due to significant sales growth of disposable sphere and toric products.

Net sales growth for the quarter includes increases in single-use spheres up 47%, at $46.2 million, all disposable spheres up 19% and total spheres up 17%. Biofinity had sales of $14.6 million primarily in Europe and the United States, and Avaira had sales of $3.8 million in the United States. Disposable toric sales grew 16% with total toric sales up 12% and disposable multifocal sales up 25%. CVI’s line of specialty lenses grew 13%. Older conventional lens products declined 13%. Proclear products continued global market share gains as Proclear toric sales increased 41% to $20.5 million, Proclear spheres, including Biomedics XC and Proclear 1 Day, increased 30% to $35.1 million and Proclear multifocal lenses, including Biomedics XC, increased 38% to $12.4 million.

CVI’s sales growth is driven primarily through increases in the volume of lenses sold as the market continues to move to more frequent replacement. While unit growth and product mix have influenced CVI’s sales growth, average realized prices by product have not materially influenced sales growth.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Continued

CSI Net Sales

CSI’s net sales and organic sales increased 7% in the three-month period to $42.7 million and for the nine-month period sales increased 9% to $123.6 million with organic sales growth of about 6%. Sales of products marketed directly to hospitals grew 20% over last year’s third quarter and now represent 31% of CSI’s sales. Women’s healthcare products used primarily by obstetricians and gynecologists generate 95% of CSI’s sales. The balance are sales of medical devices outside of women’s healthcare which CSI does not actively market. Unit growth and product mix are the primary influences of CSI’s organic sales growth. Average realized prices by product have not materially influenced organic sales growth.

Cost of Sales/Gross Profit

Gross profit as a percentage of net sales (margin) was:


	Margin Three Months Ended July 31,				Margin Nine Months Ended July 31,
	2008		2007		2008		2007
CVI	53	%	58	%	56	%	57	%
CSI	59	%	59	%	59	%	59	%
Consolidated	54	%	58	%	56	%	58	%

CVI’s margin was 53% and 56% for the three- and nine-month periods of fiscal 2008 compared with 58% and 57% for the same periods last year, the result of changing product mix offset by improvements in manufacturing efficiencies. The changing product mix included a shift to lower margin sphere products, including single-use spheres that represented 19% of lens sales in the current period compared to 15% in last year’s third quarter. CVI’s fiscal 2008 cost of sales includes production start-up costs for our new silicone hydrogel products, share-based compensation and integration activities. These costs amounted to $8.9 million or 4% of sales in the three-month period, and $27.6 million or 4% of sales in the nine-month period. For 2007, cost of sales included production start-up costs, share-based compensation and the write off of manufacturing assets associated with Ocular integration activities, which were 6% of sales in both the three- and nine-month periods.

CSI’s margin was 59% in both the three- and nine-month periods ended July 31, 2008 and 2007. Gross margin reflects continuing efficiencies associated with recent acquisitions partially offset by higher costs on products sourced outside the United States.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Continued

Selling, General and Administrative Expense (SGA)


	Three Months Ended July 31,										Nine Months Ended July 31,
	2008		% Net Sales		2007		% Net Sales		% Incr. (Decr.)		2008		% Net Sales		2007		% Net Sales		% Incr. (Decr.)
	($ in millions)
CVI	$	89.2	37	%	$	82.1	39	%	9	%	$	262.9	39	%	$	236.0	40	%	11	%
CSI		14.8	35	%		14.9	37	%	(1	%)		43.3	35	%		42.0	37	%	3	%
Headquarters		6.6	—			7.5	—		(11	%)		21.8	—			25.0	—		(13	%)

	$	110.6	39	%	$	104.5	41	%	6	%	$	328.0	41	%	$	303.0	43	%	8	%

In the third quarter of fiscal 2008, consolidated SGA increased by 6% and, as a percentage of net sales, decreased to 39% from 41% in the third quarter of 2007 and decreased to 41% from 43% for the nine-month period. CVI’s SGA increased 9% primarily due to costs supporting increased sales levels as well as lenses used in marketing programs for new products. SGA as a percentage of net sales decreased to 37% in the three-month period from 39% in 2007. During fiscal 2007, we were engaged in patent infringement litigation with CIBA Vision, the eye care unit of Novartis AG, regarding our silicone hydrogel product and certain lens design patents. In November 2007, we reached a global settlement agreement that resolved all disputes with respect to this litigation. CSI’s SGA decreased 1% in the three-month period but increased 3% in the nine-month period, which supported the continued sales growth.

Corporate headquarters’ expenses decreased 11% to $6.6 million and 13% to $21.8 million in the three- and nine-month periods of fiscal 2008 primarily due to expense recovery related to share-based compensation. Share-based compensation expense decreased to $1.0 million and $4.4 million in the three- and nine-month periods of 2008 compared to $1.3 million and $7.3 million in the three- and nine-month periods of fiscal 2007.

Research and Development Expense

During the three- and nine-month periods ended July 31, 2008, CVI’s research and development expenditures were 3% of sales at $7.9 million, up 10% and 3% of sales at $22.5 million, up 14% over the same periods of fiscal 2007. CVI’s research and development activities include programs to develop disposable silicone hydrogel products and product lines utilizing PC Technology.

CSI’s research and development expenditures were 3% of net sales for the three- and nine-month periods at $1.1 million and $3.7 million, respectively. CSI’s research and development activities include the upgrade and redesign of many CSI osteoporoses, in-vitro fertilization, incontinence and assisted reproductive technology products and other obstetrical and gynecological product development activities.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Continued

Operating Income

Operating income increased by $7.4 million, or 31% and $29.5 million or 59%, in the three- and nine-month periods, respectively:


	Three Months Ended July 31,												Nine Months Ended July 31,
	2008			% Net Sales		2007			% Net Sales		% Incr. (Decr.)		2008			% Net Sales		2007			% Net Sales		% Incr. (Decr.)
	($ in millions)
CVI	$	29.2		12	%	$	27.8		13	%	5	%	$	78.3		12	%	$	63.3		11	%	24	%
CSI		8.4		20	%		3.3		8	%	152	%		23.0		19	%		11.5		10	%	99	%
Headquarters		(6.6	)	—			(7.4	)	—		11	%		(21.8	)	—			(24.8	)	—		13	%

	$	31.0		11	%	$	23.7		9	%	31	%	$	79.5		10	%	$	50.0		7	%	59	%

Interest Expense

Interest expense increased 38% to $15.3 million in the three-month period ended July 31, 2008. Excluding the write-off of about $3.0 million of unamortized costs related to the repurchase of our 2.625% Convertible Senior Debentures, interest expense increased 11% in both the three- and nine-month periods, primarily reflecting an increase in our long-term borrowings used for capital expenditures.

Other Income, Net


	Three Months Ended July 31,						Nine Months Ended July 31,
	2008			2007			2008			2007
	(In millions)
Interest income	$	0.1		$	0.1		$	0.3		$	0.4
Foreign exchange gain		2.1			0.6			2.5			1.4
Other		(0.5	)		(0.2	)		(0.9	)		(0.5	)

	$	1.7		$	0.5		$	1.9		$	1.3

Provision for Income Taxes

We recorded tax expense of $6.9 million in the first nine months of fiscal 2008 compared to $6.5 million in the first nine months of fiscal 2007. The effective tax rate for the first nine months of fiscal 2008 (provision for income taxes divided by income before taxes) was approximately 16.2 percent compared to approximately 33.3 percent for the first nine months of fiscal 2007. The decrease in our effective tax rate was primarily due to a shift in our geographic mix of income.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Continued

Share-Based Compensation Plans


	Three Months Ended July 31,				Nine Months Ended July 31,
	2008		2007		2008			2007
	(In millions)
Selling, general and administrative expense	$	3.0	$	3.4	$	10.0		$	12.8
Cost of sales		0.2		0.5		1.0			1.1
Research and development expense		—		0.2		(0.2	)		0.6
Restructuring costs		—		—		—			0.8
Capitalized in inventory		0.2		0.5		1.0			1.5

Total compensation expense	$	3.4	$	4.6	$	11.8		$	16.8

Related income tax benefit	$	0.8	$	0.9	$	3.1		$	4.0

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Continued

Capital Resources and Liquidity

Third Quarter Highlights

•

Operating cash flow $44.0 million vs. $47.4 million in the third quarter of fiscal 2007.

•

Expenditures for purchases of property, plant and equipment $25.4 million vs. $38.6 million in last year’s third quarter.

Nine-Month Highlights

•

Operating cash flow $55.5 million vs. $95.9 million in the first nine months of 2007.

•

Cash payments for acquisitions totaled $3.7 million vs. $77.6 million in the first nine months of 2007.

•

Expenditures for purchases of property, plant and equipment $102.3 million vs. $128.7 million in the first nine months of 2007.

Comparative Statistics


	July 31, 2008			October 31, 2007
	($ in millions)
Cash and cash equivalents	$	3.4		$	3.2
Total assets	$	2,675.5		$	2,596.2
Working capital	$	328.8		$	231.0
Total debt	$	927.8		$	876.6
Stockholders’ equity	$	1,496.6		$	1,459.5
Ratio of debt to equity		0.62:1			0.60:1
Debt as a percentage of total capitalization		38.3	%		37.5	%
Operating cash flow - twelve months ended	$	93.6		$	134.0

Working Capital

The increase in working capital in the first nine months of fiscal 2008 was primarily due to our adoption of FIN 48, which resulted in a reclassification of certain short-term tax liabilities to long term (see Note 9. Income Taxes) and the building of inventories in anticipation of new product launches and increasing sales levels. Increases in our long-term borrowings and accounts receivable and a decrease in other accrued liabilities also contributed to the increase. The increase in working capital was partially offset by cash used to pay for capital equipment and an increase in accounts payable.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Continued

Operating Cash Flow

Cash provided by operating activities totaled $55.5 million in the first nine months of fiscal 2008 and $93.6 million over the twelve-month period ended July 31, 2008. Operating cash flow decreased in the first nine months of fiscal 2008 as we have utilized cash to build inventory in support of new product launches, for costs associated with our Ocular integration plan and for the reduction of accrued liabilities.

At the end of the first nine months of fiscal 2008, Cooper’s inventory months on hand (MOH) decreased to 6.8 compared to 7.5 in last year’s third quarter, as we begin to see the benefits of distribution center consolidations offset by inventory built to support new product launches. Also, our days sales outstanding (DSO) decreased to 57 days from 59 days in last year’s third quarter. Based on our experience and knowledge of our customers and our analysis of inventoried products and product levels, we believe that our accounts receivable and inventories are recoverable.

Investing Cash Flow

The cash outflow of $106.0 million from investing activities was for capital expenditures of $102.3 million used primarily to expand manufacturing capacity and continue the rollout of new information systems and payments of $3.7 million primarily related to previous acquisitions.

Financing Cash Flow

The cash inflow of $50.6 million from financing activities was driven by net proceeds from long-term debt of $58.5 million, $2.7 million from the exercise of stock options and $1.7 million from excess tax benefit from share-based compensation arrangements, partially offset by cash used to pay overdraft facilities of $9.6 million and dividends on our common stock of $2.7 million paid in the first nine months of 2008.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Continued

Estimates and Critical Accounting Policies

•

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Continued

•

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Continued

•

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Continued

New Accounting Pronouncements

As a result, the Company reduced its net liability for unrecognized tax benefits by $5.3 million, which was accounted for as an increase to retained earnings. As of the adoption date, the Company had total gross unrecognized tax benefits of $18.9 million. If recognized, $16.5 million of unrecognized tax benefits would impact the Company’s effective tax rate. For the nine-month period ended July 31, 2008, there were no material changes to the total amount of unrecognized tax benefits. The Company historically classified unrecognized tax benefits in current taxes payable. As a result of adoption of FIN 48, unrecognized tax benefits were reclassified to long-term income taxes payable.

Included in the balance of unrecognized tax benefits at November 1, 2007 is $0.6 million to $1.4 million related to tax positions for which it is reasonably possible that the total amounts could significantly change during the next twelve months. This amount represents a decrease in unrecognized tax benefits comprised of items related to transfer pricing in various jurisdictions, state net operating losses and expiring statutes in various jurisdictions worldwide.

In December 2007, the FASB issued Statement No. 141 (revised 2007), Business Combinations (SFAS 141R). SFAS 141R establishes principles and requirements for how the acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any controlling interest in the business and the goodwill

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Continued

acquired. SFAS 141R further requires that acquisition related costs and costs associated with restructuring or exiting activities of an acquired entity will be expensed as incurred. SFAS 141R also establishes disclosure requirements which will require disclosure of the nature and financial effects of the business combination. The Company is currently evaluating the impact of SFAS 141R, which is effective for the Company beginning in our fiscal year ending October 31, 2010, will have on our consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 as issued is effective for fiscal years beginning after November 15, 2007. On February 12, 2008 the FASB issued FASB Staff Position (FSP) FAS 157-2, Effective Date of FASB Statement No. 157 (FSP FAS 157-2). FSP FAS 157-2 defers the implementation of SFAS 157 for certain nonfinancial assets and nonfinancial liabilities. The remainder of SFAS 157 is effective, for the Company, beginning our fiscal year ending October 31, 2009. The aspects that have been deferred by FSP FAS 157-2 will be effective for the Company beginning our fiscal year ending October 31, 2010. The Company is currently evaluating the impact that the adoption of FAS 157 will have on its consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, Including an Amendment of FASB Statement No. 115 (SFAS 159). SFAS 159 provides the option to measure, at fair value, eligible financial instrument items, which are not otherwise required to be measured at fair value. The irrevocable decision to measure items at fair value is made at specified election dates on an instrument-by-instrument basis. Changes in that instrument’s fair value must be recognized in current earnings in subsequent reporting periods. If elected, the first measurement to fair value is reported as a cumulative-effect adjustment to the opening balance of retained earnings in the year of adoption. SFAS 159 also establishes additional disclosure requirements. The Company is currently evaluating the impact on our consolidated financial statements of the adoption of SFAS 159, if we elect to measure eligible financial instruments at fair value. This statement is effective for the Company beginning in our fiscal year ending October 31, 2009.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Continued

In December 2007, the FASB issued Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51 (SFAS 160). SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. Currently, the Company does not anticipate that the adoption of SFAS 160, which is effective for the Company beginning in our fiscal year ending October 31, 2010, will have a material impact on our consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161). SFAS 161 amends and expands the disclosure requirements of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), with the intent of providing users of the financial statements with an enhanced understanding of how and why an entity uses derivative instruments, how derivative instruments and related hedge items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedge items affect an entity’s financial position, financial performance and cash flows. SFAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures above fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk related contingent features in derivative agreements. The provisions of this statement are effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the impact of SFAS 161, which is effective for the Company in our fiscal year ending October 31, 2010 and related interim periods, will have on our consolidated financial statements.

In May 2008, the FASB issued FASB Staff Position APB No. 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants. Additionally, this FSP specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company is currently evaluating the impact of FSP APB 14-1, which is effective for the Company in our fiscal year ending October 31, 2010, and related interim periods, will have on our consolidated financial statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations, Concluded

Risk Management

Most of our operations outside the United States have their local currency as their functional currency. We are exposed to risks caused by changes in foreign exchange, principally our pound sterling, euro and Japanese yen-denominated debt and receivables, and from operations in foreign currencies. We have taken steps to minimize our balance sheet exposure. We are also exposed to risks associated with changes in interest rates, as the interest rate on our Senior Unsecured Revolving Line of Credit varies with the London Interbank Offered Rate. Our significant increase in debt following the acquisition of Ocular has significantly increased the risk associated with changes in interest rates. We have decreased this interest rate risk by hedging approximately $275 million of variable rate debt effectively converting it to fixed rate debt for varying periods through May 2011.

Trademarks

Biofinity^®, Biomedics^® and Proclear^® are registered trademarks of The Cooper Companies, Inc., its affiliates and/or subsidiaries. Avaira™ and PC Technology™ are trademarks of The Cooper Companies, Inc., its affiliates and/or subsidiaries.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

See “Risk Management” under Capital Resources and Liquidity in Item 2 of this report.

Item 4.

Controls and Procedures

The Company has established and currently maintains disclosure controls and procedures designed to ensure that material information required to be disclosed in its reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission and that any material information relating to the Company is recorded, processed, summarized and reported to its principal officers to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In conjunction with the close of each fiscal quarter, the Company conducts a review and evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s Chief Executive Officer and Chief Financial Officer, based upon their evaluation as of July 31, 2008, the end of the fiscal quarter covered in this report, concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

As of July 31, 2008, there has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

The Company is from time to time involved in various litigation and legal matters arising in the normal course of its business operations. By describing any particular matter, the Company does not intend to imply that it or its legal advisors have concluded or believe that the outcome of any of those particular matters is or is not likely to have a material adverse impact upon the Company’s consolidated financial position, cash flows or results of operations.

In re The Cooper Cos., Inc., Securities Litigation

The lead plaintiff filed a consolidated complaint on July 31, 2006. The consolidated complaint was filed on behalf of all purchasers of the Company’s securities between July 28, 2004, and December 12, 2005, including persons who received Company securities in exchange for their shares of Ocular in the January 2005 merger pursuant to which the Company acquired Ocular. In addition to the Company, Messrs. Bender, Weiss, and Fruth, the consolidated complaint named as defendants several of the Company’s other current officers and directors and former officers. On July 13, 2007, the Court granted Cooper’s motion to dismiss the consolidated complaint and granted the lead plaintiff leave to amend to attempt to state a valid claim.

The amended consolidated complaint purports to allege violations of Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934 by, among other things, contending that the defendants made misstatements concerning the Biomedics product line, sales force integration following the merger with Ocular, the impact of silicone hydrogel lenses and financial projections. The amended consolidated complaint also alleges that the Company improperly accounted for assets acquired in the Ocular merger by improperly allocating $100 million of acquired customer relationships and manufacturing technology to goodwill (which is not amortized against earnings) instead of to intangible assets other than goodwill (which are amortized against earnings), that the Company lacked appropriate internal controls and issued false and misleading Sarbanes-Oxley Act certifications.

In re Cooper Companies, Inc. Derivative Litigation

In addition to the derivative action pending in federal court, three similar purported shareholder actions were filed in the Superior Court for the State of California for the County of Alameda. These actions have been consolidated under the heading In re Cooper Companies, Inc. Shareholder Derivative Litigation, Case Nos. RG06260748. A consolidated amended complaint was filed on September 18, 2006. The consolidated amended complaint names as defendants the same individuals that are in the defendants in the federal derivative action. In addition, the complaint names Mr. Fryling, current officers Carol R. Kaufman, John J. Calcagno, Paul L. Remmell, Jeffrey Allan McLean, and Nicholas J. Pichotta and a former officer. The Company is a nominal defendant. On November 29, 2006, the Superior Court for the County of Alameda entered an order staying the consolidated action pending the resolution of the federal derivative action.

Both the state and federal derivative actions are derivative in nature and do not seek damages from the Company.

Bausch & Lomb Incorporated Litigation

Item 1A.

Risk Factors

There have been no material changes in the Company’s risk factors from those disclosed in our Annual Report on Form 10-K for fiscal year ended October 31, 2007.

Item 6.

Exhibits


Exhibit Number		Description

11*		Calculation of Earnings Per Share

31.1		Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

32.1		Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350

32.2		Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350

*	The information called for in this Exhibit is provided in Footnote 7, “Earnings per Share,” to the Consolidated Condensed Financial Statements in this report.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


				The Cooper Companies, Inc.
				(Registrant)

Date: September 5, 2008				/s/ Rodney E. Folden
				Rodney E. Folden
				Corporate Controller
				(Principal Accounting Officer)

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Index of Exhibits


Exhibit No.		Page No.

11*	Calculation of Earnings Per Share

31.1	Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

32.1	Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350

32.2	Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350

*	The information called for in this Exhibit is provided in Footnote 7, “Earnings per Share,” to the Consolidated Condensed Financial Statements in this report.