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 effects of any product recalls, 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:

• Adverse changes in global or regional general business, political and economic conditions due to the current global economic downturn, including the impact of continuing uncertainty and instability of certain European Union countries which could adversely affect our global markets.

• Reduced sales, loss of customers, and costs and expenses related to the recall of certain lots of the Avaira ® Toric and Avaira Sphere contact lenses.

• Foreign currency exchange rate and interest rate fluctuations including the risk of further declines in the value of the euro that would decrease our revenues and earnings.

• 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.

• Legal costs, insurance expenses, settlement costs and the risk of an adverse decision or settlement related to product liability, patent protection or other litigation.

• Changes in tax laws or their interpretation and changes in effective tax rates.

• Limitations on sales following new product introductions due to poor market acceptance.

• New competitors, product innovations or technologies.

• The impact of acquisitions or divestitures on revenues, earnings or margins.

• Interest rate and foreign currency exchange rate fluctuations.

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

• The requirement to provide for a significant liability or to write off, or accelerate depreciation on, a significant asset, including goodwill.

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

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

• Failure to obtain adequate coverage and reimbursement from third party payors for our 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 the Company's research and development activities and other start-up projects.

• Dilution to earnings per share from acquisitions or issuing stock.

• Changes in accounting principles or estimates.

• Environmental risks.

• Other events described in our Securities and Exchange Commission filings, including the "Business" and "Risk Factors" sections in our Annual Report on Form 10-K for the fiscal year ended October 31, 2011, as such Risk Factors may be updated in quarterly filings.

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.

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

In this section, we discuss the results of our operations for the fiscal second quarter of 2012 and compare them with the same period of fiscal 2011. We discuss our cash flows and current financial condition under "Capital Resources and Liquidity."

Second Quarter Highlights

• Net sales of $344.6 million, up 6% from $325.3 million.

• Gross profit $220.7 million, up 9% from $201.8 million.

• Operating income $65.4 million, up 9% from $60.3 million.

• Diluted earnings per share of $1.12, up from 73 cents per share.

• Cash provided by operations $80.6 million, up from $64.9 million.

Six-Month Highlights

• Net sales of $670.6 million, up 8% from $618.5 million.

• Gross profit $431.1 million, up 14% from $378.4 million.

• Operating income $127.2 million, up 17% from $109.0 million.

• Diluted earnings per share of $2.24, up from $1.56 cents per share.

• Cash provided by operations $122.2 million, down from $137.8 million.

Outlook

Overall, we remain optimistic about the long-term prospects for the worldwide contact lens and women's healthcare markets. However, events affecting the economy as a whole, including the uncertainty and instability of global markets driven by employment, housing and credit concerns together with the European debt crisis and related foreign currency volatility impacts our current performance and continue to represent a risk to our forecasted performance for fiscal year 2012 and beyond.

We compete in the worldwide contact lens market with our spherical, toric and multifocal contact lenses offered in a variety of materials including using phosphorylcholine (PC) Technology™ and silicone hydrogel Aquaform® Comfort Science™ technology. We believe that there will be lower contact lens wearer dropout rates as technology improves and enhances the wearing experience through a combination of improved designs and materials and the growth of preferred modalities such as single-use and monthly wearing options. CooperVision is focused on greater worldwide market penetration as we roll out new products and continue to expand our presence in existing and emerging markets, including through acquisitions.

Sales of contact lenses utilizing silicone hydrogel materials, a major product material in the industry, have grown significantly. CooperVision markets monthly silicone hydrogel spherical, toric and multifocal lens products under our Biofinity® brand and two-week silicone hydrogel spherical and toric lens products under our Avaira brand. In fiscal 2011, we launched our Biofinity spherical silicone hydrogel lens in Japan and our Biofinity multifocal lens globally. Competitive silicone hydrogel single-use lens products are gaining market share and represent a risk to our business. We have not yet marketed a silicone hydrogel single-use product. Our ability to compete successfully with a full range of silicone hydrogel products is an important factor to achieving our projected future levels of sales growth and profitability.

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

In August 2011, CooperVision initiated a recall on limited lots of Avaira Toric contact lenses, and in November 2011, this recall was expanded to cover limited lots of Avaira Sphere contact lenses. While Avaira Toric was taken off of the market, Avaira Sphere remained on the market throughout the recall. On April 15, 2012, the FDA granted us a Special 501(k) clearance to return Avaira Toric lenses to the market and in May 2012, CooperVision relaunched Avaira Toric with shipments available for select distribution. Avaira Toric and Avaira Sphere lenses that were subject to the recall represented less than 2% of the Company's fiscal 2011 net sales.

We are also in the process of developing a number of new contact lens products to enhance CooperVision's worldwide product lines. We recently launched Proclear® 1 Day multifocal. 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 multifocal and single-use lenses.

The medical device segment of the women's healthcare market is highly fragmented. CooperSurgical has steadily grown its market presence and distribution system by developing products and acquiring products and companies that complement its business model. On June 4, 2012, we announced the voluntary tender offer to acquire all the issued and outstanding shares and warrants of Origio a/s, Oslo Stock Exchange (OSE: ORO), for NOK 28 per share. The tender offer is set to expire June 22, 2012, unless the tender offer is extended. Origio's Board of Directors recommends that shareholders accept the tender offer. If the tender offer is successful, the transaction is anticipated to close during our fiscal third quarter 2012. Cooper, through its subsidiaries, plans to finance the acquisition with available off-shore cash and credit facilities. Origio is a global in-vitro fertilization (IVF) medical device company that develops, manufactures and distributes highly specialized products that target IVF treatment with a goal to make fertility treatment safer, more efficient and convenient. Based in Malov, Denmark, Origio has approximately 320 employees and generated sales of DKK 370 million, approximately US$65.0 million, in 2011.

On May 31, 2012, we entered into an amendment to our senior unsecured Credit Agreement. The aggregate commitment of the Senior Unsecured Revolving Line of Credit was increased to $1.0 billion from $750.0 million, and the $234.4 million outstanding balance on the term loan was fully repaid using the new revolving facility. This facility offers additional availability, lower interest rates and extends the maturity date to May 31, 2017 from January 12, 2016. In addition, we have the ability to increase the revolving credit facility by up to an additional $500.0 million. KeyBank led the refinancing with certain banks that participated in the Credit Agreement retaining or increasing their participation in the Revolver.

At April 30, 2012, we had $696.8 million available under the existing Credit Agreement. We believe that our cash and cash equivalents, cash flow from operating activities and borrowing capacity under existing credit facilities will fund operations both in the next 12 months and in the longer term as well as current and long-term cash requirements for capital expenditures, acquisitions, share repurchases and cash dividends.

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

Selected Statistical Information - Percentage of Sales and Growth



Percentage of Sales                                     Three Months                           Six Months
Periods Ended April 30,                       2012       2011        % Change       2012       2011        % Change
Net sales                                       100 %      100 %             6 %      100 %      100 %             8 %
Cost of sales                                    36 %       38 %            -          36 %       39 %            -

Gross profit                                     64 %       62 %             9 %       64 %       61 %            14 %
Selling, general and administrative expense      40 %       39 %             8 %       40 %       39 %            12 %
Research and development expense                  4 %        3 %            25 %        4 %        3 %            22 %
Amortization of intangibles                       1 %        1 %            11 %        1 %        1 %            14 %

Operating income                                 19 %       19 %             9 %       19 %       18 %            17 %

Net Sales

Cooper's two business units, CooperVision and CooperSurgical, generate all of its sales.

• CooperVision produces a broad range of monthly, two-week and single-use contact lenses, featuring advanced materials and optics. CooperVision brings a commitment to solving the toughest vision challenges such as astigmatism, presbyopia and ocular dryness; with a broad collection of spherical, toric and multifocal contact lenses.

• CooperSurgical develops, manufactures and markets medical devices and procedure solutions to improve healthcare delivery to women in any clinical setting.

Our consolidated net sales grew by $19.3 million or 6% and $52.1 million or 8% in the three and six months ended April 30, 2012, respectively:

                                     Three Months                             Six Months
Periods Ended April 30,    2012        2011        % Change        2012        2011        % Change
CooperVision              $ 288.0     $ 275.3              5 %    $ 556.9     $ 518.9              7 %
CooperSurgical               56.6        50.0             13 %      113.7        99.6             14 %

                          $ 344.6     $ 325.3              6 %    $ 670.6     $ 618.5              8 %

CooperVision Net Sales

The contact lens market has two major product categories:

• Spherical lenses including lenses that correct near- and farsightedness uncomplicated by more complex visual defects.

• Toric and multifocal lenses including lenses that, in addition to correcting near- and farsightedness, address more complex visual defects such as astigmatism and presbyopia by adding optical properties of cylinder and axis, which correct for irregularities in the shape of the cornea.

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

In order to achieve comfortable and healthy contact lens wear, products are sold with recommended replacement schedules, often defined as modalities, with the primary modalities being single-use, two-week and monthly. CooperVision offers spherical, aspherical, toric, multifocal and toric multifocal lens products in most modalities.

The contact lens market consists primarily of 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. Significantly, the market for spherical lenses is growing with value-added spherical lenses to alleviate dry eye symptoms as well as lenses with aspherical optical properties or higher oxygen permeable lenses such as silicone hydrogels.

CooperVision's Proclear brand aspheric, toric and multifocal contact lenses, manufactured using PC Technology, help enhance tissue/device compatibility and offer improved lens comfort.

CooperVision's Biofinity brand silicone hydrogel spherical, toric and multifocal contact lenses and Avaira brand spherical and toric products are manufactured using proprietary Aquaform technology to increase oxygen transmissibility for longer wear. We believe that it is important to develop a full range of multifocal and single-use silicone hydrogel products due to increased pressure from silicone hydrogel products offered by our major competitors.

Net sales growth in the three-month period includes increases in single-use spheres up 6% and total spheres up 2%. Total toric lenses grew 5%, including 20% growth of single-use toric lenses, and multifocal lenses grew 23% compared to the prior year period. Silicone hydrogel products grew 29%. Proclear single-use sphere lenses grew 13% as total Proclear products declined 4%. Older conventional lens products and cosmetic lenses declined 12% and 5%, respectively.

CooperVision competes in the worldwide soft contact lens market and services three primary regions: the Americas, EMEA (Europe, Middle East and Africa) and Asia Pacific.

CooperVision Net Sales by Geography



Periods Ended April 30,              Three Months                             Six Months
($ in millions)            2012        2011        % Change        2012        2011        % Change
Americas                  $ 122.0     $ 117.3              4 %    $ 228.0     $ 213.5              7 %
EMEA                         98.0        97.2              1 %      193.4       187.9              3 %
Asia Pacific                 68.0        60.8             12 %      135.5       117.5             15 %

                          $ 288.0     $ 275.3              5 %    $ 556.9     $ 518.9              7 %

CooperVision's worldwide net sales grew 5% in the three-month period and grew 7% in the six-month period. Americas net sales grew 4% and 7% in the three- and six-month periods, respectively, primarily due to market gains of CooperVision's silicone hydrogel lenses, up 24% in the three-month period and 30% in the six-month period, and single-use lenses, up 14% in the three month period and 17% in the six-month period. EMEA net sales grew 1% and 3% driven by increases in sales of silicone hydrogel lenses, up 26% and 29% in the three- and six-month periods, respectively. EMEA net sales growth in both current year periods was negatively impacted due to the weakening of the euro and the British pound compared to the U.S. dollar. Net sales to the Asia Pacific region grew 12% and 15% in the three- and six-month periods, primarily due to sales growth of single-use lenses, up 10% and 13%, and silicone hydrogel lenses, up 114% and 110%, in each of the respective three- and six-month periods. Asia Pacific net sales growth in both current year periods was positively impacted by the strengthening of the Japanese yen and Australian dollar compared to the U.S. dollar.

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

CooperVision's net sales growth was driven primarily by increases in the volume of lenses sold and introduction of new products, primarily silicone hydrogel lenses together with acquisitions. While unit growth and product mix have influenced CooperVision's sales growth, average realized prices by product have not materially influenced sales growth.

CooperSurgical Net Sales

CooperSurgical's net sales increased 13% and 14% in the three- and six-month periods to $56.6 million and $113.7 million, respectively, with net sales growth excluding acquisitions of 8% and 9%, respectively. Sales of products used in surgical procedures grew 22% in the current year three-month period and now represent 39% of CooperSurgical's sales compared to 36% in the prior year period. CooperSurgical's sales are primarily comprised of women's healthcare products used by gynecologists and obstetricians in both office and surgical procedures. The balance consists of sales of medical devices outside of women's healthcare which CooperSurgical does not actively market. Unit growth and product mix along with increased average realized prices on disposable products have influenced organic sales growth.

Cost of Sales/Gross Profit



       Gross Profit Percentage of Net Sales      Three Months            Six Months
       Periods Ended April 30,                 2012        2011       2012       2011
       CooperVision                               63 %        61 %       64 %       61 %
       CooperSurgical                             68 %        65 %       68 %       64 %
       Consolidated                               64 %        62 %       64 %       61 %

The increases in CooperVision's gross margin are largely attributable to improvements in manufacturing efficiencies and product mix, primarily the shift to higher margin silicone hydrogel products. Gross margin also reflects efficiencies associated with the 2009 CooperVision Manufacturing restructuring plan that was completed in the fiscal first quarter of 2011. There were no costs associated with this plan recorded in the current year periods and $1.9 million recorded as cost of sales in the prior fiscal year six-month period.

The increase in CooperSurgical's gross margin for the fiscal first half of 2012 is largely attributable to manufacturing efficiency improvements and product mix including higher margins on products used in surgical procedures that represented 39% of net sales in the current year period compared to 36% in the prior year period.

Selling, General and Administrative Expense (SGA)



     Three Months Ended April 30,               % Net                   % Net          %
     ($ in millions)                 2012       Sales        2011       Sales       Change
     CooperVision                   $ 109.6         38 %    $ 101.2         37 %          8 %
     CooperSurgical                    18.5         33 %       17.3         35 %          7 %
     Headquarters                       8.9        N/A          7.9        N/A           13 %

                                    $ 137.0         40 %    $ 126.4         39 %          8 %

                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

                      and Results of Operations, Continued



      Six Months Ended April 30,               % Net                   % Net          %
      ($ in millions)               2012       Sales        2011       Sales       Change
      CooperVision                 $ 212.0         38 %    $ 189.7         37 %         12 %
      CooperSurgical                  37.8         33 %       33.9         34 %         12 %
      Headquarters                    18.9        N/A         16.2        N/A           17 %

                                   $ 268.7         40 %    $ 239.8         39 %         12 %

The increase in CooperVision's SGA both in dollars and as a percentage of net sales in the fiscal 2012 periods are primarily due to our investment in sales and marketing, including increased headcount, to reach new customers and to promote our silicone hydrogel products.

The increase in CooperSurgical's SGA in the fiscal 2012 periods are primarily due to our increased investment in sales activities to promote our products, with emphasis on products used in surgical procedures, and to support anticipated further growth.

Corporate headquarters' SGA increased in the fiscal 2012 periods primarily due to increased headcount and share-based compensation costs.

Research and Development Expense



     Three Months Ended April 30,               % Net                   % Net          %
     ($ in millions)                 2012       Sales        2011       Sales       Change
     CooperVision                   $ 11.0           4 %    $  9.0           3 %         23 %
     CooperSurgical                    2.0           4 %       1.4           3 %         41 %

                                    $ 13.0           4 %    $ 10.4           3 %         25 %


     Six Months Ended April 30,                 % Net                   % Net          %
     ($ in millions)                 2012       Sales        2011       Sales       Change
     CooperVision                   $ 20.7           4 %    $ 17.2           3 %         20 %
     CooperSurgical                    3.8           3 %       2.9           3 %         30 %

                                    $ 24.5           4 %    $ 20.1           3 %         22 %

CooperVision research and development expense increased in absolute dollars and as a percentage of sales in the fiscal 2012 periods primarily due to investments in new technologies, clinical trials and increased headcount. CooperVision's research and development activities include programs to develop single-use silicone hydrogel products and products utilizing PC Technology.

CooperSurgical research and development expense increased in absolute dollars in the fiscal 2012 periods, primarily due to investments in the design and upgrade of surgical procedure devices.

Amortization Expense

The increases of 11% and 14% in the three- and six-month periods in amortization expense are due to intangible assets from acquisitions completed in fiscal 2011.

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

Operating Income



   Three Months Ended April 30,                % Net                    % Net          %
   ($ in millions)                 2012        Sales        2011        Sales        Change
   CooperVision                   $  57.8          20 %    $  55.9          20 %           3 %
   CooperSurgical                    16.5          29 %       12.3          24 %          36 %
   Headquarters                      (8.9 )       N/A         (7.9 )       N/A           (13 %)

                                  $  65.4          19 %    $  60.3          19 %           9 %


   Six Months Ended April 30,                  % Net                    % Net          %
   ($ in millions)                 2012        Sales        2011        Sales        Change
   CooperVision                   $ 113.9          20 %    $ 100.7          19 %          13 %
. . .