<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    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, 2002 COMMISSION FILE NO. 1-8597

                                   ----------

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

                                   ----------

          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)

                                   ----------

           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. [_]

          Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [X] No [_]

          Aggregate market value of the voting stock held by non-affiliates of
the registrant as of December 31, 2002: Common Stock, $.10 Par Value -
$767,320,541.

          Number of shares outstanding of the registrant's common stock, as of
December 31, 2002: 30,906,248.

                      Documents Incorporated by Reference:

                       Document                                Part of Form 10-K
Portions of the Annual Report to Stockholders for the            Parts I and II
  fiscal year ended October 31, 2002
Portions of the Proxy Statement for the Annual                   Part III
  Meeting of Stockholders scheduled to be held March 25, 2003

================================================================================



 


<PAGE>


                                     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") develops, manufactures and markets a broad range
of contact lenses for the worldwide vision care market. It specializes in toric
lenses that correct astigmatism, cosmetic lenses that change the appearance of
the color of the eye, and other lenses, primarily high growth, specialty and
value added market segments around the world. Its leading products are
disposable and planned replacement toric and spherical lenses. CooperSurgical
("CSI") markets medical devices, diagnostic products, surgical instruments and
accessories used primarily by gynecologists and obstetricians.

Forward-Looking Statements

          Some of the information included in this Form 10-K contains
"forward-looking statements" as defined by the Private Securities Litigation
Reform Act of 1995. The forward-looking statements include certain statements
pertaining to our capital resources, performance and results of operations. In
addition, all statements regarding anticipated growth in our revenue,
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
forward-looking statements include major changes in business conditions, a major
disruption in the operations of our manufacturing facilities, new competitors or
technologies, significant delays in new product introductions, the impact of an
undetected virus on our computer systems, acquisition integration delays or
costs, increases in interest rates, 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, changes in geographical profit mix effecting tax rates,
significant environmental cleanup costs above those already accrued, litigation
costs including any related settlements or judgments, cost of business
divestitures, the requirement to provide for a significant liability or to write
off a significant asset, changes in accounting principles or estimates, and
other factors described in our Securities and Exchange Commission filings,
including the "Business" section in this 10-K for the year ended October 31,
2002 and the related portions of the Company's 2002 Annual Report to
Stockholders ("2002 Annual Report") incorporated herein by reference. 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.

General Description and Development of Businesses

          The information required by this item is incorporated by reference to
the captions "To Our Shareholders" and "Business Review" in the 2002 Annual
Report.


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<PAGE>

Research and Development

          Our Company-sponsored research and development expenditures during the
fiscal years ended October 31, 2002, 2001 and 2000 were $4.3 million, $3.7
million and $2.7 million, respectively. During fiscal 2002, CooperVision spent
about 66% and CooperSurgical spent about 34% of the total. We did not conduct
any customer-sponsored research and development programs.

          Cooper employs 58 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 various 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.

          Both CVI and CSI develop and market 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 clearance 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 may be marketed there.

          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


                                       3



 


<PAGE>

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

          CVI's raw materials primarily consist of various chemicals and
packaging materials. There are alternative supply sources for each of them. Raw
materials used by CSI 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, United Kingdom, Italy, Spain, France,
Holland, Sweden, Finland, Norway, Australia and South Africa, CVI markets its
products through its field sales representatives, who call on optometrists,
ophthalmologists, opticians and optical chains. In the United States, field
sales representatives also call on distributors. In Japan and other countries
outside North America, CVI uses distributors and has given most of 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, CSI 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 intellectual property rights.

          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 and Norfolk, Virginia, USA facilities. Sales of these products
constituted about 50% of the contact lenses sold by CVI in 2002.


                                       4



 


<PAGE>

          In connection with the Company's acquisition of Biocompatibles Eye
Care, Inc., we received a royalty-free license. The license agreement related to
products manufactured by CVI using the proprietary phosphorylcholine ("PC")
technology patents. Our Proclear Compatibles brand of sphere and toric soft
contact lenses are manufactured using this PC technology.

          In addition to trademarks and patent licenses, the Company owns
certain trade secrets, copyrights, know-how and other intellectual property.

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 medical device 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

          A number of manufacturers compete in the worldwide market for contact
lenses, which was approximately $3.1 billion in 2002. The three largest are
Johnson & Johnson, CIBA Vision/Wesley Jessen (owned by Novartis AG) and Bausch &
Lomb Incorporated.

          The contact lens market has two major segments. The larger segment is
lenses that only correct near- and farsightedness (the "commodity" segment). The
smaller segment is lenses that address special needs of contact lens patients
(the "specialty" segment). CooperVision competes successfully in the contact
lens market primarily through its ability to market specialty contact lenses,
although it also markets commodity lenses in order to satisfy customer demand in
certain areas. The specialty lens segment includes toric, cosmetic, multifocal
and premium lenses. In 2002, revenue of this specialty segment totaled about
$820 million. Approximately 70 percent of CVI's sales are specialty lenses.

          To compete successfully in the contact lens market, companies must
market differentiated products priced competitively and, therefore, manufactured
efficiently and economically.

          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 means that CVI can:

o    Develop more lens types for patients than competitors (two week, monthly
     and quarterly disposable and custom toric products for patients with high
     amount of astigmatism).

o    Offer a wider range of lens parameters, which promote more successful
     fitting and better visual acuity.


                                       5



 


<PAGE>

          In addition, CVI believes that its lenses provide superior comfort
through its use of the edge technology provided under the patents covered by its
License Agreement described under "Patents, Trademarks and Licensing Agreement."
CVI also sponsors clinical studies to generate medical information to improve
its lenses.

          In order to enhance its competitiveness in the specialty market, in
February 2002, Cooper completed the acquisition of Biocompatibles Eye Care, Inc.
("Biocompatibles") the contact lens business of Biocompatibles plc.
Biocompatibles' Proclear line of products, both spherical and toric lenses, are
manufactured with omafilcon A material, incorporating the proprietary
phosphorylcholine technology that helps enhance tissue-device compatibility, and
is the only lens with FDA clearance for the claim "... may provide improved
comfort for contact lens wearers who experience mild discomfort or symptoms
relating to dryness during lens wear." Mild discomfort relating to dryness
during lens wear is a condition that often causes patients to drop out of lens
wear.

          Toric contact lenses that correct astigmatism are an important
specialty lens category. They represented about $365 million of the total
worldwide market in 2002. CVI accounted for approximately $110 million in
calendar 2002, or about 30% 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.
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, both for
patients and contact lens practitioners, a high level of customer service. CVI
believes that its three manufacturing processes yield a wider range of toric
lens parameters than its competitors, allowing for more successful fits and
better visual acuity.

          Major competitors have greater financial resources and larger research
and development budgets and sales forces than CVI. Nevertheless, CVI 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, and high standards
of product delivery time. CVI believes that its sales force is particularly well
equipped through extensive training to meet the need of contact lens
practitioners and their customers.

          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 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

          CSI focuses on selected segments of the women's healthcare market,
supplying high quality diagnostic products, surgical instruments and accessories
and in some cases offering all of the products needed for a complete procedure.
The market segments in which CSI competes continue to be fragmented, typified by
smaller technology driven firms that generally offer only one or two product
lines. Most are privately owned or divisions of public companies including some
owned by companies with greater financial resources than Cooper. Competitive
factors in these segments include technological and scientific advances, product
quality, price, customer service and effective communication of product
information to physicians and hospitals. CSI believes that it competes
successfully against these companies with its


                                       6



 


<PAGE>

superior sales and marketing, the technological advantages of its products and
by developing new products, including those used in new medical procedures. In
addition, as CSI develops products, it offers to train medical professionals how
to use them.

Backlog

          Backlog is not a material factor in either of 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 by reference to
Note 12 "Business Segment Information" of Notes to Consolidated Financial
Statements of the Company included in the 2002 Annual Report.

Employees

          On October 31, 2002, Cooper had approximately 3,500 employees. The
Company believes that its relations with its employees are good.


                                       7



 


<PAGE>


I
tem 2. Properties.

          The following are Cooper's principal facilities as of October 31,
2002:


<TABLE>
<CAPTION>
                                                      Approximate    Owned
                                                       Floor Area     or        Lease
        Location                  Operations           (Sq. Ft.)    Leased   Expiration
-----------------------   -------------------------   -----------   ------   ----------
<S>                       <C>                            <C>        <C>      <C>
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 2007
   Fairport, NY           CVI Administrative
                          Offices & Marketing            27,900     Leased   April 2004
   Scottsville, NY        CVI Manufacturing
                          and Research                   49,500     Owned    N/A
   Henrietta, NY          CVI Distribution
                          and Warehouse Facility         68,000     Leased   Feb. 2003
   Norfolk, VA            CVI Manufacturing,
                          Offices and Warehouse
                          Facilities                     39,000     Owned    N/A
   Trumbull, CT           CSI Manufacturing,
                          Research and
                          Development, Marketing,
                          Distribution and
                          Warehouse Facilities           92,000     Leased   June 2011
Canada
   Markham, Ont.          CVI Offices,
                          Manufacturing
                          Distribution and
                          Warehouse Facilities           23,000     Leased   Feb. 2005
United Kingdom
   Hamble, Hampshire,     CVI Manufacturing,
   England                Research and Development,
                          Marketing and Admin.
                          Offices                        60,600     Owned    N/A
   Fareham, Hampshire,    CVI Manufacturing and
   England                Administrative                 30,800     Leased   Jan. 2018
   Fareham, Hampshire,    CVI Manufacturing and
   England                Warehouse                      27,100     Leased   June 2018
   Fareham, Hampshire,    CVI Manufacturing
   England                                               33,000     Leased   Sept. 2023
Finland
   Helsinki               CVI Manufacturing
                          and Administrative             20,300     Owned    N/A
Italy
   Milan                  CVI Warehouse
                          and Administrative             28,900     Leased   Sept. 2006
Australia
   South Australia        CVI Manufacturing,
                          Distribution and
                          Administration                 14,800     Leased   June 2004
</TABLE>


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


                                       8



 


<PAGE>


Item 3. Legal Proceedings.

          The information required by this item is incorporated by reference to
the heading "Pending Litigation" in Note 11 "Commitments and Contingencies" to
the Financial Statements in the 2002 Annual Report.


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

          During the fourth quarter of fiscal 2002, the Company did not submit
any matters to a vote of the Company's security holders.


                                       9



 


<PAGE>


                                     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 2002. 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.

          Distribution of 7,117 shares from our treasury shares on October 17,
2002 to former shareholders of Medasonics, Inc.

          Additional information required by this item is incorporated by
reference to "Quarterly Common Stock Price Range," "Corporate Information," and
the heading "Cash Dividends" in Note 8 "Stockholders' Equity" to the Financial
Statements in the 2002 Annual Report.


Item 6. Selected Financial Data.

          The information required by this item is incorporated by reference to
"Five Year Financial Highlights" in the 2002 Annual Report.


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

          The information required by this item is incorporated by reference to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the 2002 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 by reference to "Derivatives" in Note
1 "Summary of Significant Accounting Policies" and in Note 7 "Financial
Instruments" to the Financial Statements in the 2002 Annual Report.


                                       10



 


<PAGE>

Long-term Debt

          Total debt increased to $163.6 million at October 31, 2002 from $68.8
million at October 31, 2001, primarily to fund payments for acquisitions
totaling $136.1 million. Our new $225 million KeyBank line of credit (see
caption "KeyBank Line of Credit" in Note 6 "Debt" in the 2002 Annual Report,
which is incorporated here by reference) was utilized for the additional funding
requirements.

                              October 31, 2002   October 31, 2001
                              ----------------   ----------------
                                         (In millions)

Short term                         $ 36.3              $ 8.2
Long term                           127.3               60.6
                                   ------              -----
Total                              $163.6              $68.8
                                   ======              =====

          As of October 31, 2002, 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:


<TABLE>
<CAPTION>
                                            Expected Maturity Date - Fiscal Year
                              ---------------------------------------------------------------
                                                                     There-            Fair
                               2003    2004    2005    2006   2007   after    Total    Value
                              -----   -----   -----   -----   ----   ------   ------   ------
<S>                           <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>
($ in Millions)
Long-term debt:
   Fixed interest rate        $22.3   $  --   $  --   $  --   $ --    $ --    $ 22.3   $ 22.3
      Average interest rate     8.0%
   Variable interest rate     $ 9.7   $19.5   $76.4   $19.0   $9.6    $0.3    $134.4   $134.4
      Average interest rate     3.8%    3.8%    3.8%    3.7%   3.8%    4.9%
</TABLE>


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
$1.9 million and 'L'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 $1.9 million variable-rate debt due January 2012 and at 7.1% on 'L'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, 2002 rate, and projected
based on the consumer price index. Notional amounts are used to calculate the
contractual payments to be made under the contracts.


<TABLE>
<CAPTION>
                                       Notional Amounts Maturing in Fiscal Year
                              ---------------------------------------------------------
                                                                 There-            Fair
                              2003   2004   2005   2006   2007   after    Total   Value
                              ----   ----   ----   ----   ----   ------   -----   -----
<S>                           <C>    <C>    <C>    <C>    <C>     <C>     <C>     <C>
($ in Millions)
Interest rate swaps:
Variable to fixed             $0.3   $0.3   $0.3   $0.3   $0.3    $0.4    $1.9    $0.2
   Average pay rate            4.9%   4.9%   4.9%   4.9%   4.9%    4.9%    4.9%
   Average receive rate        1.0%   1.0%   1.0%   1.0%   1.0%    1.1%    1.1%
Variable to fixed             $3.9   $ --   $ --   $ --   $ --    $ --    $3.9    $ --
   Average pay rate            7.1%      %
   Average receive rate        4.1%      %                                 4.1%
</TABLE>



                                       11



 


<PAGE>

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
                                        -------------------------
                                             2003   Fair Value
                                            -----   ----------
Foreign contracts to buy GBP:
   Notional amount (in millions)            $24.2      $1.8
   Average contractual exchange rate        $1.69
Foreign contracts to sell Canadian $:
   Notional amount (in millions)            $ 4.7        --
   Average contractual exchange rate:       $0.63


Item 8. Financial Statements and Supplementary Data.

          The information required by this item is incorporated 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
2002 Annual Report.


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

          None.


                                       12



 


<PAGE>


                                    PART III


Item 10. Directors and Executive Officers of the Registrant.

          The information required by this item is incorporated by reference to
"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 25,
2003 (the "2003 Proxy Statement").


Item 11. Executive Compensation.

          The information required by this item is incorporated by reference to
the subheadings "Executive Compensation" and "Board Committees, Meetings and
Compensation" of the "Election of Directors" section of the 2003 Proxy
Statement.


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

          The information required by this item is incorporated by reference to
the subheadings "Securities Held by Management" and "Principal Security Holders"
of the "Election of Directors" section of the 2003 Proxy Statement.


Item 13. Certain Relationships and Related Transactions.

          Not applicable.


Item 14.  Controls and Procedures.

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

          In conjunction with the close of each fiscal quarter, the Company
conducts a review and evaluation of the effectiveness of the Company's
disclosure controls and procedures. The Company's Chief Executive Officer and
President, based upon an evaluation completed within 90 days prior to the filing
of this report, has concluded that the Company's disclosure controls and
procedures are effective. There have been no significant changes in the
Company's internal controls or in other factors that could significantly affect
internal controls subsequent to October 31, 2002.


                                       13



 


<PAGE>


                                     PART IV


Item 15. 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, 2002 through October 31, 2002.

               September 4, 2002 -- Item 5. Other Events.
               October 2, 2002 -- Item 5. Other Events.
               October 3, 2002 -- Item 5. Other Events.


                                       14



 


<PAGE>

                   ACCOUNTANTS' CONSENT AND REPORT ON SCHEDULE

The Board of Directors
THE COOPER COMPANIES, INC.:

          Under date December 11, 2002, we reported on the consolidated balance
sheets of The Cooper Companies, Inc. and subsidiaries (the "Company") as of
October 31, 2002 and 2001, 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, 2002, 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 15 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, 333-67954 and 333-101366 on Forms S-8
of The Cooper Companies, Inc. of our reports dated December 11, 2002, relating
to the consolidated balance sheets of The Cooper Companies, Inc. and
subsidiaries as of October 31, 2002 and 2001 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, 2002, and related schedule, which
reports appear in or are incorporated by reference to the October 31, 2002
Annual Report on Form 10-K of The Cooper Companies, Inc.

                                    KPMG LLP

San Francisco, California
January 27, 2003


                                       15



 


<PAGE>

                                                                     SCHEDULE II

                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                        VALUATION AND QUALIFYING ACCOUNTS
                       Three Years Ended October 31, 2002


<TABLE>
<CAPTION>
                                                          Additions
                                             Balance at   Charged to   (Deductions)/   Balance
                                             Beginning    Costs and     Recoveries/    at End
                                              of Year      Expenses      Other (1)     of Year
                                             ----------   ----------   -------------   -------
                                                              (In thousands)
<S>                                            <C>           <C>           <C>          <C>
Allowance for doubtful accounts:

   Year ended October 31, 2002 ...........     $1,966        $944          $ 973        $3,883
                                               ======        ====          =====        ======

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

   Year ended October 31, 2000 ...........     $1,136        $426          $ 878        $2,440
                                               ======        ====          =====        ======
</TABLE>


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


                                       16



 


<PAGE>


                                   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 27, 2003.

                                             THE COOPER COMPANIES, INC.


                                             By: /s/ A. THOMAS BENDER
                                                 -------------------------------
                                                       A. Thomas Bender
                                                Chairman of the Board, President
                                                   and Chief Executive Officer

          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.


<TABLE>
<CAPTION>
             Signature                                Capacity                        Date
             ---------                                --------                        ----


<S>                                    <C>                                       <C>
/s/ A. THOMAS BENDER                   Chairman of the Board, President          January 27, 2003
------------------------------------      and Chief Executive Officer
    (A. Thomas Bender)


/s/ ALLAN E. RUBENSTEIN, M.D.          Vice Chairman of the Board and            January 27, 2003
------------------------------------      Lead Director
    (Allan E. Rubenstein)


/s/ ROBERT S. WEISS                    Executive Vice President and              January 27, 2003
------------------------------------      Chief Financial Officer and Director
    (Robert S. Weiss)


/s/ STEPHEN C. WHITEFORD               Vice President and Corporate              January 27, 2003
------------------------------------      Controller
    (Stephen C. Whiteford)


/s/ MICHAEL H. KALKSTEIN               Director                                  January 27, 2003
------------------------------------
    (Michael H. Kalkstein)


/s/ MOSES MARX                         Director                                  January 27, 2003
------------------------------------
    (Moses Marx)


/s/ DONALD PRESS                       Director                                  January 27, 2003
------------------------------------
    (Donald Press)


/s/ STEVEN ROSENBERG                   Director                                  January 27, 2003
------------------------------------
    (Steven Rosenberg)


/s/ STANLEY ZINBERG, M.D.              Director                                  January 27, 2003
------------------------------------
    (Stanley Zinberg)
</TABLE>



                                       17



 


<PAGE>


                                 CERTIFICATIONS

I, A. Thomas Bender, Chairman of the Board, President and Chief Executive
Officer, certify that:

1. I have reviewed this annual report on Form 10-K of The Cooper Companies, Inc.
(the "registrant");

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this annual report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: January 27, 2003


                            /s/ A. Thomas Bender
                   -----------------------------------------
                               A. Thomas Bender
          Chairman of the Board, President and Chief Executive Officer


                                       18



 


<PAGE>

                                 CERTIFICATIONS

I, Robert S. Weiss, Executive Vice President and Chief Financial Officer,
certify that:

1. I have reviewed this annual report on Form 10-K of The Cooper Companies, Inc.
(the "registrant");

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this annual report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: January 27, 2003


                             /s/ Robert S. Weiss
                         ---------------------------------
                                 Robert S. Weiss
              Executive Vice President and Chief Financial Officer


                                       19



 


<PAGE>


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                                                 Location of
                                                                                                 Exhibit in
Exhibit                                                                                          Sequential
Number       Description of Document                                                            Number System
-------      -----------------------                                                            -------------
<S>          <C>                                                                                <C>
2.1    -     International Share Sale Agreement among Biocompatibles International plc.,
             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
             February 27, 2002...............................................................

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..........................................................

3.4    -     Certificate of Amendment of Certificate of Incorporation dated May 24, 2000,
             incorporated by reference to Exhibit 3.4 to the Company's Annual Report on
             Form 10-K for the fiscal year ended October 31, 2001............................

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.....................

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............................................................................
</TABLE>



                                       20



 


<PAGE>


<TABLE>
<CAPTION>
                                                                                                 Location of
                                                                                                 Exhibit in
Exhibit                                                                                          Sequential
Number       Description of Document                                                            Number System
-------      -----------------------                                                            -------------
<S>          <C>                                                                                <C>
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   -     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...........................

10.10  -     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..........................................................

10.11  -     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..........................................................

10.12  -     Amendment No. 3 to 1996 Long-term Incentive Plan for Non-Employee Directors of
             The Cooper Companies, Inc., dated October 29, 1999, incorporated by reference to
             Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year
             ended October 31, 2001..........................................................

10.13  -     Amendment No. 4 to 1996 Long-term Incentive Plan for Non-Employee Directors of
             The Cooper Companies, Inc., dated October 24, 2000, incorporated by reference to
             Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year
             ended October 31, 2001..........................................................

10.14  -     Amendment No. 5 to the 1996 Long-term Incentive Plan for Non-employee Directors
             of The Cooper Companies, Inc., incorporated by reference to Exhibit 10.17 to the
             Company's Annual Report on Form 10-K for the fiscal year ended October 31,
             2001............................................................................

10.15  -     Amendment No. 6 to the 1996 Long-term Incentive Plan for Non-employee Directors
             of The Cooper Companies, Inc., incorporated by reference to Exhibit 4.15 to the
             Company's Registration Statement on form S-8 dated November 21, 2002............

10.16  -     Amendment No. 7 to the 1996 Long-term Incentive Plan for Non-employee Directors
             of The Cooper Companies, Inc. dated November 4, 2002............................

10.17(a) -   Patent License Agreement dated February 13, 2002 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 January
             31, 2002........................................................................

10.18  -     Certification of Chief Executive Officer........................................

10.19  -     Certification of Chief Financial Officer........................................
</TABLE>



                                       21



 


<PAGE>


<TABLE>
<CAPTION>
                                                                                                 Location of
                                                                                                 Exhibit in
Exhibit                                                                                          Sequential
Number       Description of Document                                                            Number System
-------      -----------------------                                                            -------------
<S>          <C>                                                                                <C>
11 (b) -     Calculation of Earnings per share...............................................

13     -     2002 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....................................................................
</TABLE>


(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 by reference to
     Note 4, "Earnings Per Share," in the 2001 Annual Report.


                                       22


                          STATEMENT OF DIFFERENCES
                          ------------------------

 The British pound sterling sign shall be expressed as.................. 'L'
 The section symbol shall be expressed as............................... 'SS'









<PAGE>

                                                                   Exhibit 10.16

                               AMENDMENT NO. 7 TO
          THE 1996 LONG TERM INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
                          OF THE COOPER COMPANIES, INC.

               WHEREAS, The Cooper Companies, Inc. (the "Company") has adopted
The 1996 Long Term Incentive Plan for Non-Employee Directors of The Cooper
Companies, Inc. (the "Plan"); and

               WHEREAS, Section 11 of the Plan permits the Board of Directors of
the Company to amend the Plan, subject to certain limitations; and

               WHEREAS, the Board of Directors of the Company desires to amend
the Plan in certain respects;

               NOW, THEREFORE, the Plan is hereby amended as follows:

               FIRST: Paragraph (c) of Section 7 of the Plan is hereby amended
by deleting the number "20%," where it appears, and by inserting the number
"10%" in its stead.

               SECOND: The provisions of Paragraphs First through Third hereof
shall be effective as of October 29, 2002.

               THIRD: Except to the extent herein above set forth, the Plan
shall remain in full force and effect.

               IN WITNESS WHEREOF, the Board of Directors of the Company has
caused this Amendment No. 7 to the Plan to be executed by a duly authorized
officer of the Company as of October 29, 2002.

                                        THE COOPER COMPANIES, INC.


                                        By:     /s/ Carol R. Kaufman
                                               ---------------------------------

                                        Title: Vice President of Legal Affairs


                                       23





<PAGE>

                                                                   Exhibit 10.18


                    Certification of Chief Executive Officer

          Pursuant to 18 U.S.C. 'SS' 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of The Cooper Companies,
Inc. (the "Company") hereby certifies that:

          (i) To his knowledge, the accompanying Annual Report on Form 10-K of
     the Company for the year ended October 31, 2002 (the "Report") fully
     complies with the requirements of Section 13(a) or Section 15(d), as
     applicable, of the Securities Exchange Act of 1934, as amended; and

          (ii) To his knowledge, the information contained in the Report fairly
     presents, in all material respects, the financial condition and results of
     operations of the Company.


     Dated: January 27, 2003             /s/ A. Thomas Bender
                                        ----------------------------------------
                                        A. Thomas Bender
                                        Chairman of the Board, President and
                                        Chief Executive Officer



                                       24





<PAGE>

                                                                   Exhibit 10.19


                    Certification of Chief Financial Officer

          Pursuant to 18 U.S.C. 'SS' 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of The Cooper Companies,
Inc.(the "Company") hereby certifies that:

          (i) To his knowledge, the accompanying Annual Report on Form 10-K of
     the Company for the year ended October 31, 2002 (the "Report") fully
     complies with the requirements of Section 13(a) or Section 15(d), as
     applicable, of the Securities Exchange Act of 1934, as amended; and

          (ii) To his knowledge, the information contained in the Report fairly
     presents, in all material respects, the financial condition and results of
     operations of the Company.


Dated: January 27, 2003                  /s/ Robert S. Weiss
                                        ----------------------------------------
                                        Robert S. Weiss
                                        Executive Vice President and
                                        Chief Financial Officer



                                       25







<PAGE>

                                   [LOGO]





<PAGE>

Contents

Important Events in 2002                                                       3
Financial Highlights                                                           4
Letter to Shareholders                                                         6
Business Review                                                               11
   CooperVision                                                               12
   CooperSurgical                                                             18
Financial Section                                                             24
Corporate Information                                                         72





<PAGE>

About The Company

The Cooper Companies, Inc. is a rapidly growing specialty medical products
company serving the vision care and women's healthcare markets with high quality
products and services.

CooperVision markets a broad range of contact lenses, emphasizing high-growth,
specialty and value-added market segments around the world.

CooperSurgical offers medical devices, diagnostic products and surgical
instruments and accessories used primarily by gynecologists and obstetricians.

                           [The Cooper Companies Logo]
                               2002 Annual Report

                              [PERFORMANCE GRAPH]

              Five Year Chart Of Cooper's Share Price Performance

All per share figures in this report reflect the two-for-one stock split
effected the form of a stock dividend on November 22, 2002.





<PAGE>


<Table>
<S>                                     <C>
3 - The Cooper Companies Inc. 2002

                                        Important Events in 2002

                                        CooperVision

                                        o    Revenue grew 38 percent to $244
                                             million.

                                        o    Acquired Biocompatibles Eyecare,
                                             Inc., a manufacturer of specialty
                                             contact lenses that contributed $56
                                             million to 2002 revenue.

2002
 Financial Summary

o    Revenue $315 million, up 34        o    Soft contact lens revenue
     percent.                                (excluding miscellaneous revenue
                                             and sales to other manufacturers)
o    Operating income $67 million, up        reached $232 million, up 10 percent
     22 percent                              on a pro forma basis that includes
                                             Biocompatibles revenue as if Cooper
o    Diluted earnings per share              owned it for the eight months ended
     $1.57, up 29 percent                    October 31, 2001.

                                        o    Settled patent litigation with CIBA
                                             Vision regarding cosmetic contact
                                             lens.

                                        o    The Japanese health authorities
                                             notified Rohto Pharmaceutical,
                                             Ltd., CVI's marketing partner in
                                             Japan, that the material from which
                                             CVI manufacturers its disposable
                                             spherical, aspheric, toric and
                                             multifocal contact lenses was
                                             cleared for marketing.

                                        CooperSurgical

2003 Outlook                            o    Grew revenue 22 percent to $71
                                             million.
o    Revenue $380 to $400 million
                                        o    Acquired the bone densitometry
o    Earnings per share $1.98 to             business of Norland Medical
     $2.03                                   Systems, Inc., used in the
                                             evaluation of osteoporosis.

                                        o    Acquired Ackrad Laboratories, Inc.,
                                             and Sage BioPharma, both suppliers
                                             of products for infertility.

                                        o    Completed a significant expansion
                                             of its facilities to support its
                                             growing business.

                                        The Cooper Companies

                                        o    Secured a new $225 million credit
                                             facility through KeyBank.

                                        o    Effected a two-for-one stock split
                                             in the form of a stock dividend.

                                        o    Reduced the Company's effective tax
                                             rate to 25 percent and extended
                                             through 2006 the complete 
                                             utilization of its net operating
                                             loss carryforwards.

                                        o    Ranked 76th on Forbes Magazine's
                                             list of 200 best small companies
                                             for 2002.

</Table>






<PAGE>

4 - The Cooper Companies Inc. 2002


Financial Highlights


<TABLE>
<CAPTION>
Selected Five Year Financial Information
(In thousands except per share data)         2002       2001       2000       1999       1998
----------------------------------------   --------   --------   --------   --------   --------
<S>                                        <C>        <C>        <C>        <C>        <C>
Per Share Information*:

   Income from continuing
      operations**                         $   1.57   $   1.22   $   1.01   $    .77   $    .45
                                           --------   --------   --------   --------   --------
   Net income as reported                      1.57       1.22       1.00        .88       1.30
                                           --------   --------   --------   --------   --------
   Dividends                                  0.048      0.034       0.04       0.02        N/A
                                           --------   --------   --------   --------   --------
   Cash flow***                                2.45       2.07       1.75       1.41        .97
                                           --------   --------   --------   --------   --------
   Stock price - high                         28.95      27.86      19.40      15.94      25.84
                                           --------   --------   --------   --------   --------
   Stock price - low                          19.17      15.25      12.32       5.88       7.00
                                           --------   --------   --------   --------   --------
Net sales                                   315,306    234,572    201,217    168,155    148,912
                                           --------   --------   --------   --------   --------
Gross profit                                199,493     53,368    133,117    109,146     93,148
                                           --------   --------   --------   --------   --------
Operating income                             66,971     54,758     46,869     38,811     29,700
                                           --------   --------   --------   --------   --------
Interest expense                              6,874      3,738      4,744      6,330      6,253
                                           --------   --------   --------   --------   --------
Provision for (benefit of)
   income taxes                              16,294     14,992     12,727     10,711    (34,723)
                                           --------   --------   --------   --------   --------
Working capital                              72,229     87,232     47,410     58,565     69,376
                                           --------   --------   --------   --------   --------
Property, plant and
   equipment, net                            87,944     61,028     47,933     40,319     34,234
                                           --------   --------   --------   --------   --------
Total assets                                571,115    396,849    322,565    285,873    296,041
                                           --------   --------   --------   --------   --------
Total debt                                  163,651     68,802     48,351     61,955     90,247
                                           --------   --------   --------   --------   --------
Stockholders' equity                        311,442    256,284    198,438    164,143    145,253
                                           --------   --------   --------   --------   --------
Capital expenditures                         23,434     16,757     14,665     10,121     19,573
                                           --------   --------   --------   --------   --------
Depreciation and
   amortization                              11,369     10,988      8,734      8,440      8,416
                                           --------   --------   --------   --------   --------
</TABLE>


*    All per share figures in this report reflect the two-for-one stock split
     effected in the form of a stock dividend on November 22, 2002. All
     references to per share information in this report are to diluted per share
     amounts.

**   1998 is pro forma, assuming a 40 percent tax rate.

***  Pretax income from continuing operations plus depreciation and
     amortization.





<PAGE>

                                   [PHOTO]

                                                    "The Cooper Companies had
                                                    another strong year,
                                                    continuing the consistent
                                                    performance it has delivered
                                                    annually since 1995."

                                                    A. Thomas Bender
                                                    Chairman, President and
                                                    Chief Executive Officer





<PAGE>

6 - The Cooper Companies Inc. 2002


To Our Shareholders

In 2002, The Cooper Companies delivered another year of strong performance to
its shareholders. With sustained organic growth and the acquisition of
Biocompatibles Eyecare, Inc., a specialty contact lens manufacturer, revenue
grew 34 percent, diluted earnings per share rose 29 percent and cash flow per
share increased 18 percent.

Since 1997, Cooper's revenue has grown at a compounded annual rate of 29
percent, its operating income at 28 percent, its earnings per share from
continuing operations at 32 percent and its cash flow per share at 27 percent.

Revenue at CooperVision (CVI), our contact lens business, has grown at a
compounded annual rate of 31 percent, and CVI is now the fastest growing and one
of the world's leading contact lens manufacturers. Over the next three years,
new products and geographic expansion will, we anticipate, generate percentage
revenue growth in the low to mid-teens as growth accelerates in our specialty
lens franchise around the world.

CooperSurgical (CSI), our women's healthcare business, has achieved significant
scale during this period. With revenue growing at a compounded annual rate of 24
percent since 1997 and expected revenue in 2003 approaching $85 million, CSI is
now a major manufacture and marketer of madical device products for the women's
healthcare market and, we believe, the largest supplier of gynecology devices
for the physician's office in the United States.

                                [TWO PERFORMANCE GRAPHS]

Revenue (in millions)                      1998    1999    2000    2001    2002
---------------------                     -----   -----   -----   -----   -----
COOPERVISION (CVI)                        120.2   138.1   154.8   176.1   243.9
COOPERSURGICAL (CSI)                       28.7    30.1    46.4    58.5    71.4

Operating Income (in millions)             1998    1999    2000    2001    2002
------------------------------             ----    ----    ----    ----    ----
COOPERVISION (CVI)                         34.6    40.8    47.3    51.4    60.4
COOPERSURGICAL (CSI)                        2.1     4.3     6.3    10.1    14.1





<PAGE>

7 - The Cooper Companies, Inc. 2002


Other important financial measures also reflect Cooper's consistent performance
over the past five years:

o    Cash flow (pretax income from continuing operations plus depreciation and
     amortization) per share has grown from $.97 to $2.45.

o    Our effective tax rate has declined to 25 percent, and we have extended
     through 2006 the complete utilization of our net operating loss
     carryforwards.

o    One hundred shares of Cooper stock that cost $719 on October 31, 1996 more
     than tripled to $2,650 by the end of 2002. During this period, the
     Company's market capitalization grew from $168 million to $818 million.

This consistent performance reflects the commitment of Cooper's employees, and
we thank them for their continued dedication and hard work.

Favorable Market Environments

Despite slow economic growth worldwide during the past year, the soft contact
lens market remains attractive, growing at about 7 percent to an estimated $3.1
billion in 2002, and forecast to grow about 7 percent to 8 percent annually over
the near term.

As improving demographics - the "baby echo" generation that began in the late
1990's - bring new patients into the market, growing penetration of specialty
and value-added contact lenses in countries outside the United States adds to
its vitality. Capitalizing on this trend, in February, Cooper acquired
Biocompatibles Eyecare, Inc., a manufacturer of specialty lenses.

We expect that Biocompatibles' Proclear Compatibles lenses will be the basis for
a new generation of improved CVI contact lenses. Made with the omafilcon A
material, which incorporates phosphorylcholine to enhance lens and tissue
compatibility, Proclear Compatibles lenses significantly improve the wearing
experience for many contact lens users.

We plan to expand the distribution of Proclear toric lenses and introduce
Proclear products in aspheric, multifocal and extended wear formats over the
next several years. These new products will complement the existing Proclear
spherical lens line, which can improve comfort for patients who experience
periodic dryness of the eye.

Toric lenses, used to correct astigmatism, a visual defect caused by corneal
irregularity, are the fastest growing segment of the worldwide contact lens
market,





<PAGE>

8 - The Cooper Companies, Inc. 2002


with the two-week disposable lens category growing most rapidly. Torics are
CooperVision's leading products, accounting for about 45 percent of its
worldwide soft lens revenue.

CVI's Frequency Aspheric, a value-added product that provides a crisper quality
of vision and improved acuity in low light conditions, has become the worldwide
leader in its market category.

CVI has incorporated aspheric technology into its cosmetic lenses, Frequency
Colors and Frequency Expressions, and now competes effectively in the estimated
$265 million worldwide cosmetic contact lens segment. We were especially pleased
that during the fourth quarter we settled our patent litigation regarding
cosmetic contact lenses with Wesley Jessen Corporation, a division of CIBA
Vision.

Frequency Multifocal, a disposable specialty lens for patients with presbyopia,
has been enthusiastically received in the United States, and we expect to launch
this product in Europe in mid-2003.

In Japan, the world's second largest contact lens market, demand for disposable
specialty soft contact lenses is increasing. More than 80 percent of Japan's
near-sighted patients also have astigmatism, offering CVI, with its broad line
of toric lenses, a solid growth opportunity.

In September, the Japanese Ministry of Health and Welfare notified CVI's
marketing partner in Japan, Rohto Pharmaceutical Company, Ltd., that it had
cleared Rohto to market the material from which CVI manufactures its contact
lenses. We expect that Rohto will begin to market these lenses in Japan in the
first quarter of calendar 2003.

Favorable demographic trends also influence our women's healthcare business.
Many women of the "baby boomer" generation have reached the age when they
require diagnosis and treatment of gynecological disorders, and physicians use
CooperSurgical products in many of these procedures.

During 2002, CSI continued to consolidate the fragmented medical device segment
of the women's healthcare market by completing three acquisitions: Ackrad
Laboratories, Inc. and Sage BioPharma, both of which offer products used in the
treatment of infertility, and the bone densitometry business of Norland Medical
Systems, Inc. whose products help evaluate osteoporosis. To accommodate the
growth of its business, CSI also completed a major expansion of its physical
facilities during the year.





<PAGE>

9 - The Cooper Companies, Inc. 2002


                                 [GROUP PHOTO]

In October, Cooper management met with executives of the New York Stock Exchange
           and participated in the traditional opening bell ceremony.





<PAGE>

10 - The Cooper Companies, Inc. 2002


Corporate Activities

o    In May, the Company secured a new $225 million credit facility through
     KeyBank to finance the Biocompatibles acquisition and restructure its
     existing debt on more favorable terms.

o    In November, just after the end of our fiscal year, the board of directors
     authorized a two-for-one stock split, effected in the form of a stock
     dividend, in order to broaden the ownership base of Cooper common stock.

o    Through the continued implementation of our worldwide corporate tax plan,
     we reduced the Company's effective tax rate to 25 percent and extended
     through 2006 the complete utilization of its net operating loss
     carryforwards.

o    Forbes Magazine ranked Cooper 76th on its list of the best 200 small
     companies for 2002. Included in their evaluation is a board of directors
     score of 94, which means that the Company's board of directors has better
     corporate governance standards as judged by Institutional Shareholders
     Services than more than 94 percent of the companies its size.

Looking Ahead

We expect Cooper's momentum to continue in 2003. We anticipate revenue of about
$380 to $400 million and earnings per share in the range of $1.98 to $2.03. At
CooperVision, we expect recently introduced contact lens products and geographic
expansion in Europe and Japan to drive our incremental growth. At
CooperSurgical, we will continue to pursue our strategy to profitably
consolidate the medical device segment of the women's healthcare market.

     Thank you for your continued support.


     A. Thomas Bender                        Allan E. Rubenstein, M. D.

     A. Thomas Bender                        Allan E. Rubenstein, M. D.
     Chairman of the Board,                  Vice Chairman of the Board
     President and Chief Executive Officer   and Lead Director

     January 27, 2003





<PAGE>

11 - The Cooper Companies Inc. 2002


Business Review

The Cooper Companies, Inc.

In 2002, The Cooper Companies reported sales of $315 million, a 34 percent
increase over 2001. CVI's revenue grew to $244 million, up 38 percent,
including revenue of $56 million from the contact lens business of
Biocompatibles, plc, acquired in February. CSI revenue grew to $71 million, a 22
percent increase that includes revenue from product lines added through
acquisition during the past 12 months. Earnings per share grew 29 percent to
$1.57. Cash flow per share reached $2.45, up from $2.07 the previous year.





<PAGE>

12 - The Cooper Companies Inc. 2002


CooperVision

We estimate that the worldwide soft contact lens market grew about 7 percent in
2002 to about $3.1 billion. In the United States, about 42 percent of the
worldwide market, revenue grew about 7 percent to $1.3 billion, while revenue in
countries outside the United States grew by 6 percent to $1.8 billion.

Japan and the Pacific Rim countries, about $860 million or 27 percent of the
world market, grew about 7 percent. Europe, about $635 million or 20 percent of
the market, grew about 6 percent. In the Middle East and Latin America,
unfavorable political and economic conditions combined to lower market growth.

Longer term, favorable demographics and a continuing shift in practitioner
preferences from low-featured "commodity" lenses to higher value specialty
lenses support a favorable world market outlook.

CooperVision is particularly strong in the specialty lens segment of the market.
This includes toric lenses that correct astigmatism, cosmetic lenses that change
the appearance of the color of the eye, lenses for patients who experience dry
eye, long-term extended wear lenses, and multifocal lenses for presbyopia - the
blurring of near vision that occurs with aging.

These product lines offer more profitable and faster growing opportunities than
the commodity spherical lenses that correct only near - and farsightedness.
Specialty lenses currently account for about a fourth of the worldwide contact
lens market and more than 40 percent of the market in the U.S. Their 16 percent
share of the market outside the U.S. offers CVI, with its broad specialty
product line, an attractive opportunity to expand their acceptance.

Acquisition of Biocompatibles

In February, Cooper completed the acquisition of the world's sixth largest
contact lens manufacturer, Biocompatibles Eye Care, Inc., the contact lens
business of Biocompatibles plc. Biocompatibles added about $56 million to CVI's
2002 revenue, about 70 percent of this outside of North America. Its Proclear
line of products, manufactured with proprietary phosphorylcholine technology
that helps enhance tissue-device compatibility, accounts for about 45 percent of
its revenue. Biocompatibles' Proclear lenses are often indicated for patients
with mild discomfort relating to dryness during lens wear, a condition that
often causes patients to drop out of lens wear.





<PAGE>

13 - The Cooper Companies Inc. 2002


Proclear Technology
[PHOTO]

                                   [GRAPHIC]

--------------------------------------------------------------------------------
  Incorporating phosphorylcholine into Proclear lenses creates a biocompatible
  layer of synthetic lipids similar to that found in human cell membranes. By
mimicking the eye's natural cell components, the material closely binds water in
                              and around the lens.
--------------------------------------------------------------------------------

                                   [GRAPHIC]

--------------------------------------------------------------------------------
Proclear lenses complement CooperVision's portfolio of specialty contact lenses
 that enable practitioners to strengthen patient loyalty by selecting the best
                       lens for each individual's needs.
--------------------------------------------------------------------------------

                                   [GRAPHIC]

--------------------------------------------------------------------------------
  Proclear lenses are the only lenses to date to receive FDA clearance for the
           claim, "may provide improved comfort for contact lens wearers who 
              experience mild discomfort or symptoms relating to dryness
                                 during lens wear."
--------------------------------------------------------------------------------





<PAGE>

14 - The Cooper Companies Inc. 2002


PHOSPHORYLCHOLINE TECHNOLOGY

The development of phosphorylcholine technology began in the 1970's with
Professor Dennis Chapman and his colleagues at the Royal Free Hospital in
London, while they researched biocompatibility, the ability of a material to
interface within the body without provoking an adverse biological response. They
examined phosphorylcholine (PC), a substance in the human cell membrane,
identifying it as one of the primary materials responsible for biocompatibility.

When a foreign material enters the body, "rejection" begins immediately, coating
the material with proteins, lipids and other cells. These effects are minimized,
however, when electrically neutral PC, a major component of the outer human cell
membrane, is coated on or incorporated into the foreign material. PC also binds
water tightly around it, making it difficult for other materials to interact
with the PC surface. An electrically neutral surface that resists adhesion and
deposits is very useful for devices like contact lenses that are in constant
contact with body fluids.

[PC TECHNOLOGY LOGO]

--------------------------------------------------------------------------------

PC AND CONTACT LENSES

PC technology has significantly improved the wearing experience for contact lens
wearers, especially those who experience periodic dryness, particularly at the
end of the day. When PC is incorporated into a soft contact lens material known
as omafilcon A, its affinity for water gives omafilcon A superior water
retention characteristics. This was demonstrated in clinical trials reviewed by
the U.S. Food and Drug Administration and to date, omafilcon A is the only lens
material to receive clearance for the claim: "...may provide improved comfort
for contact lens wearers who experience mild discomfort or symptoms relating to
dryness during lens wear."

CooperVision markets spherical and toric lenses made from omafilcon A worldwide
under the Proclear Compatibles'TM' brand.

[PROCLEAR TORIC LOGO]   [PROCLEAR LOGO]





<PAGE>

15 - The Cooper Companies Inc. 2002


CVI's 2002 Soft Lens Revenue Growth

CVI's soft contact lens revenue -- total revenue less sales to other contact
lens manufacturers and other miscellaneous revenue -- grew 10 percent in 2002 on
a pro forma basis that includes Biocompatibles revenue as if Cooper owned it for
the eight months ended October 31, 2001. In contrast, we estimate that the world
market grew about 7 percent.

CVI's soft contact lens revenue in the United States grew 10 percent and 11
percent in markets outside the U.S. We estimate that since 1997, CVI has doubled
its market share, both in the United States and worldwide. CVI now holds about
11 percent of the United States market and about 9 percent of the worldwide
market.

Specialty Contact Lenses

Specialty contact lenses meet the visual correction needs of patients whose
requirements go beyond the correction of near- and farsightedness. We estimate
that products in these categories account for about 26 percent of worldwide
contact lens revenue.

In the United States, we estimate that sales of specialty products exceed $500
million, about 40 percent of the total market. While toric and cosmetic lenses,
the fastest growing segments, account for the majority of revenues in this
category, multifocal, value added lenses -- for patients with dry eye syndrome,
for example -- and long-term extended wear lenses also offer attractive business
opportunities.

In 2002, sales of CVI's toric lenses, its most extensive product line, grew 11
percent and now account for about 45 percent of its total soft lens revenue. We
estimate that the worldwide toric market grew about 10 percent during this
period.

Cosmetic Lenses

Worldwide, the cosmetic lens market segment is growing at about 11 percent
annually with estimated sales of approximately $265 million -- about $165
million in the United States.

CVI's line of disposable cosmetic contact lenses that change or enhance the
appearance of the color of the eye-called Frequency Expressions in the United
States and Frequency Colors in the rest of the world-continued to gain
acceptance during 2002, and the line was expanded to eight lens colors. During
the first quarter of 2003, CVI plans to introduce its Enhancements line --
lenses that accent rather than change the natural color of the eye.

In the fourth quarter, CVI settled its patent litigation suit regarding cosmetic
lenses with Wesley Jessen, a division of CIBA Vision. While the terms of the
settlement are confidential, the agreement allows CooperVision to continue
selling its existing





<PAGE>

16 - The Cooper Companies Inc. 2002


cosmetic lens products throughout the world. CIBA Vision has agreed to license
its color contact lens patents to CVI in return for a royalty and a
cross-license of some of CooperVision's cosmetic lens intellectual property
rights.

New Specialty Products

During 2002, CVI continued to expand the distribution in the United States of
Frequency Multifocal, a disposable product for patients with presbyopia, the
blurring of near vision that occurs with aging. Practitioners who have used it
are impressed with its performance.

In November, CVI introduced Frequency Toric XR, the only monthly disposable
planned replacement lens available in the United States for astigmatic patients
requiring complex vision correction.

In the next two years, CVI expects to significantly expand the Proclear
Compatibles product line, effectively launching a new generation of lenses.
These plans include:

o    Expanding United States distribution of Proclear Toric lenses, which are in
     wide distribution overseas, in January 2003.

o    Launching Proclear Aspheric worldwide in the third quarter of 2003.

o    Introducing Proclear Multifocal lenses worldwide in 2004.

Other expected new product launches in this period include:

o    CVI's line of frequently replaced lenses in Japan in February of 2003
     through Rohto Pharmaceutical Co., Ltd., CVI's Japanese marketing partner.

o    Frequency Multifocal in markets outside the United States in the third
     quarter of fiscal 2003.

o    Enhancement Colors, a new line of disposable cosmetic products that
     accentuates the natural color of the eye, in February 2003 in the United
     States and in markets outside the U.S. later in the year. These products
     complement our line of opaque lenses that change the appearance of the
     color of the eye.

CVI Growth in Markets Outside the United States

In 2002, CVI's revenue in markets outside the United States grew 11 percent and
now represents about 45 percent of its soft lens sales.





<PAGE>

17 - The Cooper Companies Inc. 2002


Europe

CVI's European soft lens revenue grew 21 percent over 2001 due largely to the
sales of toric lenses, which grew 70 percent. CVI estimates that it is now the
third largest contact lens supplier in Europe, with business units in Holland,
Italy, Scandinavia, Spain and the United Kingdom, a subsidiary and an exclusive
distributor in France and an exclusive distributor in Germany.

Japan

CVI's marketing partner in Japan, Rohto Pharmaceutical Company, Ltd., received
clearance from the Japanese Ministry of Health and Welfare in September to
market products made from the methafilcon A polymer. These include CVI's
disposable spherical, aspheric, toric and multifocal contact lenses.

With approximately 10 million contact lens wearers, Japan is the second largest
contact lens market in the world after the United States, and soft lens
popularity continues to grow. CVI estimates that the total market for soft
contact lenses in Japan and the Pacific Rim today is about $860 million,
compared with about $1.3 billion in the United States. The Japanese market,
growing at about 7 percent per year, is currently divided equally between daily
and two week disposable lenses.

The incidence of near-sightedness in Japan is one of the highest in the world.
About 80 percent of the nearsighted population has some degree of astigmatism,
significantly greater than the 50 percent of those in the United States who do.
About half of those with astigmatism are potential candidates for toric lenses.
The Japanese toric segment, currently a smaller percentage of the total market
than it is in the U.S., is expected to grow rapidly as newer generations of
toric lenses are introduced.

Rohto Pharmaceutical Company, Ltd. is a leading manufacturer of contact lens
care products, holding, according to its estimates, a 30 percent share of the
market for non-pharmaceutical ophthalmic products in Japan. Rohto's total
revenue approaches $500 million, most from Pacific Rim countries.
Non-prescription ophthalmic products account for about one-third of its
worldwide revenue. Rohto plans to capitalize on its well-established eyecare and
contact lens care brands and use a combination of professional and consumer
promotion to introduce CVI's contact lens products.

Looking Ahead

CVI's business goals are to continue its revenue growth at one and a half to two
times the rate of the world market and to become the world's largest specialty
contact lens provider by mid decade. In 2003, we expect revenue of about $300
million at CVI.





<PAGE>

18 - The Cooper Companies Inc. 2002


CooperSurgical

Historically, many small medical device companies have supplied the women's
healthcare market with a wide range of products through a fragmented
distribution system. Over 75 of these serve the large number and varied types of
women's healthcare providers in the United States today. There are nearly 33,000
obstetricians/gynecologists (Ob/Gyn's) under the age of 65 practicing at 16,100
locations in the United States, as well as 5,250 hospitals with clinics,
outpatient and surgical facilities, plus 370 fertility clinics specializing in
assisted reproductive technologies. While general medical practitioners play an
important role in women's primary healthcare, the Ob/Gyn is the reproductive
health specialist and the primary customer for associated medical devices.

Women's Health Background

Currently, over 90 million women between 15 and 64 years old visit an Ob/Gyn in
the United States at least once each year, with over 70 million visits related
to gynecologic complaints. Some significant features of this market are:

o    Two-thirds of patient visits are for annual check-ups, cancer screening,
     menstrual disorders, vaginitis (inflammation of vaginal tissue),
     osteoporosis and the management of menopause. The rest are for pregnancy
     and reproductive management. Consistent with an aging population, visits
     for menstrual disorders and menopause are growing.

o    Osteoporosis (reduction in bone mass) and incontinence have also become
     frequent diagnoses as the female population ages. Their early
     identification and treatment will both improve the health of these women
     and help reduce costs in the U.S. health care system. According to
     government estimates, each of these conditions costs the healthcare system
     about $15 billion annually.

o    An estimated 4.5 million patients visit physicians for monitoring and
     treatment of abnormal Pap smears.





<PAGE>

19 - The Cooper Companies Inc. 2002



                                   [GRAPHIC]

--------------------------------------------------------------------------------
   Computer generated view of a human egg at the time of fertilization using
                       assisted reproductive technology.
--------------------------------------------------------------------------------

ASSISTED REPRODUCTIVE TECHNOLOGIES

On July 25, 1978, Louise Joy Brown, the world's first successful `test-tube'
baby, was born in Great Britain after 12 years of research in assisted
reproductive technology (ART) by Dr. Patrick Steptoe, a gynecologist at Oldham
General Hospital, and Dr. Robert Edwards, a physiologist at Cambridge
University. Introduced in the United States in 1981, ART has grown rapidly
since, and to date, more than 170,000 babies have resulted.

Infertility affects about 6.1 million women and their partners annually in the
U.S. Conventional techniques including ovulatory drugs and intrauterine
insemination (IUI) treat between 85 to 95 percent of these cases.

Less than 5 percent of infertility cases require in vitro fertilization or other
ART procedures. Physicians use these advanced techniques primarily with women
whose fallopian tubes are blocked or absent, those with severe endometriosis, in
couples where the male has a low sperm count and in some cases of unexplained
infertility.

In 1992, scientists introduced a new technique that offers hope for couples with
male factor: sperm was injected directly into the woman's egg to facilitate
fertilization. This technique, called intracytoplasmic sperm injection or ICSI,
is performed in conjunction with about 40 percent of the in vitro fertilization
procedures. Sage BioPharma, CSI's most recent acquisition, supplies products
used in ICSI procedures.

INFERTILITY TREATMENT OPTIONS

--------------------------------------------------------------------------------
TREATMENT OPTION        INDICATION                PROCEDURE
--------------------------------------------------------------------------------
Intrauterine            Sexual dysfunction        The injection of prepared
insemination (IUI)      Sperm hostility           sperm into the uterus by
                        Abnormal ovulation        means of a catheter directed
                                                  through the cervix.
--------------------------------------------------------------------------------
In-vitro                Male infertility          Eggs are harvested from the
Fertilization (IVF)     Tubal disease             female after ovulatory
                        Endometriosis             stimulation and combined
                        Unexplained infertility   with sperm in a Petri dish.
                        Recurrent failure with    Once the eggs have been
                        IUI Age related           fertilized, the embryos are
                        infertility               placed into the uterus using
                                                  specially designed catheters.
--------------------------------------------------------------------------------
In-vitro                Male infertility          Eggs are harvested from the
Fertilization (IVF)     Unexplained infertility   female after ovulatory
with Intracytoplastic                             stimulation. Sperm is injected
Sperm Injection                                   into the egg using microma-
(ICSI)                                            nipulation. Once the eggs
                                                  have been fertilized, the
                                                  embryos are the placed in
                                                  the uterus using specially
                                                  designed catheters.
--------------------------------------------------------------------------------
Gamete                  Endometriosis             An unfertilized egg and
Intrafallopian          Unexplained infertility   sperm are injected into the
Transfer (GIFT)         Recurrent failure with    fallopian tube usually using
                        IUI Age related           a laparoscopic approach.
                        infertility               Disadvantages include the
                                                  inability to assess sperm
                                                  quality to assess success
                                                  or failure of procedure
                                                  whereas the cost is
                                                  comparable.
--------------------------------------------------------------------------------
Zygote                  Male infertility          A fertilized egg is
intrafallopian          Endometriosis             transferred to the fallopian
transfer (ZIFT)         Unexplained infertility   tube during a laparoscopic
                        Recurrent failure with    procedure. This procedure has
                        IUI Age related           been proven to offer no
                        infertility               clinical advantage to IVF, and
                                                  as a result is decreasing in
                                                  usage.
--------------------------------------------------------------------------------





<PAGE>

20 - The Cooper Companies Inc. 2002


CooperSurgical Technologies

                                   [PHOTO]

--------------------------------------------------------------------------------
    Commitment and dedication to reproductive medicine at Sage BioPharma has
             enabled many couples' dream of parenthood to come true.
--------------------------------------------------------------------------------

SAGE

SAGE offers consumable products used by clinical embryologists and physicians in
Assisted Reproductive Technologies, including IVF culture media, andrology
products used in the assessment and improvement of male fertility, embryo
transfer catheters, and retrieval needles used to obtain female eggs for in
vitro fertilization.

The IVF Sequential Advantage Media lines, SAGE's principal products, are the
first clinically proven media designed to optimize the in-vitro environment at
every stage of embryo development. These culture media products improve the
yield of viable embryos for transfer to the mother's womb.

SAGE also provides products to assess and improve male fertility, particularly
products for semen preparation.

CSI will maintain SAGE's market leadership position by actively pursuing new
technologies and products that provide improved treatment options.

--------------------------------------------------------------------------------

                                   [GRAPHIC]

--------------------------------------------------------------------------------
                          Ackrad's H/S Elliptosphere
                     is used primarily in fertility studies.
--------------------------------------------------------------------------------

ACKRAD

Ackrad's principal product, which accounts for about 65 percent of its revenue,
is the H/S Elliptosphere Catheter, used in hysterosalpingography (HSG) and
saline contrast hysterosonography (SCHS), the noninvasive assessment of the
female reproductive anatomy. Physicians use it primarily for fertility studies,
and to assess abnormal uterine bleeding and pelvic pain. These tests show an
outline of the uterine cavity and help detect abnormalities that cause
infertility or repeated miscarriages.

--------------------------------------------------------------------------------

                                    [PHOTO]

--------------------------------------------------------------------------------
              The Excell'TM' uses dual energy x-ray adsorptiometry
                    technology to help assess fracture risk.
--------------------------------------------------------------------------------

NORLAND

CSI's Norland product line offers a complete line of bone assessment products.
The McCue CUBA (Contact Ultrasound Bone Analyzer) is a portable, lightweight,
and easy-to-use device to helps assess fracture risk. The APOLLO DXA performs
dual x-ray absorptiometry scans of the heel; which help diagnose osteoporosis.
The Excell is a full featured, compact central DXA system, which estimates bone
mineral density of the spine and femur, measurements that help diagnose and
monitor bone disorders, particularly osteoporosis.

OSTEOPOROSIS

Osteoporosis is characterized by excessive loss of bone mineral and
deterioration of the skeleton over time. It generally occurs in women over the
age of 45. The National Osteoporosis Foundation (NOF) estimates that
osteoporosis affects more than 22 million women in the United States, and if
unchecked, predicts that it will affect more than 30 million women by 2010 as
the population ages. Annual direct medical expenditures for osteoporosis and
associated fractures are $13.8 billion, and are expected to increase to $62
billion by the year 2020.

Until recently, osteoporosis was thought to be an inevitable and untreatable
consequence of aging. The availability of more effective drug therapies and an
increased focus on women's health issues and preventive medical practices have
created a growing awareness among patients and physicians that osteoporosis is,
in many cases, a disease that can be treated.





<PAGE>

21 - The Cooper Companies Inc. 2002


CSI Strategy

The small companies serving the women's healthcare market in the United States
have traditionally offered limited product lines for a single procedure or
disease. As these products matured and their growth slowed, many looked to exit
the market.

CSI's strategy has been to identify and acquire selected smaller companies and
product lines that can improve its existing market position or expand into new
clinical areas. Of particular interest are opportunities in infertility and the
healthcare needs of the aging female population.

Cooper's strong cash flow allows CSI to readily compete for these opportunities,
and CSI has added 20 major products or product lines to date while executing
this market consolidation strategy. CSI is now a leader in women's healthcare, a
growing market driven by favorable demographics and advancing technology.

CSI 2002 Performance

During 2002, CSI revenue grew 22 percent to $71.4 million. Internal organic
growth was about 8 percent with the remainder coming from product or product
line acquisitions. CSI now represents 23 percent of Cooper's revenue. Its
operating margin reached 20 percent for the fiscal year, up from 17 percent in
2001.

Medamicus, CSI's first entry into the growing urinary incontinence segment,
performed well in its first full year as a part of the company with its sales
more than doubling.

Acquisitions and New Products

During 2002, CSI acquired three companies:

o    In April, the bone densitometry business of Norland Medical Systems, Inc.
     adding products used in the evaluation of osteoporosis to the CSI
     portfolio.

o    In May, Ackrad Laboratories, Inc., a developer and manufacturer of
     disposable medical devices used primarily in the assessment of infertility.





<PAGE>

22 - The Cooper Companies Inc. 2002


o    In October, Sage BioPharma, a manufacturer of products used in assisted
     reproductive technology (ART). With just 370 clinics, the infertility
     market is convenient to serve, and CSI has strong brand awareness with its
     customers here.

CSI also introduced the Guardian Vaginal Retractor, designed to control the
anatomy during vaginal gynecologic procedures. Its unique design meets a
long-standing physician need.

Outlook

With the addition of these product lines, CSI expects revenue in 2003 to range
from $83 million to $86 million with operating margin approaching 25 percent.
Over the next several years, CSI expects to complete one or two acquisitions
annually and achieve high single-digit to low double-digit growth from existing
products.


 



<PAGE>

23 - The Cooper Companies Inc. 2002


Index to Financial Information

Five Year Financial Highlights                                                24

Two Year Quarterly Information                                                26

Quarterly Common Stock Price Range                                            26

Management's Discussion and Analysis of Financial Condition and
   Results of Operations                                                      27

Forward-Looking Statements                                                    38

Independent Auditors' Report                                                  39

Management's Statement Regarding Financial Reporting                          40

Consolidated Statements of Income                                             41

Consolidated Balance Sheets                                                   42

Consolidated Statements of Cash Flows                                         43

Consolidated Statements of Comprehensive Income                               45

Notes to Consolidated Financial Statements                                    46



 


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24 - The Cooper Companies, Inc. and Subsidiaries


Five Year Financial Highlights

Consolidated Operations


<TABLE>
<CAPTION>
Years Ended October 31,
(In thousands, except per share amounts)     2002       2001       2000       1999       1998
----------------------------------------   --------   --------   --------   --------   --------
<S>                                        <C>        <C>        <C>        <C>        <C>
Net sales                                  $315,306   $234,572   $201,217   $168,155   $148,912
                                           ========   ========   ========   ========   ========
Gross profit                               $199,493   $153,368   $133,117   $109,146   $ 93,148
                                           ========   ========   ========   ========   ========
Income from continuing operations before
   income taxes                            $ 65,169   $ 52,128   $ 42,127   $ 32,712   $ 23,087
Provision for (benefit of) income taxes      16,294     14,992     12,727     10,711    (34,723)
                                           --------   --------   --------   --------   --------
Income before items below                    48,875     37,136     29,400     22,001     57,810
Discontinued operations                          --         --         --      3,099    (17,964)
Cumulative effect of change in
   accounting principle                          --         --       (432)        --         --
                                           --------   --------   --------   --------   --------
Net income                                 $ 48,875   $ 37,136   $ 28,968   $ 25,100   $ 39,846
                                           ========   ========   ========   ========   ========
Diluted earnings (loss) per share:
Continuing operations                      $   1.57   $   1.22   $   1.01   $   0.77   $   1.89
Discontinued operations                          --         --         --       0.11      (0.59)
Cumulative effect of change in
   accounting principle                          --         --      (0.01)        --         --
                                           --------   --------   --------   --------   --------
Earnings per share                         $   1.57   $   1.22   $   1.00   $   0.88   $   1.30
                                           ========   ========   ========   ========   ========
Average number of shares used to compute
   diluted earnings per share                31,189     30,491     29,019     28,625     30,538
</TABLE>


Notes:

o    On November 5, 2002, our Board of Directors authorized a two-for-one stock
     split in the form of a stock dividend payable November 22, 2002 to
     stockholders of record on November 14, 2002. As a result, our consolidated
     financial statements reflect an increase in the number of outstanding
     shares of our common stock and the transfer of 10 cents per share par value
     of these additional shares from additional paid-in capital. We have
     restated all per share amounts to reflect the effect of the stock split.

o    Following our implementation of Statement of Financial Accounting Standards
     No. 142, "Goodwill and Other Intangible Assets," at the beginning of this
     year, we no longer amortize goodwill. Goodwill amortization included in
     prior years was:


<TABLE>
<CAPTION>
                                                        2001       2000       1999       1998
                                                      --------   --------   --------   --------
<S>                                                    <C>        <C>        <C>        <C>
                                                       $4,057     $2,996     $2,367     $2,283
</TABLE>




 


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25 - The Cooper Companies, Inc. and Subsidiaries


Consolidated Financial Position


<TABLE>
<CAPTION>
October 31,
(In thousands)                     2002       2001       2000       1999       1998
--------------                   --------   --------   --------   --------   --------
<S>                              <C>        <C>        <C>        <C>        <C>
Current assets                   $198,910   $155,205   $112,685   $100,461   $116,077*
Property, plant and equipment      87,944     61,028     47,933     40,319     34,234
Goodwill                          238,966    131,732     96,905     65,443     68,168
Other intangible assets            14,651     13,890     13,949     15,075     16,140
Other assets                       30,644     34,994     51,093     64,575     61,422
                                 --------   --------   --------   --------   --------
                                 $571,115   $396,849   $322,565   $285,873   $296,041
                                 ========   ========   ========   ========   ========

Short-term debt                  $ 36,333   $  8,249   $  8,094   $  4,888   $ 11,570
Other current liabilities          90,348     59,724     57,181     37,008     35,131
Long-term debt                    127,318     60,553     40,257     57,067     78,677
Other liabilities                   5,674     12,039     18,595     22,767     25,410
                                 --------   --------   --------   --------   --------
Total liabilities                 259,673    140,565    124,127    121,730    150,788
Stockholders' equity              311,442    256,284    198,438    164,143    145,253
                                 --------   --------   --------   --------   --------
                                 $571,115   $396,849   $322,565   $285,873   $296,041
                                 ========   ========   ========   ========   ========
</TABLE>


*    Includes net assets of discontinued operations sold in 1999.



 


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26 - The Cooper Companies, Inc. and Subsidiaries


Two Year Quarterly Financial Data

                                            First     Second    Third     Fourth
(In thousands, except per share amounts)   Quarter   Quarter   Quarter   Quarter
----------------------------------------   -------   -------   -------   -------
2002
Net sales                                  $58,112   $71,910   $90,563   $94,721
                                           =======   =======   =======   =======
Gross profit                               $37,485   $44,164   $55,719   $62,125
                                           =======   =======   =======   =======
Income before income taxes                 $13,250   $13,224   $18,302   $20,393
Provision for income taxes                   3,845     3,306     4,941     4,202
                                           -------   -------   -------   -------
Net income                                 $ 9,405   $ 9,918   $13,361   $16,191
                                           =======   =======   =======   =======
Diluted earnings per share                 $  0.30   $  0.32   $  0.43   $  0.52
                                           =======   =======   =======   =======
Number of shares used to compute
   diluted earnings per share               31,075    31,128    31,210    31,335
                                           =======   =======   =======   =======

2001
Net sales                                  $49,976   $57,182   $61,365   $66,049
                                           =======   =======   =======   =======
Gross profit                               $33,186   $37,469   $39,029   $43,684
                                           =======   =======   =======   =======
Income before income taxes                 $ 9,492   $12,680   $13,218   $16,738
Provision for income taxes                   3,183     3,970     2,857     4,982
                                           -------   -------   -------   -------
Net income                                 $ 6,309   $ 8,710   $10,361   $11,756
                                           =======   =======   =======   =======
Diluted earnings per share                 $  0.21   $  0.29   $  0.34   $  0.38
                                           =======   =======   =======   =======
Number of shares used to compute
   diluted earnings per share               29,635    30,248    30,768    31,072
                                           =======   =======   =======   =======

Note:

Quarterly goodwill amortization included    First     Second    Third     Fourth
in 2001 is:                                Quarter   Quarter   Quarter   Quarter
----------------------------------------   -------   -------   -------   -------
                                           $   938   $   911   $ 1,179   $ 1,029

Quarterly Common Stock Price Range

Years Ended October 31,                             2002             2001
-----------------------                       ---------------   ---------------
Quarter Ended                                  High     Low      High     Low
-------------                                 ------   ------   ------   ------
January 31                                    $25.37   $21.02   $20.75   $15.25
                                              ------   ------   ------   ------
April 30                                      $26.79   $21.19   $25.20   $17.45
                                              ------   ------   ------   ------
July 31                                       $27.55   $19.17   $25.70   $20.45
                                              ------   ------   ------   ------
October 31                                    $28.95   $20.32   $27.86   $20.35
                                              ------   ------   ------   ------

At December 31, 2002 and 2001, there were 865 and 1,097 common stockholders of
record respectively.



 


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27 - The Cooper Companies, Inc. and Subsidiaries



Management's Discussion and Analysis of
Financial Condition and Results of Operations

Note numbers refer to the "Notes to Consolidated Financial Statements" beginning
on page 46 of this report.

RESULTS OF OPERATIONS

In this section we discuss the results of our operations for fiscal 2002 and
compare them with those for fiscal 2001 and 2000. We discuss our cash flows and
current financial condition under "Capital Resources and Liquidity."

On November 5, 2002, our Board of Directors authorized a two-for-one stock split
in the form of a stock dividend payable November 22, 2002 to stockholders of
record on November 14, 2002. As a result, our consolidated financial statements
reflect an increase in the number of outstanding shares of our common stock and
the transfer of 10 cents per share par value of these additional shares from
additional paid-in capital. We have restated all per share amounts to reflect
the effect of the stock split.

Highlights: Fiscal Year 2002 vs. Fiscal Year 2001

o    Net sales up 34% to $315.3 million.

o    Gross profit up 30%; gross margin down by 2 percentage points to 63% of net
     sales.

o    Operating income up 22% to $67 million. Operating margin at 21% of net
     sales down by 2 percentage points.

o    Effective tax rate down to 25% from 29%.

o    Diluted earnings per share up 29% to $1.57 from $1.22.

SELECTED STATISTICAL INFORMATION - PERCENTAGE OF NET SALES AND GROWTH

Percent of Sales
Years Ended October 31,                 2002   % Growth   2001   % Growth   2000
-----------------------------------     ----   --------   ----   --------   ----

Net sales                               100%      34%     100%      17%     100%
Cost of sales                            37%      43%      35%      19%      34%
                                        ---               ---               ---
Gross profit                             63%      30%      65%      15%      66%
Selling, general and administrative      40%      41%      38%      13%      40%
Research and development                  1%      18%       2%      35%       1%
Amortization                              1%     (71%)      2%      23%       2%
                                        ---               ---               ---
Operating income                         21%      22%      23%      17%      23%
                                        ===               ===               ===

Net Sales

Cooper's two business units, CooperVision ("CVI") and CooperSurgical ("CSI")
generate all its revenue:

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

o    CSI markets medical devices, diagnostic products, surgical instruments and
     accessories for the gynecology market.



 


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28 - The Cooper Companies, Inc. and Subsidiaries


Cooper's consolidated revenue grew by 34% in 2002 and 17% in 2001. Net sales for
both CVI and CSI have grown consistently over the three-year period:

Growth
($ in millions)                                   2002 vs. 2001   2001 vs. 2000
---------------                                   -------------   -------------
Business Unit
CVI                                                $67.8   38%     $21.3   14%
                                                   =====   ==      =====   ==
CSI                                                $13.0   22%     $12.1   26%
                                                   =====   ==      =====   ==

2002 COMPARED WITH 2001

CVI Revenue

Practitioner and patient preferences in the worldwide contact lens market
continue to shift away from conventional lenses that are designed for annual
replacement to disposable and frequently replaced lenses. Disposable lenses are
designed for either a daily or a two-week replacement cycle; frequently replaced
lenses are replaced after one to three months. We refer to the combination of
disposable and frequently replaced lenses as "DPR" lenses. An additional
transition in the industry involves the shift away from commodity lenses to
value added specialty products, such as toric lenses, cosmetic lenses and
multifocal lenses.

CVI's revenue growth is driven by unit volume rather than by price.
Additionally, our average selling price on a per lens basis is decreasing,
reflecting increased sales of DPR lenses, which are marketed in multiple lens
packages. This is a global industry trend.

Soft Lens Revenue

CVI's worldwide soft contact lens revenue -- all revenue except royalty revenue,
freight reimbursement revenue and miscellaneous items -- grew 44% in fiscal
2002. Revenue from Biocompatibles Eye Care, Inc. ("Biocompatibles"), which we
acquired on February 28, 2002, contributed significantly to the growth.
Excluding Biocompatibles soft lens revenue of $55.9 million, however, total soft
lens revenue still grew 9%, reflecting our continued global market share gains
driven primarily by our specialty products.

Sales in 2001 included $3.6 million of initial stocking sales to Rohto
Pharmaceutical Co., Ltd. ("Rohto"), CVI's marketing partner in Japan. Less than
10% of these sales were repeated in fiscal 2002. Excluding the Rohto stocking
sales in 2001, soft lens revenue (excluding Biocompatibles) increased 11%. Soft
lens revenue includes sales of both spherical lenses and aspheric and specialty
lens products -- toric, cosmetic, multifocal lenses and lenses for patients with
dry eyes:

o    Aspheric lenses help improve visual acuity in low light conditions and
     correct low levels of astigmatism;

o    Toric lenses correct astigmatism;

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

o    Proclear lenses help enhance tissue-device compatibility for patients
     experiencing mild discomfort relating to dry eye during lens wear; and

o    Multifocal lenses are designed to correct presbyopia, an age-related vision
     defect.



 


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29 - The Cooper Companies, Inc. and Subsidiaries


CVI reported revenue includes Biocompatibles beginning in March 2002, when we
acquired it. To present growth in our total lens business, we have adjusted
reported revenue in the following table by adding Biocompatibles revenue for the
eight-months ended October 31, 2001. (This data was derived from the unaudited
ledgers of Biocompatibles for those periods.) Because we adjusted year-to-date
2001 revenue for eight months, our 2002 revenue does not require any adjustments
to be comparable. We think that adjusting the eight-month period is more
meaningful because we did not begin to control Biocompatibles' operations until
we acquired it. Since our acquisition of Biocompatibles, CVI has emphasized the
benefits of Proclear lenses; and in many cases, practitioners are now
recommending Proclear lenses in place of older CVI disposable spherical
products. Adjusted soft lens revenue grew 10% in 2002.

CVI Revenue

($ in millions)                                          2002     2001    Growth
---------------                                         ------   ------   ------
REPORTED:
U.S.                                                    $127.8   $105.4     21%
International                                            103.9     55.9     86%
                                                        ------   ------
Soft lens revenue                                        231.7    161.3     44%
Miscellaneous revenue                                     12.2     14.8    (18%)
                                                        ------   ------
Total reported                                          $243.9   $176.1     38%
                                                        ======   ======

Adjustments - To include Biocompatibles revenue for comparable periods:

Eight Months Ended October 31, 2001
(In millions)                                                     2001
-----------------------------------                              ------
U.S.                                                              $11.2
International                                                      37.3
                                                                  -----
Soft lens revenue                                                 $48.5
                                                                  =====

($ in millions)                                          2002     2001    Growth
---------------                                         ------   ------   ------
AS ADJUSTED:
U.S.                                                    $127.8   $116.6     10%
International                                            103.9     93.2     11%
                                                        ======   ======
Soft lens revenue                                        231.7    209.8     10%
Miscellaneous revenue                                     12.2     14.8    (18%)
                                                        ------   ------
Total as adjusted                                       $243.9   $224.6      9%
                                                        ======   ======

The 86% growth in reported international soft lens revenue, from $55.9 million
to $103.9 million, was largely due to international sales of Biocompatibles
products of $41.7 million in the eight months for which Biocompatibles' revenue
has been consolidated with our results. Our $3.6 million initial stocking sales
to Rohto in 2001 lowered the adjusted international market percentage growth in
the period to 11% from 16%.



 


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30 - The Cooper Companies, Inc. and Subsidiaries


Reported soft lens revenue in the United States, up 21%, included $14.2 million
of Biocompatibles revenue. On an adjusted basis, U.S. soft lens revenue grew
10%, due primarily to increased sales in toric, cosmetic and other specialty
lenses.

Outlook

We believe that CVI will continue to compete successfully in the worldwide
contact lens market, with its DPR toric line, aspheric products and newer
specialty products including color lenses (including both those that change and
those that accentuate the eye's natural color) and our newly introduced
multifocal lenses. Market demographics are favorable, as the teenaged
population, the age when most contact lens wear begins, is projected to grow
considerably in the United States and European markets over the next two
decades.

CVI New Products and Markets

CVI expects to continue to expand its product lines and broaden its geographic
presence:

o    Expanded United States distribution of Proclear Compatibles Toric lenses,
     currently in broad distribution overseas, beginning in January 2003.

o    Enhancement Colors, a new line of disposable cosmetic products that
     accentuates the natural color of the eye, is scheduled for launch in the
     United States in February 2003 and in markets outside the U.S. later in the
     year. These products complement our line of opaque lenses that change the
     appearance of the color of the eyes.

o    CVI's line of two-week replacement lenses will be launched in Japan in
     February of 2003 through Rohto, CVI's Japanese marketing partner.

o    The launch of Frequency Multifocal in markets outside the United States is
     scheduled for the third quarter of fiscal 2003.

o    A global launch of Proclear Aspheric is expected in the third quarter of
     fiscal 2003. Also, the worldwide introduction of Proclear Multifocal lenses
     is scheduled for 2004.

CSI Revenue

CSI's revenue grew 22% in fiscal 2002. About 8% of this was generated by
internal or organic growth, with the rest from acquisitions completed in the
last two fiscal years. Women's healthcare products used primarily by
obstetricians and gynecologists account for about 90% of CSI's revenue. The
balance represents sales of medical devices outside of women's healthcare where
CSI does not actively compete. These sales are excluded when calculating CSI's
organic growth. Because CSI's acquisitions have been accounted for as purchases,
results of operations of the acquired companies are included in our consolidated
results beginning on the date of acquisition. Acquisitions completed in fiscal
2002 or late in fiscal 2001 are discussed below. Acquisitions completed in
fiscal 2001 or late in fiscal 2000 are discussed under "2001 Compared with 2000"
in the "CSI Revenue" section.

In May 2002, CSI acquired privately held Ackrad Laboratories, Inc. ("Ackrad"), a
developer and manufacturer of disposable medical devices used primarily to
assess infertility and other gynecologic disorders.

Ackrad's principal product, accounting for about 65 percent of its revenue, is
the H/S Elliptosphere Catheter, used in the noninvasive assessment of the female
reproductive anatomy, primarily for fertility studies, and also to assess
abnormal uterine bleeding and pelvic pain.



 


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31 - The Cooper Companies, Inc. and Subsidiaries


In April 2002, CSI acquired the assets of the bone densitometry business of
Norland Medical Systems ("Norland"). Norland's densitometry products are used in
the evaluation of osteoporosis. CSI had been a distributor of these products
since November 2000. The Norland business offers both peripheral and central
bone density measurement systems.

In October 2002, CSI acquired Sage BioPharma, Inc., ("Sage") a developer and
manufacturer of products used in assisted reproductive therapy.

Demographics

Favorable demographic trends also drive CSI's business. The women of the
"baby-boomer" generation are reaching the age when gynecological procedures are
performed most frequently; and CSI has, through both acquisition and internal
development, built an extensive product line to diagnose and treat these
patients.

Outlook

We anticipate that CSI will continue to consolidate the women's healthcare
market and complete one or two acquisitions each year, with its revenue reaching
an annual run rate of $100 million by the end of 2003, with operating margins
approaching 25%.

2001 COMPARED WITH 2000

CVI Revenue

CVI's worldwide core business, all revenue other than sales to other contact
lens suppliers ("OEM" sales), grew 15% in fiscal 2001:

($ in millions)                    2001    % Total    2000    % Total   % Growth
---------------                   ------   -------   ------   -------   --------
United States                     $110.9      63%    $100.8      65%       10%
International                       62.3      35%      49.6      32%       25%
                                  ------     ---     ------     ---
Core business                      173.2      98%     150.4      97%       15%
OEM                                  2.9       2%       4.4       3%      (34%)
                                  ------     ---     ------     ---
Total                             $176.1     100%    $154.8     100%       14%
                                  ======     ===     ======     ===

During 2001, the British pound, the Euro and the Canadian dollar all weakened
against the U.S. dollar. In constant currency, our worldwide core business grew
17% and our international core revenue grew 30%. Strong results in Europe, where
revenue increased 32%, drove international growth.

DPR Lenses

Worldwide sales of all DPR lenses, both toric and spherical, accounted for 80%
of CVI's 2001 revenue. Sales of these products grew 16% in the United States and
21% worldwide.

Toric Lenses

Toric lenses are CVI's largest product line, representing about 45% of its
worldwide 2001 revenue. Total sales of toric lenses grew 13% in fiscal 2001. The
largest segment of the toric market is DPR torics, where CVI's revenue increased
23% worldwide.



 


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32 - The Cooper Companies, Inc. and Subsidiaries


New Products

During 2001, CVI introduced three new specialty lens products:

o    Frequency Multifocal, a multifocal lens designed for monthly replacement,
     which corrects presbyopia, an age-related vision defect.

o    Ascend, an aspheric lens designed for monthly replacement for patients with
     near and farsightedness. Ascend lenses are prescribed and billed by the
     practitioner but shipped directly to the consumer to minimize delivery time
     while enhancing practice revenue.

o    Frequency 55 Toric XR, designed for monthly replacement by astigmatic
     patients with complex vision issues.

OEM Business

After the acquisition of Aspect Vision Care in fiscal 1998, we de-emphasized OEM
sales, concentrating instead on branded products that generate higher margins.
OEM business generated 2% of total CVI revenue in 2001 and declined 34% from the
previous year.

CSI Revenue

CSI revenue grew 26% in fiscal 2001. Internal or organic growth generated about
10% of this growth, with the rest from acquisitions completed in the last two
fiscal years. Acquisitions completed in fiscal 2001 or late in fiscal 2000 are
discussed below.

In August 2001, CSI acquired Medscand Medical AB and Medscand (USA), Inc.,
collectively "Medscand," which develops, manufactures and markets specimen
collection devices used with products that help diagnose cervical cancer.
Medscand revenue in 2000 was about $7 million.

In April 2001, CSI acquired the LuMax System from MedAmicus, Inc. with revenue
of about $4 million in 2000. The LuMax System helps diagnose the cause of female
incontinence, the accidental loss of urine resulting in a medical or hygienic
problem. It uses patented fiber optic transducer technology to measure and
monitor the physiological factors associated with female urinary function.

In October 2000, CSI acquired MedaSonics, Inc., including its line of hand-held
and compact Doppler ultrasound systems used in obstetrics and gynecology as well
as in cardiology and other medical specialties. The Doppler line of products
revenue was about $4 million in 1999.

Cost of Sales/Gross Profit

Gross Profit % of Net Sales                    2002   2001   2000
---------------------------                    ----   ----   ----
CVI                                             67%    69%    70%
                                                --     --     --
CSI                                             51%    55%    55%
                                                --     --     --
Consolidated                                    63%    65%    66%
                                                --     --     --

CVI's gross margin decreased 2 percent from fiscal 2001, primarily due to the
acquisition of Biocompatibles in February, whose more mature product line
generates lower margins. Their newer line, featuring phosphorylcholine
technology, is growing and provides margins more in line with CVI's other
specialty products. Going forward, we expect that the continuing shift in
revenue to phosphorylcholine lenses away from the older line, combined with
ongoing manufacturing efficiencies, will result in improved margins.



 


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33 - The Cooper Companies, Inc. and Subsidiaries


For fiscal 2003, we anticipate that CVI's gross margins will remain about the
same as sales in lower-margin international markets expand, including sales to
distributors such as Rohto in Japan, and are offset by increased margins from
improved manufacturing efficiencies at both CVI and Biocompatibles.

Because we manufacture a significant amount of our inventory in England, CVI's
gross margins tend to decrease when the British pound strengthens against the
U.S. dollar and tend to improve when the pound weakens.

CSI's gross margin was 51% of sales in 2002, down from 55% in 2001 and 2000.
During the third quarter of 2002, CSI phased out the Cerveillance colposcopy
system, which captures and stores digital images of the cervix, and recorded a
charge against cost of sales (primarily write down of inventory distribution
rights and prepaid royalties) of about $2 million.

Cerveillance is being phased out because the Leisegang Prism system, with its
superior optics, acquired with the purchase of Leisegang Medical Inc. in 2000,
is known as the world's finest colposcopy equipment and is favored by customers.

CSI's gross margin from recurring activities (excluding the charge described
above) was 54% for fiscal 2002, down from 55% in 2001, primarily because of the
lower margins of certain products acquired while CSI executed its strategy to
consolidate the women's healthcare market.

For fiscal 2003, we expect that CSI gross margins from recurring activities will
not change significantly. We expect that the integration of recent acquisitions,
which will tend to increase margins, will be offset by future acquisitions and
other alliances that may initially tend to reduce margins.

Selling, General and Administrative Expense ("SGA")
(In millions)                                              2002    2001    2000
---------------------------------------------------       ------   -----   -----
CVI                                                       $ 98.9   $65.1   $56.6
CSI                                                         20.3    18.0    16.0
Headquarters                                                 7.5     6.7     6.7
                                                          ------   -----   -----
                                                          $126.7   $89.8   $79.3
                                                          ======   =====   =====

Consolidated SGA increased by 41% in 2002 and 13% in 2001. As a percentage of
net sales, consolidated SGA was 40%, 38% and 40% in fiscal 2002, 2001 and 2000,
respectively.

CVI's SGA increased 52% in 2002 and 15% in 2001. The increase in 2002 resulted
primarily from the acquisition of Biocompatibles, including certain additional
costs incurred during the integration period ("integration costs") of about $1.7
million for fiscal 2002. We expect SGA as a percentage of revenue to improve as
Biocompatibles is integrated. In addition, selling, promotion and distribution
costs to introduce new products increased in 2002 and 2001. As a percentage of
net sales, SGA at CVI was 41% in 2002 and 37% in 2001 and 2000.

At CSI, SGA increased 13% in 2002, significantly below the 22% sales growth.
Reported SGA in fiscal 2001 includes about $800,000 of one-time costs for
facility relocation and acquisition integration. Excluding these charges from
2001 SGA, the 2002 increase was 19%, closer to sales growth.

Headquarters' SGA decreased to 2.4% of consolidated revenue from 2.9% in 2001
and 3.3% in 2000. Absent material expenditures resulting from the Sarbanes-Oxley
Act and from potential additional regulations from the Securities and Exchange
Commission, we anticipate that Headquarters' SGA will continue to grow slower
than consolidated revenue.



 


<PAGE>

34 - The Cooper Companies, Inc. and Subsidiaries


Research and Development Expense

Research and development expense was 1% of net sales in fiscal 2002, 2% in
fiscal 2001 and 1% in 2000: $4.3 million in 2002, $3.7 million in 2001 and $2.7
million in 2000.

In 2002, we initiated development projects for new and improved contact lens
products. During the 2003 to 2005 period, CVI plans to invest in two new
research programs: the development of an extended wear contact lens and an
improved contact lens technology. We expect that research and development
expenses will increase by about $1.5 million to $2 million in 2003. Most of our
R&D expense, other than the two new programs, is for clinical and regulatory and
other development activities rather than basic research.

Amortization of Intangibles

Amortization of intangibles was $1.5 million in 2002, $5.2 million in 2001 and
$4.2 million in 2000. Amortization expense decreased in fiscal 2002, primarily
because following our adoption of Statement of Financial Accounting Standards
("SFAS") 142, we no longer amortize goodwill. Goodwill amortization reduced
operating income by $4.1 million in 2001 and $3 million in 2000 (see Note 3).
The increase in 2001 reflects the effect of acquisition activity during the
period.

Operating Income

Operating income grew $20.1 million or 43% between 2000 and 2002:

Years Ended October 31,
(In millions)                                           2002    2001    2000
-----------------------------------------------------   -----   -----   -----
CVI                                                     $60.4   $51.4   $47.3
CSI                                                      14.1    10.1     6.3
Headquarters                                             (7.5)   (6.7)   (6.7)
                                                        -----   -----   -----
                                                        $67.0   $54.8   $46.9
                                                        -----   -----   -----
Percent growth                                             22%     17%
                                                        =====   =====

Settlement of Disputes, Net

In 2000, we recorded a charge to income of $653,000 to settle a dispute with a
German distributor, including the write-off of a related investment in a joint
venture.

Other Income, Net

Years Ended October 31,
(In thousands)                                           2002     2001    2000
-----------------------------------------------------   ------   ------   -----
Interest income                                         $  179   $  443   $ 499
Gain on sale of Quidel stock                             1,168       --      --
Gain on Litmus/Quidel transaction                        2,075      719      --
Foreign exchange gain (loss)                             1,774       34    (256)
Gain on swap contract                                       --       --     240
Other                                                     (124)     (88)    172
                                                        ------   ------   -----
                                                        $5,072   $1,108   $ 655
                                                        ======   ======   =====



 


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35 - The Cooper Companies, Inc. and Subsidiaries


Gain on Sale of Quidel Stock

In fiscal 2002, we sold 592,000 shares of Quidel stock, and realized a gain of
approximately $1.2 million.

Gain on Litmus/Quidel Transaction

In the first quarter of 2001, Quidel Corporation ("Quidel") acquired Litmus
Concepts, Inc. ("Litmus") through an exchange of common stock. Cooper held a
preferred equity position in Litmus, which equated to approximately a 10 percent
ownership. As a result of this transaction, we received 1,138,725 shares of
Quidel's common stock, and at that time, we recorded a gain of $719,000, as the
market value of the Quidel shares received exceeded the carrying value of our
investment in Litmus. In the third quarter of 2002, we received an additional
334,727 shares of Quidel that were held in escrow and recorded a gain of $2.1
million, based on the fair market value of Quidel shares on the day we received
them.

Foreign Exchange

In conjunction with the closing of our acquisition of Biocompatibles and
providing additional capitalization for international operations, we provided
about $21 million in pounds sterling to a U.K. affiliate to settle a short-term
financing. While the loans were outstanding, the pound strengthened against the
dollar, and a net gain of about $1.5 million resulted when the loan was repaid.
$300,000 of additional gains resulted from currency exposures that were acquired
and not hedged. Our policy continues to be to hedge foreign exchange exposure
whenever possible. As such, we do not expect large gains or losses in the
future.

Gain on Swap Contract

In 2000, we repaid the Midland Bank loan and cancelled an interest rate swap,
realizing a gain of $240,000.

Interest Expense

Interest expense was $6.9 million in 2002, $3.7 million in 2001 and $4.7 million
in fiscal 2000. The increase in 2002 interest expense was driven by higher debt
levels needed for acquisitions, partially offset by lower interest rates. The
decrease in 2001 generally reflects lower interest rates and reduced average
debt in 2001.

Provision for Income Taxes

Our effective tax rate ("ETR") - provision for income taxes as a percent of
income before income taxes - for fiscal 2002 was 25%, down from fiscal 2001's
ETR of 29%. The reduction of our ETR resulted from a higher percent of our
income coming from our international operations (including the international
operations of Biocompatibles). Assuming no major acquisitions, we expect our ETR
to remain at 25% in fiscal 2003.

With our anticipated faster growth outside the U.S. and a favorable mix of
products manufactured outside the U.S., Cooper now expects its U.S. net
operating loss carry-forward ("NOLs") in the U.S. to last through 2006.

We implemented a global tax plan in fiscal 1999 to minimize both the taxes
reported in our statement of income and the actual taxes we will have to pay
once we use all the benefits of our NOLs. The global tax plan consisted of a
restructuring of the legal ownership structure for the CooperVision foreign
sales and manufacturing subsidiaries.



 


<PAGE>

36 - The Cooper Companies, Inc. and Susidiaries


The stock of those subsidiaries is now owned by a single foreign holding
company, which centrally directs much of the activities of those subsidiaries.
The foreign holding company has applied for and received the benefits of a
reduced tax rate under a special tax regime available in its country of
domicile. Assuming no other major acquisitions or large stock issuance, we
currently expect that this plan will extend the cash flow benefits of the
existing NOLs through 2006, and that actual cash payments of taxes will average
less than 5% of pretax profits over this period. After 2006, actual cash
payments of taxes are expected to average less than 20% of pretax profits.

CAPITAL RESOURCES & LIQUIDITY

Year 2002 Highlights

o    Operating cash flow $55.9 million vs. $25.6 million in 2001.

o    Closed four acquisitions and made contractual payments for prior
     acquisitions and paid other acquisition costs totaling $136.1 million.

o    Expenditures for purchases of property, plant and equipment $23.4 million
     vs. $16.8 million in 2001.

o    Increased credit facility with KeyBank from $75 million to $225 million,
     retaining favorable interest rates.

Comparative Statistics:

October 31,
(Dollars in millions, except per share amounts)                2002       2001
-----------------------------------------------               -------   --------
Cash and cash equivalents                                     $  10.3   $  12.9
Total assets                                                  $ 571.1   $ 396.8
Working capital                                               $  72.2   $  87.2
Total debt                                                    $ 163.7   $  68.8
Stockholders' equity                                          $ 311.4   $ 256.3
Ratio of debt to equity                                        0.53:1    0.27:1
Debt as a percentage of total capitalization                       34%       21%

Operating Cash Flows

Our major source of liquidity continues to be cash flow from operating
activities. Operating cash flow for fiscal 2002 was $55.9 million vs. $25.6
million in 2001. Cooper continued to improve its receivable collections
following difficulties experienced in late 2001 and early 2002 caused by the
installation of a new enterprise resource planning system at CVI. These problems
resulted in an unusually high level of Days of Sales Outstanding ("DSO's") at
the end of 2001 and the first quarter of 2002. At the end of the current year,
Cooper's DSO's were 71 days, an improvement of 17% from the 86 days reported at
the end of the first quarter. The improved collections resulted in cash outflow
being reduced to $1.4 million this year, vs. $21 million of cash used in fiscal
2001. Looking forward, we expect that DSO's will remain in the high 60's to low
70's range, although continued international expansion could tend to increase
DSO's moderately.



 


<PAGE>

37 - The Cooper Companies, Inc. and Susidiaries


Major uses of cash for operating activities included payments of $4 million on a
previously accrued dispute settlement with Medical Engineering Corporation, $2.6
million to fund entitlements under Cooper's bonus plans in the first quarter and
$8.8 million in interest payments and payments for costs incurred to obtain our
new $225 million credit facility.

Investing Cash Flows

The cash outflow of $155.1 million from investing activities was driven by the
acquisition of Biocompatibles and other businesses totaling $136.1 million and
capital expenditures of $23.4 million. The cash outflow was partially offset by
$4.4 million of cash received from the sale of Quidel shares.

Financing Cash Flows

Financing activities provided $96.3 million of cash, required primarily to fund
acquisitions. Most of this cash was provided by our $225 million line of credit.
Also, $6.1 million was provided by stock option exercises. In addition to debt
repayments of $128.3 million (including net repayments of $4.2 million of
short-term borrowing), we disbursed $1.5 million for dividends on our common
stock.

Risk Management (see Note 7)

We are exposed to changes in foreign currency exchange rates, principally debt
denominated in pounds sterling and from overseas operations denominated in
foreign currencies. We have hedged most of the debt by entering into contracts
to buy sterling forward. We are also exposed to changes in interest rates, as
the interest rate on most of our debt varies with the London Interbank Offered
Rate ("LIBOR").

Outlook

We believe that cash and cash equivalents on hand of $10.3 million plus cash
from operating activities will fund future operations, capital expenditures,
cash dividends and smaller acquisitions. During the year, in order to afford
increased flexibility for larger potential transactions, we expanded our credit
facilities with KeyBank as agent from $75 million to $225 million (see Note 6).
Funds will be used, as required, to fund acquisitions and potentially repay debt
carrying higher interest rates. At October 31, 2002, we had $68.5 million
available under the KeyBank line of credit.

Inflation and Changing Prices

Inflation has not had any appreciable effect on our operations in the last three
years.

New Accounting Pronouncements (See Note 1)


Estimates and Critical Accounting Policies (See Note 1)



 


<PAGE>

38 - The Cooper Companies, Inc. and Susidiaries


Forward-Looking Statements

Some of the information included in this annual report contains "forward-looking
statements" as defined by the Private Securities Litigation Reform Act of 1995.
The forward-looking statements include certain statements pertaining to our
capital resources, performance and results of operations. In addition, all
statements regarding anticipated growth in our revenue, 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 forward-looking
statements include major changes in business conditions, a major disruption in
the operations of our manufacturing facilities, new competitors or technologies,
significant delays in new product introductions, the impact of an undetected
virus on our computer systems, acquisition integration delays or costs,
increases in interest rates, 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, changes in geographical profit mix effecting tax rates, significant
environmental cleanup costs above those already accrued, litigation costs
including any related settlements or judgments, cost of business divestitures,
the requirement to provide for a significant liability or to write off a
significant asset, changes in accounting principles or estimates, and other
factors described in our Securities and Exchange Commission filings, including
the "Business" section in our Annual Report on Form 10-K for the year ended
October 31, 2002. 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.



 


<PAGE>

39 - The Cooper Companies, Inc. and Subsidiaries



Independent Auditors' Report

The Board of Directors and Stockholders

The Cooper Companies, Inc:

We have audited the accompanying consolidated balance sheets of The Cooper
Companies, Inc. and subsidiaries as of October 31, 2002 and 2001, 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, 2002. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Cooper
Companies, Inc. and subsidiaries as of October 31, 2002 and 2001, and the
results of their operations and their cash flows for each of the years in the
three-year period ended October 31, 2002, in conformity with accounting
principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, effective
November 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets."


                                               KPMG LLP
San Francisco, California
December 11, 2002




 


<PAGE>

40 - The Cooper Companies, Inc. and Subsidiaries


Management's Statement Regarding Financial Reporting

We prepared the financial statements in this annual report according to
accounting principles generally accepted in the United States of America, and we
are responsible for them. They include estimates based on our informed judgment.

Our accounting systems include controls to reasonably assure the safeguarding of
Cooper's assets and the production of financial statements that conform to
accounting principles generally accepted in the United States of America. We
supplement these by hiring and retaining qualified personnel and by providing
for appropriate separation of duties. Other financial information in this report
has been derived from the same books and records used to prepare our financial
statements and are subject to the same system of financial controls.

The Board of Directors, through its Audit and Finance Committee of three outside
directors, determines whether we fulfill our responsibilities to prepare
financial statements and maintain financial controls. This committee recommends
to the Board of Directors appointment of the Company's independent certified
public accountants, subject to ratification by the stockholders. It meets
regularly with management and the independent accountants. The independent
accountants have access to the committee without management present to discuss
auditing and financial reporting. Each committee member is familiar with finance
and accounting, and the chair is a financial executive.

KPMG LLP has been the Company's independent certified public accountant since
1980, when the Company incorporated. KPMG provides an objective, independent
review of the fairness of reported operating results and financial position.


           A. Thomas Bender                                  Robert S. Weiss

A. Thomas Bender                                     Robert S. Weiss
Chairman of the Board,                               Executive Vice President
President and Chief Executive Officer                and Chief Financial Officer



 


<PAGE>

41 - The Cooper Companies, Inc. and Subsidiaries


Consolidated Statements of Income


<TABLE>
<CAPTION>
Years Ended October 31,
(In thousands, except per share amounts)                        2002       2001       2000
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Net sales                                                     $315,306   $234,572   $201,217
Cost of sales                                                  115,813     81,204     68,100
                                                              --------   --------   --------
Gross profit                                                   199,493    153,368    133,117
Selling, general and administrative expense                    126,730     89,770     79,324
Research and development expense                                 4,315      3,658      2,711
Amortization of intangibles                                      1,477      5,182      4,213
                                                              --------   --------   --------
Operating income                                                66,971     54,758     46,869
Other income, net                                                5,072      1,108        655
Interest expense                                                 6,874      3,738      4,744
Settlement of disputes, net                                         --         --       (653)
                                                              --------   --------   --------
Income before income taxes and cumulative effect of change
   in accounting principle                                      65,169     52,128     42,127
Provision for income taxes                                      16,294     14,992     12,727
                                                              --------   --------   --------
Income before cumulative effect of change in accounting
   principle                                                    48,875     37,136     29,400
Cumulative effect of change in accounting principle, net of
   tax benefit of $218                                              --         --       (432)
                                                              --------   --------   --------
Net income                                                    $ 48,875   $ 37,136   $ 28,968
                                                              ========   ========   ========
Basic earnings per share:
   Income before cumulative effect of change in
      accounting principle                                    $   1.60   $   1.25   $   1.04
   Cumulative effect of change in accounting principle              --         --      (0.02)
                                                              --------   --------   --------
Basic earnings per share                                      $   1.60   $   1.25   $   1.02
                                                              ========   ========   ========
Diluted earnings per share:
   Income before cumulative effect of change in accounting
      principle                                               $   1.57   $   1.22   $   1.01
   Cumulative effect of change in accounting principle              --         --      (0.01)
                                                              --------   --------   --------
   Diluted earnings per share                                 $   1.57   $   1.22   $   1.00
                                                              ========   ========   ========
   Number of shares used to compute earnings per share:
      Basic                                                     30,558     29,673     28,376
                                                              ========   ========   ========
      Diluted                                                   31,189     30,491     29,019
                                                              ========   ========   ========
</TABLE>


See accompanying notes to consolidated financial statements.



 


<PAGE>

42 - The Cooper Companies, Inc. and Subsidiaries


Consolidated Balance Sheets


<TABLE>
<CAPTION>
October 31,
(In thousands)                                                     2002       2001
--------------                                                   --------   --------
<S>                                                              <C>        <C>
Assets
Current assets:
   Cash and cash equivalents                                     $ 10,255   $ 12,928
   Accounts receivable, less allowances of $3,883 in 2002 and
      $1,966 in 2001                                               74,545     55,318
   Inventories                                                     76,279     51,153
   Deferred tax assets                                             17,781     17,308
   Marketable securities                                            2,750      7,982
   Prepaid expenses and other current assets                       17,300     10,516
                                                                 --------   --------
      Total current assets                                        198,910    155,205
                                                                 --------   --------
Property, plant and equipment, at cost                            150,785     85,322
   Less accumulated depreciation and amortization                  62,841     24,294
                                                                 --------   --------
                                                                   87,944     61,028
                                                                 --------   --------
Goodwill                                                          238,966    131,732
Other intangibles                                                  14,651     13,890
Deferred tax assets                                                26,806     31,246
Other assets                                                        3,838      3,748
                                                                 --------   --------
                                                                 $571,115   $396,849
                                                                 ========   ========

Liabilities and Stockholders' Equity
Current liabilities:
   Short-term debt                                               $ 36,333   $  8,249
   Accounts payable                                                15,212     11,149
   Employee compensation and benefits                              13,415      6,609
   Accrued acquisition costs                                       24,773     16,378
   Accrued income taxes                                            12,261      7,688
   Other accrued liabilities                                       24,687     17,900
                                                                 --------   --------
      Total current liabilities                                   126,681     67,973
                                                                 --------   --------
Long-term debt                                                    127,318     60,553
Other liabilities                                                   5,674     12,039
                                                                 --------   --------
      Total liabilities                                           259,673    140,565
                                                                 --------   --------
Commitments and contingencies (see Note 11)
Stockholders' equity:
   Preferred stock, 10 cents par value, shares authorized:
      1,000; zero shares issued or outstanding
   Common stock, 10 cents par value, shares authorized:                --         --
      40,000; issued: 31,525 and 31,095 at October 31, 2002
      and 2001, respectively                                        3,153      3,110
   Additional paid-in capital                                     285,619    276,937
   Accumulated other comprehensive loss                            (4,396)    (3,305)
   Unearned compensation                                              (78)      (145)
   Retained earnings (deficit)                                     37,236    (10,112)
   Treasury stock at cost: 658 and 665 shares at October 31,
      2002 and 2001, respectively                                 (10,092)   (10,201)
                                                                 --------   --------
   Stockholders' equity                                           311,442    256,284
                                                                 --------   --------
                                                                 $571,115   $396,849
                                                                 ========   ========
</TABLE>


See accompanying notes to consolidated financial statements.



 


<PAGE>

43 - The Cooper Companies, Inc. and Subsidiaries


Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
Years Ended October 31,
(In thousands)                                                   2002        2001       2000
-----------------------                                        ---------   --------   --------
<S>                                                            <C>         <C>        <C>
Cash flows from operating activities:
Net income                                                     $  48,875   $ 37,136   $ 28,968
Adjustments to reconcile net income to net cash provided by
   operating activities:
   Deferred income taxes                                          11,736     12,895     10,894
   Depreciation expense                                            9,892      5,806      4,521
   Provision for doubtful accounts                                   944        251        426
   Amortization expense                                            1,477      5,182      4,213
Change in operating assets and liabilities excluding effects
   from acquisitions:
   Receivables                                                    (1,377)   (20,982)    (4,314)
   Inventories                                                    (8,111)   (11,581)    (2,150)
   Other assets                                                  (10,128)    (1,721)      (471)
   Accounts payable                                               (1,377)     2,499      1,339
   Accrued liabilities                                             3,821       (566)     3,644
   Income taxes payable                                            4,195        200     (3,042)
   Other long-term liabilities                                    (4,000)    (3,500)    (3,000)
                                                               ---------   --------   --------
Cash provided by operating activities                             55,947     25,619     41,028
                                                               ---------   --------   --------

Cash flows from investing activities:
Acquisitions of assets and businesses                           (136,138)   (48,217)   (24,444)
Purchases of property, plant and equipment                       (23,434)   (16,757)   (14,665)
Sale of marketable securities                                      4,382         --         --
Disposition costs paid                                                --       (234)    (1,455)
Other                                                                 97         --         --
                                                               ---------   --------   --------
   Cash used by investing activities                            (155,093)   (65,208)   (40,564)
                                                               ---------   --------   --------
</TABLE>


See accompanying notes to consolidated financial statements.



 


<PAGE>

44 - The Cooper Companies, Inc. and Subsidiaries


Consolidated Statements of Cash Flows - Concluded


<TABLE>
<CAPTION>
Years Ended October 31,
(In thousands)                                                    2002       2001       2000
-----------------------                                        ---------   --------   --------
<S>                                                            <C>         <C>        <C>
Cash flows from financing activities:
Proceeds from long-term line of credit                         $ 219,978   $ 32,839   $ 23,658
Repayment of long-term line of credit                           (117,326)   (11,000)   (16,500)
Principal payments on long-term obligations                       (6,686)    (2,082)   (19,881)
Net borrowings (repayments) under short-term agreements           (4,239)       355      3,566
Exercise of stock options                                          6,125     18,912      3,078
Dividends on common stock                                         (1,527)    (1,038)    (1,134)
                                                               ---------   --------   --------
Cash provided (used) by financing activities                      96,325     37,986     (7,213)
                                                               ---------   --------   --------
Effect of exchange rate changes on cash and cash equivalents         148        (77)       435
Net decrease in cash and cash equivalents                         (2,673)    (1,680)    (6,314)
Cash and cash equivalents at beginning of year                    12,928     14,608     20,922
                                                               ---------   --------   --------
Cash and cash equivalents at end of year                       $  10,255   $ 12,928   $ 14,608
                                                               =========   ========   ========
Supplemental disclosures of cash flow information:
   Cash paid for:
   Interest (net of amounts capitalized)                       $   8,787   $  3,179   $  4,130
                                                               =========   ========   ========
Income taxes                                                   $   1,311   $  1,534   $  4,480
                                                               =========   ========   ========
Supplemental disclosure of noncash investing and financing
   activities:
Issuance of stock for acquisitions                                   109        302      6,192
</TABLE>


See accompanying notes to consolidated financial statements.



 


<PAGE>

45 - The Cooper Companies, Inc. and Subsidiaries


Consolidated Statements of Comprehensive Income


<TABLE>
<CAPTION>
Years Ended October 31,
(In thousands)                                            2002      2001      2000
-----------------------                                 -------   -------   -------
<S>                                                     <C>       <C>       <C>
Net income                                              $48,875   $37,136   $28,968
Other comprehensive income (loss), net of tax:
   Foreign currency translation adjustment                2,135      (194)   (2,963)
   Change in value of derivative instruments                516      (741)       --
   Additional minimum pension liability                  (1,081)       --        --
   Unrealized gain on marketable securities:
      Gain (loss) arising during period                  (1,918)    1,188        --
      Reclassification adjustment                          (743)       --        --
                                                        -------   -------   -------
      Unrealized gain (loss) on marketable securities    (2,661)    1,188        --
                                                        -------   -------   -------
Other comprehensive income (loss), net of tax            (1,091)      253    (2,963)
                                                        -------   -------   -------
Comprehensive income                                    $47,784   $37,389   $26,005
                                                        =======   =======   =======
</TABLE>


Analysis of changes in accumulated other comprehensive loss:


<TABLE>
<CAPTION>
                                                       Unrealized
                             Foreign      Change in       Gain
                            Currency      Value of     (loss) on     Minimum
                           Translation   Derivative    Marketable    Pension
                            Adjustment   Instruments   Securities   Liability    Total
                           -----------   -----------   ----------   ---------   -------
<S>                          <C>            <C>         <C>          <C>        <C>
Balance October 31, 1999     $  (595)       $  --       $    --      $    --    $  (595)
2000 activity                 (2,963)          --            --           --     (2,963)
                             -------        -----       -------      -------    -------
Balance October 31, 2000      (3,558)          --            --           --     (3,558)
2001 activity                   (194)        (741)        1,188           --        253
                             -------        -----       -------      -------    -------
Balance October 31, 2001      (3,752)        (741)        1,188           --     (3,305)
2002 activity                  2,135          516        (2,661)      (1,081)    (1,091)
                             -------        -----       -------      -------    -------
Balance October 31, 2002     $(1,617)       $(225)      $(1,473)     $(1,081)   $(4,396)
                             =======        =====       =======      =======    =======
</TABLE>


See accompanying notes to consolidated financial statements.



 


<PAGE>

46 - The Cooper Companies, Inc. and Subsidiaries



Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

General

The Cooper Companies, Inc. ("Cooper" or "we" and similar pronouns), through its
two business units, develops, manufactures and markets healthcare products.
CooperVision ("CVI") markets a range of specialty contact lenses to correct
visual defects, including toric lenses to correct astigmatism, cosmetic lenses
to change or enhance the appearance of the eyes' natural color, multifocal
lenses designed to correct presbyopia, an age-related vision defect, and lenses
for patients with dry eyes. Its leading products are disposable and planned
replacement toric and spherical lenses. CooperSurgical ("CSI") markets medical
devices, diagnostic products and surgical instruments and accessories used
primarily by gynecologists and obstetricians.

Estimates and Critical Accounting Policies

Estimates and judgments made by management are an integral part of financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America ("GAAP"). Actual results may be different from
estimated amounts included in our financial statements. We believe that the
following critical accounting policies address the significant estimates
required of management when preparing our consolidated financial statements in
accordance with GAAP:

o    Revenue recognition - In general, we recognize revenue upon shipment of our
     products, when risk of ownership transfers to our customers. We record,
     based on historical statistics, appropriate provisions for shipments to
     customers who have the right of return.

o    Adequacy of allowance for doubtful accounts - In accordance with GAAP, our
     reported balance of accounts receivable, net of the allowance for doubtful
     accounts, represents our estimate of the amount that will be realized in
     cash. We review the adequacy of our allowance for doubtful accounts on an
     ongoing basis, using historical payment trends and the age of the
     receivables, complemented by individual knowledge of our customers. If and
     when our analyses indicate, we increase or decrease our allowance
     accordingly.

o    Net realizable value of inventory - GAAP states that inventories be stated
     at the lower of cost or market. On an ongoing basis, we review the carrying
     value of our inventories, measuring number of months on hand and other
     indications of salability and reduce the value of inventory if there are
     indications that the carrying value is greater than market.

o    Valuation of goodwill - We evaluate our goodwill balances and test them for
     impairment in accordance with the provisions of Statements of Financial
     Accounting Standards 141, "Business Combinations," and No. 142, "Goodwill
     and Other Intangible Assets" (see Note 3).

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



 


<PAGE>

47 - The Cooper Companies, Inc. and Subsidiaries


Consolidation

The financial statements in this report include the accounts of all of Cooper's
consolidated entities. Intercompany transactions and balances are eliminated in
consolidation.

Foreign Currency Translation

Most of our operations outside of the United States have their reporting
currency as their functional currency. We translate these assets and liabilities
into U.S. dollars at year-end exchange rates. We translate income and expense
accounts at weighted average rates for each year. We record gains and losses
from the translation of financial statements in foreign currencies into U.S.
dollars in other comprehensive income. We record gains and losses from changes
in exchange rates on transactions denominated in currencies other than each
reporting location's functional currency in net income for each period. Net
foreign exchange gain (loss) included in the determination of net income for the
years ended October 31, 2002, 2001 and 2000 was $1.8 million, $34,000 and
($256,000), respectively.

Derivatives

We use derivatives to reduce market risks associated with changes in foreign
exchange and interest rates. We do not use derivatives for trading or
speculative purposes. We believe that the counter party with whom we enter into
forward exchange contracts and interest rate swap agreements is financially
sound and that the credit risk of these contracts is negligible.

Cash and Cash Equivalents

Cash and cash equivalents include commercial paper and other short-term income
producing securities with maturity dates of three months or less. These
investments are readily convertible to cash and are carried at cost, which
approximates market value.

Inventories, at the Lower of Average Cost or Market

October 31,
(In thousands)                                                  2002      2001
--------------                                                -------   -------
Raw materials                                                 $13,176   $ 9,889
Work-in-process                                                14,067     8,491
Finished goods                                                 49,036    32,773
                                                              -------   -------
                                                              $76,279   $51,153
                                                              =======   =======

Property, Plant and Equipment, at Cost

October 31,
(In thousands)                                                  2002       2001
--------------                                                --------   -------
Land and improvements                                         $  1,545   $ 1,348
Buildings and improvements                                      26,418    13,441
Machinery and equipment                                        122,822    70,533
                                                              --------   -------
                                                              $150,785   $85,322
                                                              ========   =======

We compute depreciation using the straight-line method in amounts sufficient to
write off depreciable assets over their estimated useful lives. We amortize
leasehold improvements over their estimated useful lives or the period of the
related lease, whichever is shorter. We depreciate buildings over 35 to 40 years
and machinery and equipment over 3 to 15 years.



 


<PAGE>

48 - The Cooper Companies, Inc. and Subsidiaries


We expense costs for maintenance and repairs and capitalize major replacements,
renewals and betterments. We eliminate the cost and accumulated depreciation of
depreciable assets retired or otherwise disposed of from the asset and
accumulated depreciation accounts and reflect any gains or losses in operations
for the period.

Earnings Per Share ("EPS")

We determine basic EPS by using the weighted average number of shares
outstanding and then add outstanding dilutive stock options to determine diluted
EPS (see Note 4). On November 5, 2002, our Board of Directors authorized a
two-for-one stock split effected in the form of a stock dividend payable
November 22, 2002 to stockholders of record on November 14, 2002. As a result,
our consolidated financial statements reflect an increase in the number of
outstanding shares of our common stock and the transfer of 10 cents per share
par value of these additional shares from additional paid-in capital. We have
restated per share amounts to reflect the effect of the stock split.

Stock-Based Compensation

We account for stock-based compensation in accordance with Statement of
Financial Accounting Standards ("SFAS") 123, "Accounting for Stock-Based
Compensation." This statement establishes financial accounting and reporting
standards for stock-based compensation, including employee stock option plans.
As allowed by SFAS 123, we continue to measure compensation expense under
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees," and related interpretations (see Note 9).

New Accounting Pronouncements

We adopted Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" ("SFAS 142"), on November 1, 2001. In accordance with
the requirements of SFAS 142, during the six months ended April 30, 2002, we:

o    Evaluated the balance of goodwill and other intangible assets recorded on
     our consolidated balance sheet as of October 31, 2001. Apart from goodwill,
     no reclassifications were required to conform to the new criteria for
     recognition.

o    Reassessed the useful lives and residual values of all acquired intangible
     assets. No amortization period adjustments were required, and we had no
     intangible assets (other than goodwill) with indefinite useful lives.

o    Determined that the reporting units to be used to test for goodwill
     impairment in accordance with SFAS 142 were CVI and CSI.

o    Determined that the fair value of each reporting unit exceeded its carrying
     value. Accordingly, none of our goodwill was impaired, as of the date of
     adoption of SFAS 142.

We performed our first annual evaluation of our goodwill effective May 1, 2002,
determining that the fair value of each reporting unit continued to exceed its
carrying value.



 


<PAGE>

49 - The Cooper Companies, Inc. and Subsidiaries


Pro Forma Earnings Per Share ("EPS"):

In accordance with SFAS 142, we no longer amortize goodwill. Actual information
for fiscal 2002 and pro forma EPS for fiscal 2001 and 2000 are presented below:


<TABLE>
<CAPTION>
Years Ended October 31,
(In thousands, except for earnings per share)            2002      2001      2000
---------------------------------------------          -------   -------   -------
<S>                                                    <C>       <C>       <C>
Net income                                             $48,875   $37,136   $28,968
Add back goodwill amortization*                             --     2,962     2,151
                                                       -------   -------   -------
Pro forma net income                                   $48,875   $40,098   $31,119
                                                       =======   =======   =======

Pro forma earnings per share:
   Basic                                               $ 1.60    $  1.35   $  1.10
                                                       =======   =======   =======
   Diluted                                             $ 1.57    $  1.32   $  1.07
                                                       =======   =======   =======
Number of shares used to compute earnings per share:
   Basic                                                30,568    29,673    28,376
                                                       =======   =======   =======
   Diluted                                              31,189    30,491    29,019
                                                       =======   =======   =======
</TABLE>


*    Net of tax, assuming an effective tax rate of 27% for 2001 and 28.2% for
     2000.

Note 2. Acquisitions

All acquisitions disclosed here have been accounted for as purchases.
Accordingly, results of operations for acquired companies are included in our
consolidated results of operations from the date of acquisition. All of these
acquisitions were made to further the business objectives of both CVI and CSI:

CVI: To continue to grow revenue at one and one-half to two times the rate of
     the world market and to become the world's largest specialty contact lens
     provider by mid-decade.

CSI: To identify and acquire selected smaller companies and product lines that
     can improve its existing market position in women's healthcare or offer
     opportunities in new clinical areas.

Acquisition of Biocompatibles

On February 28, 2002, Cooper acquired the contact lens business of
Biocompatibles International plc. ("Biocompatibles"), comprised of its wholly
owned subsidiaries Hydron Limited ("Hydron"), Biocompatibles Eye Care Inc. ("BE
Inc.") and Biocompatibles Canada Inc. ("BE Canada"). Under an International
Share Sale Agreement (the "Sale Agreement") dated January 15, 2002, among
Biocompatibles, Cooper and Cooper's wholly owned subsidiary Aspect Vision
Holdings Limited ("AVH"), Biocompatibles sold all of the outstanding shares of
Hydron to AVH and all of the outstanding shares of BE Inc. and BE Canada to
Cooper.

Biocompatibles had worldwide revenue in calendar 2001 of about $70 million,
about 70% outside of North America. Biocompatibles products are manufactured in
Norfolk, Virginia; Farnborough, United Kingdom; Adelaide, Australia and Madrid,
Spain.



 


<PAGE>

50 - The Cooper Companies, Inc. and Subsidiaries


The aggregate consideration paid for the shares and to repay outstanding
indebtedness of the acquired business was 'L'70 million (about $99 million)
plus transaction costs. In the purchase price allocation, $81.5 million has been
ascribed to goodwill, which is not being amortized, and other intangible assets
of $1.1 million being amortized over 8 years. The purchase price allocation also
included $27.7 million of working capital, $23.3 million of accrued acquisition
costs and $11.7 million of property, plant and equipment. Cooper paid 'L'24
million (about $34 million) in cash at closing, from its line of credit, and
together with AVH issued promissory notes of 'L'44 million (about $62.2
million) to Biocompatibles, maturing on November 15, 2002 and bearing interest
at 5% per annum. The notes could be prepaid at any time at the option of Cooper
and AVH without penalty. We negotiated an expanded bank credit facility which
was completed May 1, 2002, and used part of the proceeds to repay the notes on
May 2, 2002.

The following unaudited pro forma consolidated condensed results of operations
for years ended October 31, 2002 and 2001 are presented as if Biocompatibles had
been acquired at the beginning of each period presented. The unaudited pro forma
information is not indicative of either the results of operations that would
have occurred if Biocompatibles had been purchased during the periods presented
or of future results of the combined operations. Pro forma net income does not
include goodwill amortization expense in any period. We used a 27% effective tax
rate for all periods.

Years Ended October 31,                                      2002         2001
(In thousands, except for earnings per share)              Pro Forma   Pro Forma
---------------------------------------------              ---------   ---------
Net operating revenue                                       $339,947    $305,194
                                                            ========    ========
Net income                                                  $ 49,764    $ 35,089
                                                            ========    ========

EPS:

   Basic                                                    $   1.63    $   1.18
                                                            ========    ========
   Diluted                                                  $   1.60    $   1.15
                                                            ========    ========

Shares outstanding for:
   Basic                                                      30,568      29,673
                                                            ========    ========
   Diluted                                                    31,189      30,491
                                                            ========    ========

Acquisition of Ackrad Laboratories

On May 21, 2002, CSI acquired privately held Ackrad Laboratories, Inc.,
("Ackrad") a developer and manufacturer of disposable medical devices used
primarily in the assessment of infertility and other gynecologic disorders.

We paid $12 million at closing for Ackrad. The Ackrad results have been included
in our financial statements from the date of acquisition. The purchase price
allocation ascribed $11.5 million to goodwill, $1.6 million to working capital
(including accrued acquisition costs of $2.4 million), $442,000 to net property,
plant and equipment and $847,000 to deferred tax assets.

Ackrad's principal product, which accounts for about 65 percent of its revenue,
is the H/S Elliptosphere Catheter, used in hysterosalpingography and saline
contrast hysterosonography, the noninvasive assessment of the female
reproductive anatomy. It is used primarily for fertility studies, and also to
assess abnormal uterine bleeding and pelvic pain.



 


<PAGE>

51 - The Cooper Companies, Inc. and Subsidiaries


Acquisition of Norland Medical Systems

On April 15, 2002, CSI acquired the assets of the bone densitometry business of
Norland Medical Systems ("Norland"). Norland's densitometry products, which are
used in the evaluation of osteoporosis, had sales of $8.5 million (unaudited) in
its 2001 fiscal year. CSI plans to maintain operations at the Norland's Fort
Atkinson, Wisconsin, facility and will continue to use the Norland brand name.
CSI had been a distributor of these products since November 2000.

The Norland business offers both peripheral and central bone density measurement
systems.

Cooper paid $3.5 million at closing, net of $1.5 million held back against
representations and warranties, which expire January 31, 2004, and may pay
additional amounts not to exceed a maximum purchase price of $12 million based
on performance over three years. The initial purchase price allocation ascribed
$6.4 million to goodwill, $2.2 million to working capital (including accrued
acquisition costs of $1.6 million), $200,000 to net property, plant and
equipment and $600,000 to deferred tax assets.

Acquisition of Medscand Medical

On August 27, 2001, CSI purchased Medscand Medical AB, a Swedish corporation,
and Medscand (USA), Inc., an affiliated company (collectively, "Medscand").
Medscand develops, manufactures and markets specimen collection products that
are used to help physicians diagnose cervical disease.

Cooper paid $12 million for Medscand. In the purchase price allocation, $10.4
million was ascribed to goodwill, which is not being amortized, with other
intangible assets of $450,000 being amortized over 5-7 years. The purchase price
allocation included working capital of $1.5 million, plant, property and
equipment of $0.5 million and net acquisition accrual of $0.8 million.

Medscand markets its products to clinicians, clinics, hospitals, laboratories
and test manufacturers throughout the world. About 85 percent of Medscand's
revenue is generated in the United States. Its products are used in the top 25
cancer centers in the United States.

Acquisition of CL Tinters Oy

On May 29, 2001, Cooper's CVI unit completed the acquisition of privately held
CL-Tinters Oy ("CLT"), a leading manufacturer of cosmetic contact lenses, who
also applies the color tints to CVI's aspheric cosmetic contact lenses. The
total acquisition cost was about $27 million, including $14 million cash paid at
closing, future payments and other costs associated with the acquisition. The
purchase price allocation was established at $1 million for patents, and $23.2
million for goodwill and was being amortized over 40 years through the end of
fiscal 2001. The purchase price allocation included working capital of $1.6
million; property, plant and equipment of $2 million and $0.8 million of other
acquisition costs.

Acquisition of LuMax Product Line from MedAmicus

On April 25, 2001, CSI completed the purchase of the LuMax System from
MedAmicus, Inc. Cooper paid approximately $4 million in cash at closing, with
$700,000 due at a later date, for the LuMax System. Of the $4.7 million purchase
price, $3.6 million has been ascribed to goodwill and was being amortized over
20 years through the end of fiscal 2001.

Gynecologists purchase over 80 percent of LuMax Systems, with revenue split
about equally between monitors and disposable catheters.



 


<PAGE>

52 - The Cooper Companies, Inc. and Subsidiaries


Acquisition of MedaSonics

On October 18, 2000, CSI acquired MedaSonics, Inc., including its line of
handheld and compact Doppler ultrasound systems used in obstetrics and
gynecology as well as in cardiology and other medical specialties.

We paid cash of $500,000 and issued 162,290 shares of our common stock, having a
market value of $5.6 million at the closing. An additional 19,721 shares were
paid subsequent to closing, and 7,117 shares were issued on the second
anniversary date of the acquisition.

Goodwill has been recorded at $5.4 million and was being amortized over 20 years
through the end of fiscal 2001.

Acquisition of Leisegang

On January 31, 2000, we acquired a group of women's healthcare products (the
"Leisegang Business") from NetOptix Corporation for approximately $10 million in
cash at closing, plus in May 2000, an additional $250,000. Before the
acquisition, the Leisegang Business had annual revenue (unaudited) of more than
$11 million from operations in the U.S., Germany and Canada.

The Leisegang Business consists of diagnostic and surgical instruments including
colposcopes, instruments to perform loop electrosurgical excision procedures,
hand-held gynecological instruments, disposable specula and cryosurgical
systems. Many of these products are disposable, including the Sani-Spec line of
plastic specula, its largest product group.

Goodwill has been recorded at $5.4 million and was being amortized over 20
years, through the end of fiscal 2001.

Acquisition of BEI

On December 8, 1999, we acquired a group of women's healthcare products from BEI
Medical Systems Company, Inc., including uterine manipulators and other products
for the gynecological surgery market, for approximately $10.3 million in cash.
Most of these products are disposable. Physicians use them in both their offices
and in hospitals.

Goodwill has been recorded at $8.4 million and was being amortized over 20 years
through the end of fiscal 2001.

Accrued Acquisition Costs

In conjunction with recording acquisitions, we accrue for the estimated costs of
severance, legal, consulting, due diligence, plant/office closure and deferred
acquisition payments. The chart below shows the balance at October 31, 2001 and
activity recorded in 2002.



 


<PAGE>

53 - The Cooper Companies, Inc. and Subsidiaries


                            Balance                                     Balance
Description               10/31/2001   Additions   Payments   Other   10/31/2002
-----------               ----------   ---------   --------   -----   ----------
Severance                   $   200     $12,305    $ (3,540)   $ --     $ 8,965
Legal & consulting            6,787       5,443      (8,748)     60       3,542
Plant shutdown                  180       9,268      (1,641)     --       7,807
Hold back due                 9,148       3,008      (6,323)     --       5,833
Other                            63       1,156      (1,161)     68         126
                            -------     -------    --------    ----     -------
Total                       $16,378     $31,180    $(21,413)   $128     $26,273
                            =======     =======    ========    ====     =======

Note 3. Intangible Assets


<TABLE>
<CAPTION>
(In thousands)                     As of October 31, 2002    As of October 31, 2001
--------------                    -----------------------   -----------------------
                                    Gross                     Gross
                                  Carrying    Accumulated   Carrying    Accumulated
                                   Amount    Amortization    Amount    Amortization
                                  --------   ------------   --------   ------------
<S>                                <C>          <C>          <C>          <C>
Other intangible assets:
Trademarks                         $   578      $  144       $   578      $  118
Patents                             13,811       4,382        12,711       3,586
License and distribution rights      5,554       1,509         5,204       1,045
Other                                  778          35           150           5
                                   -------      ------       -------      ------
                                   $20,721      $6,070       $18,643      $4,754
                                   =======      ======       =======      ======
</TABLE>


Estimated annual amortization expense is about $1.8 million for each of the
years in the five-year period ending October 31, 2007.

(In thousands)
--------------

Goodwill:
Balance as of November 1, 2001                                          $131,732
Net additions through October 31, 2002                                   104,480
Other adjustments*                                                         2,754
                                                                        --------
                                                                        $238,966
                                                                        ========

* Primarily translation differences in goodwill denominated in foreign
  currency.



 


<PAGE>

54 - The Cooper Companies, Inc. and Subsidiaries


Note 4. Earnings Per Share


<TABLE>
<CAPTION>
Years Ended October 31,
(In thousands, except per share amounts)                   2002      2001      2000
----------------------------------------                 -------   -------   -------
<S>                                                      <C>       <C>       <C>
Income from continuing operations                        $48,875   $37,136   $29,400
Cumulative effect of change in accounting principle,
   net of taxes of $218                                       --        --      (432)
                                                         =======   =======   =======
Net income                                               $48,875   $37,136   $28,968
                                                         =======   =======   =======

Basic:
Weighted average common shares                            30,568    29,673    28,376
                                                         =======   =======   =======
Basic earnings per common share:
   Continuing operations                                 $  1.60   $  1.25   $  1.04
   Cumulative effect of change in accounting principle        --        --     (0.02)
                                                         -------   -------   -------
Basic earnings per share:                                $  1.60   $  1.25   $  1.02
                                                         =======   =======   =======

Diluted:
Weighted average common shares                            30,568    29,673    28,376
Effect of dilutive stock options                             621       818       643
                                                         -------   -------   -------
Diluted weighted average common shares                    31,189    30,491    29,019
                                                         =======   =======   =======

Diluted earnings per share:
   Continuing operations                                 $  1.57   $  1.22   $  1.01
   Cumulative effect of change in accounting principle        --        --     (0.01)
                                                         -------   -------   -------
Diluted earnings per share:                              $  1.57   $  1.22   $  1.00
                                                         =======   =======   =======
</TABLE>


We excluded the following options to purchase Cooper's common stock from the
computation of diluted EPS because their exercise prices were above the average
market price.

October 31,                               2002            2001           2000
-----------                           -------------   -------------   ----------
Number of shares excluded                 1,633,500         859,000    1,978,500
                                      =============   =============   ==========
Range of exercise prices              $24.40-$31.11   $25.18-$31.11   $17-$31.11
                                      =============   =============   ==========



 


<PAGE>

55  - The Cooper Companies, Inc. and Subsidiaries


Note 5. Income Taxes

The components of income from continuing operations before income taxes and
extraordinary items and the income tax provision (benefit) related to income
from all operations in the consolidated statements of income consists of:


<TABLE>
<CAPTION>
Years Ended October 31,
(In thousands)                                                 2002      2001      2000
-----------------------                                      -------   -------   -------
<S>                                                          <C>       <C>       <C>
Income from continuing operations before income taxes and
   extraordinary items:
United States                                                $33,512   $38,485   $35,844
Outside the United States                                     31,657    13,643     6,283
                                                             -------   -------   -------
                                                             $65,169   $52,128   $42,127
                                                             =======   =======   =======
Income tax provision (benefit) related to income from all
   operations:
From continuing operations                                   $16,294   $14,992   $12,727
From cumulative effect of a change in accounting principle        --        --      (218)
From discontinued operations                                      --        --        --
                                                             =======   =======   =======
                                                             $16,294   $14,992   $12,509
                                                             =======   =======   =======
</TABLE>


The income tax provision (benefit) related to income from continuing operations
in the consolidated statements of income consists of:

Years Ended October 31,
(In thousands)                                 2002         2001          2000
-----------------------                      -------      -------       -------

Current
   Federal                                   $    --      $   918       $ 1,508
   State                                         990         (205)       (2,474)
   Foreign                                     3,568        1,384         2,799
                                             -------      -------       -------
                                               4,558        2,097         1,833
                                             -------      -------       -------
Deferred
   Federal                                    11,736       11,283         9,532
   State                                          --        1,612         1,362
   Foreign                                        --           --            --
                                             -------      -------       -------
                                              11,736       12,895        10,894
                                             -------      -------       -------
                                             $16,294      $14,992       $12,727
                                             =======      =======       =======



 


<PAGE>

56 - The Cooper Companies, Inc. and Subsidiaries


We reconcile the provision for income taxes attributable to income from
continuing operations and the amount computed by applying the statutory federal
income tax rate of 35% to income from continuing operations before income taxes
as follows:


<TABLE>
<CAPTION>
Years Ended October 31,
(In thousands)                                                         2002     2001      2000
-----------------------                                              -------   -------   -------
<S>                                                                  <C>       <C>       <C>
Computed expected provision for taxes from
   continuing operations                                             $22,809   $18,245   $14,744
Increase (decrease) in taxes resulting from:
   Income outside the United States subject to different tax rates    (7,512)   (2,626)     (534)
   Amortization of intangibles                                            --       412       426
   Foreign source income subject to US tax                               513        --        --
   State taxes, net of federal income tax benefit                        644       588     1,271
   Reversal of prior years' estimated state tax liabilities
      no longer required                                                  --    (1,026)   (2,330)
   Change in valuation allowance                                          --      (948)     (655)
   Other, net                                                           (160)      347      (195)
                                                                     -------   -------   -------
Actual provision for income taxes                                    $16,294   $14,992   $12,727
                                                                     =======   =======   =======
</TABLE>


The tax effects of temporary differences that give rise to the deferred tax
assets and liabilities are:


<TABLE>
<CAPTION>
October 31,
(In thousands)                                                                2002      2001
--------------                                                              -------   -------
<S>                                                                         <C>       <C>
Deferred tax assets:
   Accounts receivable, principally due to allowances for
     doubtful accounts                                                      $   943   $   478
   Inventories                                                                2,374     2,154
   Litigation settlements                                                     2,625     4,025
   Accrued liabilities, reserves and compensation accruals                    6,217     5,346
   Unrealized loss on marketable securities                                     793        --
   Net operating loss carryforwards                                          34,406    38,042
   Capital loss carryforwards                                                 2,617     2,617
   Tax credit carryforwards                                                   2,284     3,110
                                                                            -------   -------
      Total gross deferred tax assets                                        52,259    55,772
      Less valuation allowance                                               (4,795)   (5,540)
                                                                            -------   -------
      Deferred tax assets                                                    47,464    50,232
                                                                            -------   -------

Deferred tax liabilities:
   Goodwill book/tax difference in net book value                              (919)       --
   Plant and equipment                                                       (1,958)   (1,038)
   Unrealized gain on marketable securities                                     --       (640)
                                                                            -------   -------
      Total gross deferred tax liabilities                                   (2,877)   (1,678)
                                                                            -------   -------
   Net deferred tax assets                                                  $44,587   $48,554
                                                                            =======   =======
</TABLE>




 


<PAGE>

57 - The Cooper Companies, Inc. and Subsidiaries


Cooper has provided a valuation allowance on those deferred tax assets that it
believes will not more likely than not be realized. The net decrease in the
total valuation allowance for the years ended October 31, 2002, 2001 and 2000
was $745,000, $948,000 and $1.5 million, respectively.

The Company has not provided federal income tax on approximately $56.7 million
of undistributed earnings of its foreign subsidiaries since the Company intends
to rein- vest this amount outside the U.S. indefinitely.

At October 31, 2002, Cooper had net operating loss and tax credit carryforwards
for federal tax purposes that expire as follows:

                                                     Net Operating   
Year of Expiration                                       Losses      Tax Credits
------------------                                   -------------   -----------
(In thousands)
2002                                                    $ 1,066        $   29
                                                        -------        ------
2003                                                      1,187           330
                                                        -------        ------
2004                                                         83            --
                                                        -------        ------
2005                                                         47            --
                                                        -------        ------
2006                                                     14,540            --
                                                        -------        ------
2007                                                     22,058            --
                                                        -------        ------
2008                                                     49,535            --
                                                        -------        ------
2009                                                      6,553            --
                                                        -------        ------
2010                                                      1,318            --
                                                        -------        ------
2018                                                        823            --
                                                        -------        ------
2019                                                      1,092            --
                                                        -------        ------
Indefinite life                                              --         1,925
                                                        -------        ------
                                                        $98,302        $2,284
                                                        =======        ======

Note 6. Debt

October 31,
(In thousands)                                                 2002       2001
--------------                                               --------   --------

Short-term:
Notes payable to banks                                       $  2,519   $  6,312
Current portion of long-term debt                              33,814      1,937
                                                             --------   --------
                                                             $ 36,333   $  8,249
                                                             ========   ========
Long-term:
Aspect promissory notes                                      $ 22,291   $ 20,714
KeyBank line of credit                                        132,310     28,955
County of Monroe Industrial
   Development Agency ("COMIDA") Bond                           1,899      2,175
Capitalized leases                                              4,471      5,338
Aspect bank loans                                                  --      5,019
Other                                                             161        289
                                                             --------   --------
                                                              161,132     62,490
Less current portion                                           33,814      1,937
                                                             --------   --------
                                                             $127,318   $ 60,553
                                                             ========   ========



 


<PAGE>

58 - The Cooper Companies, Inc. and Subsidiaries


Our long-term debt matures as follows over the next five years:

(In thousands)                      Long-Term Debt
--------------                      --------------
2003                                   $33,814
                                       -------
2004                                   $21,000
                                       -------
2005                                   $77,369
                                       -------
2006                                   $19,105
                                       -------
2007                                   $ 9,575
                                       -------

KeyBank Line of Credit

On May 1, 2002, Cooper obtained a $225 million syndicated bank credit facility.
The facility consists of a $75 million five-year term loan with an interest only
payment in the first year then fully amortized in the next four years, and a
$150 million three- year revolving credit facility. KeyBank is the agent for the
eleven-bank syndication.

At closing, Cooper paid off $62 million under its existing line of credit and
'L'44 million ($62.2 million) in notes owed to Biocompatibles International
plc as a result of Cooper's purchase of Biocompatibles Eye Care, Inc., completed
on February 28, 2002. $21 million of the revolving credit facility was reserved
to retire loans due in December 2002 to note holders of Aspect Vision Care,
Ltd., a contact lens business that the Company purchased in December 1997
("Promissory notes - Aspect"). This restriction was removed when we repaid the
Aspect Note Holders in December 2002. Cooper plans to use the facility for
general corporate purposes, capital expenditures and acquisitions.

Interest rates under the new facility are based on the London Interbank Offered
Rate ("LIBOR") plus additional basis points determined by Cooper's ratio of debt
to its earnings before interest, taxes, depreciation and amortization (EBITDA.)
These range from 125 to 225 basis points for the term loan and from 100 to 200
basis points for the revolver. As of October 31, 2002 and January 1, 2003, the
additional basis points were 200 and 175, respectively, on the term loan and 175
and 150, respectively, on the revolver. At the Company's option, it can choose
to pay a base rate that is within a range above the prime rate.

The credit agreement:

o    Limits Cooper's debt to a maximum of 50% of its total capitalization, which
     is defined as the sum of total debt plus stockholders' equity.

o    Limits cash dividends on our common stock to $1.25 million per fiscal
     quarter.

o    Requires that the ratio of EBITDA to fixed charges (as defined in the
     agreement) to be at least 1.3 to 1.

o    Requires that the ratio of total debt to pro forma EBITDA (as defined) be
     no higher than 2.75 to 1 through January 30, 2003 and 2.5 to 1 thereafter.

At October 31, 2002, Cooper's debt was 34% of total capitalization, its ratio of
EBITDA to fixed charges (as defined) was 2.0 to 1 and its ratio of debt to pro
forma EBITDA was 1.88 to 1.

The $3 million cost of acquiring the new credit facility is carried in other
assets and amortized to interest expense over its life.



 


<PAGE>

59 - The Cooper Companies, Inc. and Subsidiaries


At October 31, 2002, we had $68.5 million available under the KeyBank line of
credit.

(In millions)
--------------
Amount of line                                                          $ 225.0
                                                                        -------
Reserved for Aspect promissory notes*                                     (21.0)
                                                                        -------
Outstanding loans**                                                      (135.5)
                                                                        -------
Available                                                               $  68.5
                                                                        -------

 * Revolver funds were used to repay and restriction removed in December 2002.

** Includes $3.2 million in letters of credit backing other debt.

Aspect Promissory Notes

In 1997, we acquired Aspect Vision Care Ltd., and issued 'L'14.2 million of
promissory notes to the selling stockholders. The promissory notes bear interest
of 8% and were repaid December 2, 2002.

Aspect Bank Loans

These loans were paid off in the third quarter 2002 using our new line of
credit. The interest rates ranged between 4% and 4.6% for the period the loans
were outstanding.

Capitalized Leases

The obligation under capitalized leases at October 31, 2002, was $4.5 million.
The leases primarily relate to manufacturing equipment in the U.S. and the
United Kingdom and are secured by those assets. They carry interest rates from
7% to 9% and mature between 2002 and 2007.

COMIDA Bond

The COMIDA bond is a $3 million Industrial Revenue Bond ("IRB") to finance the
cost of plant expansion, building improvements and the purchase of equipment
related to CVI's Scottsville, New York, facility. The interest rate has been
effectively fixed at 4.88% through a rate swap transaction (see Note 7).
Principal is repaid quarterly, from July 1997 to October 2012. The IRB is
secured by substantially all of CVI's rights to the facility.

KeyBank issued a letter of credit to support certain obligations under the
COMIDA bond. CVI is obligated to repay KeyBank for draws under and expenses
incurred in connection with the letter of credit, under a reimbursement
agreement, which Cooper guarantees. The agreement contains customary provisions
and covenants, including certain required ratios and levels of net worth. CVI
and COMIDA have granted a mortgage lien on the building and real estate located
in Scottsville and a first lien security interest on the equipment purchased
under the bond proceeds to KeyBank to secure payment under the reimbursement
agreement.

Note 7. Financial Instruments

The fair values of our financial instruments, including cash and cash
equivalents, trade receivables, lines of credit and accounts payable,
approximated their carrying values as of October 31, 2002 and 2001 because of
the short maturity of these instruments. We believe that there are no
significant concentrations of credit risk in trade receivables.



 


<PAGE>

60 - The Cooper Companies, Inc. and Subsidiaries


Marketable securities represent the fair value of Quidel Corporation common
stock available for sale at each year-end. We received the Quidel shares as a
result of a transaction involving Litmus Concepts, Inc., in the first quarter of
2001 and 334,727 shares in the third quarter 2002. We have sold shares of Quidel
stock from time to time.

The fair value of our other long-term debt approximated the carrying value at
October 31, 2002 and 2001 because we believe that we could obtain similar
financing with similar terms.

Derivatives

Foreign Exchange Instruments

Cooper enters into forward exchange contracts to hedge the currency exposure of
liabilities and firm commitments denominated in foreign currencies. As of
October 31, 2002, we had outstanding forward exchange contracts of $24.2 million
to purchase 'L'14.4 million, which were purchased in November 2002. We
obtained the fair value of the forward exchange contracts through KeyBank's
foreign exchange department. The fair value indicated that termination of the
forward exchange contracts at October 31, 2002 would have resulted in a loss of
$1.8 million. A liability has been accrued for this amount primarily in other
liabilities. As these contracts qualify as effective hedges, changes in fair
value during 2002 of $371,000 have been recorded as a component of other
comprehensive income ("OCI").

We also enter into forward exchange contracts to minimize the net currency
exposure of intercompany liabilities and commitments denominated in foreign
currencies. We record gains and losses on these forward contracts in our
results, and they offset the gains and losses from the remeasurement of our
intercompany accounts. At October 31, 2002, we had outstanding forward exchange
contracts against our intercompany accounts of $4.6 million to sell $7.4 million
Canadian dollars. We obtained the fair value of the forward exchange contracts
through KeyBank's Foreign Exchange department. The fair value indicated that
termination of these forward exchange contracts at October 31, 2002 would have
resulted in a loss of $30,000. As these contracts qualify as effective hedges,
the changes in fair value during 2002 of $54,000 have been recorded as a
component of OCI.

Interest Rate and Other Derivative Instruments

On a selective basis, Cooper enters into interest rate swap agreements to reduce
the potential negative impact of increases in interest rates on our outstanding
variable-rate debt under the National Westminster Bank and the IRB. We recognize
in our results of operations over the life of the contract, as interest expense,
the amortization of contract premiums incurred from buying interest rate swaps.
We record net payments or receipts resulting from these agreements as
adjustments to interest expense. The effect of interest rate instruments on our
results of operations in fiscal years ended October 31, 2002, 2001 and 2000 was
not significant. As of October 31, 2002, we had interest rate swap agreements
with notional amounts totaling $1.9 million that matures on January 1, 2012 and
'L'2.5 million that matures on April 1, 2003.

We obtained the fair value of the swap agreements through KeyBank's derivative
department. The fair value indicated that termination of the swap agreements at
October 31, 2002 would have resulted in a $232,000 loss. A liability for this
amount has been accrued in other noncurrent liabilities. As these swap
agreements qualify as effective hedges, changes in fair value during 2002 of
$91,000 have been recorded as a component of OCI.



 


<PAGE>

61 - The Cooper Companies, Inc. and Subsidiaries


Note 8. Stockholders' Equity


<TABLE>
<CAPTION>
                                        Common Shares                           Retained
                                   ----------------------   Common    Paid-In   Earnings    Treasury
(In thousands)                     Outstanding   Treasury    Stock    Capital   (Deficit)    Stock
--------------------------------   -----------   --------   ------   --------   ---------   --------
<S>                                  <C>          <C>       <C>      <C>        <C>         <C>
Balance at October 31, 1999          14,058        917      $1,497   $251,345   $(74,044)   $(14,060)
Effect of 100% stock dividend        14,059         --       1,406     (1,406)        --          --
                                     ------       ----      ------   --------   --------    --------
Balance at October 31, 1999          28,117        917       2,903   $249,939   $(74,044)   $(14,060)
   Exercise of stock options            427         (1)         44      3,018         --          16
   Treasury stock used for
      acquisitions                      373       (187)         19      3,307         --       2,866
   Restricted stock/stock
      option amortization and
      share issuance                      4         --          --        283         --          --
   Dividends on common stock             --         --          --         --     (1,134)         --
   Net income                            --         --          --         --     28,968          --
                                     ------       ----      ------   --------   --------    --------

Balance at October 31, 2000          28,921        729       2,966    256,547    (46,210)    (11,178)
   Exercise of stock options          1,467        (44)        138     18,099         --         675
   Treasury stock used for
      acquisitions                       42        (20)          6        (38)        --         302
   Restricted stock/stock option
      amortization and share
      issuance                           --         --          --        251         --          --
   Tax benefit from exercise of
      stock options                      --         --          --      2,078         --          --
   Dividends on common stock             --         --          --         --     (1,038)         --
   Net income                            --         --          --         --     37,136          --
                                     ------       ----      ------   --------   --------    --------

Balance at October 31, 2001          30,430        665       3,110    276,937    (10,112)    (10,201)
   Exercise of stock options            421         --          42      6,086         --          --
   Treasury stock used for
      acquisitions                       14         (7)          1         (1)        --         109
   Restricted stock/stock option
      amortization and share
      issuance                            2         --          --         47         --          --
   Tax benefit from exercise of
      stock options                      --         --          --      2,553         --          --
   Dividends on common stock             --         --          --         --     (1,527)         --
   Other                                 --         --          --         (3)        --          --
   Net income                            --         --          --         --     48,875          --
                                     ------       ----      ------   --------   --------    --------
Balance at October 31, 2002          30,867        658      $3,153   $285,619   $ 37,236    $(10,092)
                                     ======        ===      ======   ========   ========    ========

</TABLE>




 


<PAGE>

62 - The Cooper Companies, Inc. and Subsidiaries


Cash Dividends

On an adjusted per share basis, Cooper paid quarterly dividends of 1 cent per
share beginning July 5, 1999 through January 5, 2001. In the first quarter of
fiscal 2001, Cooper increased its dividend and paid semiannual dividends of 2.5
cents per share beginning July 5, 2001. In November 2002, Cooper's Board of
Directors increased our annual dividend rate from 5 cents per share to 6 cents
per share, see Note 13, Subsequent Events, regarding cash dividend declared.

Treasury Stock
                                                                       Purchase
(In thousands)                                                Shares    Price
--------------                                                ------   --------
Balance at October 31, 1999                                     917      14,060

Reissued in fiscal 2000(3)                                     (188)     (2,882)
Reissued in fiscal 2001(2)                                      (64)       (977)
Reissued in fiscal 2002(1)                                       (7)       (109)
                                                              -----    --------
                                                                658     $10,092
                                                              =====    ========

(1) Issued 7,117 treasury shares related to the MedaSonics acquisition.

Treasury stock was credited for $109,000 and charged to the acquisition accrual
upon issuance of the treasury stock.

(2) Cooper issued 63,721 shares of treasury stock:

     1)   19,721 treasury shares related to the MedaSonics acquisition.

     2)   44,000 treasury shares upon the exercise of stock options.

Treasury stock was credited for $977,000 for the average cost of the treasury
stock, and $32,000 was charged to additional paid in capital.

(3) Cooper issued 187,876 shares of treasury stock:

     1)   24,586 treasury shares related to a prior acquisition.

     2)   162,290 treasury shares related to the MedaSonics acquisition.

     3)   1,000 treasury shares upon the exercise of stock options.

Treasury stock was credited for $2.9 million for the average cost of the
treasury stock, crediting $3.3 million to additional paid in capital, receiving
$14,000 in cash, and charging $2.5 million to intangibles for the acquisition.

Stockholders' Rights Plan

Under our stockholder rights plan, each outstanding share of our common stock
carries one-half of one preferred share purchase right (a "Right"). The Rights
will become exercisable only under certain circumstances involving acquisition
of beneficial ownership of 20% or more of the our common stock by a person or
group (an "Acquiring Person") without the prior consent of Cooper's Board of
Directors. If a person or group becomes an Acquiring Person, each Right would
then entitle the holder (other than an Acquiring Person) to purchase, for the
then purchase price of the Right (currently $145, subject to adjustment), shares
of Cooper's common stock, or shares of common stock of any person into which we
are thereafter merged or to which 50% or more of our assets or earning power is
sold, with a market value of twice the purchase price. The Rights will expire in
October 2007 unless earlier exercised or redeemed. The Board of Directors may
redeem the Rights for $.01 per Right prior to any person or group becoming an
Acquiring Person.



 


<PAGE>

63 - The Cooper Companies, Inc. and Subsidiaries


Note 9. Employee Stock Plans

At October 31, 2002, Cooper had two stock-based compensation plans:

2001 Long-Term Incentive Plans ("2001 LTIP")

We designed the 2001 LTIP to increase Cooper's stockholder value by attracting,
retaining and motivating key employees and consultants who directly influence
our profitability. Stockholders approved the 2001 LTIP in March 2001.

The 2001 LTIP authorized either a committee of three or more individuals not
eligible to participate in the 2001 LTIP or Cooper's Board of Directors to grant
to eligible individuals during a three-year period, stock options, stock
appreciation rights, restricted stock, deferred stock, stock purchase rights,
phantom stock units and long-term performance awards for up to 1 million shares
of common stock, subject to adjustment for future stock splits, stock dividends,
expirations, forfeitures and similar events. Options generally vest based on
Cooper's stock price, however, in some cases, both stock price and time are the
criteria. As of October 31, 2002, 101,000 shares remained available under the
2001 LTIP for future grants. No restricted shares have been granted under the
2001 LTIP. Approximately 6 million shares of restricted stock and stock options
were granted under a predecessor plan.

1996 Long-Term Incentive Plan for Non-Employee Directors ("1996 NEDRSP")

The 1996 NEDRSP provides for annual grants of restricted stock and options to
non-employee directors on November 15 of each fiscal year. Specifically, each
non-employee director will be awarded the right to purchase restricted stock
worth $7,500 (or $9,375 in the case of a Vice Chairman and Lead Director of the
Board who is a non-employee director) for $0.10 per share by January 15 of the
year following the date of the grant. Grants of restricted stock not exercised
by then will expire. The restrictions on the restricted stock will lapse when
the stock reaches certain target values or by the fifth anniversary of the date
of grants. Each non-employee director will also be awarded options to purchase
common stock. In addition, each non-employee director was granted an option to
purchase 30,000 shares of Cooper's common stock in fiscal 2002 and 2001 (or, in
the case of the Vice Chairman and Lead Director of the Board who was a
non-employee director, 32,500 shares). In fiscal 2000, each non-employee
director was granted an option to purchase 20,000 shares (or, in the case of the
Vice Chairman and Lead Director of the Board who was a non-employee director,
22,500 shares). 1,320,000 shares of Cooper's common stock had been reserved for
this, of which 800,000 shares are held in the treasury. As of October 31, 2002,
622,330 shares remained available under the 1996 NEDRSP for future grants.
Restricted shares of 1,924, 2,688 and 3,550 were granted under the 1996 NEDRSP
in fiscal 2002, 2001 and 2000, respectively. There were 182,500 restricted
shares with restrictions in place outstanding at October 31, 2002. The
weighted-average fair value of restricted stock issued in fiscal 2002 was $24.38
per share on grant-date. The 1996 NEDRSP was amended October 24, 2001,
increasing the shares available for the plan from 520,000 shares to 1,320,000
and extending the expiration date to November 16, 2005. The amendment also
increased the options to be granted to each non-employee director from 20,000
shares to 30,000 shares (or, in the case of a non-employee Vice Chairman and
Lead Director of the Board, from 22,500 to 32,500).



 


<PAGE>

64 - The Cooper Companies, Inc. and Subsidiaries


Common stock activity under these plans was:


<TABLE>
<CAPTION>
                                          2002                    2001                   2000
                                  --------------------   ---------------------   --------------------
                                              Weighted                Weighted               Weighted
                                              Average                 Average                Average
                                              Exercise                Exercise               Exercise
Years Ended October 31,            Options     Price       Options     Price      Options     Price
-------------------------------   ---------   --------   ----------   --------   ---------   --------
<S>                               <C>          <C>       <C>           <C>       <C>          <C>
Outstanding at beginning
   of year                        2,871,942    $19.11     3,683,664    $15.79    3,593,556    $14.70
Granted                             938,500     25.60       679,500     23.66      591,500     16.56
Exercised                          (420,666)    14.58    (1,467,222)    12.89     (427,392)     7.20
Forfeited                           (11,000)    24.72       (24,000)    19.51      (74,000)    18.24

                                  ---------    ------    ----------    ------    ---------    ------
Outstanding at end of year        3,378,776    $21.46     2,871,942    $19.11    3,683,664    $15.79
                                  =========    ======     =========    ======    =========    ======
Options exercisable at year end   1,588,944    $17.10     1,792,610    $15.92    2,444,664    $13.17
                                  =========    ======     =========    ======    =========    ======

Weighted average fair value
   of options granted during
   the year                                    $10.56                  $ 8.62                 $ 6.45
                                               ======                  ======                 ======
</TABLE>


The options outstanding at October 31, 2002 for the stock option plans are:

                            Options Outstanding           Options Exercisable
                  ------------------------------------   ----------------------
                                 Weighted
                                  Average     Weighted                 Weighted
                     Number      Remaining    Average       Number     Average
                  Outstanding   Contractual   Exercise   Outstanding   Exercise
Exercise Prices   at 10/31/02      Life        Price     at 10/31/02    Price
---------------   -----------   -----------   --------   -----------   --------
$ 2.96- 7.25          61,332        3.63       $ 5.70        61,332     $ 5.70
$10.50-15.35         422,444        6.08        13.00       420,444      12.99
$17.00-20.19         937,500        6.23        17.76       844,500      17.69
$21.60-22.44         306,000        7.45        21.95        92,668      21.85
$23.66-26.75       1,515,500        9.04        25.77       170,000      25.92
$31.11               136,000        5.90        31.11            --         --
                   ---------        ----       ------     ---------     ------
$ 2.96-31.11       3,378,776        7.52       $21.46     1,588,944     $17.10
                   =========        ====       ======     =========     ======



 


<PAGE>

65 - The Copper Companies, Inc. and Subsidiaries


The excess of market value over $.10 per share of restricted shares on
respective dates of grant is initially recorded as unearned compensation and
charged to operations as earned. Restricted shares and other stock compensation
charged against operating income for the years ended October 31, 2002, 2001 and
2000 was $114,000, $235,000 and $154,000, respectively.

Pro Forma Information

As permitted by SFAS 123, Cooper applies APB Opinion No. 25 and related
interpretations to account for its plans for stock options issued to employees.
Accordingly, no compensation cost has been recognized for its employee stock
option plans, as options are granted with exercise prices equal to or greater
than 100% of the market value of the shares at the grant date. Had compensation
cost for our stock-based compensation plans been determined under the fair value
method included in SFAS 123, our net income and earnings per share would have
been reduced to the pro forma amounts indicated below:


<TABLE>
<CAPTION>
(In thousands, except per share amounts)                      2002      2001      2000
----------------------------------------                    -------   -------   -------
<S>                                                         <C>       <C>       <C>
Net income                  As reported                     $48,875   $37,136   $28,968
                            Pro forma                       $44,992   $35,367   $27,694
                                                            -------   -------   -------

                                                            -------   -------   -------
Basic earnings per share    As reported                     $  1.60   $  1.25   $  1.02
                            Pro forma                       $  1.47   $  1.19   $  0.98
                                                            -------   -------   -------

                                                            -------   -------   -------
Diluted earnings per share  As reported                     $  1.57   $  1.22   $  1.00
                            Pro forma                       $  1.47   $  1.18   $  0.97
                                                            -------   -------   -------

                                                            -------   -------   -------
Effective tax rate used to determine pro forma net income        25%       30%       33%
                                                            -------   -------   -------
</TABLE>


The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted average
assumptions used for grants in fiscal 2002, 2001 and 2000: dividend yield:
0.417%, 0.229% and 0.249%; expected volatility: 55%, 45% and 45%; expected
option lives of 3.5 years for all three years and risk-free interest rates of
3.0%, 3.6% and 5.9%, respectively.

Note 10. Employee Benefits

Cooper's Retirement Income Plan

Cooper's Retirement Income Plan (the "Plan") covers substantially all full-time
United States employees. Cooper's contributions are designed to fund normal cost
on a current basis and to fund over 30 years the estimated prior service cost of
benefit improvements (15 years for annual gains and losses). The unit credit
actuarial cost method is used to determine the annual cost. Cooper pays the
entire cost of the Plan and funds such costs as they accrue. Virtually all of
the assets of the Plan are comprised of participation in equity and fixed income
funds.

The following table sets forth the Plan's benefit obligations, fair value of the
Plan assets, the funded status of the Plan at October 31 and net periodic
pension costs for the three-year period ended October 31, 2002.



 


<PAGE>

66 - The Cooper Companies, Inc. and Subsidiaries



<TABLE>
<CAPTION>
(In thousands)                                        2002      2001      2000
--------------                                      -------   -------   -------
<S>                                                 <C>       <C>       <C>
Change in benefit obligation prior year
   September 1 to August 31
Projected benefit obligation at beginning of year   $13,608   $12,330   $11,281
Service cost                                            855       757       664
Interest cost                                           996       911       830
Benefits paid                                          (548)     (509)     (445)
Actuarial loss                                          559       119        --
                                                    -------   -------   -------
Projected benefit obligation at end of period       $15,470   $13,608   $12,330
                                                    =======   =======   =======

Change in plan assets prior year
   September 1 to October 31
Fair value of plan assets at beginning of year      $10,925   $10,899   $ 9,045
Actual return on plan assets                           (830)     (187)    1,413
Employer contributions                                  346       722       886
Benefits paid                                          (548)     (509)     (445)
                                                    -------   -------   -------
Fair value of plan assets at end of year            $ 9,893   $10,925   $10,899
                                                    =======   =======   =======

Funded status                                       $(5,577)  $(2,683)  $(1,431)
Unrecognized transition amount                          260       286       311
Unrecognized prior service cost                         368       398       428
Unrecognized net (gain)/loss                          3,003       653      (653)
                                                    -------   -------   -------
Accrued pension liability August 31                  (1,946)   (1,346)   (1,345)
Contributions between September 1 and October 31        157        --        --
                                                    -------   -------   -------
Accrued benefit cost October 31                     $(1,789)  $(1,346)  $(1,345)
                                                    =======   =======   =======

Reconciliation of accrued pension liability
Accrued cost at November 1                          $(1,346)  $(1,345)  $(1,534)
Net periodic pension cost for year                     (946)     (723)     (697)
Contributions made during year                          503       722       886
                                                    -------   -------   -------
Accrued cost at October 31                          $(1,789)  $(1,346)  $(1,345)
                                                    =======   =======   =======

Actuarial assumptions
Discount rate                                          7.25%      7.5%      7.5%
Expected return on assets                               9.0%      9.0%      9.0%
Average compensation increase                           4.0%      4.0%      4.0%
Cost of living                                          3.5%      3.5%      3.5%

Net periodic pension costs
Service cost                                        $   855   $   757   $   664
Interest cost                                           996       911       830
Asset return                                            830       187    (1,413)
Amortization
   Net transition obligations                            26        25        25
   Prior service cost                                    30        30        30
   Gain/(loss)                                       (1,791)   (1,187)      561
                                                    -------   -------   -------
Net periodic pension cost total                     $   946   $   723   $   697
                                                    =======   =======   =======

</TABLE>


The measurement date for all periods presented in the above table is August 31.



 


<PAGE>

67 - The Copper Companies, Inc. and Subsidiaries


Cooper's 401(k) Savings Plan

Cooper's 401(k) Savings Plan provides for the deferral of compensation as
described in the Internal Revenue Code and is available to substantially all
full-time United States employees of Cooper. Employees who participate in the
401(k) Plan may elect to have from 1% to 50% of their pre-tax salary or wages
deferred and contributed to the trust established under the Plan. Cooper's
contribution on account of participating employees, net of forfeiture credits,
was $623,000, $576,000 and $427,000 for the years ended October 31, 2002, 2001
and 2000, respectively.

Cooper's Incentive Payment Plan

Cooper's Incentive Payment Plan is available to officers and other key
employees. Participants may, in certain years, receive bonuses based on
performance. Total bonuses earned for the years ended October 31, 2002, 2001 and
2000, were approximately $2.6 million, $1.8 million and $1.7 million,
respectively.

Note 11. Commitments and Contingencies

Lease Commitments

Total minimum annual rental obligations (net of sublease revenue of
approximately $195,000 per year through March 2005) under noncancelable
operating leases (substantially all real property or equipment) in force at
October 31, 2002 are payable in subsequent years as follows:

(In thousands)
--------------
   2003                     $ 7,442
                            -------
   2004                       6,093
                            -------
   2005                       4,607
                            -------
   2006                       3,011
                            -------
   2007                       2,788
                            -------
2008 and thereafter          17,487
                            -------
                            $41,428
                            =======

Aggregate rental expense for both cancelable and noncancelable contracts
amounted to $7.4 million, $4.6 million and $5.2 million in 2002, 2001 and 2000,
respectively.

MEC

In 1993, we reached agreement with Medical Engineering Corporation ("MEC"), a
subsidiary of Bristol-Myers Squibb Company, which limited our contingent
liabilities associated with breast implant litigation involving a former
division of ours (the "MEC Agreement"). The remaining liability recorded for
payments to be made to MEC under the MEC Agreement is due as follows:

December 31,
(In thousands)
--------------
   2002                     $4,500
   2003                      3,000
                            ------
                            $7,500
                            ======



 


<PAGE>

68 - The Cooper Companies, Inc., and Subsidiaries


All payments are contingent upon our earning net income before taxes in the
fiscal year ending on the October 31 before the December 31 dates. The liability
was recorded in Cooper's financial statements in fiscal 1997 as loss from sale
of discontinued operations, as Management concluded that the maximum payments
would be likely. They are reflected on the balance sheet in "Other Accrued
Liabilities" for the amount due on December 31, 2002 and in "Other Liabilities"
for the amount due December 31, 2003.

Pending Litigation

On April 25, 2001, Dioptics Medical Products, Inc. filed a lawsuit against The
Cooper Companies, Inc., CooperVision, Inc. and A. Thomas Bender in the United
States District Court Northern District of California, Case No. C01-20356-JW.
This lawsuit alleges that CooperVision's CV Encore family of contact lenses
infringes Dioptics' ENCORE trademark registration for sunglasses. Dioptics
alleges causes of action for trademark infringement, dilution and unfair
competition, and seeks damages and injunctive relief. On September 30, 2002, the
parties filed cross-motions for summary judgment. The Court partially granted
CooperVision's motion and held that Dioptics' dilution claim fails as a matter
of law because its ENCORE mark is not famous. The Court denied the parties'
motions with respect to the trademark infringement and unfair competition causes
of action, and set the matter for trial commencing June 10, 2003. The Company
believes that it does not infringe any valid and protectable trademark held by
Dioptics, and will vigorously defend the action.

Cooper had been engaged in patent litigation in the United States, the United
Kingdom and France with CIBA Vision, a division of Novartis, alleging that CVI's
Frequency Colors and Expressions opaque contact lenses infringe certain patents
of CIBA Vision.

In October 2002, we reached a settlement of all pending patent infringement
litigation with CIBA Vision and its subsidiary Wesley Jessen. CIBA Vision has
agreed to license for the term of the patent its color contact lens patents to
CooperVision in return for a royalty and a cross-license of some of
CooperVision's intellectual property rights related to cosmetic contact lenses.
The terms of the settlement allow CooperVision to continue selling its existing
cosmetic lens products throughout the world.

Patent License Agreement

On February 13, 2002, we renegotiated the terms of a license agreement between
CVI and certain former stockholders of Aspect. The renegotiated agreement calls
for a fixed license fee of 'L'21.4 million (about $31 million) including
interest, due in quarterly installments, which escalate 5% annually, over an
eight-year term. Previously, payments were based on levels of revenue.



 


<PAGE>

69 - The Cooper Companies, Inc., and Subsidiaries


Note 12. Business Segment Information

Cooper is organized by product line for management reporting with operating
income, as presented in our financial reports, as the primary measure of segment
profitability. No costs from corporate functions are allocated to the segments'
operating income. Items below operating income are not considered when measuring
the profitability of a segment. The accounting policies used to generate segment
results are the same as our overall accounting policies.

Two business segments comprise Cooper's operations:

o    CVI, which develops, manufactures and markets a broad range of contact
     lenses for the world wide vision care market, and

o    CSI, which markets medical devices, diagnostic products, surgical
     instruments and accessories for the gynecology market.

Total net sales include sales to customers as reported in our consolidated
statements of income and sales between geographic areas that are priced at terms
that allow for a reasonable profit for the seller. Operating income (loss) is
total net sales less cost of sales, research and development expenses, selling,
general and administrative expenses and amortization of intangible assets.
Corporate operating loss is principally corporate headquarters expense.
Investment income, net; settlement of disputes, net; other income (expense), net
and interest expense were not allocated to individual segments. Our business
segments do not rely on any one major customer.

Identifiable assets are those used in continuing operations except cash and cash
equivalents, which are included as corporate assets.



 


<PAGE>

70 - The Cooper Companies, Inc., and Subsidiaries


Information by business segment for each of the years in the three-year period:
(in thousands)


<TABLE>
<CAPTION>
2002                              CVI        CSI      Eliminations   Consolidated
----                            --------   --------   ------------   ------------
<S>                             <C>        <C>          <C>            <C>
Net sales from non-affiliates   $243,877   $ 71,429     $    --        $315,306
                                ========   ========     =======        ========
Operating income (loss)         $ 60,404   $ 14,050     $(7,483)       $ 66,971
                                ========   ========     =======
Investment income, net                                                      179
Other income, net                                                         4,893
Interest expense                                                         (6,874)
                                                                       --------
Income before income taxes                                             $ 65,169
                                                                       ========
Identifiable assets             $401,421   $111,998     $57,696        $571,115
                                ========   ========     =======        ========
Depreciation expense            $  8,580   $  1,262     $    50        $  9,892
                                ========   ========     =======        ========
Amortization expense            $    905   $    572     $    --        $  1,477
                                ========   ========     =======        ========
Capital expenditures            $ 19,405   $  3,969     $    60        $ 23,434
                                ========   ========     =======        ========

2001
----
Net sales from non-affiliates   $176,118   $ 58,454     $    --        $234,572
                                ========   ========     =======        ========
Operating income (loss)         $ 51,372   $ 10,122     $(6,736)       $ 54,758
                                ========   ========     =======
Investment income, net                                                      443
Other income, net                                                           665
Interest expense                                                         (3,738)
                                                                       --------
Income before income taxes                                             $ 52,128
                                                                       ========
Identifiable assets             $246,563   $ 87,056     $63,230        $396,849
                                ========   ========     =======        ========
Depreciation expense            $  5,022   $    735     $    49        $  5,806
                                ========   ========     =======        ========
Amortization expense            $  2,726   $  2,456     $    --        $  5,182
                                ========   ========     =======        ========
Capital expenditures            $ 14,773   $  1,943     $    41        $ 16,757
                                ========   ========     =======        ========

2000
----
Net sales from non-affiliates   $154,775   $ 46,442     $    --        $201,217
                                ========   ========     =======        ========
Operating income (loss)         $ 47,287   $  6,277     $(6,695)       $ 46,869
                                ========   ========     =======
Investment income, net                                                      499
Settlement of disputes, net                                                (653)
Other income, net                                                           156
Interest expense                                                         (4,744)
                                                                       --------
Income before income taxes                                             $ 42,127
                                                                       ========
Identifiable assets             $180,433   $ 66,428     $75,704        $322,565
                                ========   ========     =======        ========
Depreciation expense            $  3,849   $    608     $    64        $  4,521
                                ========   ========     =======        ========
Amortization expense            $  2,155   $  2,058     $    --        $  4,213
                                ========   ========     =======        ========
Capital expenditures            $ 14,089   $    554     $    22        $ 14,665
                                ========   ========     =======        ========
</TABLE>




 


<PAGE>

71 - The Cooper Companies, Inc. and Subsidiaries


Information by geographical area by country of domicile for each of the years in
the three-year period ended October 31, 2001 follows: (In thousands)


<TABLE>
<CAPTION>
                                                                     Other,
                                   United                         Eliminations
2002                               States     Europe    Canada    & Corporate    Consolidated
----                              --------   --------   -------   ------------   ------------
<S>                               <C>        <C>        <C>         <C>            <C>
Sales to unaffiliated customers   $199,918   $ 90,277   $17,873     $  7,238       $315,306
Sales between geographic areas       3,551     68,764        --      (72,315)            --
                                  --------   --------   -------     --------       --------
Net sales                         $203,469   $159,041   $17,873     $(65,077)      $315,306
                                  ========   ========   =======     ========       ========
Operating income                  $ 35,321   $  8,413   $ 1,369     $ 21,868       $ 66,971
                                  ========   ========   =======     ========       ========
Identifiable assets               $272,249   $218,264   $ 9,790     $ 70,812       $571,115
                                  ========   ========   =======     ========       ========

2001
----
Sales to unaffiliated customers   $173,551   $ 41,740   $15,710     $  3,571       $234,572
Sales between geographic areas         354     36,196        --      (36,550)            --
                                  --------   --------   -------     --------       --------
Net sales                         $173,905   $ 77,936   $15,710     $(32,979)      $234,572
                                  ========   ========   =======     ========       ========
Operating income                  $ 41,271   $    (41)  $   838     $ 12,690       $ 54,758
                                  ========   ========   =======     ========       ========
Identifiable assets               $169,738   $149,914   $ 9,010     $ 68,187       $396,849
                                  ========   ========   =======     ========       ========

2000
----
Sales to unaffiliated customers   $149,316   $ 36,048   $15,772     $     81       $201,217
Sales between geographic areas         163     30,058        --      (30,221)            --
                                  --------   --------   -------     --------       --------
Net sales                         $149,479   $ 66,106   $15,772     $(30,140)      $201,217
                                  ========   ========   =======     ========       ========
Operating income                  $ 38,915   $     57   $   930     $  6,967       $ 46,869
                                  ========   ========   =======     ========       ========
Identifiable assets               $127,414   $111,474   $ 6,389     $ 77,288       $322,565
                                  ========   ========   =======     ========       ========
</TABLE>


Note 13. Subsequent Events

Stock Dividend

In November 2002, our Board of Directors declared a two-for-one stock split
effected in the form of a stock dividend payable November 22, 2002 to
stockholders of record on November 14, 2002. All per share amounts in this
report reflect the stock split.

Cash Dividend Declared

On December 5, 2002, Cooper declared a semi-annual dividend of 3 cents per
split-adjusted share, payable on January 6, 2003 to stockholders of record on
December 16, 2002.

Acquisition Payment

In December 2002, Cooper made the final payment to the Aspect Note Holders of
about $23 million, which released the $21 million previously reserved under our
KeyBank Revolver credit agreement



 


<PAGE>

Corporate Information


<TABLE>
<CAPTION>
Board of Directors               Executive Officers           Investor Information
<S>                              <C>                          <C>
A. THOMAS BENDER                 A. THOMAS BENDER             To access without charge
Chairman                         Chairman of the Board,       our current share price,
President and Chief Executive    President, Chief Executive   recent news releases and
Officer                          Officer  and President       annual report on
                                 CooperVision, Inc.           Securities and Exchange
                                                              Commission Form 10-K
                                                              without exhibits, call
                                                              1-800-334-1986 at any
ALLAN E. RUBENSTEIN, M.D.                                     time or visit us on the
Vice Chairman and Lead           ROBERT S. WEISS              World Wide Web at
Director Chairman of the         Executive Vice President     www.coopercos.com.
Board University                 and Chief Financial
HeartScan                        Officer

MICHAEL H. KALKSTEIN             DAVID ACOSTA
Partner                          Treasurer                    Investor Relations Contact
Oppenheimer, Wolff &
Donnelly, LLP
                                 B. NORRIS BATTIN             B. NORRIS BATTIN
MOSES MARX                       Vice President               Vice President
General Partner                  Investor Relations and       Investor Relations and
United Equities                  Communications               Communications
                                                              21062 Bake Parkway/ Suite 200
DONALD PRESS                     GREGORY A. FRYLING           Lake Forest / CA 92630
Executive Vice President         Chief Operating Officer      Voice: (949) 597-4700
Broadway Management Co., Inc.    CooperVision, Inc.           Fax: (949) 597-3688
                                                              E-mail: ir@coopercompanies.com
                                 CAROL R. KAUFMAN
STEVEN ROSENBERG                 Vice President of Legal
President, Chief Executive       Affairs, Secretary
Officer and Chief Financial      and Chief Administrative
Officer                          Officer
Berkshire Bancorp Inc.                                        Annual Meeting

                                 NICHOLAS J. PICHOTTA         The Cooper Companies will hold
ROBERT S. WEISS                  President and Chief          its Annual Stockholders' Meeting on
Executive Vice President         Executive Officer            Tuesday, March 25, 2003 at the
and Chief Financial Officer      CooperSurgical, Inc.         New York Marriott East Side,
                                                              New York, NY at 10:00 A.M.
                                 PAUL REMMELL
                                 Chief Operating Officer
STANLEY ZINBERG, M.D.            CooperSurgical, Inc.
Vice President Practice                                       Transfer Agent
Activities                       STEPHEN C. WHITEFORD
American College of              Vice President and           American Stock Transfer &
Obstetricians                    Corporate Controller         Trust Company
and Gynecologists                                             40 Wall Street
                                                              New York / NY 10005
                                                              (800) 937-5449

Committees of the Board          Principal Subsidiaries

Audit and Finance Committee      COOPERVISION, INC.
STEVEN ROSENBERG                 21062 Bake Parkway / Suite   Trademarks
(Chairman)                       200
MICHAEL H. KALKSTEIN             Lake Forest / CA 92630       The Cooper Companies, Inc.,
STANLEY ZINBERG, M.D.            Voice: (949)597-8130         its subsidiaries or affiliates
                                 Fax: (949)597-0663           own, license or distribute the
                                 www.coopervision.com         following trademarks, which
                                                              are italicized in this report:
Organization and                                              Apollo'r', Ascend'r',
Compensation Committee           COOPERSURGICAL, INC.         Cerveillance'r', Enhancement
MICHAEL H. KALKSTEIN             95 Corporate Drive           Colors'TM', Excell'TM',
(Chairman)                       Trumbull / CT 06611          Frequency 55'r', Frequency
DONALD PRESS                     Voice: (203)601-5200         Aspheric'TM', Frequency
ALLAN E. RUBENSTEIN, M.D.        Fax: (203)601-1008           Colors'TM', Frequency
                                 www.coopersurgical.com       Expressions'TM', Frequency
                                                              Multifocal'TM', Frequency
Nominating Committee                                          Toric XR'TM', Guardian Vaginal
ALLAN E. RUBENSTEIN, M.D.                                     Retractor'TM', LuMax'r' System,
(Chairman)                                                    Norland'r', Proclear'r',
MOSES MARX                                                    Proclear Compatibles'r', Sage
STANLEY ZINBERG, M.D.            Corporate Offices            BioPharma'TM' and Sani-Spec'r'

Corporate Governance Committee   THE COOPER COMPANIES, INC.   PC Technology is licensed from
DONALD PRESS                     21062 Bake Parkway / Suite   Biocompatibles UK Limited.
(Chairman)                       200
ALLAN E. RUBENSTEIN, M.D.        Lake Forest / CA 92630
STEVEN ROSENBERG                 Voice: (949)597-4700         Independent Auditors
                                 or toll free (888)
                                 822-2660
                                 Fax: (949)597-0662           KPMG LLP

                                 THE COOPER COMPANIES, INC.
                                 6140 Stoneridge Mall Road    Stock Exchange Listing
                                 / Suite 590
                                 Pleasanton / CA 94588        The New York Stock Exchange
                                 Voice: (925)460-3600         Ticker Symbol "COO"
                                 Fax: (925)460-3648
                                 www.coopercos.com
</TABLE>




 


<PAGE>

The Cooper Companies, Inc.
21062 Bake Parkway / Suite 200
Lake Forest / California 92630
Voice: 949.597.4700 / Fax: 949.597.0662
www.coopercos.com

The Cooper Companies, Inc. o 2002 Annual Report




<PAGE>

                                                                      Exhibit 21

                                 SUBSIDIARIES OF
                           THE COOPER COMPANIES, INC.
                             A DELAWARE CORPORATION

                                                              JURISDICTION OF
NAME                                                           INCORPORATION
----                                                          ---------------
THE COOPER COMPANIES, INC.                                       Delaware
CooperVision, Inc.                                               New York
   CooperVision, LLC                                             Delaware
   CooperVision Technology, Inc.                                 Delaware
   CooperVision International Holding Company, L.P.              England
      CooperVision Canada Corp.                                  Canada
      Aspect Vision Holdings, Limited                            England-Wales
         Aspect Vision Care Limited                              England-Wales
         CooperVision Limited                                    England-Wales
            Coopervision Spain S.L.                              Spain
            CL Tinters, OY                                       Finland
         Cooper Vision Italia s.r.l.                             Italy
         Hydron Pty Limited                                      Australia
         CooperVision Hydron S.A.                                France
         Coopervision Nederland BV                               The Netherlands
         Coopervision Manufacturing Limited                      England
CooperSurgical, Inc.                                             Delaware
   Ackrad Laboratories Inc.                                      New Jersey
   Medscand (USA) Inc.                                           Delaware
   Medscand Medical AB                                           Sweden