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.

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

• Acquisition integration delays or costs or the requirement to record significant adjustments to the preliminary fair value of assets acquired and liabilities assumed within the measurement period.

• 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.

• 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.

• 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.

• 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, 2012, 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.

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 United States debt and uncertainty surrounding employment, housing and credit concerns together with the European debt crisis and related foreign currency volatility, particularly the yen and the euro, impact our current performance and continue to represent a risk to our performance for fiscal year 2013 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 silicone hydrogel Aquaform® technology and phosphorylcholine (PC) 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 introduce 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. 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. CooperVision markets monthly and two-week silicone hydrogel spherical and toric lens products under our Biofinity® and Avaira® brands and a multifocal lens under Biofinity. In the second half of fiscal 2012, CooperVision initiated limited marketing of our first silicone hydrogel single-use spherical lens in selected European markets. Competitive silicone hydrogel single-use lens products are gaining market share and represent a risk to our business. We believe that the global market for single-use contact lenses is expanding and will continue to grow. We forecast increasing demand for our existing and future single-use products. To meet this anticipated demand, in fiscal 2013 and 2014, we plan to implement capital projects to invest in increased single-use manufacturing capacity.
In fiscal 2012, we launched Proclear® 1 Day multifocal. We are also in the process of developing a number of new contact lens products to enhance CooperVision's worldwide product lines. New products planned for introduction over the next two years include new lens designs including single-use lenses and additional lenses utilizing silicone hydrogel materials.
In the United States market, we are working to build the Avaira brand that was relaunched in May 2012 after being subject to a recall announced in August 2011. We are continuing to roll-out both new and replacement Avaira Toric fitting sets. As of the end of the fiscal first quarter of 2013, all of the fitting sets related to the recall have been replenished

in the market. Replacement fitting sets are expensed directly in the fiscal period they are returned to the market as compared to new fitting sets that are capitalized and amortized over the estimated useful life. 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 companies and products that complement its business model. We intend to continue to invest in CooperSurgical's business through acquisitions of companies and product lines. CooperSurgical services three categories within the women's healthcare market based on the point of healthcare delivery. Products used in surgical procedures represent 32% of CooperSurgical's revenue and products used by obstetricians and gynecologists (ob/gyns) in their medical offices represent 38%. Products used in fertility clinics now represent 30% of CooperSurgical's revenue up from 7% in the prior year period due to the July 2012 acquisition of Origio, a global in-vitro fertilization medical device company. Origio is dedicated to making fertility treatment safer, more efficient and convenient.
As part of the new health care reform law, a 2.3% excise tax on any entity that manufactures or imports medical devices offered for sale in the United States, with limited exceptions, became effective January 1, 2013. CooperVision's products are not subject to this new tax because contact lenses are excluded from the tax. However, United States sales of CooperSurgical's products are subject to this new tax which is primarily recorded in selling, general and administrative expense on the Statement of Income.
At January 31, 2013, we had $624.0 million available under the amended 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.
Selected Statistical Information - Percentage of Sales and Growth

                                                         Percentage of Sales            Growth
                                                                                     2013 vs 2012
Three Months Ended January 31,                           2013            2012          % Change
Net sales                                                 100 %            100 %         16 %
Cost of sales                                              37 %             35 %         21 %
Gross profit                                               63 %             65 %         14 %
Selling, general and administrative expense                40 %             40 %         14 %
Research and development expense                            4 %              4 %         20 %
Amortization of intangibles                                 1 %              2 %         33 %
Operating income                                           18 %             19 %         11 %

Net Sales
Cooper's two business units, CooperVision and CooperSurgical, generate all of its sales.
• CooperVision develops, manufactures and markets a broad range of soft contact lenses for the worldwide vision correction market.

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

                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations




Our consolidated net sales grew by $53.7 million or 16% in the three months
ended January 31, 2013:
Three Months Ended January 31,
($ in millions)                    2013       2012      % Change
CooperVision                     $ 301.4    $ 268.9        12 %
CooperSurgical                      78.4       57.2        37 %
                                 $ 379.8    $ 326.1        16 %

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.

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 Biofinity brand silicone hydrogel spherical, toric and multifocal contact lenses, Avaira brand spherical and toric products and our silicone hydrogel single-use product 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.

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 net sales growth included increases in single-use spheres up 8%, representing 22% of net sales. Total toric lenses grew 12% and were 30% of net sales, and multifocal lenses grew 31% to 9% of net sales up from 8% in the prior year period. Silicone hydrogel products grew 38% worldwide and represented 40% of net sales up from 32% in the prior year period. Proclear product sales grew 7% as compared to the prior year period and represented 25% of net sales down from 26% in the prior year. Older conventional lens products declined 14% and represented 3% of net sales, down from 4% in the prior year period.

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
Three Months Ended January 31,
($ in millions)                    2013       2012      % Change
Americas                         $ 125.0    $ 106.0        18 %
EMEA                               101.9       95.4         7 %
Asia Pacific                        74.5       67.5        10 %
                                 $ 301.4    $ 268.9        12 %

CooperVision's worldwide net sales grew 12% in the period-to-period comparison. Americas net sales grew 18%, primarily due to market gains of CooperVision's silicone hydrogel contact lenses along with single-use sphere and multifocal products. EMEA net sales increased 7% in the period driven by sales of silicone hydrogel lenses and single-use sphere and multifocal products. Net sales to the Asia Pacific region grew 10%, primarily due to sales growth of silicone hydrogel lenses and single-use lenses as sales in the fiscal period were negatively impacted due to the weakening of the Japanese yen compared to the United States dollar.
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. 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 37% in the period-to-period comparison to $78.4 million with net sales growth excluding acquisitions of 1%. Origio net sales of $20.9 million are included in the current year period and our global fertility business now represents 30% of net sales compared to 7% in the prior year period. Sales of products used in surgical procedures grew 9% and now represent 32% of CooperSurgical's net sales compared to 40% in the prior year period. CooperSurgical's sales primarily comprise women's healthcare products used in fertility procedures and by gynecologists and obstetricians in surgical procedures and in the office. 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 Ended January 31,         2013    2012
CooperVision                            63 %    64 %
CooperSurgical                          64 %    67 %
Consolidated                            63 %    65 %

The decrease in CooperVision's gross margin is largely attributable to product mix and currency. Sales of our lower margin Avaira family of products grew in the current year period as we continued the relaunch of products that compete in the two-week modality market. Gross margin was also impacted by the weakening of the Japanese yen as compared to the United States dollar in the current year period resulting in lower revenue on products sold in Japan. We expect the growth of the Avaira family and the weakening of the yen to provide headwinds for gross margin during the remainder of fiscal 2013. Increased sales of higher margin Biofinity products partially offset the impact of product mix on gross margin in the current year period as did the revised royalty rate on our silicone hydrogel products which was effective January 1, 2013.
The decrease in CooperSurgical's gross margin is largely attributable to product mix, including increased sales of lower margin equipment as compared to higher margin consumable products, and sales of lower margin Origio fertility products that were not in the prior year period. Sales of higher margin products used in surgical procedures represented 32% of net sales in the current year period compared to 40% in the prior year period as sales of lower margin fertility products now represent 30% of net sales compared to 7% in the prior year period.

                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations




Selling, General and Administrative Expense (SGA)
Three Months Ended January 31,              % Net               % Net       %
($ in millions)                    2013     Sales      2012     Sales    Change
CooperVision                     $ 108.6      36 %   $ 102.4      38 %      6 %
CooperSurgical                      29.8      38 %      19.3      34 %     54 %
Headquarters                        12.3     N/A        10.0     N/A       22 %
                                 $ 150.7      40 %   $ 131.7      40 %     14 %

The 6% increase in CooperVision's SGA in absolute dollars in the fiscal 2013 period as compared to the fiscal 2012 period is primarily due to our investment in sales and marketing, including increased headcount, to reach new customers and to promote our silicone hydrogel products as well as costs related to the relaunch of our Avaira family of products.
The 54% increase in CooperSurgical's SGA in absolute dollars as well as the increase as a percentage of net sales in the fiscal 2013 period as compared to the fiscal 2012 period are primarily due to operating expenses related to Origio including approximately $0.6 million of acquisition costs. Along with the acquisition and integration activities related to Origio, CooperSurgical continues to invest in sales activities to promote our products, with emphasis on products used in surgical procedures, and to support anticipated further growth. On January 1, 2013 the new medical device excise tax became effective on sales of CooperSurgical's products in the United States and contributed $0.2 million to SGA growth in the current year period.
Corporate headquarters' SGA increased 22% in absolute dollars in the fiscal 2013 period primarily due to share-based compensation costs and bonus accruals.

Research and Development Expense
Three Months Ended January 31,              % Net               % Net       %
($ in millions)                   2013      Sales     2012      Sales    Change
CooperVision                     $ 10.5      3 %     $  9.6      4 %        8 %
CooperSurgical                      3.2      4 %        1.8      3 %       80 %
                                 $ 13.7      4 %     $ 11.4      4 %       20 %

The increase in CooperVision's research and development expense in absolute dollars in the fiscal 2013 period is primarily due to investments in new technologies, clinical trials and increased headcount. CooperVision's research and development activities primarily include programs to develop new single-use lenses and additional lenses utilizing silicone hydrogel materials. CooperSurgical research and development expense increased in absolute dollars and as a percentage of net sales in the fiscal 2013 period as compared to prior year period primarily due to the addition of Origio's in-vitro fertilization product development and investments in the design and upgrade of surgical procedure devices.
Amortization Expense
The increase of 33% in amortization expense as compared to the prior year period is primarily due to intangible assets from acquisitions including the acquisition of Origio in July 2012.

                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations




Operating Income
Three Months Ended January 31,              % Net               % Net       %
($ in millions)                    2013     Sales      2012     Sales    Change
CooperVision                     $ 67.1       22 %   $ 56.1       21 %     20  %
CooperSurgical                     14.0       18 %     15.6       27 %    (10 )%
Headquarters                      (12.3 )    N/A      (10.0 )    N/A      (22 )%
                                 $ 68.8       18 %   $ 61.7       19 %     11  %

The increase in consolidated operating income in the fiscal 2013 period in absolute dollars was primarily due to the increase in gross profit of 14%, partially offset by the increase in operating expenses of 15%. CooperSurgical's operating income in the current year three-month period decreased in absolute dollars and as a percentage of sales due to operating expenses related to the acquisition of Origio, primarily the increases in amortization expense and research and development expenses for in-vitro fertilization product development.
Interest Expense
Interest expense in the fiscal first quarter of 2013 was $2.6 million representing a 30% decrease from the prior year period. The decrease primarily reflects lower average debt in the current period. Insurance Proceeds
On October 28, 2011, a manufacturing building in the UK experienced an incident in which a pipe broke in our fire suppression system, causing water and fire retardant foam damage to the facility. While this incident did not impact our existing customers, the repairs to the facility and resultant decrease in manufacturing capacity impacted the timing of marketing initiatives to generate additional sales. In January 2013, we resolved our business interruption claim with our insurer for a total of $19.1 million. We received a payment of $5.0 million in our fiscal fourth quarter of 2012. In our fiscal first quarter of 2013, we recorded the remaining $14.1 million of which we received payment of $2.9 million during the fiscal period and payment of the remaining $11.2 million in our subsequent fiscal second quarter. Share Repurchase
In December 2011, we announced a $150.0 million share repurchase plan and in December 2012 the total authorized repurchase amount was increased to $300.0 million both authorized by the Company's Board of Directors. During the fiscal first quarter of 2013, the Company repurchased 460 thousand shares of our common stock for $44.4 million at an average purchase price of $96.34. During the fiscal first quarter of 2012, the Company repurchased 663 thousand shares of our common stock for $46.1 million at an average purchase price of $69.60. As of January 31, 2013, the Company had remaining authorization to repurchase about $184.5 million of our common stock. See Note 9 for additional information. Other Income, Net
Three Months Ended January 31,

($ in millions)                   2013     2012
Foreign exchange gain            $ 0.5    $ 0.2
Other, net                         0.1      0.5
                                 $ 0.6    $ 0.7

Provision for Income Taxes . . .