SecProbe.io

March 19 , 2015

Via Email
Greg W. Matz
Vice President, Chief Financial Officer
 and Chief Risk Officer
The Cooper Companies, Inc.
6140 Stoneridge Mall Road, Suite 590
Pleasanton, California 94588

Re: The Cooper Companies, Inc.
Form 10 -K for Fiscal Year Ended October 31 , 2014
Filed December 1 9, 2014
 Form 8 -K Dated and F iled March 5 , 2015
File No. 001 -08597

Dear Mr. Matz :

We have limited our review  of your filing s to the financial statements and related
disclosures and have the following comment s.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days b y providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments , we may have  additional comments.

Form 8 -K Dated and F iled March 5, 2015

1. We refer to the disclosure of free cash flow on page 2 of your earnings release.
Tell us where you have disclosed  the reasons you believe that presentation of the non -
GAAP financial measure provides useful information to investors regarding your
company’s financial condition and results of operations.   Refer to Item 10(e)(1)(i)(C) of
Regulation S -K.

2. We see that you express guidance for the current fiscal year in the form of a measure of
non-GAAP earnings per share.  Please tell us how your disclosure of this measure
considers the guidance from Item 10(e)(1)(i) of Regulation S -K.  With respect to forwa rd
looking information, a quantitative reconciliation is required to the extent available without
unreasonable effort.  If all of the information necessary is not available without unreasonable

Greg W. Matz
The Cooper Companies, Inc.
March 19 , 2015
Page 2

 effort, you should identify the information that is unavailabl e and disclose probable
significance.

3. We see on page 5 of your earnings release that you present non-GAAP financial
measures and related reconciliations required by Item 10(e) of Regulation S -K in the
form of non -GAAP income statements.   Please tell us ho w your presentation considers
the guidance set forth in Compliance and Disclosure Interpretation 102.10.   Under the
cited guidance, it is generally not appropriate to present a non -GAAP income statement
for purposes of reconciling non -GAAP financial measur es to the most directly
comparable GAAP financial measures.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 an d all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not f oreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Andri Boerman  at (202) 551-3645, or Gary Todd , Senior  Accountant , at
(202) 551 -3605  if you have questions regarding comments  on the financial statements and
related matters.   You may also contact me at (202) 551 -3676 .

Sincerely,

 /s/Gary Todd for

Brian Cascio
Accounting Branch Chief