Kim Duncan - Director of IR Bob Weiss - President and CEO Gene Midlock - SVP and CFO Al White - VP, IR, Treasurer and CSO

Joanne Wuensch - BMO Capital Markets Konstantin Tcherepachenets - Morgan Keegan Chris Cooley - Stephens Incorporated Jeff Johnson - Robert W. Baird Steve Willoughby - Cleveland Research Larry Biegelsen - Wells Fargo Matthew O'Brien - William Blair Kim Gailun - JPMorgan Amit Bhalla - Citigroup

Good afternoon and welcome to The Cooper Companies third quarter 2011 earnings conference call. I'm Kim Duncan, Director of Investor Relations.

Joining me on today's call are Bob Weiss, President and Chief Executive Officer; Gene Midlock, Senior Vice President and Chief Financial Officer; and Al White, Vice President, Investor Relations, Treasurer and Chief Strategic Officer. Before we get started, I'd like to remind you that this conference call contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995, including all revenue and earnings per share guidance and other statements regarding anticipated results of operations, market conditions and integration of any acquisitions.

Forward-looking statements necessarily depend on assumptions, data or methods that may be incorrect or imprecise and are subject to risks and uncertainties. Events that could cause our actual results and future actions of the company to differ materially from those described in forward-looking statements are set forth under the caption Forward-Looking Statements in today's earnings release and are described in our SEC filings, including the business section of Cooper's Annual Report on Form 10-K.

These are publicly available and on request from the company's Investor Relations department. Now, before I turn the call over to Bob, let me comment on the agenda.

Bob will begin by providing highlights on the quarter, followed by Gene who will then discuss the third quarter financial results. We will keep the formal presentation to roughly 30 minutes, then open up the call for questions.

We expect the call to last approximately one hour. We request that anyone asking questions please limit yourself to one question.

Should you have any additional questions, please call our investor line at 925-460-3663 or e-mail IR at coopercos.com. As a reminder, this call is being webcast and a copy of the earnings release is available through the Investor Relations section of The Cooper Companies website.

And with that, I'll turn the call over to Bob for his opening remarks.

Thank you, Kim, and good afternoon and evening everyone. Another great quarter the momentum continued.

For the third fiscal quarter, we put solid topline growth up 19%, 12% in constant currency. We delivered $351 million in revenue.

Excluding the Avaira Toric voluntary limited recall impact, our gross margin was 62%. Strong topline, solid margins, lower interest expense lifted our non-GAAP earnings per share 26% to $1.15.

GAAP earnings per share was $0.78 hurtling the recall, a $14 million charge and the acquisition accounting reversal, an entry of $6 million. I'll Gene get into that in a little bit.

We had yet another outstanding cash flow quarter paying down $108 million of debt, supported by $68 million of free cash flow. Key takeaways for today's call, we again put up great results with strong revenue growth, good margins, favorable impact of lowering interest expense and a great bottomline.

Still early, the impact on revenue of our launch of Biofinity Multifocal in Japan has aided our double-digit growth. Our $68 million of free cash flow was a strong contributor to reducing our debt-to-cap to below 20%.

Today, our debt is $445 million. It is less than one-half of what it was two-and-a-half years ago.

We've delivered all this, yet we continue to invest in our future, our pipeline, our plans and both valuable of our people. For the quarter, our investment in sales force expansion and R&D saw increases for these expenses of 34% and 37% respectively above the prior year.

Without giving away too much proprietary data, our sales force expansion activities are up 33% since the beginning of last year. Our R&D staff has grown 25% during the same period.

Our silicone hydrogel family, Biofinity and Avaira, is driving growth. During the third quarter, this family achieved $92 million in revenues.

That's a 47% increase in constant currency year-over-year against the third quarter of last year. Sales are now 31% of CooperVision's revenue.

Aside from the voluntary limited recall of Avaira Toric, all of our silicone hydrogels are performing well, Biofinity Sphere, Biofinity Toric, Biofinity Multifocal as well as Avaira Sphere. Importantly, our silicone hydrogel revenues are just starting to reflect some of the impact of our launch into the $150 million silicone hydrogel multifocal market, which is about 50% of the total multifocal market as well as the $400 million Japanese silicone hydrogel market.

Both launches happened mid in the third quarter. Geographically, our foreign exchange played a positive role on a global scale.

Excluding foreign exchange effect, we had very respectable growth in each region. Americas was up 6% constant currency; EMEA was up 11%; Asia Pac 24%; and worldwide 11% growth.

In constant currency, the regional drivers were: in the Americas, trading up silicone hydrogel lenses; and EMEA, growth in silicone hydrogel as well as solid growth of Toric; in Asia-Pac, growth related to the Aime acquisition done in the first quarter of this year as well as solid single-use particularly with Proclear 1 Day and while yet early in the game the Biofinity launch into Japan. The soft contact lens market is trending where we predicted in that 4% to 6% range.

The second calendar quarter was 4% trailing 12 months is 5%. The market was up 4%, and CooperVision was up 9% in the calendar second quarter.

Clearly, growing at two times the market in the second quarter was sponsored by our silicone hydrogel being up 47% versus the market growth for silicone hydrogel of 11%. We are gaining share and trading up.

The market growth has seen 1 Day go up 8% constant currency, Toric up 8% and of course the silicone hydrogel growth of 11%. Recall the market remains a trade-up market.

Trade-ups for silicone hydrogel are roughly 20% to 40%; and for 1 Day, the trade-up is roughly three to five times as much revenue per patient. Toric or specialty lenses are also supporting solid gains of 8% as these lenses are less penetrated in the markets outside the United States.

A strong performance in the Americas reflects the fact that 1 Day lenses are catching on. They now reflect almost 18% of the region, which was only about 10% to 11% not too many years ago.

CooperSurgical, our women's healthcare franchise, had another in a string of great quarters. With $53 million in revenue, it was up 14% and 12% excluding acquisitions.

Drivers include surgical procedures, hospital and same-day surgery where revenue was up 29%. It now accounts for 39% of CooperSurgical's revenue.

Fertility also turned in double-digit revenue growth up 12%. CooperSurgical continues to impress with a solid gross margin of 65% and operating margins of 24%.

With multiple call point sales forces, a strong centralized campus in Trumbull, Connecticut and a $200 million annualized revenue franchise surrounding the OB/GYN professional, this business is very leverageable. On this note, this week we added a business in Colorado called Summit Doppler.

Summit, a supplier to us, has revenues of around $8 million annualized. It makes both surgical and vascular ultrasound Doppler systems.

In addition to a strong product portfolio, Summit brings us strong electrical engineering expertise that can be used to upgrade several of our older products. We paid $16 million and expect the deal to be neutral to earnings in year number one and accretive thereafter.

Guidance. Given the strength of our third quarter selling, we again increased all but our GAAP earnings per share.

Our revised revenue guidance is now $1.320 billion to $1.335 billion, increasing our bottom-end of the guidance by $40 million from our second quarter earnings call guidance that we'd given. For the fiscal year, revenue has been increased at CooperVision to $1.117 billion to $1.127 billion.

The guidance takes into account the impact of our recent voluntary limited recall. For surgical, revenues for the fiscal year were raised by $3 million to a range of $203 million to $208 million.

Reflecting another solid earnings quarter, our non-GAAP earnings per share guidance for the year has again been increased now to the range of $4.20 to $4.25. Given we started the fiscal year with guidance of $3.30 to $3.50, you can imagine how good we're all feeling about the progress we've made this year.

Our GAAP earnings per share guidance reflects the voluntary limited recall and reversal of an accounting acquisition gain reported in the first quarter and is now $3.57 to $3.72. After delivering over $68 million in free cash flow in the third quarter, we again increased our guidance here for the fiscal year to a new range of $200 to $220 million of free cash flow.

Our improvement this year starts at the topline. Delivering topline growth was made easier by great products, great employees and building out our capacity.

Our recent entry in the third quarter into the $150 million silicone hydrogel multifocal market and the $400 million in Japanese silicone hydrogel market is keeping our momentum going, and in both cases we've only just begun. Looking beyond 2011, we expect to continue to gain share in soft contact lenses and to start leveraging some of our recent investments in the sales force expansion and R&D towards the back half of 2012.

The bottomline we expect to increase our earnings per share at low double-digit rates in fiscal year 2012. Strategy we have continues unabated.

We believe that it's a solid strategy and it has delivered solid results. CooperSurgical is putting up outstanding results and is leveraging operating ratios.

This franchise was built with a solid understanding of the value of critical mass in our women's healthcare market targeting OB/GYN. We follow the professional wherever they go, the office, surgicenter and hospital or IVF centers.

Although the call points are different for each, the leverage is considerable. CooperSurgical third quarter gross profit was 65%, operating margins 24%.

And due to minimal CapEx requirements, CooperSurgical is a significant contributor to free cash flow. We are dedicated to the strategy and we will continue tuck-in acquisitions to leverage CooperSurgical structure.

At CooperVision, the strategy is more complex and is much more global in nature. The $6.7 billion soft contact lens industry, because of the uniqueness of our manufacturing platform and product portfolio, we are the only participant that follows the complex strategy which means we are the only company that can promote silicone hydrogel and non-silicone hydrogel lenses, in this case the Proclear family.

We emphasize branded as well as non-branded products. But private label does not mean lower price.

We actively promote and specialize in custom lenses with a high gross margin of course. We support all modalities that the eye care professional prescribes one day, two weeks as well as monthly lens.

And we support all types of lenses, Spheres, Torics and multifocals. We are close to 30% share in the specialty contact lenses, Torics and multifocal.

It is acknowledged that we are pretty good at specialty lenses. A few would challenge why the success of Biofinity Toric for astigmatism.

Put a great design together with a great material and great things can happen. We have very high expectations for the same reason that Biofinity Multifocal, which hit the market mid-quarter, will also be a success.

Here, early results are meeting expectations. On the capacity front, with the exception of the Avaira Toric, things are ahead of plans to deliver considerably more products where we've been supply-constrained.

Biofinity family, Proclear 1 Day, 1 Day Torics are all ramping up nicely. So we're no longer supply-constrained in this area.

On pricing, like soft contact lens industry, we have a trade-up strategy. Our new wearers and existing wearers are targeted for silicone hydrogel lenses, the Proclear family, and the 1 Day or single-use lenses, each creates more revenue per wearer.

A one-day modality, for example results in three to five times more revenue per wearer. While this strategy sacrifices the gross profit margin percent, it generally creates two to four times profit per wearer.

Of course this strategy also competes head-on with the lens care space that is since we are shifting the wearer's cost from lens care to contact lenses. In my opinion, we also continue to be the most focused company in the industry, lacking many of the distraction that some of our competitor are now going through.

I might add with Biofinity, Avaira and Proclear, we have a lot to talk about with the eye care professionals around the world. And so in summary, before I turn it over to Gene, third quarter 2011 continued our strong string of pleasant surprises.

We again delivered on the topline gross profit percent, OI percent, non-GAAP per share, free cash flow, and on deleveraging as well as value enhancing projects like capacity expansion. Our silicone hydrogel family of products are doing great, up 47% in constant currency during the quarter.

Our rollouts into the $150 million silicone hydrogel market, and the $400 million Japanese silicone hydrogel market and are still early are meeting expectations. Our CooperSurgical tuck-in strategy has consistently delivered over the period of five years and achieved solid growth for 10-plus years with over 30 acquisitions and integrations under its belt.

Few would question and CooperSurgical achieved its synergies post acquisition. Our non-GAAP earnings per share results of $1.15 were up an impressive 26% versus a solid third quarter 2010.

We paid down over $100 million of debt just during the third quarter alone, bringing our debt to cap to below 20%. We now have cap debt more than half over the last two-and-a-half years.

As always, we remind you, our people are our number one asset. They delivered our mission.

It's healthy and productive. We owe them yet another tremendous thank you, for all that the great accomplishment they've had hence and also loyalty to Cooper.

And with that, I'll turn it over to Gene, who will impress you with some of his numbers.

Thank you Bob, good afternoon everyone, thanks for joining us again. As Bob indicated, I will provide a brief review of the financial statement highlights.

Bob covered revenue aspects pretty well, so I will start with gross margin. Consolidated GAAP gross margin was 58% compared to 60% in Q3 last year.

Non-GAAP gross margin was 62% same as Q3 last year. The main difference was attributable to the voluntary Avaira Toric limited recall, without the recall gross margin would have been 62%.

CooperVision reported a GAAP gross margin of 56% versus 58% in Q3 last year. On a non-GAAP basis gross margin was 61% the same as last year.

Again, the difference is generally attributable to the inventory recall previously mentioned and the Norfolk restructuring cost in the prior year. CooperSurgical had GAAP and non-GAAP gross profit margin at 65% was slightly lower than the 66% last year in Q3.

This year-over-year decrease was a result of the one-time favorable settlement with a vendor last year, offset by manufacturing efficiencies and favorable product mix, including higher margin products use and surgical procedures. Turning to SG&A, in Q3 GAAP and non-GAAP selling distribution customer service and marketing expenses increased by 23% from Q3 last year, and they were 28% of revenue the same as last year.

This was generally attributable to the increased investment in our sales force as mentioned to you in prior quarters. GAAP G&A expenses increased by 12% and non-GAAP by 13% from the prior year, and with 10% of revenue the same as last year.

Again, this increase was basically attributable for the acquisitions that we've made during the year which of course brings more general administrative expenses. In Q3, R&D increased by 37% from Q3 last year to approximately $12 million and were 3% of revenue the same as last year.

This increase was attributable to additional staffing and cost associated with increased clinical trials for a variety of new projects. As we mentioned in the press release, in Q1 we reported a $6.1 million gain from the settlement of a preexisting unfavorable contractual relationship in connection with the purchase of certain assets of Aime.

This gain was excluded from our Q1 non-GAAP results. Subsequently, we determined an overhead we made in the interpretation of technical accounting literature pertaining to business combinations.

No gain or loss should have been recorded as a result of settlement of the preexisting relationship. Accordingly we had reversed again in Q3 in an offsetting adjustment to goodwill.

Similar to the treatment of this item in Q1 resulting charge is excluded from our Q3 non-GAAP results. For the full year, this item will not have an impact to the P&L.

As a result of the various items I mentioned operating margin on a GAAP basis for Q3 was 13% of revenue, a decrease from 17% in Q3 last year. And on non-GAAP basis, operating margin was 19% of revenue, slightly down from 20% in Q3 last year.

CooperVision had operating margin of 14% on a GAAP basis, down from 19% last year and 21% on a non-GAAP basis, a slight decrease from 22% in Q3 last year. CooperSurgicals GAAP operating margin was 24%, down from 25% last year and the non-GAAP operating margin was 24%, slightly up from 26% last year.

Interest expense decreased by 63% to $3.2 million from Q3 last year and is a result of reduced borrowings and lower interest rates. On a GAAP basis in Q3, the effective tax rate was 11.4% versus 9% last year.

On a non-GAAP basis, the Q3 effective tax rate was 11.2% versus 16.2% last year. And non-GAAP tax rate increased from last year largely because shift in the income to lower tax jurisdictions, as well as the increase in tax rate for certain non-U.S.

jurisdictions like the U.K., which dropped its corporate rates from 28% to 26%. For the full year we expect the effective tax rate to still be in the 10% to 12% range, consistent with our previously provided estimate.

Depreciation was $19.9 million in Q3 including $477,000 of accelerated depreciation and amortization was $5.5 million for a total of $25.4 million non-cash expense. In Q3, earnings per share, as Bob mentioned was $0.78 on a GAAP basis and $1.15 on a non-GAAP basis.

As you all know, the earnings release the main difference is attributable to cost associated with the elimination of the gain on the Aime acquisition in the voluntary inventory recall. Turning to the balance sheet, Q3 we have $87 million of operating cash flow and $19 million of CapEx that resulted in $68 million of free cash flow.

Total debt was reduced by $108 million to $445 million. And debt as a percentage of capitalization, as Bob mentioned is now 19%, down from 29% in Q3 last year.

At quarter-end the ratio of funded debt to EBITDA was 1.26, a decrease from 1.61 in Q2 this year. Inventories decreased by $6 million from last quarter, largely attributable to the recall with 4.9 months on hand down from 5.9 months on hand in Q3 last year.

Without the recall, months on hand would have been 5.7. Accounts receivable were also closely monitored with DSOs at 55 days, down from 57 days in Q3 last year.

With that I will turn the program back over for the question-and-answer period.

Operator we're ready to take some calls.

It's obvious you're gaining market share who do you think you're taking share from and do you think it's sustainable?

Joanne, I think the way I see it is, historic company that's given up market share in the last couple of years and it has been primarily Bausch & Lomb. There have been periods of time when Johnson & Johnson or Vistakon has given up some share.

And then there have been periods where they've gained it back likewise with Ciba Vision, which is going through some integration activities right now. And that's a big share gains are at the expense of Bausch & Lomb.

Do we think it's sustainable? I think, given the products that we have just rolled out around the world a lot which were really early in the cycle.

And particularly, when I talk about the entry into the $150 million Multifocal market for silicone hydrogel as well as in the $400 million Japanese market, I think we have enough fresh products in the marketplace to continue to gain share going forward.

This is actually Konstantin for Larry. So I was wondering if you guys can elaborate on your strategy in entering silicone hydrogel market in Japan, just given if you're no longer capacity constrained.

And I'll put just another question in terms of, if you could comment on as you start to think about 2012, what is the sound of priorities and strategic things that you guys are working on?

As far as entering Japan, now that we're no longer capacity constraint. You may remember, I said we came into this year capable of supporting $200 million product line for Biofinity, entire family.

And we would exit this year capable of supporting $400 million. We've now already arrived half that level where we can support a $400 million run rate.

So in that sense it really gets down to the mechanics of getting all out the door in the local countries that we're talking about. So there is obliviously a lot of logistics there.

But when it comes to in Japan we are two-tiering that. We have both the CBJ, which is our legal entity that we have in place of CooperVision Japan that has been marketing.

And there is a large business in Japan and has number two market share in the one-day space, which we've basically been fairly aggressive on in the last three, four, five years. The other thing you may recall, we've bought Aime at the beginning of the year.

They had strengthened channels out to the eye care professional whereas our strength in CooperVision Japan was larger chains and a little different than the U.S. model, or exactly the opposite of the U.S.

model in some respect. But we now have the capability to go in both directions, the eye care professional as well as the chains, and that's a direction we're taking both organizations, which are at this juncture not fully integrated, and the sales activity are promoting the product.

And as I indicated it's so far so good as we go. As far as our strategy for 2012, it's really going to be to continue that execution in rolling out those products.

We were also doing a very effective job with Proclear 1 Day, particularly in the Japanese market. So there is a lot of activity going on there now.

But I would say, since we are so early in rolling out those products, 2012 will continue that path. One of this year's strategy was to continue to ramp-up the sales force, feet on the street.

We have the product portfolio in play now between Biofinity, Avaira and Proclear, and we knew we were hugely headcounted out in the marketplace. And so we're not saying we need to have a sales force as big as some of our competitors.

We are staying very under index in a lot of parts of this country as well as the rest of world. And that's where a lot of our attention has gone.

You see by virtue of the fact of the large increase in operating cost and particularly I mentioned the large increase in the sales force activity, which is up 34% during the quarter, and our headcount in the areas of sales force is up 33% since the beginning of last year, we expected to get a lot more mileage out of the feet on the street throughout the planet. So I think that would describe a lot of what we were going to be doing next year.

I've also mentioned historically, geographic expansion that we've been aggressive in Eastern Europe and some of our expansion plans in the Czech Republic, Slovakia as well as Poland that will continue. And we now have a small beachhead in Mexico, where we did not have any direct presence.

And of course, as I've mentioned in the past, we're spending this year analyzing China with the intent to figure out the best way forward in China. And just to comment briefly on that.

The expectation in China, while we haven't finalized the thought process, I would expect it not to be totally different than what we did in Japan. And in Japan you may recall, we had what was known as spoke strategy, where we did several different things and went down multiple paths at once.

I would say, China is probably not a one size, fits all. And so we will probably do multiple things, not singular things.

Bob, could you help us think a little bit about how we should think about CooperSurgical going forward? The franchise continues to deliver very solid growth, robust operating margins.

How can you really start to leverage that franchise such that it contributes more than slightly over the double-digit range there to operating profit?

Well, we're excited about what we've put together in CooperSurgical. And as you can see by the comments I made, we just had another acquisition that we will continue to sell-in and round out that franchise, both adds to new products in the U.S.

But I think importantly we're at a juncture now, where we're going to be testing the rest of the world a little bit more aggressively. We've started this year in several European markets, very limited, but just testing the water in parallel with our local distributors that we use in those countries.

We will continue to do that. We will continue to look at aggressively at acquisitions.

In the past we've made more than 30 acquisitions. They will be both small, medium, and you never know if they can be even large.

There are things in all levels and we frequently have talked about three sizes of acquisitions that we keep in our radar. As far as other things, they obviously have done a very nice job with their existing portfolio, hitting basically solid growth this quarter double-digit growth.

There are a number of products they have that they're doing very well with, turning them into small products moving into the mid-sized products. Of course, at this juncture we don't have any one big product that we spend a lot of time talking about.

But once again I'll say that franchise is very leveragable and we will continue to leverage it.

Bob, let me ask, I guess, one clarifying question and then I'll get to my officially allocated question I guess. The clarification, number one, just as you talked about SG&A and obviously some impressive adds on both the R&D side and on the sales force side here over the past 12 to 18 months.

In the past you've talked about fiscal '12 being the year to kind of leverage those costs. And I think you alluded to it in your answer, a couple questions ago.

But is it still fair to think about '12 being a leverage year on both of those line items? And then the official question, I guess just, you eluded to several times in your prepared remarks about Biofinity Multifocal and your entry into Japan being very early stages.

Often times in the early stages of a product launch, you get some channel fill, you get some benefits there, but it doesn't sound like you're necessarily saying you saw those this quarter. So is it fair to think about those kinds of activities, plus just the build of those products really having still some real nice growth tailwinds over the next couple of quarters?

I'll take your last question first. On Biofinity multifocal as well as in Japan, suffice it to say pipeline was at minimal impact on this quarter.

We've launched really for all practical purposes at the end of June in Japan. And we're very early in that cycle.

And the Multifocal is kind of a like toric in the sense of you got to get the fitting sets out there and ramp-up accordingly following the fitting sets. So we're once again very early in a rollout strategy there.

I would say the impact on the third quarter is really very minimal. We'll start seeing that impact fourth quarter going forward.

As far as leverage, R&D and the sales force expansion, I would expect that next year we will leverage overall SG&A in total. We will continue to invest and grow R&D faster than topline as we are doing this year.

And on the sales force, there was a fair amount of ramping in the third quarter. So look for that start to show up year-over-year, basically in the third quarter next year.

But we've put in the infrastructure, you'll see a high growth in both the first and second growth on a year-over-year basis, just annualizing if you will what we've recently done. Our expectation is you will start seeing better ratio from operating perspective probably in the back half of next year.

And when it comes to the bottomline operating income and net income, we still expect to improve our operating margin year-over-year. I said approaching 1%, probably be a little some 1% next year.

I was wondering if you could talk about gross margins in the quarter. Just wondering what the impact from currency was and possibly negatively impacting gross margin?

And really, why we didn't see more gross margin expansion show up sequentially?

I'll chip on it and then I'll let Gene add anything he would like. Drivers on the sequential performance of gross margin, think of two primary areas.

There is a lot of detail and if you put it altogether it's kind of scrambled egg. But what jumps out quite a bit is we grew our Proclear 1 Day business 43%.

And that's the good news that Proclear 1 Day is doing fabulously well in the marketplace. The bad news is some of that was trading our existing 1 Day business, some of which had a higher margin for a lower gross margin.

Proclear 1 Day is going through what I would say a ramp-up learning curve. So very much like some of other family's, Biofinity, when we ramped that up, Avaira as we ramped that up, you start off at lower gross margins expecting to reduce cost, and that shows up on a lag basis.

We're in that modality, if you will, with Proclear 1 Day wear. We know cost have come down and those cost coming down had yet to get to the P&L, they get there on a six-month lag basis.

And we're happy with some of the reductions. But the overall mix heavily on 1 Day is weights our gross margin trends somewhat.

The other thing is 50% of our costs are in pound. And as you know, pound is up from the dollar.

So there is some of lag factor of the pound coming into the P&L, weighting it a bit. Aside from that I think there is just a whole host of little things, a bunch of little thing.

I'm not sure any one of them is worth a lot of airtime. Gene, I don't know if you want add anything to that.

No. I agree.

I mean things like fuel prices have gone up, so your freight cost increasing so forth. And there is nothing significant like we had had in prior years, a significant period cost.

It's just a whole host for smaller things.

Just to clarify, Bob, did you say you expect the operating margin to improve by 1% in 2012? And then, I have my official question.

Okay, I said sub 1, meaning the first half of next year we will get a minimal leverage back half of next year. I think we're still in that range, where this year we're I think 18% to 19% and expect next year will uptick I'd say between 0.5 point and max 1 point.

I guess then I'll use my official question on this. Why wouldn't we see more leverage, given I think you probably get 100 basis points from Norfolk for the gross margin.

And then you talked about leveraging SG&A a little bit. So I guess it is a little bit surprising to see less than 1% operating margin improvement next year?

Yes, Larry, I would expect that. If we use the 100 basis points for a moment.

This year we're going to have half of that show up, so you're getting the second half next year on the gross margin side. On the operating margin side it's going to pick up more in the back half, because we still are in an investment mode.

Our operating cost this quarter were 43% of revenue overall. And therefore, those people we have hired, we're seeing stronger sales uptick.

Obviously, growing 20% albeit half of that is currently 11% in constant currency is solid growth. So if we're getting bang for the buck, we will continue to invest.

We will invest likewise in geographic expansion and expect some of that built into next year. I would not call next year try to see how much we can make on the operating income line or bottomline approach we will.

We continue to see opportunities out there, given the product portfolio we have. We're going to push those products and see how good they are, specifically now that we have added capacity in several of the areas I mentioned, the Biofinity family as well the Avaira Sphere as well as the Proclear 1 Day.

We have the capacity, why not push the limit. So we are not hung up to see how much we can improve the ratio of operating income as a percentage of sales.

But to answer your question, about half and half, half cost of goods, half operating cost is how you fill out the mosaic of the 1% improvement.

Just on the R&D side of things, it's a pretty material increase in terms of how much you're spending there. Are you primarily focused on areas that you're already in within the contact lens market or women's health area, or are you looking in other areas of ophthalmology?

And then another question for you on the sales and marketing side of things. With the big ramp in terms of number of reps, how long does it typically take a rep to get up to kind of the average rate in terms of revenue per rep?

The first question on where is the R&D going, the focus is not outside of women's healthcare or soft contact lenses. So we're keeping it core and strategic.

There is things that are being done with comfort agents that one could say is there a pharmaceutical piece of that that the industry always focuses on and things to improve comfort. I would call that strategic soft contact lens as opposed to we're going to turn on soft contact lens into a drug delivery device for glaucoma or some new area.

We are not putting our money there at this juncture. As far as productivity of the reps, typically if you're getting someone new to the trade, new into the industry where they are getting new accounts and they are getting a new product line, that's a six-month process.

If you hire someone out of industry and you find them in the same region, they're productive day one pretty much. So the range goes from day one to six with probably closer to the midpoint is the right answer.

Just had a follow-up question and I'm not sure if you guys have already mentioned this. I was wondering if you could let us know how much revenue Aime did in the quarter so we can calculate internal growth.

$8 million of this is the GAAP number.

Excluding Aime, organic growth was around 16% as reported and 8% in constant currency for CVI, Steve.

So 8% constant currency organic growth for Vision, excluding currency and excluding Aime.

This is Adam in for Amit. I just wanted to know if you had anything new on the dailies markets?

Especially for patients in Japan, are you seeing any impact from the J&J recalls?

The J&J recall in Japan obviously created an opportunity, and I would say that's one of the reasons Proclear 1 Day worldwide is up 43%. The impact of silicone hydrogels in the 1 Day space, I would say the jury is still out.

When I look at what's known as health products research data, quite frankly the new fit actually declined sequentially. So it isn't like it's suddenly up, up in the way at this juncture.

There is a lot of muscle being put behind the one-day modality in U.S and worldwide. That modality continues actually to grow worldwide, and a lot of that is sponsored by the movement in the U.S.

As I mentioned, we're now up to about 18% in the America for one-day modality. That's broad-based.

It's moistened everything in that part as opposed to being driven by the silicone hydrogel share market. The problem is silicone hydrogel share market has, at least short term and probably for the indefinite future, is the cost structure to the consumer.

The consumers, unless they have a big budget and don't really have a budget, is cost conscious and this gets priced off the chart. So I think that's going to be the largest part of limitation for the foreseeable future.

I wanted to just follow up on this 2012 outlook discussion. Just curious what type of topline growth you think you will need in order to get yourself to that low double digits on the bottomline given the operating margin discussion that we've walked through here.

I guess part of the question in there is, is wear silicone hydrogel can go for Cooper as a percentage of sales. It seems like favorable mix shift there should have run room to run in fiscal 2012.

As far as topline growth, we of course haven't given guidance to that level of detail. But I would say we continue to expect the market to grow in that 4% to 6% range, maybe start moving up a little if we ever move out of a soft economy around the world.

But for now, I think that 4% to 6% is good guidance. We would continue to expect to gain share, particularly with our portfolio.

You're right on that that we have a lot of products that are all about trading up, in some cases our own customer and in some cases given the quality of those products gaining share. We think we will continue to gain wearer's share out there.

So you put the two together and a solid growth in 1 Day, a solid growth in silicone hydrogels. I think our ultimate portfolio in terms of mix between silicone hydrogel and non-silicone hydrogel will be weighted more towards hydrogels than the overall market.

And I'd say that, because we are actively promoting Proclear material, and that of course is a material that represents I think 27% to 28% of our total sales. So as long as, unlike our competitors which don't really have a Proclear that they are putting a lot of emphasize behind, we're less picky about where the doctor ends up.

Having said that, Biofinity and Avaira both cover the monthly space in the case of Biofinity and do it very effectively and Avaira in the two-week space. We like 1 Day, because 1 Day obviously is the biggest trade-up you can get at three to five times revenue.

We expect to grow faster than the market. We think the market will do reasonably well.

And if we accomplish that and it's leverageable, we would expect double-digit earnings per share growth.

Given your cash flow generation, at a certain stage you're going to face a high-class problem of what to do regarding use of cash. Do you have a target debt to cap in mind and have you thought about other uses of cash other than simply paying down debt and buying women's health companies?

We don't have an absolute target of debt-to-cap in mind. I start getting embarrassed sub-20.

We're now sub-20 debt-to-cap. We are not limiting the scope of what we're looking for to women's healthcare.

So geographic expansion has always been on our minds in soft contact lenses. Geographic expansion is on our mind in women's healthcare.

But we're not necessarily limiting ourselves just to women's healthcare. So it's way too early.

It's $445 million of debt for me to worry about running out of ideas. We'll continue to pay down debt in the interim, but don't look for us to go quiet on the acquisition front on a sustained basis anyway.

I just wanted to clarify again what your gross margin targets are for next quarter. I know before you said you were targeting around 62%.

I wanted to know if that was accurate and then get any idea on 2012 what the gross margin would like.

I think we've guided that the back half will be in the 61% to 62% range. I don't see any reason to come off of that.

Hopefully we'll be closer to 62% and 61%, but that's where I think the range will come out next year. That should be moving up about 50 basis points is the target.

So probably 61.5% to 62.5% would probably be the right range to think of next year. But we'll see how Japan plays that really.

I was curious on two points. One, if you could maybe quantify for us when we think about the fiscal Q4 how much that increase in guidance was actually dated by the recall here.

I mean obviously you have to replenish existing field inventory first and then go back out before you can expand into new accounts. Just trying to get a feel for maybe where that number could have been had you not had the recall.

And then as another quick follow-up, if I can slide it in, you were taking share and getting a little bit of price at CooperSurgical on the office side during the first half of the fiscal year. Are you still seeing those same trends persisting out here in the back half?

First on the impact of the recall going forward, it's much more about replenishing inventory and trial sets than it is about what it's done in the market. So from a revenue perspective, not a big deal.

It is costing us the cash of replacing that inventory and it's certainly not full $14 million, but a portion of that that represents cash out the door. And that's built into our guidance.

So I would say the impact is going forward. It's built into our guidance and it's not a material event.

Relative to CooperSurgical and are they gaining share in the office space, they continue to gain shares there in a market that's pretty flat. So that growth in that market is representative of primarily continuing to gain share.

The hospital market, the fertility market on the other hand, it's a different story where we're doing very handily, very nicely with those. And the space in the case of fertility, it's a great space to be going.

Bob, maybe you could expand upon the acquisition strategy given what you said a minute ago. I mean has anything changed regarding doing non-dilutive tuck-in acquisitions?

And just maybe you can clarify where you are on a daily disposable silicone hydrogel. Are you guys planning to launch one?

Our acquisition strategy really has not changed and will not change, other than I mentioned that we will do small, mid, large. But relative to we would take solutions.

And in some cases, in the first 12 months, most of the tuck-ins are accretive by the end of 12 months. Relative to the daily disposable silicone hydrogel market, we are sitting on the fence, so to speak, watching the market and we are prepared to go within 12 to 24 months I think is what I said on the last call.

And obviously we are taking activity that moves that forward three months. So arguably nine months to a year and three quarters.

I'm not overly impressed with that market at this point in time, but it's probably one where we should participate ultimately anyway. So you'll probably find it's in it for the next couple of years.

I think we're at the top of the hour. So we'll close it here.

I want to thank everyone for joining us on the call and hopefully you're as excited about the results as we are. And with that, we look forward to getting you another update in the fourth quarter in December.

Thank you.