The Cooper Companies Reports Fourth Quarter and 2003 Results

Fourth Quarter Revenue Up 19%; EPS Up 23% to 64 Cents; Fiscal Year Revenue Rises 31%; EPS Increases 36% to $2.13; Estimated First Quarter 2004 Revenue $105 to $108 Million; EPS 52 to 54 Cents


LAKE FOREST, Calif., Dec. 11, 2003 (PRIMEZONE) -- The Cooper Companies, Inc. (NYSE:COO) today reported results for its fourth quarter and fiscal year ended October 31, 2003.



 -- Fourth quarter revenue $113 million, 19% above fourth quarter 
    2002.  Fiscal 2003 revenue $411.8 million, 31% above 2002.

 -- Fourth quarter EPS 64 cents, up 23%.  Fiscal year EPS $2.13, 
    up 36%.

 -- Earnings before taxes, depreciation and amortization ("cash 
    flow") per share 94 cents, up 27% from 74 cents in fourth 
    quarter 2002; fiscal 2003 up 30% to $3.19 from $2.45 in fiscal 
    2002.

 -- Operating cash flow $29 million for the quarter; $77 million 
    for fiscal 2003.

Revenue and Earnings Guidance

Cooper currently expects fiscal 2004 revenue of about $465 million to $477 million, and earnings per share of $2.48 to $2.51, assuming a 23% tax rate. (Previous fiscal 2004 guidance was revenue of about $460 million to $470 million, and earnings per share of $2.46 to $2.51, assuming a 23% tax rate.)

In fiscal 2004, CooperVision expects worldwide revenue to grow to about $375 million to $385 million, one and one-half to two times faster than the worldwide soft lens market, with strong specialty lens sales in the U.S. and continued growth both in Japan and in Europe, where it will introduce several new products.

CooperSurgical expects that 2004 revenue will range from $90 million to $92 million with an operating margin in the mid-twenties.

In the first quarter of 2004, Cooper expects revenue to range from $105 million to $108 million with earnings per share of 52 to 54 cents. CVI expects revenue between $83 million and $85 million, assuming the same foreign exchange rates as in the fourth quarter. CSI expects revenue between $22 million and $23 million.

2003 Performance

Commenting on the year's results, Chief Executive Officer A. Thomas Bender said, "The Cooper Companies had another strong year, continuing the consistent performance it has delivered since 1995. Compared to 2002, revenue grew 31%, operating income grew 42%, earnings per share were up 36% and cash flow per share increased 30%. Our five year compounded annual growth in revenue is 23%, in operating income 26%, in earnings per share 36% and in cash flow per share 27%.

"According to independent sales audit data, CooperVision (CVI), our contact lens business, improved its market position in all of the major markets where it competes. We estimate that our worldwide market share exceeds 10%, up from 5% three years ago. In the United States, the world's largest market, CVI has increased its share about 4.5 points to 13% in this same time period, and is now the nation's third largest contact lens manufacturer. Year to date, our U.S. business grew 26% compared to 7% market growth.

"CooperSurgical (CSI), our women's health care business, continued to execute successfully its strategy of consolidating the market through acquisition, completing two transactions during the fiscal year and one in December after the year closed."



 Fiscal 2003 Business Unit Summary Operating Income Statements 
 ($'s in millions)

                        CooperVision               CooperSurgical
                      ----------------            ----------------

                    2003       %      % Inc.    2003     %      % Inc.
                            Revenue  vs 2002           Revenue vs 2002
                  -------   -------  -------  -------  ------- -------
 Net sales          $329.6    100%     35%      $82.2     100%     15%
 Cost of sales       108.6     33%     34%       38.0      46%      9%
                  --------                    -------
 Gross profit        221.0     67%     36%       44.2      54%     21%
 SG&A                127.4     39%     29%       23.7      29%     16%
 R&D and 
   amortization        4.8      1%     27%        2.3       3%     15%
                  --------                    -------
 Total operating 
   expense           132.2     40%     29%       26.0      32%     16%
                  --------                    -------
 Operating income   $ 88.8     27%     47%      $18.2      22%     29%
                  ========                    =======

Fourth Quarter 2003 Revenue and Expense Summary

Cooper's quarterly revenue of $113 million was 19% above last year's fourth quarter, 14% in constant currency. Gross margin was 66%, the same as in last year's fourth quarter as lower margin sales to distributors outside the U.S. and a weaker U.S. dollar offset improvements in manufacturing efficiency.

Selling, general and administrative expenses grew 15% (10% in constant currency) and decreased to 39% of revenue from 40% in last year's fourth quarter. While corporate expenses declined 12% from last quarter, they increased by 73% to $3 million over the fourth quarter of 2002. These expenses include continuing costs to maintain Cooper's global trading arrangement and to comply with new corporate governance requirements.

In 2004 Cooper expects that corporate governance expenses will continue to increase, while expenses for the global trading arrangement will flatten.

Fourth quarter 2003 research and development expense was $1.6 million, up 11% over the fourth quarter of 2002, supporting previously announced plans to develop both new and improved contact lens products.

Operating income grew 30% and the quarter's operating margin improved to 26% of revenue versus 23% in last year's fourth quarter. Total operating expenses were 41% of revenue, down from 42% last year.

Currency fluctuations did not materially impact operating income in the quarter. Because CVI manufactures the majority of its lenses in the United Kingdom with costs denominated in pounds sterling, the unfavorable currency translation of manufacturing and operating costs tends to offset the currency gains on overseas revenue.

Income before taxes grew 36%, reflecting strong quarterly operating results and lower interest expense.

The effective tax rate (ETR) for fiscal 2003 (provision for taxes divided by income before taxes) was 24% compared to 25% for fiscal 2002. Because the ETR for fiscal 2002 was adjusted downward in the fourth quarter, the ETR in that quarter was 21%.

Interest expense fell 18%, reflecting primarily a general decrease in interest rates and the Company's refinancing of certain debt that carried higher interest rates.

Balance Sheet and Cash Flow Highlights



 -- At the end of the fourth fiscal quarter, Cooper's days sales 
    outstanding (DSO's) decreased to 67 days from 71 days a year 
    ago.  Cooper expects future DSO's in the upper 60's to low 
    70's.

 -- Inventory months on hand was 7.0 months at the end of both 
    years.

 -- Capital expenditures were about $11 million in the quarter, 
    $34 million for the year, primarily to expand manufacturing
    capacity and continue the rollout of new information systems 
    in selected locations including several outside the United 
    States.

 -- Depreciation and amortization was $3.4 million for the 
    quarter, $12.5 million for the year.

Business Unit Operating Highlights ($'s in millions)



                        Three Months Ended October 31,

                  Revenue                  Operating Income
            -------------------  ------------------------------------
                            %                    %  %Revenue %Revenue
            2003    2002   Inc.   2003   2002   Inc.  2003     2002
            ----    ----   ----   ----   ----   ----  ----     ----

 CVI        $ 90.9  $75.0   21%   $26.4   $19.9   32%   29%      27%
 CSI          22.1   19.7   12%     5.5     4.0   39%   25%      20%
           ------- ------        ------  ------
 Subtotal    113.0   94.7   19%    31.9    23.9   33%   28%      25% 
 HQ Expense    --      --    --    (3.0)   (1.7)   --    --       --
           ------  ------        ------  ------
  TOTAL     $113.0  $94.7   19%   $28.9   $22.2   30%   26%      23%
           ======= ======        ======  ======


                      Twelve Months Ended October 31,

                   Revenue                  Operating Income
             -------------------   ----------------------------------
                             %                   %  %Revenue %Revenue
             2003    2002   Inc.   2003  2002   Inc.  2003     2002
             ----    ----   ----   ----  ----   ----  ----     ----
 CVI        $329.6  $243.9  35%   $88.8  $60.4   47%   27%      25%
 CSI          82.2    71.4  15%    18.2   14.1   29%   22%      20%
            ------  ------       ------ ------
 Subtotal    411.8   315.3  31%   107.0   74.5   44%   26%      24% 
 HQ Expense     --      --   --   (11.8)  (7.5)   --    --       --
            ------  ------       ------ ------
   TOTAL    $411.8  $315.3  31%   $95.2  $67.0   42%   23%      21%
            ======  ======       ====== ======   

CooperVision

CVI fourth quarter revenue was $90.9 million, up 21%, about 15% in constant currency, and $329.6 million for the fiscal year, up 35% or 28% in constant currency.

"In our fourth quarter," said Bender, "CVI significantly outpaced both the market and the results reported for the third calendar quarter by our four direct competitors. Our specialty lens franchise -- toric, cosmetic, and multifocal lenses and lenses to alleviate dry eye symptoms -- continues to gain momentum, while our value-added monthly disposable spherical products continue to capture market share from two-week commodity disposable spherical lenses."

CVI's operating margin in the fourth quarter was 29% versus 27% in last year's fourth quarter and 27% for fiscal 2003 versus 25% for fiscal 2002.

CooperSurgical

CSI revenue grew 12% in the quarter to $22.1 million and 15% for the fiscal year to $82.2 million. Virtually all of the fourth quarter's revenue growth came from recent acquisitions.

CSI's operating margin in the fourth quarter was 25%, up from 20% in last year's fourth quarter and 22% for the fiscal year, up from 20% the previous year.

After the close of the year, CSI announced the purchase from privately held SURx, Inc., of the assets and associated worldwide license rights for the Laparoscopic (LP) and Transvaginal (TV) product lines of its Radio Frequency (RF) Bladder Neck Suspension technology, which uses radio frequency based thermal energy instead of implants to restore continence.

RF Bladder Neck Suspension is a minimally invasive procedure used to treat genuine stress incontinence (GSI). Using low power, bipolar RF energy, the procedure shrinks tissue in the pelvic floor to lift the urethra and bladder neck to a more normal anatomical position. This procedure can be performed using either a laparoscopic or a transvaginal approach.

The SURx(r) System consists of a small, lightweight 15 watt SURx(r) Radio Frequency Generator that delivers RF energy to a single use handheld applicator for each surgical approach.

CVI Business Details

Worldwide Contact Lens Market

Revenue reported for the first nine months of 2003 by the five leading contact lens manufacturers that represent 95% of the global market indicates that the worldwide market grew 14%, or 8% in constant currency. Cooper estimates that the worldwide market for soft contact lenses is $3.4 billion annually.

"The market remains strong," said Bender, "notably in the United States where recent independent audit data reported both new and total practitioner office visits for contact lenses up about 8% in the third calendar quarter and revenue up 9%."

CVI Organic Growth

CVI's revenue includes its purchase of the contact lens business of Biocompatibles plc beginning in March 2002. To measure organic growth, the data below includes their sales for November 2001 through February 2002 when CVI did not own them.

Fourth Quarter and Year-To-Date Contact Lens Revenue



 -- Worldwide CVI revenue grew 21% in the fourth quarter, about 
    15% in constant currency, and was 23% ahead for the year, about 
    16% in constant currency.

 -- Revenue for specialty lenses -- toric lenses, cosmetic lenses, 
    multifocal lenses and lenses to alleviate dry eye symptoms -- 
    grew 28% in the fourth quarter, 29% for the year, and now 
    accounts for over 60% of CVI's worldwide business and 70% of 
    its revenue in the United States.

 -- Sales of toric lenses, which correct astigmatism, increased 
    29% in the quarter, 21% for the year and now represent about 
    40% of CVI's revenue.  Sales of disposable torics grew 54% in 
    the quarter and 45% for the year, and now represent 61% of our
    total toric sales.

 -- CVI's disposable spherical lens business grew 37% both in the 
    fourth quarter and for the fiscal year reflecting the ongoing 
    transition worldwide from commodity two-week spheres to monthly 
    disposable spheres that offer unique patient benefits such as 
    CVI's Proclear(r) brand for patients with dry eye symptoms.

CVI Geographic Revenue Highlights



 -- Revenue in the United States, about half of CVI's business, grew 
    22% in the quarter and 20% for the fiscal year.

 -- Revenue outside the United States grew 20% in the quarter and 
    was 25% ahead for the year, 12% in constant currency.

 -- European revenue, 33% of CVI's revenue in the quarter, grew 
    12% and 19% for the year.

 -- Asia-Pacific revenue more than doubled over the fourth quarter 
    of 2002 and grew 89% year over year to $17 million, 5% of 
    CVI's business.  Cooper expects revenue in this region to grow 
    in excess of 35% in 2004.

CVI New Products

During the year, CVI launched Frequency(r) Multifocal in markets outside the United States. Total 2003 worldwide revenue was about $6 million. CVI also broadened the distribution of Proclear(r) Toric disposable lenses and introduced Expressions(r) Accents, disposable cosmetic products that accentuate the natural color of the eye.

Continuing to build on the Proclear(r) franchise, CVI has accelerated its plans to introduce Proclear(r) Multifocal, which is now scheduled for launch in the next six months, first in Europe and then in the United States.

Offering of Convertible Senior Debentures

In June, the Company completed the sale, in a private placement, of $115 million of 2.625% convertible senior debentures due 2023. The debentures will be convertible, under certain conditions, into shares of Cooper's common stock at an initial conversion price of approximately $44.40 per share. A portion of the net proceeds was used to reduce amounts drawn under its revolving credit facility, and the remainder will be used for general corporate purposes, including possible future acquisitions.

Operating Cash Flow

Primarily due to strong operating results and U.S. federal tax savings resulting from net operating loss carryforwards, Cooper's fourth quarter operating cash flow was $29 million, $77 million for fiscal 2003. Excluding $34 million in capital expenditures during 2003, "free cash flow" was $43 million.

Cooper expects to generate approximately $90 million in operating cash flow in fiscal 2004.

Non-GAAP Financial Measures

Cooper's earnings before taxes, depreciation and amortization ("cash flow") per share for the fourth quarter of fiscal 2003 was 94 cents compared to 74 cents for the fourth quarter of 2002.

Although "cash flow per share" is a non-GAAP financial measure, we disclose it because we believe it is an appropriate measure of our liquidity and financial strength, particularly when calculated consistently over time. Cooper has been reporting "cash flow per share" since 1999.

In Cooper's case, earnings before taxes, depreciation and amortization per share is more informative than the more common non-GAAP measure of liquidity called "earnings before interest, taxes, depreciation and amortization." This is because, unlike most companies, Cooper does not anticipate paying federal income taxes until about 2007, when it expects to exhaust its U.S. net operating loss carryforwards. This cash savings gives Cooper a significant competitive advantage, as most companies spend a large portion of their pretax profits on taxes. Furthermore, we do not add back interest expense because it is a cash charge.

"Cash flow per share" is not a substitute for the GAAP measure of operating cash flow. We present this data to increase awareness that income taxes provided for in our statement of income are essentially all noncash provisions, which go toward reducing our recorded deferred tax asset in accordance with accounting principles generally accepted in the United States.

To calculate "cash flow per share," we add back noncash charges for depreciation and amortization to income before income taxes, and then divide the result by the average number of shares outstanding used to calculate diluted earnings per share. In the tables below, we reconcile earnings per share (the closest GAAP disclosure) to "cash flow per share" for all periods reported using the same diluted per share figures.



                             Three Months Ended October 31,
                         --------------------------------------
                                 2003              2002
                         ------------------  ------------------
                          $(000)  Per Share   $(000)  Per Share
                         -------  ---------  -------  ---------
 Net income              $21,041   $  0.64   $16,191   $  0.52
                                   =======             =======
 Add:
    Income taxes           6,645               4,202
    Depreciation           3,041               2,668
    Amortization             392                 212
                         -------             -------
 "Cash Flow Per Share"   $31,119   $  0.94   $23,273   $  0.74
                         =======   =======   =======   =======

 Shares (000)             33,033              31,335
                         =======             =======


                               Twelve Months Ended October 31,
                          -----------------------------------------
                                  2003                2002
                          -------------------   -------------------   
                           $(000)   Per Share    $(000)   Per Share
                          -------   ---------   -------   ---------
 Net income              $ 68,770   $   2.13   $ 48,875   $   1.57
                                    ========              ========
 Add:
    Income taxes           21,717                16,294
    Depreciation           10,990                 9,892
    Amortization            1,535                 1,477
                         --------              --------
 "Cash Flow Per Share"   $103,012   $   3.19   $ 76,538   $   2.45
                         ========   ========   ========   ========

 Shares (000)              32,274                31,189
                         ========              ========

Earnings Per Share

All per share amounts reported are diluted per share amounts.

Conference Call

The Cooper Companies will hold a conference call to discuss its fourth quarter results today at 2 p.m. Pacific Standard Time. To access the live call, dial 1-800-884-5695. A replay will be available at 1-888-286-8010 approximately one hour after the call ends and remain available for five days. This call will also be broadcast live on The Cooper Companies' website, www.coopercos.com.

Forward-Looking Statements

This news release contains "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. These include statements about 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. To identify these 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. 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 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, worldwide regulatory issues, including product recalls and the effect of healthcare reform legislation, cost of complying with new corporate governance regulatory requirements, changes in tax laws or their interpretation, changes in geographic 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, including impaired goodwill, changes in accounting principles or estimates, including the potential cost of expensing stock options, and other events 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.

Corporate Information

The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market specialty healthcare products. Its corporate offices are in Lake Forest and Pleasanton, Calif. A toll free interactive telephone system at 1-800-334-1986 provides stock quotes, recent press releases and financial data. The Cooper Companies' World Wide Web address is www.coopercos.com.

CooperVision, Inc., markets a broad range of contact lenses. Headquartered in Lake Forest, Calif., it manufactures in Huntington Beach, Calif., Rochester, N.Y., Norfolk, Va., Adelaide, Australia, Farnborough and Hamble, England, Madrid, Spain and Toronto. Its Web address is www.coopervision.com.

CooperSurgical, Inc., supplies diagnostic products, surgical instruments and accessories to the gynecology market. With headquarters and manufacturing facilities in Trumbull, Conn., it also manufactures in Bedminster, N.J., Cranford, N.J., Fort Atkinson, Wis., Malmo, Sweden, Montreal and Berlin. Its World Wide Web address is www.coopersurgical.com.

(FINANCIAL STATEMENTS FOLLOW)



              THE COOPER COMPANIES, INC. AND SUBSIDIARIES
              Consolidated Condensed Statements of Income
              -------------------------------------------
             (In thousands, except for per share amounts)
                              (Unaudited)

                     Three Months Ended       Year Ended
                        October 31,           October 31, 
                    -------------------   -------------------
                      2003       2002       2003       2002 
                    --------   --------   --------   --------
 Net sales          $112,966   $ 94,721   $411,790   $315,306
 Cost of sales        38,183     32,596    146,588    115,813
                    --------   --------   --------   --------
 Gross profit         74,783     62,125    265,202    199,493
 Selling,
   general and
   administrative
   expense            43,867     38,291    162,852    126,730
 Research and
   development
   expense             1,579      1,422      5,573      4,315
 Amortization of
   intangibles           392        212      1,535      1,477
                    --------   --------   --------   --------
 Operating
   income             28,945     22,200     95,242     66,971
 Interest
   expense             1,797      2,193      6,964      6,874
 Other income,
   net                   538        386      2,209      5,072
                    --------   --------   --------   --------
 Income before
   income taxes       27,686     20,393     90,487     65,169
 Provision for
   income taxes        6,645      4,202     21,717     16,294
                    --------   --------   --------   --------
 Net income         $ 21,041   $ 16,191   $ 68,770   $ 48,875
                    ========   ========   ========   ========
 Diluted
   earnings per
   share            $   0.64   $   0.52   $   2.13   $   1.57
                    ========   ========   ========   ========
 Number of
   shares used
   to compute
   earnings           33,033     31,335     32,274     31,189
                    ========   ========   ========   ========


                THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                   Consolidated Condensed Balance Sheets
                   -------------------------------------
                              (In thousands)
                                (Unaudited)

                                                   October 31,       
                                           ------------------------
                                             2003             2002  
                                           --------         -------- 
                              ASSETS

 Current assets:
      Cash and cash equivalents          $   47,433       $   10,255
      Trade receivables, net                 84,607           74,545
      Marketable securities                   5,746            2,750
      Inventories                            89,718           76,279
      Deferred tax assets                    14,616           17,781
      Other current assets                   22,104           17,300
                                           --------         --------
          Total current assets              264,224          198,910
                                           --------         --------

 Property, plant and equipment, net         116,277           87,944
 Goodwill                                   282,634          238,966
 Other intangibles, net                      15,888           14,651
 Deferred tax assets                         22,367           26,806
 Other assets                                 4,174            3,838
                                           --------         --------
                                           $705,564         $571,115
                                           ========         ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:
 Short-term debt                          $  20,658        $  36,333
 Other current liabilities                   97,656           90,348
                                           --------         --------
          Total current liabilities         118,314          126,681
                                           --------         --------

 Long-term debt                             165,203          127,318
 Other liabilities                               --            5,674
                                           --------         --------
          Total liabilities                 283,517          259,673
                                           --------         --------

 Stockholders' equity                       422,047          311,442
                                           --------         --------

                                           $705,564         $571,115
                                           ========         ========


            

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