711404--12/26/2006--COOPER_COMPANIES

related topics

{product, liability, claim}

{regulation, government, change}

{product, market, service}

{operation, international, foreign}

{tax, income, asset}

{property, intellectual, protect}

{cost, regulation, environmental}

{debt, indebtedness, cash}

{system, service, information}

{customer, product, revenue}

{financial, litigation, operation}

{competitive, industry, competition}

{provision, law, control}

{personnel, key, retain}

{cost, operation, labor}

{acquisition, growth, future}

{product, candidate, development}

Risks Relating to Our Business We operate in the highly competitive healthcare industry and there can be no assurance that we will be able to compete successfully. Product innovations are important in the industry in which we operate, and we face the risk of product obsolescence. If our products are not accepted by the market, we will not be able to sustain or expand our business. New medical and technological developments may reduce the need for our products. Our substantial and expanding international operations are subject to uncertainties which could affect our operating results. Acquisitions we may make may involve numerous risks. We face risks associated with disruption of manufacturing operations and failure to develop new manufacturing processes that could adversely affect our profitability or competitive position. If our manufacturing operations fail to comply with applicable regulations, our manufacturing could be delayed or disrupted, and our product sales and profitability could suffer. We rely on independent suppliers for raw materials and we could experience inventory shortages if we were required to use an alternative supplier on short notice. If we fail to adequately protect our intellectual property, our business could suffer. Our intellectual property could be subject to claims of infringement. We could experience losses from product liability claims, including such claims and other losses resulting from sales of counterfeit and other infringing products. We face risks in connection with securities litigation. We face risks related to environmental matters. Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our debt obligations. We are vulnerable to interest rate risk with respect to our debt. Exchange rate fluctuations could adversely affect our financial results. We may be required to recognize impairment charges on goodwill, which would reduce our net income, consolidated net worth and stockholders equity. Increases in our effective tax rates or adverse outcomes resulting from examination of income tax returns for Ocular for periods prior to our acquisition could adversely affect our results. We are in the process of upgrading certain of our management information systems, and we cannot assure you that there will not be associated excessive costs or disruption of our business. If we do not retain our key personnel and attract and retain other highly skilled employees, our business could suffer. Provisions of our governing documents and Delaware law, and our rights plan, may have anti-takeover effects. Risks Relating to Government Regulation of Manufacture and Sale of Our Products Our failure to comply with regulatory requirements or to receive regulatory clearance or approval for our products or operations could adversely affect our business. Development and marketing of our products is subject to strict governmental regulation by foreign regulatory agencies, and failure to receive, or delay in receiving, foreign qualifications could have a material adverse affect on our business. Our products are subject to reporting requirements and recalls, even after receiving regulatory clearance or approval, which could harm our reputation, business and financial results. Changes in government regulation of the retail optical industry or in the selling and prescribing practices for contact lenses could have a material adverse impact on our business and financial results. Changes in government regulation of the healthcare industry could materially adversely affect our business. The costs of complying with the requirements of federal laws pertaining to the privacy and security of health information and the potential liability associated with failure to do so could materially adversely affect our business and results of operations. Federal and state laws pertaining to healthcare fraud and abuse could materially adversely affect our business and results of operations.

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711404--12/26/2006--COOPER_COMPANIES_INC