Edgar Filing: COOPER COMPANIES INC

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED OCTOBER 31, 2001 COMMISSION FILE NO. 1-8597

THE COOPER COMPANIES, INC.
(Exact name of registrant as specified in its charter)

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

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

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

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Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered
Common Stock, $.10 Par Value, and New York Stock Exchange
associated Rights

Securities registered pursuant to Section 12(g) of the Act:
None

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, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

Aggregate market value of the voting stock held by non-affiliates of
the registrant as of December 31, 2001: Common Stock, $.10 Par Value -
$753,129,728.

Number of shares outstanding of the registrant's common stock, as of
December 31, 2001: 15,223,262.

Documents Incorporated by Reference:

Document Part of Form 10-K
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Portions of the Annual Report to Stockholders for the Parts I and II
fiscal year ended October 31, 2001
Portions of the Proxy Statement for the Annual Part III
Meeting of Stockholders to be held March 26, 2002

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PART I

Item 1. Business.

Introduction

The Cooper Companies, Inc. (the "Company," "Cooper" or "we" and similar
pronouns), through its principal subsidiaries, develops, manufactures and
markets healthcare products. CooperVision ("CVI") markets a broad range of
contact lenses to correct visual defects. It specializes in toric lenses that
correct astigmatism, cosmetic lenses that change the appearance of the color of
the eye, and other lenses primarily for the high value segment of the contact
lens market in attractive markets throughout the world. Its leading products are
disposable-planned replacement toric and spherical lenses. CooperSurgical
("CSI") markets diagnostic products, surgical instruments and accessories to the
women's healthcare market.

Forward-Looking Statements

Some of the information included in this report contains
"forward-looking statements" as defined by the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include certain statements
pertaining to our capital resources, performance or results of operations. In
addition, all statements regarding anticipated growth in our revenue, and
anticipated market conditions and results of operations are forward-looking
statements. To identify forward-looking statements, look for words like
"believes," "expects," "may," "will," "should," "seeks," "intends," "plans,"
"estimates" or "anticipates" and similar words or phrases. Discussions of
strategy, plans or intentions often contain forward-looking statements. These,
and all forward-looking statements, necessarily depend on assumptions, data or
methods that may be incorrect or imprecise.

Events, among others, that could cause actual results and future
actions to differ materially from those described by or contemplated in the
forward-looking statements include major changes in business conditions, a major
disruption in the operations of our manufacturing facilities, new competitors or
technologies, the impact of an undetected virus on our computer systems,
acquisition integration delays or costs, foreign currency exchange exposure,
investments in research and development and other start-up projects, dilution to
earnings per share from acquisitions or issuing stock, regulatory issues,
changes in tax laws, significant environmental cleanup costs above those
accrued, litigation costs including related settlements, costs of business
divestitures, the requirement to provide for a significant liability or to write
off significant assets, changes in accounting principles or estimates, and other
factors described in our Securities and Exchange Commission filings, including
the "Business" section in this Form 10-K for the year ended October 31, 2001 and
the related portions of the Company's 2001 Annual Report to Stockholders ("2001
Annual Report") incorporated here by reference. The 2001 Annual Report is
included as Exhibit 13 to this Form 10-K. We caution investors that
forward-looking statements reflect our analysis only on their stated date or the
date of this report. We disclaim any intent or obligation to update them except
as required by law.

General Description and Development of Businesses

The information required by this item is incorporated by reference to
the captions "To Our Shareholders" and "Business Reviews" in the 2001 Annual
Report.

Research and Development

Our Company-sponsored research and development expenditures during the
fiscal years ended October 31, 2001, 2000 and 1999 were $3.7 million, $2.7
million and $2 million, respectively. During fiscal 2001, CooperVision spent
about 60% and CooperSurgical spent about 40% of the total. We did not conduct
any customer-sponsored research and development programs.

Cooper employs 31 people in its research and development and
manufacturing engineering departments. Outside specialists in lens design,
formulation science, polymer chemistry, microbiology and biochemistry support
product development and clinical research for CVI products. CSI conducts
research and development in-house and also employs outside surgical specialists,
including members of its surgical advisory board.

Government Regulation

The U.S. Food and Drug Administration ("FDA"), other federal agencies
and foreign ministries of health regulate the development, testing, production
and marketing of the Company's products. The Federal Food, Drug and Cosmetic Act
and other statutes and regulations govern the testing, manufacturing, labeling,
storage, advertising and promotion of these products. If applicable regulations
are not followed, companies may be subject to fines, product recall or seizure,
suspension of production and criminal prosecution.

Cooper develops and markets medical devices under different levels of
FDA regulation depending on the classification of the device. Class III devices,
such as flexible and extended wear contact lenses, require extensive premarket
testing and approval, while Class I and II devices require substantially lower
levels of regulation.

Before a new contact lens can be sold commercially, CVI must complete
these steps: (1) compile data on its chemistry and toxicology, (2) determine its
microbiological profile and (3) define the proposed manufacturing process. This
data must be submitted to the FDA to support an application for an
Investigational Device Exemption. Once this is granted, clinical trials can
begin. These are subject to review and approval by an Institutional Review Board
and, where a lens is determined to have a significant risk, the FDA. After the
clinical trials are completed, a Premarket Approval Application must be
submitted and approved by the FDA.

In connection with some of Cooper's new products, we can submit an
expedited procedure known as a 510(k) application for premarket notification to
the FDA. Any product that can demonstrate that it is substantially equivalent to
another device marketed before May 28, 1976 can use this procedure. If the new
product is not substantially equivalent to a preexisting device or if the FDA
rejects a claim of substantial equivalence, FDA marketing approval requires
extensive preclinical and clinical testing, substantially increasing the cost
and delaying the time to market.

FDA and state regulations also require the Company to adhere to
applicable "good manufacturing practices" ("GMP"). They require detailed quality
assurance and record keeping and periodic unscheduled regulatory inspections.
The Company believes it is in compliance with GMP regulations.

Health authorities in foreign countries regulate Cooper's clinical
trials and medical device sales. The regulations vary widely from country to
country. Even if the FDA has approved a product, the regulatory agencies in each
country must approve new products before they are marketed.

These regulatory procedures require considerable resources and usually
result in a substantial delay between new product development and marketing.
Cooper cannot assure that all necessary approvals will be obtained, or obtained
in a timely manner. If the Company does not maintain compliance with regulatory
standards or if problems occur after marketing, product approval may be
withdrawn.

All of Cooper's currently marketed products have been cleared by all
appropriate regulatory agencies. None of our products are being marketed under
Investigative Device Exemptions.

In addition to FDA regulatory requirements, the Company also maintains
ISO 9000 certification and CE Mark approvals for all lens products. These
quality programs and approvals are required by the European Medical Device
Directive and must be maintained for all products intended to be sold in the
European market. In order to maintain these quality benchmarks, the Company is
subjected to rigorous biannual reassessment audits of its quality systems and
procedures.

Raw Materials

In general, CVI's raw materials consist of various polymers and
packaging materials. There are alternative supply sources of all them. Raw
materials used by CSI or its suppliers are generally available from more than
one source. However, because some products require specialized manufacturing
procedures, CSI could experience inventory shortages if it were required to use
an alternative manufacturer on short notice.

Marketing and Distribution

In the United States, Canada and some European countries, CVI markets
its products through its field sales representatives, who call on
ophthalmologists, optometrists, opticians and optical chains. In the United
States, field sales representatives also call on distributors. In Japan and
certain European countries, CVI uses distributors and has given them the
exclusive right to market our products. In the United States, CVI augments its
sales and marketing efforts with e-commerce, telemarketing and advertising in
professional journals.

CSI's products are marketed worldwide by a network of field sales
representatives and distributors. In the United States, Cooper augments its
sales and marketing activities with e-commerce, telemarketing, direct mail,
advertising in professional journals, and the use of a direct mail catalog.

Patents, Trademarks and Licensing Agreements

Cooper owns or licenses a variety of domestic and foreign patents,
which, in total, are material to its overall business. The names of certain of
Cooper's products are protected by trademark registrations in the United States
Patent and Trademark Office and, in some cases, also in foreign trademark
offices. Applications are pending for additional trademark registrations. Cooper
aggressively enforces and defends its patents and other proprietary technology.

No individual patent or license is material to the Company or either of
its principal subsidiaries other than the non-exclusive Patent License Agreement
(the "License Agreement") dated as of December 2, 1997, between Cooper and
Anthony Galley, Albert Moreland, Barry Bevis and Ivor Atkinson entered into in
connection with the Company's acquisition of Aspect Vision Care Limited. The
Agreement expires in January 2010. The Agreement relates to patents used by CVI
to produce a unique contact lens edge that provides superior comfort to the
wearer. The edge forms a part of CVI's products (both spherical and toric
lenses) that are manufactured using a cast molding technology in the Company's
Hamble, England, facility. These products constitute about 80% of the contact
lenses produced by CVI in 2001. The License Agreement has become material to the
Company because sales of products utilizing the patent have been introduced over
the past three to four years and are growing significantly faster than CVI's
other products.

Dependence on Customers

Neither of Cooper's business segments depends to any material extent on
any one customer or any one affiliated group of customers.

Government Contracts

Neither of our business units is materially subject to profit
renegotiation or termination of contracts or subcontracts at the election of the
United States government.

Competition

CVI and CSI each operate in a highly competitive environment.
Competition in the healthcare industry involves the search for technological and
therapeutic innovations in the prevention, diagnosis and treatment of disease.
Both of Cooper's businesses compete primarily on the basis of product quality
and differentiation, technological benefit, service and reliability

CVI
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A number of manufacturers compete in the worldwide market for contact
lenses, which was approximately $2.9 billion in 2001. The three largest are
Johnson & Johnson, CIBA Vision/Wesly Jessen (owned by Novartis, AG) and Bausch
& Lomb Incorporated.

CVI believes that it is the only contact lens manufacturer to use three
different manufacturing processes to produce its lenses (lathing, cast molding
and FIPS, a cost effective combination of lathing and molding). This
manufacturing flexibility allows CVI to develop more lens types for patients
than competitors (two week, monthly and quarterly disposability and custom toric
products for patients with high amount of astigmatism). This wider range of lens
parameters, promotes more successful fitting and better visual acuity, and
provides superior comfort through its use of the edge technology of the patents
covered by its License Agreement described under "Patents, Trademarks and
Licensing Agreement."

CVI sponsors clinical studies to generate medical information to
improve its lenses. Major competitors have greater financial resources and
larger research and development budgets and larger sales forces than CVI.

CVI also offers a high level of customer service, through its direct
sales organizations around the world who present its products to eyecare
professionals and through telephone sales and technical service representatives
who consult with eyecare professionals about the use of the Company's lens
products. CVI maintains high standards of product delivery time and overall
patient and practitioner satisfaction.

CVI competes primarily in specialty lens segments of the contact lens
market, including toric, cosmetic, multifocal and premium lenses. In 2001,
revenues of these segments totaled $770 million.

Toric lenses represented about $330 million of the total worldwide
market in 2001. CVI accounted for approximately $80 million, or about 25% of
this market segment. The toric market segment is highly competitive. CVI's
primary competitors in this segment are CIBA Vision/Wesley Jessen (owned by
Novartis AG) and Bausch & Lomb Incorporated, both of which are substantially
larger, with greater resources, than CVI. Competition in the toric market
segment is based primarily on how well lenses provide patients with successful
fits and acceptable visual acuity, through offering a wide range of lens
parameters, superior wearing comfort and, for both patients and contact lens
practitioners, a high level of customer service. CVI believes that its three
manufacturing processes allow it to develop a wider range of toric lens
parameters than its competitors, allowing for more successful fits and better

visual acuity, and providing superior comfort through its use of the edge
technology of the patents covered by its License Agreement described under
"Patents, Trademarks and Licensing Agreement.

CVI also competes with manufacturers of eyeglasses and with refractive
surgical procedures that correct visual defects. The Company believes that CVI
will continue to compete favorably against eyeglasses, particularly in markets
where the penetration of contact lenses in the vision correction market is low,
offering lens manufacturers an opportunity to gain market share. The Company
also believes that laser vision correction is not now a material threat to its
sales of contact lenses because each modality serves a different demographic
group. Contact lens sales are driven by the teen-aged market, when over 90% of
wearers begin their use. Refractive surgical procedures are primarily performed
on patients in their late thirties or early forties.

CSI
---
Competitive factors in women's healthcare, where CSI competes, include
technological and scientific advances, product quality, price, customer service
and effective communication of product information to physicians and hospitals.
This market is fragmented into a large number of smaller, technology driven
firms. Very few of these offer more than one or two of CSI's broad line of
products. Accordingly, none is a material competitor to CSI's business taken as
a whole. Most are privately owned or divisions of public companies including
manufacturers owned by companies with greater financial resources than Cooper.
CSI believes that it competes effectively with strong sales and marketing, the
technological advantages of its products and by developing new products,
including products developed for use in new medical procedures. CSI focuses on
distinct niche markets, supplying high quality diagnostic products, surgical
instruments and accessories, and in some cases offering all of the products
needed to complete a procedure. As CSI develops products, it offers training in
their use to the medical professionals who perform them. CSI believes that it is
favorably positioned to carry out these activities, given its strong marketing
arm and the relative breadth of its product offerings.

Backlog

Backlog is not a material factor in Cooper's businesses.

Seasonality

CVI's contact lens sales in the first fiscal quarter, which runs from
November 1 through January 31, are typically lower than subsequent quarters, as
patient traffic to practitioners' offices is relatively light during the holiday
season.

Compliance with Environmental Laws

Federal, state and local provisions that regulate the discharge of
materials into the environment, or relate to the protection of the environment,
do not currently materially affect Cooper's capital expenditures, earnings or
competitive position.

Working Capital

Cooper's businesses have not required any material working capital
arrangements in the past five years.

Financial Information about Business Segments, Geographic Areas, Foreign
Operations and Export Sales

The information required by this item is incorporated here by reference
to Note 12 "Business Segment Information" of Notes to Consolidated Financial
Statements of the Company included in the 2001 Annual Report.

Employees

On October 31, 2001, Cooper had approximately 2,400 employees. The
Company believes that its relations with its employees are good.

Item 2. Properties.

The following are Cooper's principal facilities as of October 31, 2001:

Approximate Owned
Floor Area or Lease
Location Operations (Sq. Ft.) Leased Expiration
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United States
Pleasanton, CA Executive Offices 13,700 Leased Sept. 2005
Lake Forest, CA Executive Offices
and CVI Offices 8,100 Leased Jan. 2005
Huntington Beach, CA CVI Manufacturing &
Technical Offices 20,600 Leased March 2002
Fairport, NY CVI Administrative
Offices & Marketing 23,500 Leased April 2003
Scottsville, NY CVI Manufacturing
and Research 49,500 Owned N/A
Henrietta, NY CVI Distribution
and Warehouse Facility 56,000 Leased Feb. 2003
Shelton, CT (1) CSI Manufacturing,
Research and
Development, Marketing,
Distribution and
Warehouse Facilities 35,000 Leased Dec. 2001
Canada
Markham, Ont. CVI Offices,
Manufacturing
Distribution and
Warehouse Facilities 23,000 Leased Feb. 2005
United Kingdom
Hamble, Hampshire, Aspect Manufacturing,
England Research and Development,
Marketing and Admin.
Offices 93,800 Owned N/A
Fareham, Hampshire, Manufacturing and
England Administrative 30,800 Leased Jan. 2018
Fareham, Hampshire, Manufacturing and
England Warehouse 27,100 Leased June 2018
Fareham, Hampshire, Manufacturing
England 33,000 Leased Sept. 2023

Finland
Helsinki Manufacturing and
Administrative 20,300 Owned N/A

Italy
Milan Warehouse and
Administrative 28,900 Leased Sept. 2006

(1) CSI renegotiated the Shelton lease and entered a lease to June 2011
for a 92,000 square foot facility in Trumbull, CT, prior to the end
of the fiscal year. The move was made from Shelton to Trumbull in
early fiscal 2002.

The Company believes its properties are suitable and adequate for its
businesses.

Item 3. Legal Proceedings.

The information required by this item is incorporated here by reference
to the heading "Pending Litigation" in Note 11 "Commitments and Contingencies"
in the 2001 Annual Report.

Item 4. Submission of Matters to a Vote of Security Holders.

During the fourth quarter of fiscal 2001, the Company did not submit
any matters to a vote of the Company's security holders.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

The following unregistered sales of securities by the Company occurred
during fiscal 2001. All such securities were issued in reliance upon the
exemption from registration contained in Section 4(2) of the Securities Act of
1933, as amended.

1. 162,290 shares of common stock, with a market value of $5.6
million at closing were issued from treasury stock on October 18,
2000 in connection with the Company's acquisition of MedaSonics,
Inc. On December 21, 2000, 12,604 shares and on October 24, 2001,
7,117 shares of common stock were issued from treasury stock in
connection with this acquisition. An additional 7,117 shares will
be issued on the second anniversary date of the acquisition.

2. On December 11, 2000, the Company converted (pound)8 million of
the earn-out payment due in connection with the Aspect
acquisition into a loan note of the Company, which was paid on
June 11, 2001, to a selling stockholder.

Additional information required by this item is incorporated here by
reference to "Quarterly Common Stock Price Range," "Corporate Information," and
the heading "Cash Dividends" in Note 8 "Stockholders' Equity" in the 2001 Annual
Report.

Item 6. Selected Financial Data.

The information required by this item is incorporated here by reference
to "Five Year Financial Highlights" in the 2001 Annual Report.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

The information required by this item is incorporated here by reference
to "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the 2001 Annual Report.

Item 7A. Quantitative and Qualitative Disclosure about Market Risk

The Company is primarily exposed to market risks that relate
principally to changes in interest rates and foreign currency fluctuations. The
Company's policy is to minimize, to the extent reasonable and practical, its
exposure to the impact of changing interest rates and foreign currency
fluctuations by entering into interest rate swaps and foreign currency forward
exchange contracts, respectively. The Company does not enter into derivative
financial instrument transactions for speculative purposes. Additional
information for this item is incorporated here by reference to "Derivatives" in
Note 1 "Summary of Significant Accounting Policies" and in Note 7 "Financial
Instruments" in the 2001 Annual Report.

Long-term Debt

Total debt increased to $68.8 million at October 31, 2001 from $48.4
million at October 31, 2000, primarily to fund payments for acquisitions
totaling $48.2 million. Our KeyBank line of credit was utilized for the
additional funding requirements.

October 31, 2001 October 31, 2000
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(In millions)

Short term $ 8.2 $ 8.1
Long term 60.6 40.3
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Total $68.8 $48.4
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As of October 31, 2001, the scheduled maturities of each of the
Company's fixed and variable rate long-term debt obligations (excluding
capitalized leases), their weighted average interest rates and their estimated
fair values were as follows:

Expected Maturity Date - Fiscal Year
---------------------------------------------------------------------------
There- Fair
2002 2003 2004 2005 2006 after Total Value
---- ---- ---- ---- ---- ------ ----- -----

($ in Millions)
Long-term debt:
Fixed interest rate $ - $20.7 $ - $ - $ - $ - $20.7 $20.7
Average interest rate 8.0% 8.0%
Variable interest rate $0.5 $4.2 $0.6 $0.6 $29.7 $0.9 $36.5 $36.5
Average interest rate 4.3% 4.2% 4.1% 4.1% 4.1% 5.0%

Interest Rate Exposures

The Company enters into interest rate swap agreements to minimize the
impact of changes in interest rates on its variable rate long-term debt
obligations. The Company currently has two interest rate swap agreements for
$2.2 million and (pound)2.5 million of its outstanding variable rate debt
obligations. These instruments have the effect of converting variable rate
instruments to fixed rate instruments. The swaps fix the interest rate at 4.9%
on $2.2 million variable-rate debt due January 2012 and at 7.1% on (pound)2.5
million variable rate due April 2003. The table below shows the notional amount
and weighted average interest rates of each of the Company's interest rate swaps
by maturity. The receive rate is based on October 31, 2001 rate, and projected
based on the consumer price index. Notional amounts are used to calculate the
contractual payments to be made under the contracts.

Notional Amounts Maturing in Fiscal Year
--------------------------------------------------------------------------
There-
2002 2003 2004 2005 2006 after Total Value
---- ---- ---- ---- ---- ------ ----- -----

($ in Millions)
Interest rate swaps:
Variable to fixed $0.3 $0.3 $0.3 $0.3 $0.3 $0.7 $2.2 $0.2
Average pay rate 4.9% 4.9% 4.9% 4.9% 4.9% 4.9% 4.9%
Average receive rate 2.6% 2.7% 2.8% 2.8% 2.9% 3.2% 3.0%
Variable to fixed $ - $3.6 $ - $ - $ - $ - $3.6 $0.2
Average pay rate 7.1% 7.1%
Average receive rate 5.5% 5.6% 5.5%

Foreign Currency Exposures

The Company uses forward exchange contracts to minimize the effect of
foreign currency fluctuations on its intercompany receivables denominated in
Canadian dollars and its long-term debt obligations denominated in Great Britain
Pounds ("GBP"), incurred to fund a portion of the Company's acquisition of
Aspect Vision Care Ltd. The following table provides information on the
Company's foreign currency forward exchange contracts. The information is
provided in U.S. Dollar equivalent amounts, which is the way it is presented in
the Company's financial statements. The table shows the notional amounts at the
contract exchange rates and the weighted average contractual foreign currency
exchange rates by expected maturity dates.

Notional Amounts Maturing in Fiscal Year
------------------------------------------------------------
2002 2003 Thereafter Total Fair Value
---- ---- ---------- ----- ----------

Foreign contracts to buy GBP:
Notional amount (in millions) $ 5.6 $ 23.4 $ - $ 29.0 $ 4.2
Average contractual exchange rate $ 1.63 $ 1.63 $ - $ 1.63
Foreign contracts to sell Canadian $:
Notional amount (in millions) $ 2.2 $ - $ - $ 2.2 $ -
Average contractual exchange rate: $ 0.63 $ - $ - $ 0.63

Item 8. Financial Statements and Supplementary Data.

The information required by this item is incorporated here by reference
to "Consolidated Balance Sheets," "Consolidated Statements of Income,"
"Consolidated Statements of Cash Flows," "Consolidated Statements of
Comprehensive Income," "Notes to Consolidated Financial Statements,"
"Independent Auditors' Report" and "Two Year Quarterly Financial Data" in the
2001 Annual Report.

Item 9. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

Not applicable.

PART III

Item 10. Directors and Executive Officers of the Registrant.

The information included under the heading "Election of Directors" and
"Executive Officers of the Company" in the Company's Proxy Statement for the
Annual Meeting of Stockholders to be held on March 26, 2002 (the "2002 Proxy
Statement") is incorporated by reference for each of the Company's directors and
the executive officers who are not also directors of the Company.

Item 11. Executive Compensation.

The information included under the subheadings "Executive Compensation"
and "Compensation of Directors" of the "Election of Directors" section of the
2002 Proxy Statement is incorporated by reference for the Company's chief
executive officer, the four other most highly compensated executive officers of
the Company and the Company's directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The information included under the subheadings "Securities Held by
Management" and "Principal Security Holders" of the "Election of Directors"
section of the 2002 Proxy Statement is incorporated by reference with respect to
certain beneficial owners, the directors and management.

Item 13. Certain Relationships and Related Transactions.

Not applicable.

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a) Documents filed as part of this report:

1. Accountants' Consent and Report on Schedule.

2. Financial Statement Schedule of the Company.

Schedule
Number Description
------ -----------
Schedule II Valuation and Qualifying Accounts

3. Exhibits

The exhibits listed on the accompanying Exhibit Index are
filed as part of this report.

All other schedules which are included in the applicable
accounting regulations of the Securities and Exchange Commission
are not required here because they are not applicable.

(b) Reports filed on Form 8-K:

Cooper filed the following reports on Form 8-K during the
period August 1, 2001 through October 31, 2001.

September 6, 2001 -- Item 5. Other Events.

ACCOUNTANTS' CONSENT AND REPORT ON SCHEDULE

The Board of Directors
THE COOPER COMPANIES, INC.

Under date December 10, 2001, we reported on the consolidated balance
sheets of The Cooper Companies, Inc. and subsidiaries (the "Company") as of
October 31, 2001 and 2000, and the related consolidated statements of income,
comprehensive income and cash flows for each of the years in the three-year
period ended October 31, 2001, which are incorporated herein by reference. In
connection with our audits of the aforementioned consolidated financial
statements, we also audited the related consolidated financial statement
schedule as listed in Item 14 of the Annual Report on Form 10-K. This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement schedule
based on our audits. In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.

We consent to incorporation by reference in Registration Statement Nos.
33-50016, 33-11298, 333-22417, 333-25051, 333-27639, 333-40431, 333-80795,
333-48152 and 333-34206 on Forms S-3 and Registration Statement Nos. 333-10997,
33-27938, 33-36325, 33-36326, 333-58839 and 333-67954 on Forms S-8 of The Cooper
Companies, Inc. of our reports dated December 10, 2001, relating to the
consolidated balance sheets of The Cooper Companies, Inc. and subsidiaries as of
October 31, 2001 and 2000 and the related consolidated statements of income,
comprehensive income and cash flows for each of the years in the three-year
period ended October 31, 2001, and related schedule, which reports appear in or
are incorporated by reference to the October 31, 2001 Annual Report on Form 10-K
of The Cooper Companies, Inc.

KPMG LLP

San Francisco, California
January 25, 2002

SCHEDULE II

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Three Years Ended October 31, 2001

Additions
Balance at Charged to (Deductions)/ Balance
Beginning Costs and Recoveries/ at End
of Year Expenses Other (1) of Year
------- -------- --------- -------
(In thousands)

Allowance for doubtful accounts:

Year ended October 31, 2001.................... $ 2,440 $ 251 $ (725) $ 1,966
======== ======= ======= ========

Year ended October 31, 2000.................... $ 1,136 $ 426 $ 878 $ 2,440
======== ======= ======= ========

Year ended October 31, 1999.................... $ 1,087 $ 321 $ (272) $ 1,136
======== ======= ======= ========

(1) Consists of additions representing acquired allowances and recoveries,
less deductions representing receivables written off as uncollectible.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on January 25, 2002.

THE COOPER COMPANIES, INC.

By: /s/ A. THOMAS BENDER
----------------------------
A. Thomas Bender
President, Chief Executive
Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the dates set forth opposite their
respective names.

Signature Capacity Date
--------- -------- -----

/s/ ALLAN E. RUBENSTEIN, M.D. Chairman of the Board of Directors January 25, 2002
----------------------------------------
(Allan E. Rubenstein)

/s/ A. THOMAS BENDER President, Chief Executive Officer January 25, 2002
----------------------------------------- and Director
(A. Thomas Bender)

/s/ ROBERT S. WEISS Executive Vice President, Treasurer, January 25, 2002
------------------------------------------ Chief Financial Officer and Director
(Robert S. Weiss)

/s/ STEPHEN C. WHITEFORD Vice President and Corporate January 25, 2002
------------------------------------------- Controller
(Stephen C. Whiteford)

/s/ MICHAEL H. KALKSTEIN Director January 25, 2002
-------------------------------------------
(Michael H. Kalkstein)

/s/ MOSES MARX Director January 25, 2002
-------------------------------------------
(Moses Marx)

/s/ DONALD PRESS Director January 25, 2002
-------------------------------------------
(Donald Press)

/s/ STEVEN ROSENBERG Director January 25, 2002
--------------------------------------------
(Steven Rosenberg)

/s/ STANLEY ZINBERG, M.D. Director January 25, 2002
--------------------------------------------
(Stanley Zinberg)

EXHIBIT INDEX

Location of
Exhibit in
Exhibit Sequential
Number Description of Document Number System
------ ----------------------- -------------

2.1 - Umbrella Agreement dated November 1997 among the Agent, Aspect Vision
Holdings Limited and The Cooper Companies, Inc., incorporated by
reference to Exhibit 2.1 to the Company's Current Report on Form 8-K
dated December 2, 1997 ................................................

2.2 - Agreement for the sale and purchase of the entire issued share capital
of New Focus Health Care Limited dated November 1997 among the Agent,
Aspect Vision Holdings Limited, The Cooper Companies, Inc. and the
former stockholders of New Focus Health Care Limited, incorporated by
reference to Exhibit 2.2 to the Company's Current Report on Form 8-K
dated December 2, 1997.................................................

2.3 - Agreement for the sale and purchase of 34.17% of the issued share
capital of Aspect Vision Care Limited dated November 1997 among Aspect
Vision Holdings Limited, The Cooper Companies, Inc. and the former
stockholders of Aspect Vision Care Limited, incorporated by reference
to Exhibit 2.3 to the Company's Current Report on Form 8-K dated
December 2, 1997.......................................................

2.4 - Agreement for the sale and purchase of the entire issued share capital
of Contact Lens Technologies Limited dated November 1997 among Aspect
Vision Holdings Limited, The Cooper Companies, Inc. and the former
stockholders of Contact Lens Technologies Limited, incorporated by
reference to Exhibit 2.4 to the Company's Current Report on Form 8-K
dated December 2, 1997.................................................

2.5 - Agreement for the sale and purchase of 32.06% of the issued capital of
Aspect Vision Italia S.R.L. dated November 1997 among Aspect Vision
Holdings Limited, The Cooper Companies, Inc. and the former
stockholders of Aspect Vision Italia S.R.L., incorporated by reference
to Exhibit 2.5 to the Company's Current Report on Form 8-K dated
December 2, 1997.......................................................

3.1 - Restated Certificate of Incorporation, as partially amended,
incorporated by reference to Exhibit 4(a) to the Company's Registration
Statement on Form S-3 (No. 33-17330) and Exhibits 19(a) and 19(c) to
the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 30, 1988...................................................

3.2 - Certificate of Amendment of Restated Certificate of Incorporation dated
September 21, 1995 incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended October
31, 1995 3.3 - Amended and Restated By-Laws dated December 16, 1999,
incorporated by reference to Exhibit 3.3 to the Company's Annual Report
on Form 10-K for the fiscal year ended October 31, 1999................

3.3 - Amended and Restated By-Laws dated December 16, 1999, incorporated by
reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1999.............................

3.4 - Certificate of Amendment of Certificate of Incorporation dated May 24,
2000 ..................................................................

4.1 - Certificate of Elimination of Series A Junior Participating Preferred
Stock of The Cooper Companies, Inc. filed with the Delaware Secretary
of State on October 30, 1997, incorporated by reference to Exhibit 4.1
on Form 10-K for fiscal year ended October 31, 1997....................

4.2 - Rights Agreement, dated as of October 29, 1997, between the Company and
American Stock Transfer & Trust Company, incorporated by reference to
Exhibit 4.0 to the Company's Current Report on Form 8-K dated October
29, 1997 ..............................................................

4.3 - Amendment No. 1 to Rights Agreement dated September 26, 1998,
incorporated by reference to Exhibit 99.1 of the Company's Current
Report on Form 8-K dated September 25, 1998............................

4.4 - Certificate of Designations of Series A Junior Participating Preferred
Stock of The Cooper Companies, Inc., incorporated by reference to
Exhibit 4.0 of the Company's Current Report on Form 8-K dated October
29, 1997 ..............................................................

Location of
Exhibit in
Exhibit Sequential
Number Description of Document Number System
------ ----------------------- -------------

10.1 - 2001 Long-term Incentive Plan, incorporated by reference to Exhibit
10.8 of the Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 2000.................................................

10.2 - Severance Agreement entered into as of June 10, 1991, by and between
CooperVision, Inc. and A. Thomas Bender, incorporated by reference to
Exhibit 10.26 to Amendment No. 1 to the Company's Annual Report on Form
10-K for the fiscal year ended October 31, 1992........................

10.3 - Letter dated March 25, 1994, to A. Thomas Bender from the Chairman of
the Compensation Committee of the Company's Board of Directors,
incorporated by reference to Exhibit 10.4 to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1994.........

10.4 - Severance Agreement entered into as of April 26, 1990, by and between
Nicholas J. Pichotta and the Company incorporated by reference to
Exhibit 10.8 to the Company's Annual Report on Form 10-K for fiscal
year ended October 31, 1995............................................

10.5 - Letter Agreement dated November 1, 1992, by and between Nicholas J.
Pichotta and the Company incorporated by reference to Exhibit 10.9 to
the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1995 ......................................................

10.6 - Severance Agreement entered into as of August 21, 1989, by and between
Robert S. Weiss and the Company, incorporated by reference to Exhibit
10.28 to Amendment No. 1 to the Company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1992.............................

10.7 - Agreement dated as of September 28, 1993, among Medical Engineering
Corporation, Bristol-Myers Squibb Company and the Company, incorporated
by reference to Exhibit 10.1 to the Company's Current Report on Form
8-K dated October 1, 1993..............................................

10.8 - Change in Control Agreement dated as of October 14, 1999, between The
Cooper Companies, Inc. and Carol R. Kaufman, incorporated by reference
to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1999.....................................

10.9 - Instrument constituting up to 'L'15,000,000 of 8 percent fixed rate
guaranteed secured loan notes, dated 1997, incorporated by reference to
Exhibit 99.1 to the Company's Current Report on Form 8-K dated December
2, 1997 ...............................................................

10.10 - Third Party Charge Over Shares dated 1997 between Anthony Galley and
The Cooper Companies, Inc., incorporated by reference to Exhibit 99.2
to the Company's Current Report on Form 8-K dated December 2, 1997.....

10.11 - Earn Out Agreement dated November 1997, entered into in connection with
the Company's acquisition of Aspect, between Anthony Galley, Aspect
Vision Holdings Limited and The Cooper Companies, Inc., incorporated by
reference to Exhibit 99.3 to the Company's Current Report on Form 8-K
dated December 2, 1997 ................................................

10.12 - 1996 Long-term Incentive Plan for Non-Employee Directors of The Cooper
Companies, Inc., incorporated by reference to Appendix A to the
Company's Proxy Statement for its 1996 Annual Meeting of Stockholders..

10.13 - Amendment No. 1 to 1996 Long-term Incentive Plan for Non-Employee
Directors of The Cooper Companies, Inc., dated October 10, 1996,
incorporated by reference to Exhibit 10.14 to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1996.........

10.14 - Amendment No. 2 to 1996 Long-term Incentive Plan for Non-Employee
Directors of The Cooper Companies, Inc., dated October 29, 1997,
incorporated by reference to Exhibit 10.15 to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1997.........

10.15 - Amendment No. 3 to 1996 Long-term Incentive Plan for Non-Employee
Directors of The Cooper Companies, Inc., dated October 29, 1999........

10.16 - Amendment No. 4 to 1996 Long-term Incentive Plan for Non-Employee
Directors of The Cooper Companies, Inc., dated October 24, 2000........

Location of
Exhibit in
Exhibit Sequential
Number Description of Document Number System
------ ----------------------- -------------

10.17 - Amendment No. 5 to the 1996 Long-term Incentive Plan for Non-employee
Directors of The Cooper Companies, Inc. .............................
...............................

10.18(a) - Patent License Agreement dated December 2, 1997 between Anthony David
Galley and others and CooperVision, Inc., incorporated by reference
to Exhibit 10.11 of the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended April 30, 2001

11(b) - Calculation of Earnings per share....................................

13 - 2001 Annual Report to Stockholders. The following portions of such
report are incorporated by reference in this document and are deemed
"filed." Letter to Shareholders, the additional business review
section and Financial Section which includes: Five Year Financial
Highlights, Two Year Quarterly Information, Quarterly Common Stock
Price Range, Management's Discussion and Analysis of Financial
Condition and Results of Operations, the Consolidated Financial
Statements and the Notes thereto, Corporate Information and the
Independent Auditors' Report ........................................

21 - Subsidiaries.........................................................

(a) The agreement received confidential treatment from the Securities and
Exchange Commission with respect to certain portions of this Exhibit.
Omitted portions have been filed separately with The Commission.

(b) The information required in this exhibit is incorporated here by reference
to Note 4, "Earnings Per Share," in the 2001 Annual Report.

STATEMENT OF DIFFERENCES

The trademark symbol shall be expressed as...........................'TM'
The registered trademark symbol shall be expressed as................'r'
The British pound sterling sign shall be expressed as................ 'L'